TIDMGNC TIDMUNIQ
RNS Number : 3994L
Greencore Group PLC
29 July 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE
SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
29 July 2011
RECOMMENDED CASH OFFER
By
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
Offer unconditional as to acceptances
On 12 July 2011, Greencore announced that it had reached
agreement with the Uniq Board on the terms of a recommended cash
offer by Greencore Foods to acquire the entire issued and to be
issued share capital of Uniq. The Offer Document containing the
full terms and conditions of the Offer was posted to Uniq
Shareholders on 26 July 2011.
Greencore is pleased to announce that the Offer has now become
unconditional as to acceptances. The Offer, which remains subject
to various other conditions set out in Appendix 1 of the Offer
Document, will remain open for acceptances until 1.00 p.m. (London
time) on 16 August 2011.
Subject to the satisfaction of the other conditions, it is
expected that completion of the Acquisition will occur at or around
the end of September 2011.
Level of acceptances
As at 1.00 p.m. (London time) today, Greencore has received
valid acceptances of the Offer in respect of a total of 105,705,361
Uniq Shares, representing approximately 90.2 per cent. of Uniq's
existing issued share capital.
Prior to making the Offer, Greencore received irrevocable
undertakings to accept the Offer in respect of, in aggregate,
105,742,456 Uniq Shares, representing approximately 90.2 per cent.
of the existing issued share capital of Uniq. As at 1.00 p.m.
(London time) today, valid acceptances had been received in respect
of 105,704,563 Uniq Shares subject to such undertakings,
representing approximately 90.2 per cent. of the existing issued
share capital of Uniq.
Diane Walker (who, by being a director of Greencore, is deemed
to be acting in concert with Greencore for purposes of the Offer)
beneficially owns 60 Uniq Shares, representing approximately 0.0001
per cent. of the existing issued share capital of Uniq, and intends
to accept the Offer by the first closing date of the Offer.
Compulsory acquisition and cancellation of trading of Uniq
Shares
Upon the Offer becoming unconditional in all respects, Greencore
intends to exercise its rights pursuant to the provisions of
sections 979 to 991 (inclusive) of the Companies Act to acquire
compulsorily the remaining Uniq Shares to which the Offer relates
in respect of which the Offer has not been accepted on the same
terms as the Offer.
As stated in the Offer Document, Greencore also intends to
procure that Uniq applies to AIM for the cancellation of trading in
Uniq Shares on AIM on 20 Business Days' notice. Following such
cancellation, Greencore intends to procure that Uniq re-registers
from a public limited company to a private limited company. Such
cancellation and re-registration will significantly reduce the
liquidity and marketability of any Uniq Shares not assented to the
Offer.
Acceptance of the Offer
Uniq Shareholders who have not yet accepted the Offer are urged
to do so without delay. Acceptances of the Offer should be received
in accordance with the instructions contained in the Offer Document
and (in the case of shares held in certificated form) the Form of
Acceptance.
Further copies of the Offer Document and the Form of Acceptance
can be obtained from Computershare at Corporate Actions 1, Bristol,
BS99 6AF, United Kingdom or by telephoning the Helpline on 0870 707
4086 (if calling from inside the United Kingdom) or +44 870 707
4086 (if calling from elsewhere).
Terms defined in the Offer Document have the same meaning as
when used in this announcement.
ENQUIRIES
Greencore
Eoin Tonge +353 (1) 605 1017
Barclays Capital (financial adviser, sole
sponsor and joint broker to Greencore)
Mark Todd +44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate
Broking)
Uniq
Geoff Eaton +44 (0) 1753 276011
Martin Beer
Investec (financial adviser, NOMAD and broker
to Uniq)
Clifford Halvorsen +44 (0) 20 7597 4000
David Anderson
Spayne Lindsay (financial adviser to Angel
Street)
Tom Lindsay +44 (0) 20 7808 3240
Paul Satchell
Apart from the responsibilities, if any, which may be imposed on
Barclays Capital by the Financial Services and Markets Act 2000,
the European Communities (Markets in Financial Instruments)
Regulations 2007 (as amended) or the regulatory regimes established
thereunder or the UK Code, Barclays Capital does not accept any
responsibility whatsoever for the contents of this announcement or
for any statements made or purported to be made by them or on its
behalf in connection with the Offer, Acquisition and/or Rights
Issue. Barclays Capital accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Greencore and no-one else in connection with the
Offer, Acquisition and Rights Issue and will not be responsible to
any person other than Greencore for providing the protections
afforded to customers of Barclays Capital or for providing advice
in relation to the Offer, Acquisition and/or Rights Issue or any
other matter referred to in this announcement.
Investec is acting exclusively for Uniq in connection with the
Offer and will not be responsible to any person other than Uniq for
providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Spayne Lindsay is acting exclusively for Angel Street in
connection with the Offer and will not be responsible to any person
other than Angel Street for providing the protections afforded to
clients of Spayne Lindsay or for providing advice in relation to
the Offer or any other matter referred to in this document.
OVERSEAS SHAREHOLDERS
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Further details in relation to overseas shareholders
are contained in the Offer Document.
The Offer referred to in this announcement will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the relevant laws of
such jurisdiction. This announcement does not constitute an offer
in the United States, Canada, Australia or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia or Japan or any such
other jurisdiction. Accordingly this announcement is not being, and
should not be, mailed, transmitted or otherwise distributed, in
whole or in part, in or into or from the United States, Canada,
Australia or Japan or any such other jurisdiction.
Uniq Shareholders (including, without limitation, nominees,
trustees or custodians) must not forward this announcement to the
United States, Canada, Australia, Japan or any other such
jurisdiction.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on website
A copy of this announcement will be available free of charge on
Greencore's website at www.greencore.com and on Uniq's website at
www.uniq.com by no later than 12.00 p.m. (London time) on 1 August
2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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