Offer Document Posted

RNS Number:7552G
Big Food Group PLC
22 December 2004

The Big Food Group plc

For Immediate Release

                                                                22 December 2004



                             Recommended Proposals

                             for the acquisition of

                             The Big Food Group Plc

                                       by

                              GIANT BIDCO LIMITED





Posting of Scheme Circular



The Directors of BFG announce that on 21 December 2004 the High Court of Justice
of England and Wales (the "Court") made an Order, in connection with the
proposed scheme of arrangement pursuant to section 425 of the Companies Act
between BFG and the BFG Scheme Shareholders (the "Scheme"), that BFG may convene
a Court Meeting for 10.00 a.m. on 21 January 2005 of BFG Shareholders (other
than the Baugur Holder) for the purpose of considering and, if thought fit,
approving the Scheme. An Extraordinary General Meeting of BFG has been convened
for 10.05 a.m. on the same day (or as soon thereafter as the Court Meeting has
concluded or been adjourned).



As described in the Scheme Circular (as defined below), the Scheme will require
the approval of BFG Shareholders (other than the Baugur Holder) at the Court
Meeting, and the passing of a special resolution by BFG Shareholders at the BFG
Extraordinary General Meeting. The Scheme and associated Capital Reduction will
also require the subsequent sanction and confirmation of the Court.



Both Meetings will be held at UBS Limited, 1 Finsbury Avenue, London EC2M 2PP.



The Scheme Circular containing, inter alia, the terms of the Scheme, an
Explanatory Statement (pursuant to section 426 of the Companies Act 1985),
notices of the Meetings, a timetable of principal events, and details of the
action to be taken by BFG Shareholders is being posted to all BFG Shareholders
and, for information only, to participants in the BFG Share Schemes today (the
"Scheme Circular").


Expected timetable of principal events:

Event
Latest time for lodging Forms of Proxy for:
            Court Meeting                                                             10:00 a.m. on 19 January 2005 (1)
            Extraordinary General Meeting                                                 10:05 a.m. on 19 January 2005
Court Meeting                                                                             10:00 a.m. on 21 January 2005
Extraordinary General Meeting                                                         10:05 a.m. on 21 January 2005 (2)
Scheme Hearing Date (to sanction the Scheme if approved by the BFG Shareholders)                    8 February 2005 (3)
Last day of dealings in, and for registration of transfers of, BFG Shares                          10 February 2005 (3)
Reduction Hearing Date (to confirm the Capital Reduction if sanctioned                             10 February 2005 (3)
by the BFG Shareholders)
Scheme Record Time                                                                    6:00 p.m. on 10 February 2005 (3)
Effective Date of the Scheme (if sanction and confirmation of the Court                            11 February 2005 (3)
is received)
Cancellation of listing of BFG Shares                                                              11 February 2005 (3)
Latest date for despatch of cheques and settlement through CREST                    14 days from the Effective Date (3)

Notes:

(1) Alternatively, the Form of Proxy for the Court Meeting may be handed to the
Chairman of the Court Meeting at the Court Meeting, and it will still be valid.

(2) To commence at 10:05 a.m. or, if later, immediately after the conclusion or
adjournment of the Court Meeting.

(3) These times and dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and confirms the
associated Capital Reduction of BFG.




UK Listing Authority Viewing Facility



Two copies of the Scheme Circular will be submitted to the UK Listing Authority
and will be available for inspection at the UK Listing Authority's Document
Viewing Facility which is situated at:



The Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel: 020 7066 1000



Any term used but not defined in this announcement is as defined in the Scheme
Circular.


Press enquiries

For further information contact:

For investors / shareholders / media

Gavin Anderson & Company
(Public relations adviser to Giant BidCo and Baugur)                   Tel: +44 (0) 20 7554 1400
Halldor Larusson                                                       Tel: +44 (0) 7979 756 572

Deutsche Bank
(Financial adviser and broker to Giant BidCo and Baugur)               Tel: +44 (0) 20 7545 8000
Damian Thornton
Joanna Lea
Toby Clark (Corporate Broking)

Bank of Scotland
Head of Media Relations                                                Tel: +44 (0) 131 243 5572
Mark Elliott

BFG
Bill Grimsey                                                           Tel: +44 (0) 20 7796 4133
Bill Hoskins

Citigroup
(Financial adviser and broker to BFG)                                   Tel: +44 (0) 20 7986 4000
Ian Hart
Ted Kuh
Ed Matthews (Corporate Broking)

UBS Investment Bank
(Financial adviser and broker to BFG)                                   Tel: +44 (0) 20 7567 8000
Adrian Haxby
Michael Lacey-Solymar

gcg hudson sandler
(Public relations adviser to BFG)                                       Tel: +44 (0) 20 7796 4133
Andrew Hayes
Noemie de Andia





Deutsche Bank, which is regulated by the Financial Services Authority for the
conduct of designated investment business in the United Kingdom, is acting
exclusively for Giant BidCo and Baugur in connection with the Proposals and will
not be responsible to anyone other than Giant BidCo and Baugur for providing the
protections afforded to clients of Deutsche Bank nor for providing advice in
relation to the Proposals or any matter referred to in this announcement.



Kaupthing Limited, a subsidiary of Kaupthing, which is regulated by the
Financial Services Authority for the conduct of designated investment business
in the United Kingdom, is acting for Giant BidCo and Baugur in connection with
the Proposals and will not be responsible to anyone other than Giant BidCo and
Baugur for providing the protections afforded to clients of Kaupthing nor for
providing advice in relation to the Proposals or any matter referred to in this
announcement.



Landsbanki, which is regulated in Iceland by the Financial Supervisory
Authority, is acting for Giant BidCo and Baugur and no one else in connection
with the Proposals and will not be responsible to anyone other than Giant BidCo
and Baugur for providing the protection afforded to clients of Landsbanki nor
for providing advice in relation to the Proposals or the contents of or any
matter referred to in this announcement.



Citigroup is acting for BFG and no one else in relation to the Proposals and
will not be responsible to anyone other than BFG for providing the protections
afforded to clients of Citigroup nor for providing advice in relation to the
Proposals, the content of this announcement or any other matter referred to
herein.



UBS is acting for BFG and no one else in relation to the Proposals and will not
be responsible to anyone other than BFG for providing the protections afforded
to clients of UBS nor for providing advice in relation to the Proposals, the
content of this announcement or any other matter referred to herein.



This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of any vote or approval in any jurisdiction.  BFG
Shareholders are advised to read carefully the formal documentation in relation
to the Proposals, the contents of this announcement or any other matter referred
to herein.



The Directors of BFG accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the information contained
therein is in accordance with the facts and does not omit anything likely to
affect the import of such information.






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

ODPEAKAAAEALFFE
Big Food Grp. (LSE:BFP)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024