TIDMRWD
RNS Number : 5028X
Unternehmensgruppe Theo Müller
15 February 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 February 2012
Recommended Cash Offer
by
Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of
Unternehmensgruppe Theo Muller S.e.c.s ("Muller")
for
Robert Wiseman Dairies PLC ("Wiseman")
Commencement of Compulsory Acquisition Process
Introduction
On 7 February 2012, Muller Dairy (U.K.) Limited ("Muller Dairy
(UK)" or the "Offeror") declared its recommended cash offer for
Wiseman wholly unconditional. The full terms of, and conditions to,
the Offer were set out in the offer document published by Muller
Dairy (UK) on 16 January 2012 (the "Offer Document").
Compulsory acquisition
As previously disclosed, as at 1:00 p.m. (London time) on 6
February 2012, the Offeror had received valid acceptances of the
Offer in respect of 55,313,030 Wiseman Shares, representing
approximately 78.1 per cent. of the existing issued ordinary share
capital of Wiseman.
In addition, as previously disclosed, Muller Dairy (UK) has
purchased 11,176,153 Wiseman Shares, representing approximately
15.8 per cent. of the issued ordinary share capital of Wiseman.
Accordingly, Muller Dairy (UK) has therefore acquired or valid
acceptances have been received in respect of more than 90 per cent.
of the Wiseman Shares to which the Offer relates. Muller Dairy (UK)
announces that compulsory acquisition notices (the "Notices")
pursuant to section 979 of the Companies Act 2006 (the "Act") are
today being posted to those Wiseman Shareholders who have not yet
accepted the Offer (the "Non-Assenting Shareholders") setting out
the Offeror's intention to acquire compulsorily all remaining
Wiseman Shares on the same terms as the Offer.
Unless Non-Assenting Shareholders apply to court and the court
orders otherwise, on the expiry of six weeks from the date of the
Notices, being 28 March 2012, the Wiseman Shares held by
Non-Assenting Shareholders who have not accepted the Offer by 28
March 2012 will be acquired compulsorily by the Offeror under the
terms of the Offer and such Non-Assenting Shareholders will be
entitled to 390 pence in cash for each Wiseman Share such
Non-Assenting Shareholders hold on that date.
Delisting
As announced on 7 February 2012, Wiseman has applied to the UK
Listing Authority for the cancellation of the listing of Wiseman
Shares on the Official List and to the London Stock Exchange for
the cancellation of admission to trading of Wiseman Shares on the
London Stock Exchange's main market for listed securities. This is
expected to take effect on or shortly after 8.00 a.m. (London time)
on 7 March 2012. Such cancellation and delisting will reduce the
liquidity and marketability of any Wiseman Shares not assented to
the Offer by that time.
Further acceptances
The Offer remains open for acceptance until further notice. At
least 14 days' notice will be given prior to the closing of the
Offer to those Wiseman Shareholders who have not accepted the
Offer.
Wiseman Shareholders who have not yet accepted the Offer in
respect of their Wiseman Shares are urged to do so as soon as
possible.
Acceptance Procedure
Holders of Wiseman Shares in certificated form who are eligible
to do so can accept the Offer by completing and returning a Form of
Acceptance in accordance with the procedure set out in paragraph
14.1 of the Muller Letter set out in Part II of the Offer Document
as soon as possible to Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU.
Holders of Wiseman Shares in certificated form, but under
different designations, should complete a separate Form of
Acceptance for each designation.
Holders of Wiseman Shares in uncertificated form (that is, in
CREST) who are eligible to do so can accept the Offer by sending a
TTE Instruction in accordance with the procedure set out in
paragraph 14.2 of the Muller Letter set out in Part II of Offer
Document as soon as possible. Holders that are CREST sponsored
members should refer to their CREST sponsor before taking any
action. Only a CREST sponsor will be able to send the TTE
Instruction(s) to Euroclear in relation to such holder's Wiseman
Shares.
Further details of the acceptance procedure can be found in the
Offer Document. Copies of the Offer Document can be obtained in
electronic form on Muller's website www.muellergroup.com.
Additional copies of the Offer Document or Form of Acceptance
can be obtained from Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by calling the helpline
on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling
from outside the UK. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
General
Defined terms used in this announcement have the same meaning as
set out in the Offer Document dated 16 January 2012.
A copy of this announcement will be available at
www.muellergroup.com. The content of this website is not
incorporated into and does not form part of this announcement.
Enquiries
Muller Tel: +352 2663 0910
Heiner Kamps
Alexander Truhlar
Rothschild (Financial Adviser) Tel: +44 (0)20 7280 5000
Alex Masters
Rupert Howard
FTI (Public Relations)
Jonathan Brill (London) Tel: +44 (0)20 7831 3113
Ivo Lingau (Frankfurt) Tel: +49 (0) 699 20370
Further Information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Wiseman in any jurisdiction in contravention of
applicable law.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer)
and, in the case of Wiseman Shares held in certificated form, the
Form of Acceptance. Wiseman Shareholders are advised to read the
formal documentation in relation to the Offer carefully in its
entirety before making a decision with respect to the Offer.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Muller and Muller
Dairy (UK) and no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Muller and Muller Dairy (UK) for providing the protections afforded
to its clients or for providing advice in connection with the Offer
or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, the Offer will not be made directly or indirectly into
any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any
applicable restrictions. Wiseman Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from or within any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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