Offer Document Posted
01 Novembre 2000 - 4:07PM
UK Regulatory
RNS Number:4064T
Matthews(Bernard) PLC
1 November 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Press announcement for immediate release on 1 November 2000
Bernard Matthews Holdings Limited - Recommended Cash Offer for
Bernard Matthews PLC
Bernard Matthews Holdings Limited ("BMH") announces that it is today posting
the Offer Document in relation to the recommended Offer by HSBC Investment
Bank plc ("HSBC"), on behalf of BMH, to acquire all of the issued and to be
issued share capital of Bernard Matthews PLC, other than the approximately
42.2 per cent. of Bernard Matthews PLC's existing issued share capital which
BMH has conditionally agreed with the Matthews Family and the Management Team
to acquire separately outside of the Offer.
BMH is a newly incorporated company established specifically for the purpose
of making the Offer, and will, following the Offer becoming or being declared
unconditional, be owned by the Matthews Family and by the Management Team
(David J Joll, Noel F Bartram and Neil C Harrison, who are the executive
directors of Bernard Matthews PLC).
The Offer of 185 pence in cash, represents a premium of approximately 57.4
per cent. over the closing Middle Market Price of a Bernard Matthews Share on
15 May 2000, the day prior to the announcement by the Matthews Family that it
was considering making an offer for Bernard Matthews PLC. A full Loan Note
Alternative is available.
Commitment of the Matthews Family and the Management Team
On 26 October 2000, Sara Lee Corporation announced that it was considering
whether or not to make an offer for Bernard Matthews PLC. B T Matthews, the
other Matthews Family members and, additionally, each of the Management Team
have no intention of accepting any offer from Sara Lee Corporation or any
other third party. However, in the unlikely event that an offer from any
third party became unconditional, since B T Matthews, the other Matthews
Family members and the Management Team would then be minority shareholders in
Bernard Matthews PLC, they reserve the right to accept such an offer in these
circumstances.
BMH is investigating the feasibility of a share alternative
The board of BMH is investigating the feasibility of providing a partial
share alternative to the cash consideration available under the Offer, to
enable Bernard Matthews Shareholders to share in the future of BMH should
they wish to. This proposal would be subject to a number of considerations
and conditions (including tax clearances) and no commitment can be given in
this regard at this time.
Acceptances of the Offer should be returned as soon as possible and, in any
event, so as to be received by 3.00 p.m. on 22 November 2000, the first
closing date of the Offer. The procedure for acceptance is set out in the
Offer Document.
Comments
Bernard Matthews, Chairman of BMH, commented:
"Our Offer represents a 57 per cent. premium to the market price of a Bernard
Matthews Share before it was announced that we were considering an offer. We
are also looking at offering Bernard Matthews Shareholders a share in the
future of the business."
David Joll, Managing Director of BMH, commented:
"The Management Team are firmly behind the BMH Offer, which keeps the company
independent. We feel it is the best way forward for the company and its
staff, particularly in view of Sara Lee's recent results showing a continuing
decline in the profitability of their Food division."
Enquiries:
Bernard Matthews Holdings Limited 020 7336 9000 (for today only)
B T Matthews
David Joll
HSBC 020 7336 9000
Jeremy Prescott
Rupert Faure Walker
Citigate Dewe Rogerson
David Nolder 020 7336 9000 (for today only)
Simon Rigby 020 7638 9571
The Directors of Bernard Matthews Holdings Limited accept responsibility for
the information in this announcement. To the best of the knowledge and
belief of the Directors of Bernard Matthews Holdings Limited (who have taken
all reasonable care to ensure that such is the case) the information
contained in this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information. This
announcement has been approved for the purposes of section 57 of the
Financial Services Act 1986 by HSBC.
HSBC, which is regulated by the United Kingdom by The Securities and Futures
Authority Limited, is acting exclusively for BMH and no one else in relation
to the Offer and will not be responsible to anyone other than BMH for
providing the protections afforded to customers of HSBC, or for providing
advice in relation to the Offer.
This announcement is not being, and must not be, issued, mailed or otherwise
distributed to or sent in, into or from the United States, Canada, Australia
or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send it in, into or from the
United States, Canada, Australia or Japan.
Save for the information herein, as at 31 October 2000 (the latest
practicable date prior to the printing of this document) there has been no
material change to the information contained in the Offer Document.
Terms defined in the offer document dated and dispatched on 1 November 2000
have the same meanings in this announcement.
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