TIDMGNK TIDMCPUB
RNS Number : 3107L
Greene King PLC
29 July 2011
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
Recommended cash offer
by
Greene King plc
for
The Capital Pub Company Plc
Posting of Documents
It was announced on 19 July 2011 that the boards of Greene King
and Capital Pubs had reached agreement on the terms of a
recommended offer to be made by Greene King for the entire issued
and to be issued share capital of Capital Pubs.
The boards of Greene King and Capital Pubs are now pleased to
announce that the offer document dated 29 July 2011 (the "Offer
Document") in respect of the Offer and the Form of Acceptance are
being posted to Capital Pubs Shareholders today.
The Offer will initially remain open for acceptance until 1.00pm
on 19 August 2011.
Holders of Capital Pubs Shares in certificated form (that is,
not in CREST) may only accept the Offer in respect of such shares
by completing, signing and returning a Form of Acceptance in
accordance with the procedure set out in the Offer Document.
Holders of Capital Pubs Shares in uncertificated form (that is, in
CREST) may only accept the Offer in respect of such shares by TTE
instruction in accordance with the procedure set out in the Offer
Document.
Copies of the Offer Document, the Form of Acceptance and other
documents on display for the purposes of the Offer are available
for inspection on the website of Greene King () and Capital Pubs'
website (www.capitalpubcompany.com) and also will be available for
inspection at the offices of Greene King's solicitors, Eversheds
LLP of One Wood Street, London EC2V 7WS, during normal business
hours on any weekdays (Saturdays, Sundays and public holidays
excepted) while the Offer remains open for acceptance.
Certain terms used in this announcement are defined in the Offer
Document.
ENQUIRIES
For further information contact:
Greene King
Rooney Anand, Chief executive + 44 1284 763222
Lazard (financial adviser to Greene King)
William Rucker +44 207 187 2000
Paul Gismondi +44 207 187 2000
Deutsche Bank (financial adviser and
corporate broker to Greene King)
James Agnew +44 207 545 8000
Steven Varlakhov +44 207 545 8000
Andrew Smith +44 207 545 8000
Financial Dynamics (PR adviser to Greene
King)
Ben Foster + 44 207 831 3113
Capital Pubs
Clive Watson + 44 207 589 4888
Nick Collins + 44 207 589 4888
PricewaterhouseCoopers (financial adviser
to Capital Pubs)
Sean Williams +44 207 583 5000
Gerry Young +44 207 583 5000
Mark Sweeting +44 207 583 5000
Panmure Gordon (UK) Limited (corporate
broker to Capital Pubs)
Adam Pollock +44 207 459 3600
Andrew Godber +44 207 459 3600
College Hill (PR adviser to Capital Pubs)
Justine Warren +44 207 457 2020
Matthew Smallwood +44 207 457 2020
Lazard & Co., Limited is acting exclusively for Greene King
in connection with the Offer and will not be responsible to any
person other than Greene King for providing the protections
afforded to customers of Lazard & Co., Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
Financial Services Authority. Details about the extent of Deutsche
Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, London Branch
is acting as financial adviser and corporate broker to Greene King
and no one else in connection with the contents of this
announcement and the Offer and will not be responsible to anyone
other than Greene King for providing the protections afforded to
clients of Deutsche Bank AG, London Branch, nor for providing
advice in relation to the Offer or any matters referred to
herein.
PricewaterhouseCoopers is acting exclusively for Capital Pubs in
connection with the Offer and will not be responsible to any person
other than Capital Pubs for providing the protections afforded to
clients of PricewaterhouseCoopers or for providing advice in
relation to the Offer or any other matter referred to in this
announcement.
Panmure Gordon (UK) Limited is acting exclusively for Capital
Pubs in connection with the Offer and will not be responsible to
any person other than Capital Pubs for providing the protections
afforded to clients of Panmure Gordon (UK) Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document.
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 nationals 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, instrumentally 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.
Capital Pubs' Shareholders (including, without limitation,
nominees, trustee or custodians) must not forward this announcement
to the United States, Canada, Australia, Japan or other such
jurisdiction.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of Capital Pubs or Capital Pubs Group and certain plans
and objectives of the boards of directors of Capital Pubs and
Greene King. These forward looking statements can be identified by
the fact that they do not relate to historical or current facts.
Forward looking statements often use words such as "anticipate",
"expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar
meaning. These statements are based on assumptions and assessments
made by the boards of directors of Capital Pubs and Greene King in
the light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this announcement.
Capital Pubs and Greene King assume no obligation to update or
correct the information contained in this announcement.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Capital
Pubs must make an Opening Position Disclosure following the
commencement of the offer period. 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 Capital
Pubs. 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 10(th) 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 of the offer
period. Relevant persons who deal in the relevant securities of
Capital Pubs 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 per cent. or more of any class of relevant
securities of Capital Pubs must make a Dealing Disclosure if the
person deals in any relevant securities of Capital Pubs. 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 Capital Pubs, 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 Capital Pubs, they will be
deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures and Dealing Disclosures must also
be made by Capital Pubs, 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 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.
The defined terms used in this section "Dealing Disclosure
Requirements" are defined in the Code which can be found on the
Panel's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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