TIDMGNC
RNS Number : 9306Z
Greencore Group PLC
24 January 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE
TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THE NEW GREENCORE SHARES TO BE ISSUED PURSUANT TO THE
TRANSACTION HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF
THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR SOUTH
AFRICA. ACCORDINGLY, THE NEW GREENCORE SHARES MAY NOT BE OFFERED,
SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN CANADA, AUSTRALIA,
JAPAN OR SOUTH AFRICA, EXCEPT PURSUANT TO EXEMPTIONS FROM
APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION.
FOR IMMEDIATE RELEASE 24 January 2011
Greencore Group plc ('Greencore')
Update
The board of Greencore notes the announcement of a recommended
cash offer by BH Acquisitions Limited for Northern Foods plc
('Northern Foods') and the press commentary over the weekend.
The board of Greencore continues to believe that a combination
with Northern Foods to create Essenta Foods represents a compelling
opportunity for value creation for both Greencore and Northern
Foods shareholders, through the formation of a business with
increased scale in the industry and the ability to deliver
substantial synergies around which the board has increased
confidence. However, the board recognises the importance attached
by the Northern Foods board to the certainty of cash value in their
decision to change their recommendation.
Given this latest development, the board of Greencore will now
consider its options and as part of this process intends to seek
the views of both Greencore and Northern Foods shareholders. A
further announcement will be made in due course.
Enquiries:
Greencore:
Eoin Tonge Group Development Tel: +353 1 605 1045
Director
Imelda Hurley Chief Financial Officer Tel: +353 1 605 1018
Barclays Capital:
Mark Todd Tel: +44 207 623
2323
Jon Bathard-Smith Corporate Broking Tel: +44 207 623
2323
Drury Communications:
Billy Murphy or Anne Tel: +353 1 260 5000
Marie Curran
Powerscourt:
Rory Godson or Rob Greening Tel: +44 207 250
1446
Responsibility
The directors of Greencore accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors of Greencore (who have taken
all reasonable care to ensure that such is the case) the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (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 Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
Notice to U.S. Investors
The information contained herein does not constitute an offer of
securities for sale in the United States or offer to acquire
securities in the United States.
The Greencore ordinary shares have not been, and are not
intended to be, registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") and may not be offered or sold,
directly or indirectly into the United States except pursuant to an
applicable exemption. The Greencore ordinary shares are intended to
be made available within the United States in connection with the
business combination described herein pursuant to an exemption from
the registration requirements of the Securities Act.
The business combination described herein relates to the
securities of a non-U.S. company. The business combination is
subject to disclosure and procedural requirements of Ireland and
the United Kingdom, which are different from those of the United
States. Financial statements included in the document, if any, have
been prepared in accordance with International Financial Reporting
Standards as adopted by the European Union, which may not be
comparable to the financial statements of United States
companies.
It may be difficult for you to enforce your rights and any claim
you may have arising under the U.S. federal securities laws, since
Greencore and Northern Foods are located in Ireland and the United
Kingdom respectively, and some or all of their officers and
directors may be residents of Ireland, the United Kingdom or other
non-U.S. countries. You may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws. It may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's
judgment.
Publication on Website
A copy of this announcement is and will be available free of
charge for inspection on Greencore's website at
www.greencore.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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