TIDMGNC TIDMUNIQ
RNS Number : 2096K
Greencore Group PLC
12 July 2011
FOR IMMEDIATE RELEASE
12 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.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF, OR A SOLICITATION
OF AN OFFER TO PURCHASE, SECURITIES IN THE UNITED STATES. THE
SECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE 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 OR JAPAN. ACCORDINGLY, THE SECURITIES MAY NOT
BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE US SECURITIES ACT OR IN CANADA, AUSTRALIA OR JAPAN,
EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY
SUCH JURISDICTION. THE ISSUER DOES NOT INTEND TO REGISTER ANY PART
OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES.
RECOMMENDED CASH OFFER
by
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
and
5 FOR 6 RIGHTS ISSUE TO RAISE APPROXIMATELY EUR80.2 MILLION,
FULLY UNDERWRITTEN BY BARCLAYS CAPITAL, HSBC AND RBS HOARE
GOVETT
Highlights
-- Recommended cash offer by Greencore Foods Limited, a wholly
owned subsidiary of Greencore Group PLC, for Uniq PLC.
-- The Offer values each Uniq Share at 96 pence and Uniq's
existing issued share capital at approximately GBP113 million.
-- Premium of 62.7 per cent. to the Opening Price of a Uniq
Share on 1 April 2011, the day on which Uniq's value realisation
process was announced.
-- Expectation of annual net cost synergies of at least GBP10
million through the elimination of duplicated corporate, divisional
and functional overheads, and the overlapping nature of the
respective supply chains.
-- Significant tax assets available to shelter Uniq's profits
from tax for the foreseeable future.
-- The Greencore Board expects the Acquisition and associated
financing (including the Rights Issue) to deliver mid-single digit
(percentage point) adjusted earnings per share accretion in the
financial year to end September 2012 and to be significantly
accretive in years thereafter.(1)
-- The Greencore Board believes that the Uniq business, now that
it has completed its pension deficit-for-equity restructuring,
represents an excellent fit as part of Greencore's strategy in the
UK which will:
-- help the combined group achieve greater scale in the Food to
Go and Chilled Desserts markets; and
-- add new and complementary customer relationships to the
Greencore Group, in particular with Marks & Spencer PLC.
-- Acquisition to be funded through a fully underwritten 5 for 6
rights issue at EUR0.46 per share to raise approximately EUR80.2
million, and a new debt facility.
-- Greencore has received irrevocable undertakings and
non-binding letters of intent to vote in favour of the Resolutions
to, inter alia, approve the Acquisition and Rights Issue from
certain major Greencore Shareholders in respect of a total of
approximately 78.2 million Greencore Shares representing
approximately 37.4 per cent. of the issued share capital of
Greencore.
-- Irrevocable undertaking to accept the Offer received from
Angel Street, representing approximately 90.2 per cent. of the
issued share capital of Uniq.
Commenting on the Offer, Patrick Coveney, Chief Executive
Officer of Greencore, said:
"The proposed acquisition of Uniq delivers demonstrable further
scale in two key categories - Food to Go and Chilled Desserts, and
is underpinned by substantial synergies. Furthermore, it broadens
Greencore's commercial footprint and it is perfectly aligned to our
strategy. It represents an important milestone as we extend the
scale and leadership positions of our Group in the UK convenience
market. I am very excited about bringing together the Greencore and
Uniq teams to deliver on this opportunity."
Geoff Eaton, Chief Executive Officer of Uniq, said:
"Today's announcement is the best possible result for all
concerned. It is a good offer from a strong business that provides
an excellent strategic fit and, as such, represents the best
outcome for employees, pension members and shareholders, as well as
an exciting opportunity for Greencore.
The Uniq team has done an exceptional job over the past two
years to find a solution to Uniq's pension scheme issues, whilst
continuing to deliver a high quality service to our customers. As a
result, the building blocks are in place for the Uniq businesses to
realise their full potential with a committed, long-term owner,
such as Greencore."
________________________________________________________________________
________
1 Adjusted earnings per share is defined as earnings per
Greencore Share before exceptional items, pension finance items,
acquisition related amortisation, FX on inter-company and certain
external loan balances and the movement in the fair value of all
derivative financial instruments and related debt adjustment.
Adjusted earnings per share has been stated before the accounting
recognition of deferred tax assets upon acquisition. This accretion
statement reflects the expected phased synergies of the acquisition
and excludes exceptional costs related to the acquisition.
________________________________________________________________________
________
Summary
-- The boards of Greencore and Uniq are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer to be made by Greencore Foods, a wholly owned subsidiary of
Greencore, for the whole of the issued and to be issued share
capital of Uniq.
-- Under the terms of the Offer, Uniq Shareholders will be
entitled to receive 96 pence per Uniq Share in cash, valuing the
existing issued share capital of Uniq at approximately GBP113
million.
-- The Offer Price represents a premium of:
-- approximately 62.7 per cent. to the Opening Price of 59.0
pence for each Uniq Share on 1 April 2011, the day on which Uniq
announced that it had been informed that its 90.2 per cent.
shareholder, Angel Street, intended to undertake a process to
realise all or part of its shareholding in Uniq. Prior to 1 April
2011, Uniq's Shares represented the pre-Restructuring share capital
of Uniq and were suspended from trading on 17 March 2011 pending
completion of the Restructuring; and
-- approximately 25.5 per cent. to the Closing Price of 76.5
pence for each Uniq Share on 11 July 2011, the last dealing day
prior to the date of this announcement.
-- The Greencore Directors expect the Acquisition and associated
financing (including the Rights Issue) to deliver mid-single digit
(percentage point) adjusted earnings per share accretion in the
financial year to end September 2012 and to be significantly
accretive in years thereafter.(2) This statement should not be
construed as a profit forecast or be interpreted to mean that the
future earnings per share, profits, margins or cash flows of the
Greencore Group, taking into account the effect of the Rights
Issue, will necessarily be greater than the historic published
earnings per share, profits, margins or cash flows of the Greencore
Group. The return on invested capital associated with the
Acquisition is expected to comfortably exceed the Greencore Group's
weighted average cost of capital in the first year after completion
of the Acquisition, with substantially higher returns achieved in
the years following.
-- Uniq has a range of tax assets arising from significant
pension contributions in recent years together with other losses
arising from previous trading performance and capital expenditure
and Greencore anticipates being able to use these to shelter Uniq's
profits from tax for the foreseeable future.
-- The Uniq Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Uniq Directors, Investec has taken into
account the commercial assessments of the Uniq Directors.
Accordingly, the Uniq Board has agreed unanimously to recommend
that Uniq Shareholders accept the Offer, as they have themselves
irrevocably undertaken to do in respect of their entire beneficial
holdings of Uniq Shares amounting to, in aggregate, 37,893 Uniq
Shares, representing approximately 0.03 per cent. of the existing
issued share capital of Uniq.
-- In addition, Greencore has received an irrevocable
undertaking to accept the Offer from Angel Street, in respect of a
total of 105,704,563 Uniq Shares representing approximately 90.2
per cent. of the issued share capital of Uniq.
-- The undertakings in respect of 105,742,456 Uniq Shares, in
aggregate, from the Uniq Directors and Angel Street will continue
to be binding in the event of an offer for the issued ordinary
share capital of Uniq by another party.
-- Greencore intends to raise approximately EUR80.2 million,
through a 5 for 6 rights issue at EUR0.46 per share, which has been
fully underwritten by Barclays Capital, HSBC and RBS Hoare Govett.
The proceeds of the Rights Issue will be applied towards funding
the consideration payable by Greencore to Uniq Shareholders in
connection with the Acquisition. The balance will be funded by
drawing on a facility to be made available to the Greencore Group
specifically for the purpose of implementing the Acquisition.
-- Each of the Greencore Directors either intends to take up in
full their Rights to subscribe for New Greencore Shares under the
Rights Issue or to sell sufficient of their Nil Paid Rights during
the nil paid dealing period to meet the costs of taking up the
balance of their entitlement to New Greencore Shares.
-- The Acquisition is of sufficient size relative to the
Greencore Group to constitute a Class 1 Transaction for the
purposes of the Listing Rules and the Offer is therefore
conditional upon (among other things) the approval of Greencore
Shareholders.
-- Greencore has received irrevocable undertakings to vote in
favour of the Resolutions to,inter alia, approve the Acquisition
and Rights Issue from certain Greencore Shareholders in respect of
a total of 42,603,687 Greencore Shares representing approximately
20.4 per cent. of the issued share capital of Greencore, details of
which are set out in Part 2 of Appendix III.
-- Greencore has also received non-binding letters of intent to
vote in favour of the Resolutions to, inter alia, approve the
Acquisition and Rights Issue from certain Greencore shareholders in
respect of a total of approximately 35.6 million Greencore Shares
representing approximately 17.0 per cent. of the issued share
capital of Greencore, details of which are set out in Part 2 of
Appendix III.
-- The Greencore Board considers the Acquisition and the Rights
Issue to be in the best interests of Greencore and Greencore
Shareholders as a whole and, accordingly, will unanimously
recommend that Greencore Shareholders vote in favour of all of the
Resolutions to be proposed at the EGM as the Greencore Directors
have irrevocably undertaken to do in respect of their own
beneficial holdings of 721,090 Greencore Shares (representing, in
aggregate, approximately 0.3 per cent. of the issued ordinary share
capital of Greencore).
-- The Greencore Board, which has received financial advice from
Barclays Capital, considers the terms of the Acquisition to be fair
and reasonable. In providing such financial advice to the Greencore
Board, Barclays Capital has relied upon the Greencore Board's
commercial assessment of the Acquisition.
Following the Acquisition and the Rights Issue, Greencore will
remain domiciled and tax resident in Ireland with its registered
and corporate head office in Dublin. Greencore will report results
in pounds sterling and target entry into the FTSE UK Index
Series.
This summary should be read in conjunction with the full text of
the following announcement. Appendix IV to the following
announcement contains definitions of certain terms used in this
summary and the following announcement.
The Offer Document will be posted to Uniq Shareholders as soon
as practicable and, in any event (save with the consent of the
Panel), within 28 days of the date of this announcement.
The Prospectus will be posted to Greencore Shareholders on or
about 15 July 2011.
_______________________________________________________________________
(2) Adjusted earnings per share is defined as earnings per
Greencore Share before exceptional items, pension finance items,
acquisition related amortisation, FX on inter-company and certain
external loan balances and the movement in the fair value of all
derivative financial instruments and related debt adjustment.
Adjusted earnings per share has been stated before the accounting
recognition of deferred tax assets upon acquisition. This accretion
statement reflects the expected phased synergies of the acquisition
and excludes exceptional costs related to the acquisition.
________________________________________________________________________
_________________
Presentation
A presentation will be made to analysts and institutional
investors at 9.00am on Tuesday 12 July 2011 at Eversheds LLP, One
Wood Street, London EC2V 7WS.
This presentation can be accessed live through the following
channels:
Webcast - details on: www.greencore.com/investor_relations
Conference call:
UK: +44 (0)20 7136 6285
Ireland: +353 (1) 4860916
Pass code: 5018234#
PRESS ENQUIRIES
For further information contact:
Greencore
Eoin Tonge +353 (1) 605 1017
Patrick Coveney +353 (1) 605 1045
Alan Williams +353 (1) 605 1018
Uniq
Geoff Eaton +44 (0) 1753 276011
Martin Beer
Barclays Capital (financial adviser, sole sponsor and joint
broker to Greencore and sole global co-ordinator and bookrunner
for the Rights Issue)
Mark Todd +44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate Broking)
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
Goodbody Stockbrokers (joint broker to Greencore)
Linda C. Hickey +353 (1) 641 6017
Powerscourt (PR adviser to Greencore)
Greg Lawless +44 (0) 20 7250 1446
Lisa Kavanagh
Drury Communications (PR adviser to Greencore)
Anne-Marie Curran +353 (1) 260 5000
MHP (PR adviser to Uniq)
Tim McCall +44 (0) 20 3128 8791
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 announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for Greencore and no
one else as corporate broker in connection with the Acquisition and
as corporate broker in connection with the Rights Issue and will
not be responsible to anyone other than Greencore for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition and/or Rights Issue or in relation to
the contents of this document or any transaction or any other
matters referred to in this document.
Oghma Partners LLP also provided certain advisory services
exclusively to Greencore and will not be responsible to anyone
other than Greencore for providing the protections afforded to its
clients or for providing advice in relation to the Acquisition
and/or Rights Issue or any other matters referred to in this
document.
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 contained or referred to in the Offer
Document which Greencore intends to despatch shortly to Uniq
Shareholders and, for information only, to holders of options under
the Uniq Share Scheme and the holder of the Uniq Warrants.
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
will be contained in the Offer Document. The availability of the
Rights Issue (which will be made only pursuant to the Prospectus
and the Provisional Allotment Letters (as defined therein)) to
persons who are not resident in the United Kingdom or the Republic
of Ireland 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
(in the context of the Rights Issue) are contained in the
Prospectus.
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.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This announcement includes forward-looking statements, such as
Greencore's beliefs and expectations regarding the proposed
combination of Greencore's and Uniq's businesses. These statements
are based on certain assumptions and reflect Greencore's current
expectations. Forward-looking statements also include statements
about Greencore's beliefs and expectations related to the
Acquisition, benefits that would be afforded to customers, benefits
to the Greencore Group that are expected to be obtained as a result
of the Acquisition, as well as Greencore's ability to enhance
shareholder value through, among other things, the delivery of
expected synergies. There can be no assurance that the Acquisition
will be consummated or that the anticipated benefits will be
realised. The Acquisition is subject to various approvals and the
fulfilment of certain conditions, and there can be no assurance
that any such approvals will be obtained and/or such conditions
will be met. All forward-looking statements in this announcement
are subject to a number of risks and uncertainties that could cause
actual results or events to differ materially from current
expectations. These risks and uncertainties include: the ability to
achieve the cost savings and synergies contemplated through the
Acquisition; the failure of Greencore Shareholders to approve the
Acquisition; the failure of Angel Street to comply with its
obligations under its irrevocable undertaking; the effect of
regulatory conditions, if any, imposed by regulatory authorities;
the reaction of Greencore's and Uniq's customers, employees and
suppliers to the Acquisition; the ability to promptly and
effectively integrate the businesses of Greencore and Uniq; and the
diversion of management time on Acquisition-related issues.
Additional factors that could cause actual results or events to
differ materially from current expectations are discussed in
Greencore's and Uniq's respective materials filed with the
securities regulatory authorities in the United Kingdom and in the
Republic of Ireland (as the case may be) from time to time
including Greencore's Annual Report and Accounts for the financial
year ended 25 September 2010 and Uniq's Annual Report and Accounts
for the financial year ended 31 December 2010. Any forward-looking
statements made by or on behalf of Greencore and Uniq speak only as
of the date they are made. Greencore and Uniq each disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise. Past performance is no guarantee of future
performance.
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 13 July
2011.
FOR IMMEDIATE RELEASE
12 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.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF, OR A SOLICITATION
OF AN OFFER TO PURCHASE, SECURITIES IN THE UNITED STATES. THE
SECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE 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 OR JAPAN. ACCORDINGLY, THE SECURITIES MAY NOT
BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE US SECURITIES ACT OR IN CANADA, AUSTRALIA OR JAPAN,
EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY
SUCH JURISDICTION. THE ISSUER DOES NOT INTEND TO REGISTER ANY PART
OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES.
RECOMMENDED CASH OFFER
by
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
and
5 FOR 6 RIGHTS ISSUE TO RAISE APPROXIMATELY EUR80.2 MILLION,
FULLY UNDERWRITTEN BY BARCLAYS CAPITAL, HSBC AND RBS HOARE
GOVETT
1. Introduction
The boards of Greencore and Uniq are pleased to announce that
they have reached agreement on the terms of a recommended cash
offer to be made by Greencore Foods, a wholly owned subsidiary of
Greencore, for the whole of the issued and to be issued share
capital of Uniq.
The Offer values each Uniq Share at 96 pence and Uniq's existing
issued share capital at approximately GBP113 million.
Greencore announces that it intends to raise approximately
EUR80.2 million, through a 5 for 6 rights issue at EUR0.46 per
share, which has been fully underwritten by Barclays Capital, HSBC
and RBS Hoare Govett. The proceeds of the Rights Issue will be
applied towards funding the consideration payable by Greencore to
Uniq Shareholders in connection with the Acquisition. Further
details on the Rights Issue are set out in paragraph 7 of this
announcement.
-- The Offer Price represents a premium of:
-- approximately 62.7 per cent. to the Opening Price of 59.0
pence for each Uniq Share on 1 April 2011, the day on which Uniq
announced that it had been informed that its 90.2 per cent.
shareholder, Angel Street, intended to undertake a process to
realise all or part of its shareholding in Uniq. Prior to 1 April
2011, Uniq's Shares represented the pre-Restructuring share capital
of Uniq and were suspended from trading on 17 March 2011 pending
completion of the Restructuring; and
-- approximately 25.5 per cent. to the Closing Price of 76.5
pence for each Uniq Share on 11 July 2011, the last dealing day
prior to the date of this announcement.
Greencore has received an irrevocable undertaking to accept the
Offer from Angel Street, in respect of a total of 105,704,563 Uniq
Shares representing approximately 90.2 per cent. of the issued
share capital of Uniq.
2. Recommendation
The Uniq Directors, who have been so advised by Investec,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the Uniq Directors, Investec has taken into
account the commercial assessments of the Uniq Directors.
Accordingly, the Uniq Board has agreed unanimously to recommend
that Uniq Shareholders accept the Offer, as they have themselves
irrevocably undertaken to do (or procure to be done) in respect of
their entire beneficial holdings of Uniq Shares amounting to, in
aggregate, 37,893 Uniq Shares, representing approximately 0.03 per
cent. of Uniq's existing issued share capital.
3. The Offer
The Offer, which will be on the terms and subject to the
conditions set out below and in Appendix I, and to be set out in
full in the formal Offer Document and Form of Acceptance, will be
made on the following basis:
For each Uniq Share 96 pence in cash
Uniq Shares will be acquired by Greencore pursuant to the Offer
fully paid and free from all liens, equities, charges, equitable
interests, encumbrances, rights of pre-emption and other third
party rights and/or interests of any nature whatsoever and together
with all rights attaching to them, now or in the future, including
the right to receive and retain all dividends, interest and other
distributions declared, paid or made in the future.
The Acquisition will be conditional upon, inter alia:
-- the Resolutions to approve the Acquisition and the Rights
Issue being passed by Greencore Shareholders by the requisite
majority of votes at the EGM;
-- Admission of the New Greencore Shares (nil and fully paid) to
the Official List;
-- the UK Office of Fair Trading indicating (in terms reasonably
satisfactory to Greencore) that it does not intend to refer the
Acquisition or any related matter to the Competition Commission;
and
-- the Irish Competition Authority determining that the
Acquisition may be put into effect (or, as the case may be, not
determining to the contrary within the relevant statutory time
periods) in accordance with the provisions of the Irish Competition
Act.
Subject to satisfaction of the Conditions to the Offer, which
are set out in Part A of Appendix I, it is expected that completion
of the Acquisition will occur at or around the end of September
2011. On completion of the Acquisition, Uniq will become a
subsidiary of the Company. Under the terms of the Offer, Uniq
Shareholders will only receive cash in consideration for their Uniq
Shares and will not receive Greencore Shares in consideration for
their Uniq Shares.
4. Background to and Reasons for the Offer
The Greencore strategy is centred on building leadership in the
UK convenience food market. The Greencore Board believes in
establishing and deepening leadership positions in discrete food
categories, especially in chilled convenience foods, and in
achieving operational excellence, to deliver strong, sustainable
and growing returns to Greencore Shareholders. The Greencore Board
believes that the Uniq business, which has recently completed its
pension deficit-for-equity restructuring, represents an excellent
fit to this strategy which will help the combined group achieve
greater scale in the Food to Go and Chilled Desserts markets.
Importantly, this scale can be achieved while adding new and
complementary customer relationships to the Greencore Group.
Furthermore, the elimination of duplicated corporate, divisional
and functional overheads, and the overlapping nature of the
respective supply chains, create considerable potential for synergy
delivery.
On 1 April 2011, Uniq announced that Angel Street was
undertaking a process to realise all or part of its shareholdings.
Greencore participated in this process and Angel Street has
irrevocably undertaken to accept the Offer in respect of
105,704,563 Uniq Shares, representing 90.2% of Uniq's existing
issued share capital, being all the Uniq Shares it owns or
controls.
The Greencore Board believes that the investment case for the
Acquisition is underpinned by the synergy potential and strategic
rationale which is set out below.
Strong complementary portfolio and assets
The Greencore Board believes that the Acquisition will:
-- add a set of quality businesses across the growing Food to Go
and Desserts categories which can combine effectively with
Greencore's existing portfolio;
-- strengthen the Greencore Food to Go business by building
further scale in sandwiches, and by establishing Greencore as a
more significant supplier in the salads marketplace;
-- provide Greencore with a platform to build out a stronger,
more broadly based Chilled Desserts business than it operates
today; Greencore recognises the progress Uniq has made in the
restructuring of its desserts business in recent years and will
continue to focus on and improve that business to ensure acceptable
returns;
-- add a complementary customer base, in particular adding a
significant position with Marks & Spencer PLC in sandwiches and
premium desserts, a customer to which Greencore has modest exposure
to today; and
-- broaden the platform to support continued investment in
innovation for the benefit of Greencore Shareholders and the
customers of the Greencore Group.
Greencore has a clear integration plan to combine the two
businesses, within the existing Greencore structures, while
ensuring that the Greencore Group protects and builds on the
expertise, knowledge and commercial relationships that sit within
the Uniq Group, especially within the Uniq "Food To Go" and
"Desserts" businesses. Both Greencore and Uniq operate with a
decentralised set of largely autonomous category business units.
The Greencore Directors believe that this shared structural
approach, allied to some commonality of systems, and many shared
values, will facilitate the integration of Uniq into the Greencore
Group.
Further information on the existing operations of the Greencore
Group and the Uniq Group (including their food portfolios and asset
bases) is detailed in paragraphs 9 and 10, respectively, of this
announcement.
Synergies
Greencore has looked closely at the potential synergy delivery
resulting from the Acquisition. The assessment of this potential
has been aided by the fact that both Greencore and Uniq operate in
many of the same markets, with consequent duplication at the
corporate, divisional and functional level, and with overlapping
supply chains and supplier bases. In forming a view on the synergy
potential, Greencore has relied on its own experience, the full
cooperation and insight of Uniq senior management, as far as has
been appropriate to date, and extensive analytical work.
As a result, the Greencore Board believes that, following the
Acquisition, the Greencore Group will be able to achieve annual net
cost synergies of at least GBP10 million. This comprises GBP5
million from the elimination of duplicated corporate, divisional
and functional overheads and GBP5 million from purchasing and
supply chain efficiencies generated from the overlapping nature of
the respective supply chains.
The Greencore Board expects that the Group will benefit from
approximately 70 per cent. of these synergies in the financial year
to end September 2012, rising to approximately 100 per cent. in the
following financial year. It is expected that realisation of these
synergies will incur one-off cash costs of approximately GBP10
million, of which approximately 70 per cent. will be incurred in
the first 12 months after completion of the Acquisition, with the
balance in the following year.
Tax assets
Uniq has a range of tax assets arising from significant pension
contributions in recent years together with other losses arising
from previous trading performance and capital expenditure. Whilst
there are detailed rules to determine how the various types of tax
assets can be used and a number of potential restrictions that can
apply to these on a change of ownership, Greencore anticipates that
Uniq should be able to use certain of these assets in the coming
years to offset future profits as they arise and that, in
particular, Uniq should be able to shelter its profits from tax for
the foreseeable future.
Financial effects of the Acquisition
The Greencore Directors expect the Acquisition and associated
financing (including the Rights Issue) to deliver mid-single digit
(percentage point) adjusted earnings per share accretion in the
financial year to end September 2012 and to be significantly
accretive in years thereafter.(3) This statement should not be
construed as a profit forecast or be interpreted to mean that the
future earnings per share, profits, margins or cash flows of the
Greencore Group, taking into account the effect of the Rights
Issue, will necessarily be greater than the historic published
earnings per share, profits, margins or cash flows of the Greencore
Group.
The return on invested capital associated with the Acquisition
is expected to comfortably exceed the Greencore Group's weighted
average cost of capital in the first year after completion of the
Acquisition, with substantially higher returns achieved in the
years following.
The Greencore Board's expectations of these financial effects
are based upon an assumed acquisition completion at the end of
September 2011 and the realisation of synergies on the basis
described above and do not take into account any exceptional
restructuring costs.
Greencore Group capital structure and dividend policy
The Greencore Board believes that the proposed financing of the
Acquisition will leave the Greencore Group with a strong credit
profile which will facilitate financial and strategic flexibility
for the future. On completion of the Acquisition, the Greencore
Board expects that the financial leverage of the Greencore Group
will be broadly in line with Greencore's present position. As the
financial benefits of the Acquisition outlined above are realised,
the Greencore Board expects this financial leverage to fall, with
the Greencore Group's net debt to EBITDA ratio expected to be
approaching 2 times by the end of financial year ending September
2013.
Reflecting the confidence that the Greencore Board has in the
benefits of the Acquisition and the cash generative potential of
the Greencore Group, it is intended that Greencore will maintain
its progressive dividend policy and continue to target a dividend
payout ratio of 40 per cent. to 50 per cent. of adjusted earnings
per share.
________________________________________________________________
(3) Adjusted earnings per share is defined as earnings per
Greencore Share before exceptional items, pension finance items,
acquisition related amortisation, FX on inter-company and certain
external loan balances and the movement in the fair value of all
derivative financial instruments and related debt adjustment.
Adjusted earnings per share has been stated before the accounting
recognition of deferred tax assets upon acquisition. This accretion
statement reflects the expected phased synergies of the acquisition
and excludes exceptional costs related to the acquisition.
________________________________________________________________________
________
5. Background to the Recommendation
Restructuring
Uniq (which was formerly called Unigate plc) was a multinational
conglomerate with over 30,000 employees in the UK, continental
Europe and North America. As part of two decades of restructuring,
Uniq refocused its operations and divested a number of its
businesses, including its dairy business in 2000 and (by demerger)
its logistics business, Wincanton plc, in 2001. Uniq was, however,
left with a defined benefit pension scheme with approximately
21,000 pension members but had a much smaller business with which
to support its obligations to the Uniq Pension Scheme. Despite a
continued program of realisations from Uniq's portfolio releasing
cash to reduce indebtedness and set aside funding for the Uniq
Pension Scheme, the global recession resulted in challenging
financial conditions which in turn led to a significant increase in
the pension deficit.
Uniq's management, having previously attempted to secure a
long-term funding proposal in 2010 with the Trustee, secured
agreement with the Trustee, the Pensions Regulator and the Board of
the Pension Protection Fund to restructure Uniq in February
2011.
On 24 March 2011, Uniq completed the Restructuring which
released it and certain other members of the Uniq Group from their
obligations in relation to the defined benefit section of the Uniq
Pension Scheme. The Trustee agreed to release the Uniq companies
from such obligations in effect in exchange for a cash payment to
the Uniq Pension Scheme and a 90.2 per cent. shareholding in Uniq
being issued to Angel Street, a new company specifically formed for
the purpose of the Restructuring. As part of the Restructuring,
Angel Street became an employer under the Uniq Pension Scheme and
is now solely responsible for the defined benefit section of the
Uniq Pension Scheme.
On 23 March 2011, Uniq (as principal employer) terminated the
defined benefit section of the Uniq Pension Scheme and immediately
thereafter the Trustee began to wind up that section in accordance
with the trust deed and rules governing the Uniq Pension Scheme and
pensions legislation. The winding-up of the defined benefit section
of the Uniq Pension Scheme and certification of the deficit
triggered a statutory debt on Angel Street. As a result of such
debt being triggered, Keith Hinds and Daniel Taylor of Grant
Thornton UK LLP were appointed administrators of Angel Street on 24
March 2011 and the Trustee is its primary creditor. The
administration of Angel Street triggered the start of an assessment
period in relation to the defined benefit section of the Uniq
Pension Scheme. The Pension Protection Fund exercises the Trustee's
creditor rights in respect of the defined benefit section of the
Uniq Pension Scheme whilst it is in the assessment period.
Uniq's management believe that the Restructuring created a
long-term capital structure which, by freeing the Uniq Group from
its legacy pension burden, would allow management the opportunity
to focus on delivering their plans for the business.
Sale process
Uniq was informed in April 2011 of Angel Street's intention to
undertake a process to realise all or part of its shareholding in
Uniq. Angel Street, acting by its administrators Keith Hinds and
Daniel Taylor of Grant Thornton UK LLP, appointed Spayne Lindsay to
advise it on selling its shareholding. A sale process has been
undertaken with a number of interested parties. Following the
receipt of detailed proposals from Greencore, and taking into
account the relevant factors for Angel Street and advice from
Spayne Lindsay, Angel Street has irrevocably undertaken to accept
the Offer.
The Uniq Board believes that, following a significant period of
uncertainty for all stakeholders in the Uniq business, the Offer
delivers significant value for all Uniq Shareholders, in cash, at a
significant premium to Uniq's prevailing share price. Further, the
Offer also provides a suitable parent company to continue to fund
and aid the development of the Uniq business for the future.
6. Irrevocable Undertakings to Accept the Offer
Greencore has received irrevocable undertakings to accept the
Offer from the directors of Uniq in respect of 37,893 Uniq Shares,
being their entire beneficial holding of Uniq Shares, representing
approximately 0.03 per cent. of the issued share capital of Uniq,
details of which are set out in Part 1 of Appendix III.
These irrevocable undertakings will only cease to be binding in
the event that the Offer lapses or is withdrawn.
In addition, Greencore has received an irrevocable undertaking
to accept the Offer from Angel Street in respect of 105,704,563
Uniq Shares representing approximately 90.2 per cent. of the issued
share capital of Uniq, details of which are set out in Part 1 of
Appendix III.
This irrevocable undertaking will only cease to be binding in
the event that the Offer Document is not posted within 28 days of
the date of this announcement or within such longer period as
Greencore, with the consent of the Panel, determines or the Offer
lapses or is withdrawn.
Accordingly, Greencore has received irrevocable undertakings in
respect of, in aggregate, 105,742,456 Uniq Shares, representing
approximately 90.2 per cent. of Uniq's existing issued share
capital.
7. The Rights Issue
Greencore intends to raise approximately EUR80.2 million, by way
of the Rights Issue, the proceeds of which will be applied towards
funding the consideration payable to Uniq Shareholders in
connection with the Acquisition. The Rights Issue is not
conditional upon completion of the Acquisition.
Under the Rights Issue, the New Greencore Shares will be offered
by way of Nil Paid Rights to Qualifying Shareholders (other than,
subject to certain limited exceptions, those with registered
addresses in the United States or in the Excluded Territories) on
the following basis:
5 New Greencore Shares at EUR0.46 each for every 6 Existing
Greencore Shares
held and registered in the name of the Qualifying Shareholder at
the Record Date.
The Rights Issue Price of EUR0.46 per New Greencore Share
represents a 52.1 per cent. discount to the Closing Price of an
Existing Greencore Share of EUR0.961 on 11 July 2011, and a 37.3
per cent. discount to the TERP based on that Closing Price.
The Rights Issue, which has been fully underwritten by the
Underwriters in accordance with the terms and subject to the
conditions of the Underwriting Agreement, is conditional on:
-- all of the Resolutions relating to the Rights Issue being
passed by the requisite majorities of Greencore Shareholders at the
EGM;
-- the Underwriting Agreement having become unconditional in all
respects and not having been terminated in accordance with its
terms; and
-- Admission of the New Greencore Shares, nil paid and fully
paid, having occurred not later than 8.00 a.m. on 29 November 2011
(or such later time and/or date as Greencore and the Underwriters
may agree).
Applications will be made for the New Greencore Shares, nil paid
and fully paid, to be admitted to the Official Lists of the UK
Listing Authority and the Irish Stock Exchange and for the New
Greencore Shares, nil paid and fully paid, to be admitted to
trading on regulated markets of the London Stock Exchange and the
Irish Stock Exchange.
The New Greencore Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Greencore Shares,
including the right to receive all dividends or other distributions
made, paid or declared by reference to a record date falling after
the date of allotment and issue of the New Greencore Shares.
Each of the Greencore Directors either intends to take up in
full their rights to subscribe for New Greencore Shares under the
Rights Issue or to sell sufficient of their Nil Paid Rights during
the nil paid dealing period to meet the costs of taking up the
balance of their entitlement to New Greencore Shares.
The Rights Issue is not conditional upon completion of the
Acquisition and should the Rights Issue proceed and the Acquisition
not complete, the current intention of the Board is that the
proceeds of the Rights Issue will be used to reduce net debt while
the Directors evaluate other opportunities. If the Directors
determine that no opportunities to generate incremental shareholder
value exist then the Directors intend to return the Rights Issue
proceeds to Shareholders in the most tax efficient manner
possible.
Further details of the Rights Issue are set out in the
Prospectus which will be posted to Greencore Shareholders on or
about 15 July 2011.
8. Greencore Shareholder Approvals, General Meeting and
Prospectus
The Acquisition is of sufficient size relative to the Greencore
Group to constitute a Class 1 Transaction for the purposes of the
Listing Rules and the Offer is therefore conditional (among other
things) upon the approval of Greencore Shareholders. The Rights
Issue is also conditional upon, among other things, the passing of
the Resolutions but is not conditional upon completion of the
Acquisition. Accordingly, the EGM is to be held at 11.00 a.m. on or
about 8 August 2011 at The Crowne Plaza Hotel, Northwood Business
Park, Santry, Dublin 9, Ireland for the purposes of approving the
Acquisition and the Resolutions that are required (or thought
desirable) in order to implement the Rights Issue.
Greencore has received irrevocable undertakings to vote in
favour of the Resolutions to, inter alia, approve the Acquisition
and Rights Issue from certain Greencore Shareholders in respect of
a total of 42,603,687 Greencore Shares representing approximately
20.4 per cent. of the issued share capital of Greencore, details of
which are set out in Part 2 of Appendix III.
Greencore has also received non-binding letters of intent to
vote in favour of the Resolutions to, inter alia, approve the
Acquisition and Rights Issue from certain Greencore shareholders in
respect of a total of approximately 35.6 million Greencore Shares
representing approximately 17.0 per cent. of the issued share
capital of Greencore, details of which are set out in Part 2 of
Appendix III.
The Greencore Board, which has received financial advice from
Barclays Capital, considers the terms of the Acquisition to be fair
and reasonable. In providing such financial advice to the Greencore
Board, Barclays Capital has relied upon the Greencore Board's
commercial assessment of the Acquisition.
The Greencore Board considers the Acquisition and the Rights
Issue to be in the best interests of Greencore and Greencore
Shareholders as a whole and, accordingly, will unanimously
recommend that Greencore Shareholders vote in favour of all of the
Resolutions to be proposed at the EGM, as the Greencore Directors
have irrevocably undertaken to do in respect of their own
beneficial holdings of 721,090 Greencore Shares (representing in
aggregate, approximately 0.3 per cent. of the issued ordinary share
capital of Greencore).
9. Information on the Greencore Group
The Greencore Group is an international manufacturer of
convenience foods comprising a core "Convenience Foods" division
and an "Ingredients and Property" division. The Convenience Foods
division provides a wide range of customer and licensed brands to
major retail and foodservice customers in the UK, Ireland and the
US.
The Greencore Group operates from 20 facilities (18 of which are
manufacturing facilities) in the UK, Ireland and the US, directly
employing approximately 7,000 people.
In the UK, the Convenience Foods division supplies many of the
major food retailers across a range of products including
sandwiches, snack salads, sushi, chilled convenience meals, chilled
soups and sauces, ambient sauces and pickles, cakes and desserts
and Yorkshire puddings.
Recently, the Greencore Group has made significant steps to
concentrate its strategic focus on its convenience foods
businesses. This follows the completion of a successful disposal
programme, which saw the disposals of Greencore Group's non-core
malt, water and continental European convenience food
businesses.
As a result, at 24 September 2010, the Greencore Group was a
focused, strong performing convenience food business with a 31.8
per cent. decrease in net debt from the previous year (down from
EUR283.5 million as at 25 September 2009 to EUR193.4 million as at
24 September 2010). In the year to 24 September 2010, revenue was
up 6.4% to EUR856.0m and group operating profit from continuing
operations before exceptional items was up 17.8% to EUR57.3m from
the previous year.
In the half year ended 25 March 2011, the Greencore Group
delivered a half year performance which generated operating profits
from continuing operations before exceptional items of EUR27.0
million on continuing sales of EUR441.8 million. As a result of the
decrease in average net debt during the period, bank interest
payable reduced by EUR4.7 million. As at 25 March 2011, the
Greencore Group had total assets of EUR844.0 million and net assets
of EUR179.9 million.
10. Information on the Uniq Group
The Uniq Group is a private label chilled foods producer in the
UK whose shares are quoted on AIM. Uniq's business comprises two
divisions: "Food to Go" and "Desserts". Food to Go is comprised of
the sandwiches business at Uniq's Northampton site and the
Smedley's salads business at its Spalding site. The Desserts
division is supplied by Uniq's Minsterley and Evercreech sites.
Uniq's strategy is to achieve growth by empowering its
businesses, with the aim of giving them the speed and flexibility
to meet the needs of Uniq's customers, and to leverage its combined
scale to support its businesses and enhance growth opportunities
through quality and efficiency of service delivery. Uniq intends to
meet the needs of its customers and consumers through innovation
that satisfies the demands of growing and ever-changing markets and
working in partnership with its key suppliers and customers to
achieve the most effective supply chain capable of delivering added
value to its shared consumers.
Headquartered in Gerrards Cross, England, Uniq employs around
1,900 people and manufactures its products in four sites across the
UK at Northampton, Spalding, Minsterley and Evercreech.
In the financial year ended 31 December 2010, Uniq generated an
operating profit of GBP1.7 million and a loss before tax of GBP11.2
million on revenue of GBP311.9 million (operating profit before
significant items was GBP4.1 million and loss before tax and
significant items was GBP8.8 million) and in the financial year
ended 31 December 2009, Uniq generated an operating loss of GBP2.6
million and a loss before tax of GBP18.5 million on sales of
GBP287.2 million (operating loss before significant items was
GBP1.9 million and loss before tax and significant items was
GBP17.8 million). As at 31 December 2010, the Uniq Group had gross
assets of GBP182.6 million and net liabilities of GBP21.9
million.
11. Current Trading and Prospects
(a) Greencore current trading
Greencore published an Interim Management Statement on 12 July
2011 which included the following statement:
"The FY11 financial year is a 53 week year. The 'additional'
week is included in the third quarter results. As a result, the
tables set out below include quarterly and year to date revenue
growth rates both including and excluding the 'additional' week and
are presented using both reported and constant currency.
Third Quarter Revenue Performance
Q3 Reported Q3 Constant
Q3 Reported Q3 Constant Currency Currency
Revenue Currency Currency (excl extra (excl extra
Progression (14 weeks) (14 weeks) week) week)
Convenience
Foods +12% +18% +4% +9%
Ingredients
&
Property +33% +33% +24% +24%
Total +14% +19% +6% +11%
Year to Date Revenue Performance
YTD Reported YTD Constant
YTD Reported YTD Constant Currency Currency
Revenue Currency Currency (excl extra (excl extra
Progression (40 weeks) (40 weeks) week) week)
Convenience
Foods +10% +9% +7% +6%
Ingredients
&
Property +14% +14% +11% +11%
Total +10% +9% +7% +6%
Convenience Foods
In our Interim results announced on 24 May 2011, we highlighted
that the Convenience Foods division had recorded a good first half
in challenging market conditions with sales from continuing
operations increasing by 4.3% on a constant currency basis. This
sales momentum has continued into the third quarter with constant
currency sales growing by 9% during that period. This strong
performance was driven by:
-- Buoyant underlying demand during April and May reflecting in
part good weather and the timing of bank/public holidays;
-- The year on year impact of new customer gains particularly in
our largest businesses of Prepared Meals and Food to Go;
-- The Grocery business returning to revenue growth having
completed its product rationalisation programme;
-- Good sales growth in the US business reflecting strong growth
in the recently acquired "On A Roll" business. On a Roll
contributed 3 percentage points of constant currency revenue growth
to the Convenience Foods division in the quarter.
Input cost inflation is expected to be around 4% in FY2011 with
over 95% of ingredients and packaging requirements for the
financial year either purchased or contracted. The financial impact
of this inflation will have been mitigated in FY2011 through
internal efficiencies, product reconfiguration and selected price
increases.
Ingredients and Property
This division experienced exceptional revenue growth in the
quarter driven both by the impact of commodity price movements and
strong underlying demand.
Financial Position
As previously reported, the Group successfully completed the
refinancing of its primary bank facility of GBP280m for a 5 year
term at competitive rates during May.
Outlook
The trading environment in our core UK convenience foods market
has been both challenging and volatile during 2011 and the Board
expects this to remain the case in the seasonally important final
quarter of FY2011. Nevertheless, assuming that the average Euro:
Sterling exchange rate for the full year remains in the range of
0.85-0.87, the Board anticipates delivering adjusted EPS in line
with market expectations."
(b) Uniq current trading
On 17 June 2011, Uniq gave the following trading update at its
annual general meeting:
"Trading in the first 21 weeks of 2011 has been in line with the
board's expectations. Overall sales have increased by 2.4% on the
same period last year. Desserts sales are down 5.9% reflecting the
phased exit of Cottage Cheese and the loss of Everyday Desserts
business from Minsterley from April 2011, as previously reported,
while Premium Desserts sales are ahead of last year. Food to Go
sales are up on last year by 11.2% as a result of a continued focus
on providing the product and service required by our customers and
the end consumer."
Despite Uniq's intention to build its capability and customer
base for its premium, differentiated yoghurt at Minsterley, a
further reduction in the margins achievable in this sector has lead
Uniq to conclude that the returns it can realise from this category
are insufficient to justify further investment in capital.
Consequently, the Uniq Directors have decided to withdraw from
yoghurt in April 2012. This is likely to result in a number of
employees being at risk of redundancy and a consultation process
has commenced at the site. It is anticipated that following this
restructuring, the loss of this business will not have a material
impact of the financial position of the Minsterley site.
12. Management and Employees
It is intended that all of the current members of the Greencore
Board will continue to serve on the Greencore Board following
completion of the Acquisition.
The Greencore Board recognises that in order to achieve the
planned benefits of the Acquisition some operational restructuring
will be required following completion of the Acquisition, which may
lead to some redundancies where the businesses have overlapping
functions or where this would otherwise improve efficiency.
However, no decisions will be taken regarding any redundancies, any
changes to the locations of Uniq's places of businesses or the
redeployment of Uniq's fixed assets until a business review has
been undertaken following completion of the Acquisition and
appropriate consultation with employee representatives has
occurred.
The existing employment rights of all employees of both the
Greencore Group and the Uniq Group will, following the completion
of the Acquisition, be fully safeguarded and all employee
consultation requirements will be complied with.
13. Uniq Share Scheme and Uniq Warrants
The Offer will extend to any Uniq Shares which are
unconditionally allotted or issued fully paid (or credited as fully
paid) prior to the date on which the Offer closes (or such earlier
date as Greencore may, subject to the Code, decide, not being
earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances or, if later, the first closing
date) including any such shares unconditionally allotted or issued
pursuant to the exercise of options under the Uniq Share
Scheme.
There are currently options outstanding in respect of 11,000
Uniq Shares, but the exercise price of such options is less than
the Offer Price. To the extent that options remain unexercised at
the time the Offer becomes or is declared wholly unconditional,
appropriate proposals will be made by Greencore to participants in
the Uniq Share Scheme.
There are currently Uniq Warrants outstanding in respect of
234,846 Uniq Shares. Upon the Offer becoming unconditional in all
respects, the holder of the Uniq Warrants will be able to give
notice to exercise the Uniq Warrants. The Offer will extend to Uniq
Shares resulting from the exercise of the Uniq Warrants.
14. Disclosure of Interests in Uniq
Diane Walker, a director of Greencore, beneficially owns 60 Uniq
Shares.
Save as disclosed above, neither Greencore, nor any of the
Greencore Directors, their immediate families or related trusts
nor, so far as Greencore is aware, any party acting in concert with
Greencore, had any interest in or right to subscribe in respect of
any relevant securities of Uniq or had any short positions in
respect of relevant securities of Uniq, or had borrowed or lent any
relevant security of Uniq.
Greencore will today disclose the details required to be
disclosed by it under Rule 8.1(a) of the Code.
15. Framework Agreement
Greencore, Greencore Foods and Uniq have entered into the
Framework Agreement which contains provisions relating to the
implementation of the Offer and certain assurances and
confirmations between the parties (including terms regarding the
conduct of the business of Uniq).
16. Financing of the Offer
Full acceptance of the Offer (assuming the exercise of all of
the Warrants and the acceptance of the Offer by all Uniq
Shareholders before the Offer closes) will result in the payment by
the Company of approximately GBP113 million in cash to Uniq
Shareholders.
It is intended that the funding for the Offer will be met by the
proceeds of the Rights Issue and by drawing on a facility to be
made available to the Greencore Group specifically for the purpose
of implementing the Acquisition.
Barclays Capital is satisfied that sufficient resources are
available to Greencore to satisfy in full the cash consideration
payable pursuant to the Offer.
17. Cancellation of Trading and Re-registration
On completion of the Acquisition, application will be made for
the cancellation of trading in Uniq Shares on AIM on 20 Business
Days' notice. If sufficient valid acceptances of the Offer are
received and/or sufficient Uniq Shares are otherwise acquired, the
Company intends to apply the provisions of sections 979 to 982
(inclusive) of the Companies Act 2006 to acquire compulsorily any
outstanding Uniq Shares to which the Offer relates.
18. Domicile and Listing of Greencore and Presentational
Currency
Following the Acquisition and the Rights Issue, Greencore will
remain domiciled and tax resident in Ireland, with its registered
and corporate head office in Dublin. Greencore Shares will continue
to be listed on the Irish Stock Exchange and the Official List of
the UK Listing Authority.
In order to facilitate entry in to the FTSE UK Index Series,
Greencore intends to apply for the cancellation of the Greencore
Shares on the Official List of the Irish Stock Exchange and of the
trading of Greencore Shares on the regulated market of the Irish
Stock Exchange within the 12 month period following the date of
this announcement.
Greencore will report results in pounds sterling. The change in
currency and listing reflects the concentration of Greencore
Group's activities in pounds sterling.
19. General
The Offer Document will be posted to Uniq Shareholders as soon
as practicable and, in any event (save with the consent of the
Panel), within 28 days of the date of this announcement.
The Prospectus will be posted to Greencore Shareholders on or
about 15 July 2011.
The Offer will be made solely by the Offer Document and the Form
of Acceptance, which will contain the full terms and conditions of
the Offer, including details of how the Offer may be accepted.
Appendix IV contains definitions of the terms used in this
announcement.
20. Presentation
A presentation will be made to analysts and institutional
investors at 9.00am on Tuesday 12 July 2011 at Eversheds LLP, One
Wood Street, London EC2V 7WS
This presentation can be accessed live through the following
channels:
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PRESS ENQUIRIES
For further information contact:
Greencore
Eoin Tonge +353 (1) 605 1017
Patrick Coveney +353 (1) 605 1045
Alan Williams +353 (1) 605 1018
Uniq
Geoff Eaton +44 (0) 1753 276011
Martin Beer
Barclays Capital (financial adviser, sole sponsor and joint
broker to Greencore and sole global co-ordinator and bookrunner
for the Rights Issue)
Mark Todd +44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate Broking)
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
Goodbody Stockbrokers (joint broker to Greencore)
Linda C. Hickey +353 (1) 641 6017
Powerscourt (PR adviser to Greencore)
Greg Lawless +44 (0) 20 7250 1446
Lisa Kavanagh
Drury Communications (PR adviser to Greencore)
Anne-Marie Curran +353 (1) 260 5000
MHP (PR adviser to Uniq)
Tim McCall +44 (0) 20 3128 8791
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 announcement.
Goodbody Stockbrokers, which is regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for Greencore and no
one else as corporate broker in connection with the Acquisition and
as corporate broker in connection with the Rights Issue and will
not be responsible to anyone other than Greencore for providing the
protections afforded to its clients or for providing advice in
relation to the Acquisition and/or Rights Issue or in relation to
the contents of this document or any transaction or any other
matters referred to in this document.
Oghma Partners LLP also provided certain advisory services
exclusively to Greencore and will not be responsible to anyone
other than Greencore for providing the protections afforded to its
clients or for providing advice in relation to the Acquisition
and/or Rights Issue or any other matters referred to in this
document.
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 contained or referred to in the Offer
Document which Greencore intends to despatch shortly to Uniq
Shareholders and, for information only, to holders of options under
the Uniq Share Scheme and to the holder of the Uniq Warrants.
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
will be contained in the Offer Document. The availability of the
Rights Issue (which will be made only pursuant to the Prospectus
and the Provisional Allotment Letters (as defined therein)) to
persons who are not resident in the United Kingdom or the Republic
of Ireland 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
(in the context of the Rights Issue) are contained in the
Prospectus.
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.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This announcement includes forward-looking statements, such as
Greencore's beliefs and expectations regarding the proposed
combination of Greencore's and Uniq's businesses. These statements
are based on certain assumptions and reflect Greencore's current
expectations. Forward-looking statements also include statements
about Greencore's beliefs and expectations related to the
Acquisition, benefits that would be afforded to customers, benefits
to the Greencore Group that are expected to be obtained as a result
of the Acquisition, as well as Greencore's ability to enhance
shareholder value through, among other things, the delivery of
expected synergies. There can be no assurance that the Acquisition
will be consummated or that the anticipated benefits will be
realised. The Acquisition is subject to various approvals and the
fulfilment of certain conditions, and there can be no assurance
that any such approvals will be obtained and/or such conditions
will be met. All forward-looking statements in this announcement
are subject to a number of risks and uncertainties that could cause
actual results or events to differ materially from current
expectations. These risks and uncertainties include: the ability to
achieve the cost savings and synergies contemplated through the
Acquisition; the failure of Greencore Shareholders to approve the
Acquisition; the failure of Angel Street to comply with its
obligations under its irrevocable undertaking; the effect of
regulatory conditions, if any, imposed by regulatory authorities;
the reaction of Greencore's and Uniq's customers, employees and
suppliers to the Acquisition; the ability to promptly and
effectively integrate the businesses of Greencore and Uniq; and the
diversion of management time on Acquisition-related issues.
Additional factors that could cause actual results or events to
differ materially from current expectations are discussed in
Greencore's and Uniq's respective materials filed with the
securities regulatory authorities in the United Kingdom and in the
Republic of Ireland (as the case may be) from time to time
including Greencore's Annual Report and Accounts for the financial
year ended 25 September 2010 and Uniq's Annual Report and Accounts
for the financial year ended 31 December 2010. Any forward-looking
statements made by or on behalf of Greencore and Uniq speak only as
of the date they are made. Greencore and Uniq each disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by applicable law. Past
performance is no guarantee of future performance.
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 13 July
2011.
APPENDIX I
Conditions and Certain Further Terms of the Offer
A. Conditions Of The Offer
The Offer will be subject to the following conditions:
1. Acceptances
Valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1.00 pm on the first closing date of
the Offer (or, subject to the Code, such later time(s) and/or
dates(s) as Greencore may decide) in respect of (1) not less than
90 per cent. in nominal value of Uniq Shares to which the Offer
relates and (2) not less than 90 per cent. of the voting rights
carried by those shares (or, in either case, such lower percentage
as Greencore may decide). However, this condition will not be
satisfied unless Greencore and/or its wholly--owned subsidiaries
have acquired or agreed to acquire Uniq Shares carrying, in
aggregate, over 50 per cent. of the voting rights then normally
exercisable at general meetings of Uniq including, for this
purpose, to the extent (if any) required by the Code, the voting
rights attaching to any Uniq Shares which may be unconditionally
allotted or issued before the Offer becomes or is declared
unconditional as to acceptances. In this condition:
(a) the expression "Uniq Shares to which the Offer relates"
shall be construed in accordance with sections 974 to 991
(inclusive) Companies Act 2006;
(b) Uniq Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will
carry when they are issued; and
(c) valid acceptances shall be treated as having been received
in respect of any Uniq Shares that Greencore Group shall, pursuant
to section 979(8) and, if applicable, section 979(9) Companies Act
2006, be treated as having acquired or unconditionally contracted
to acquire by virtue of acceptances of the Offer.
2. Shareholder Approval And Admission Of New Greencore
Shares
(a) The passing at an extraordinary general meeting of Greencore
(or any adjournment thereof) of such resolution or resolutions as
may be necessary to approve, implement and effect the Offer and the
acquisition of any Uniq Shares under the Offer or otherwise;
(b) the passing at an extraordinary general meeting of Greencore
(or any adjournment thereof) of such resolution or resolutions as
may be necessary to approve, implement and effect the Rights Issue;
and
(c) the admission of the New Greencore Shares, nil paid and
fully paid, becoming effective in accordance with the Listing Rules
and the admission of such shares to trading becoming effective in
accordance with the Admission and Disclosure Standards of the
London Stock Exchange.
3. Competition Issues
(a) Without limitation to condition 4 below and in addition to
paragraphs (b), (c) and (d) below, one of the following
subparagraphs (i), (ii) (iii) or (iv) below having been fulfilled
or this paragraph (a) having been waived by Greencore:
(i) the Office of Fair Trading ("OFT") indicating in terms
satisfactory to Greencore (acting reasonably) that it does not
believe that the Offer or any part of the Offer creates a relevant
merger situation within the meaning of section 23 Enterprise Act
2002 ("Enterprise Act"); or
(ii) the OFT indicating in terms satisfactory to Greencore
(acting reasonably) that it has decided not to refer the Offer or
any part of the Offer to the Competition Commission under section
33 Enterprise Act regardless of whether or not Greencore has
offered undertakings in lieu of such a reference, or the statutory
period for the making of such a reference having expired without
any such reference being made; or
(iii) the period for considering any merger notice given to the
OFT by Greencore under section 96 Enterprise Act having expired
without any such reference being made, provided that section 100
Enterprise Act does not apply in relation to such merger notice;
or
(iv) a request to the European Commission having been made
either by the competent authorities of one or more EU member states
under Article 22(1) of Council Regulation (EC) No. 139/2004
("ECMR"), or by Greencore or Uniq under Article 4(5) of the ECMR,
and such request having been accepted by the European
Commission.
(b) Without limitation to condition 4 below and in addition to
paragraph (a) above and paragraph (c) and (d) below, one of the
following subparagraphs (i), (ii) or (iii) having been fulfilled,
or this paragraph (b) having been waived by Greencore:
(i) the Secretary of State for Trade and Industry ("the
Secretary of State") not having given an intervention notice to the
OFT under section 42(2) Enterprise Act in respect of the Offer
prior to the OFT's indication referred to in paragraph (a)(ii)
above; or
(ii) where the Secretary of State has given an intervention
notice to the OFT under the said section 42(2) in respect of the
Offer, the matters to which the said notice relates being finally
determined within the meaning of section 43(4) Enterprise Act
without any enforcement action being taken by the Secretary of
State pursuant to section 55(2) Enterprise Act; or
(iii) where the Secretary of State has given an intervention
notice to the OFT under the said section 42(2) in respect of the
Offer, Greencore agreeing to give such undertakings to the
Secretary of State as Greencore considers acceptable and such
undertakings being accepted by the Secretary of State under
paragraph 9 of Schedule 7 of the Enterprise Act.
(c) Without limitation to condition 4 below and in addition to
paragraphs (a) and (b) above and paragraph (d) below, one of the
following subparagraphs (i), (ii) or (iii) having been
fulfilled:
(i) no request to the European Commission having been made
either by the competent authorities of one or more EU member states
under Article 22(1) of the ECMR, nor by Greencore or Uniq under
Article 4(5) of the ECMR; or
(ii) such request having been made but not having been accepted
by the Commission; or
(iii) such request having been made and having been accepted by
the European Commission, one of the following sub subparagraphs (1)
or (2) having been met:
(1) Greencore having received in terms satisfactory to it
(acting reasonably) confirmation from the European Commission under
Article 6(1)(b) of the ECMR that the European Commission has
decided not to oppose the Offer and has declared it to be
compatible with the common market, whether or not such confirmation
is subject to the fulfilment of one or more conditions or
obligations which are satisfactory to Greencore (acting
reasonably); or
(2) the time limit (including any applicable extension) for the
taking by the European Commission of a decision under Article 6(1)
of the ECMR having passed with no such decision having been
taken.
(d) Without limitation to condition 4 below and in addition to
paragraphs (a), (b) and (c) above, one of the following
subparagraphs (i) or (ii) having been fulfilled:
(i) the Irish Competition Authority having confirmed, pursuant
to Section 21(2) of the Irish Competition Act 2002 (as amended),
that the result of the transaction contemplated by the Offer will
not be to substantially lessen competition in markets for goods or
services in Ireland; or
(ii) the time period provided for in Section 21(2) of the
Competition Act 2002 having expired without the Irish Competition
Authority informing Greencore that it intends to carry out an
investigation under Section 22 of the Competition Act 2002.
4. Authorisations
(a) All authorisations in any jurisdiction which Greencore
reasonably considers necessary or appropriate for, or in respect
of, the Offer, its implementation or any acquisition of any shares
in, or control of, Uniq or any other member of the Wider Uniq Group
by any member of the Wider Greencore Group having been obtained in
terms and in a form satisfactory to Greencore acting reasonably
from any relevant person or from any person or body with whom any
member of the Wider Uniq Group has entered into contractual
arrangements and all such authorisations remaining in full force
and effect and there being no intimation of any intention to revoke
or not renew the same; and
(b) all authorisations which Greencore reasonably considers
necessary to carry on the business of any member of the Wider Uniq
Group remaining in full force and effect and there being no
intimation of any intention to revoke or not to renew the same;
and
(c) all filings which Greencore reasonably considers necessary
having been made and all applicable waiting and other periods
having expired, lapsed or been terminated and all applicable
statutory or regulatory obligations in any jurisdiction having been
complied with.
5. Regulatory Intervention
No relevant person having taken, instituted, implemented or
threatened any legal proceedings, or having required any action to
be taken or otherwise having done anything or having enacted, made
or proposed any statute, regulation, order or decision or taken any
other step and there not continuing to be outstanding any statute,
regulation, order or decision that would or might reasonably be
expected to:
(a) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares in, or control or management of,
the Wider Uniq Group by Greencore illegal, void or unenforceable;
or
(b) otherwise directly or indirectly prevent, prohibit or
otherwise materially restrict, restrain, delay or interfere in the
implementation of or impose additional conditions or obligations
with respect to or otherwise challenge or require amendment of the
Offer or the proposed acquisition of Uniq by Greencore or any
acquisition of shares in Uniq by Greencore; or
(c) require, prevent or materially delay the divestiture by
Greencore of any shares or other securities in Uniq; or
(d) impose any material limitation on the ability of any member
of the Wider Greencore Group or any member of the Wider Uniq Group
to acquire or hold or exercise effectively, directly or indirectly,
any rights of ownership of shares or other securities or the
equivalent in any member of the Wider Uniq Group or management
control over any member of the Wider Uniq Group in any such case in
a manner or to an extent which is material to Greencore in the
context of the Offer or, as the case may be, in the context of the
Wider Greencore Group or the Wider Uniq Group taken as a whole;
or
(e) require, prevent or materially delay the disposal by Uniq or
any member of the Wider Greencore Group, or require the disposal or
alter the terms of any proposed disposal by any member of the Wider
Uniq Group, of all or any part of their respective businesses,
assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses or own their
respective assets or properties in any such case in a manner or to
an extent which is material to Greencore in the context of the
Offer or, as the case may be, in the context of the Wider Greencore
Group or the Wider Uniq Group taken as a whole; or
(f) require any member of the Wider Greencore Group or of the
Wider Uniq Group to offer to acquire any shares or other securities
(or the equivalent) in any member of the Wider Uniq Group or any
member of the Wider Greencore Group owned by any third party (in
each case, other than in implementation of the Offer), where such
acquisition would be material to Greencore in the context of the
Offer or, as the case may be, in the context of the Wider Greencore
Group or the Wider Uniq Group taken as a whole; or
(g) impose any limitation on the ability of any member of the
Wider Greencore Group or the Wider Uniq Group to integrate or
co--ordinate its business, or any part of it, with the businesses
or any part of the businesses of any other member of the Wider
Greencore Group and/or the Wider Uniq Group in each case in a
manner which would be material to Greencore in the context of the
Offer or, as the case may be, in the context of the Wider Greencore
Group or the Wider Uniq Group taken as a whole; or
(h) result in any member of the Wider Greencore Group or the
Wider Uniq Group ceasing to be able to carry on business under any
name under which it presently does so to an extent which is
material to Greencore in the context of the Offer or, as the case
may be, in the context of the Wider Greencore Group or the Wider
Uniq Group taken as a whole; or
(i) otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the Wider Greencore
Group or the Wider Uniq Group to an extent which is material to the
Greencore in the context of the Offer or, as the case may be, in
the context of the Wider Greencore Group or the Wider Uniq Group
taken as a whole,
and all applicable waiting and other time periods during which
any such relevant person could institute, or implement or threaten
any legal proceedings, having expired, lapsed or been
terminated.
6. Consequences Of The Offer
Save as Publicly Announced or Disclosed there being no provision
of any agreements to which any member of the Wider Uniq Group is a
party, or by or to which any such member, or any part of its
assets, may be bound, entitled or subject, which would, in each
case as a consequence of the Offer or of the acquisition or
proposed acquisition of all or any part of the issued share capital
of, or change of control or management of, Uniq or any other member
of the Uniq Group, reasonably be expected to result (in each case
to an extent which is material to Greencore in the context of the
Offer or, as the case may be, in the context of the Wider Uniq
Group taken as a whole) in:
(a) any material assets or interests of any member of the Wider
Uniq Group being or falling to be disposed of or charged in any way
or ceasing to be available to any member of the Wider Uniq Group or
any rights arising under which any such asset or interest could be
required to be disposed of or charged in any way or could cease to
be available to any member of the Wider Uniq Group otherwise than
in the ordinary course of business; or
(b) any moneys borrowed by or other indebtedness (actual or
contingent) of, or any grant available to, any member of the Wider
Uniq Group being or becoming repayable or capable of being declared
repayable immediately or earlier than the repayment date stated in
such agreement or the ability of such member of the Wider Uniq
Group to incur any such borrowing or indebtedness becoming or being
capable of becoming withdrawn, inhibited or prohibited; or
(c) any such agreement or the rights, liabilities, obligations
or interests of any such member under it being terminated or
adversely modified or affected or any onerous obligation arising or
any adverse action being taken under it; or
(d) the interests or business of any such member in or with any
third party (or any arrangements relating to any such interests or
business) being terminated or adversely modified or affected;
or
(e) the financial or trading position or prospects or value of
any member of the Wider Uniq Group being prejudiced or adversely
affected; or
(f) the creation of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Uniq Group or any such security
(whenever arising or having arisen) becoming enforceable or being
enforced; or
(g) any member of the Wider Uniq Group ceasing to be able to
carry on business under any name under which or on the terms on
which it currently does so or any person presently not able to
carry on business under any name under which any member of the
Wider Uniq Group currently does becoming able to do so; or
(h) the creation of actual or contingent liabilities by any
member of the Wider Uniq Group; or
(i) the ability of any member of the Greencore Group to carry on
its business being adversely affected in any material respect,
and no event having occurred which, under any provision of any
such agreement to which any member of the Wider Uniq Group is a
party, or by or to which any such member, or any of its assets, may
be bound, entitled or subject, could result , to an extent which is
material to Greencore in the context of the Offer or, as the case
may be in the context of the Wider Uniq Group taken as a whole, in
any of the events or circumstances as are referred to in
subparagraphs (a) to (i) inclusive.
7. No Corporate Action Taken Since The Accounting Date
Since the Accounting Date, save as otherwise Publicly Announced
or Disclosed or pursuant to transactions in favour of Uniq or a
wholly--owned subsidiary of Uniq, no member of the Wider Uniq Group
having:
(a) issued or agreed to issue or authorised or proposed the
issue or grant of additional shares of any class or securities
convertible into or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities (save pursuant to the Uniq Share Scheme or the Uniq
Warrants); or
(b) redeemed, purchased, repaid or reduced or proposed the
redemption, purchase, repayment or reduction of any part of its
share capital or made or proposed the making of any other change to
its share capital; or
(c) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus issue or other
distribution whether payable in cash or otherwise; or
(d) merged or demerged with or from, or acquired, any body
corporate or authorised or proposed or announced any intention to
propose any such merger or demerger; or
(e) other than in the ordinary course of business acquired or
disposed of, transferred, mortgaged or charged, or created or
granted any security interest over, any assets (including shares
and trade investments) or authorised or proposed or announced any
intention to propose any acquisition, disposal, transfer, mortgage,
charge or creation or grant of any security interest (which in any
case is material in the context of the Wider Uniq Group taken as a
whole); or
(f) issued or authorised or proposed the issue of any debentures
or incurred or save in the ordinary course of business increased
any borrowings, indebtedness or liability (actual or contingent) of
any aggregate amount which is material in the context of the Wider
Uniq Group taken as a whole; or
(g) entered into or varied, or authorised or proposed the entry
into or variation of, or announced its intention to enter into or
vary, any transaction, arrangement, contract or commitment (whether
in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or could involve an
obligation of such nature or magnitude or which is or could be
restrictive to the existing business of any member of the Wider
Uniq Group or which is other than in the ordinary course of
business and which in any such case is material in the context of
the Wider Uniq Group taken as a whole; or
(h) entered into, implemented, effected, authorised or proposed
or announced its intention to enter into, implement, effect,
authorise or propose any contract, reconstruction, amalgamation,
scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business which is material in the
context of the Wider Uniq Group taken as a whole; or
(i) waived or compromised any claim which is material in the
context of the Wider Uniq Group taken as a whole; or
(j) entered into or varied or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract
with any of the directors or senior executives of Uniq or (to the
extent it is material in the context of the Wider Uniq Group taken
as a whole) any of the directors or senior executives of any other
member of the Wider Uniq Group; or
(k) taken or proposed any corporate action or had any legal
proceedings instituted or threatened against it or petition
presented for its winding--up (voluntary or otherwise), dissolution
or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any material part of its assets and revenues or for any
analogous proceedings or steps in any jurisdiction or for the
appointment of any analogous person in any jurisdiction which in
any case is material in the context of the Wider Uniq Group taken
as a whole; or
(l) been unable, or admitted in writing that it is unable, to
pay its debts or has stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to
cease carrying on all or a substantial part of its business, in any
case which is or would be material in the context of the Wider Uniq
Group taken as a whole; or
(m) made any alteration to its articles of association, or other
incorporation documents; or
(n) in relation to the pension schemes established for its
directors and/or other employees and/or their dependants, made or
consented to any change, in any case which is or would be material
in the context of the Wider Uniq Group taken as a whole, to:
(i) the terms of the trust deeds constituting such pension
schemes or to the benefits which accrue;
(ii) the pensions which are payable, under them;
(iii) the basis on which qualifications for or accrual of or
entitlement to such benefits or pensions are calculated or
determined;
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded or made;
(v) or agreed or consented to any change to the trustees of such
pension schemes; or
(o) entered into any agreement or passed any resolution or made
any offer (which remains open for acceptance) or proposed or
announced any intention with respect to any of the transactions,
matters or events referred to in this condition 7.
8. Other Events Since the Accounting Date
In the period since the Accounting Date save as Publicly
Announced or Disclosed:
(a) no litigation or arbitration proceedings, prosecution,
investigation or other legal proceedings having been announced,
instituted, threatened or remaining outstanding by, against or in
respect of, any member of the Wider Uniq Group or to which any
member of the Wider Uniq Group is or may become a party (whether as
claimant, defendant or otherwise) which is material in the context
of the Wider Uniq Group taken as a whole; or
(b) no adverse change or deterioration having occurred in the
business or assets or financial or trading position or prospects,
assets or profits of any member of the Wider Uniq Group which is
material in the context of the Wider Uniq Group taken as a whole;
or
(c) no enquiry or investigation by, or complaint or reference
to, any relevant person against or in respect of any member of the
Wider Uniq Group having been threatened, announced, implemented or
instituted or remaining outstanding by, against or in respect of,
any member of the Wider Uniq Group which in any such case is
material in the context of the Wider Uniq Group taken as a whole;
or
(d) no contingent or other liability having arisen or become
apparent or increased which is material in the context of the Wider
Uniq Group taken as a whole.
9. Environmental and Other Issues
Save as Publicly Announced or Disclosed Greencore not having
discovered that:
Environmental
(a) any past or present member of the Wider Uniq Group has not
complied in a material respect with all applicable legislation or
regulations or authorisations of any jurisdiction with regard to
the use, handling, storage, transport, production, supply,
treatment, keeping, disposal, discharge, spillage, leak or emission
of any waste or hazardous substance or any substance likely to
damage or impair the environment or harm human health or otherwise
relating to environmental matters or the health and safety of any
person or that there has otherwise been any such use, handling,
storage, transport, production, supply, treatment, keeping,
disposal, discharge, spillage, leak or emission (whether or not the
same constituted a non-compliance by any person with any such
legislation or regulations or authorisations and wherever the same
may have taken place), which, in any such case, would be likely to
give rise to any liability (whether actual or contingent) or cost
on the part of any member of the Wider Uniq Group which is material
in the context of the Wider Uniq Group taken as a whole; or
(b) there has been a material disposal, discharge, release,
spillage, leak or emission of any waste or hazardous substance or
any substance likely to damage or impair the environment or harm
human health which would be likely to give rise to any liability
(whether actual or contingent) or cost on the part of any member of
the Wider Uniq Group which is material in the context of the Wider
Uniq Group taken as a whole; or
(c) there is, or is likely to be any liability (whether actual
or contingent) or cost on the part of any member of the Wider Uniq
Group to make good, repair, reinstate or clean up any relevant
asset or any other property or any controlled waters under any
environmental legislation, regulation, notice, circular, order or
other lawful requirement of any relevant person or third party or
otherwise which is material in the context of the Wider Uniq Group
taken as a whole; or
(d) circumstances exist (whether as a result of the making of
the Offer or otherwise):
(i) which would be likely to lead to any relevant person
instituting; or
(ii) whereby any past or present member of the Wider Uniq Group
would be likely to be required to institute;
an environmental audit or take any steps which would in any such
case be likely to result in any actual or contingent liability to
improve or modify existing plant or install new plant, machinery or
equipment or carry out any changes in the processes carried out or
make good, repair, reinstate or clean up any relevant asset or any
other property or any controlled waters which is material in the
context of the Wider Uniq Group taken as a whole;
Product Liability
(e) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein now or
previously manufactured, sold or carried out by any past or present
member of the Wider Uniq Group, which claim or claims would be
likely to be material in the context of the Wider Uniq Group taken
as a whole;
Information
(f) the financial, business or other information disclosed at
any time by any member of the Wider Uniq Group, whether publicly or
in the context of the Offer either contained a material
misrepresentation of fact or omitted to state a fact necessary to
make the information disclosed not materially misleading; or
(g) any contingent liability disclosed in such disclosed
information would or might materially and adversely affect,
directly or indirectly, the business, profits or prospects of the
Wider Uniq Group taken as a whole; or
(h) any information disclosed at any time by or on behalf of any
member of the Wider Uniq Group is or becomes materially incorrect;
or
(i) any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider
Uniq Group to an extent which is material in the context of the
Wider Uniq Group taken as a whole;
Accounts
(j) any member of the Wider Uniq Group is subject to any
liability, contingent or otherwise, which is material in the
context of the Wider Uniq Group taken as a whole;
Intellectual Property
(k) any member of the Wider Uniq Group does not own or have
licensed to it or otherwise possess legally enforceable rights to
use all intellectual property that is:
(i) required or reasonably necessary for the conduct of business
of the relevant member of the Wider Uniq Group as currently
conducted; or
(ii) under development for such business;
and, in either case, the absence of which, individually or in
the aggregate, would be material in the context of the Wider Uniq
Group taken as a whole; or
(l) any member of the Wider Uniq Group has infringed, any
intellectual property rights of any third party where the
consequences of which would be material in the context of the Wider
Uniq Group taken as a whole; or
(m) any claims have been asserted in writing or threatened in
writing by any person:
(i) that the Wider Uniq Group infringes any intellectual
property of any third party; or
(ii) challenging the ownership of any member of the Wider Uniq
Group to, or the validity or effectiveness of, any of its
intellectual property;
and any such claims are material in the context of the Wider
Uniq Group taken as a whole; or
(n) any intellectual property held by any member of the Wider
Uniq Group that is material in the context of the Wider Uniq Group
taken as a whole is not valid and subsisting; or
(o) there is material unauthorised use, infringement or
misappropriation of any intellectual property of any member of the
Wider Uniq Group by any third party; or
(p) any persons who are now, or within the last five years have
been, employees, consultants or contractors of any member of the
Wider Uniq Group have failed to execute proprietary information and
confidentiality agreements, where such failure is material in the
context of the Wider Uniq Group taken as a whole; or
Criminal Property
(q) any asset of any member of the Wider Uniq Group constitutes
criminal property as defined by section 340(3) Proceeds of Crime
Act 2002 (but disregarding paragraph (b) of that definition).
B. Certain Further Terms of the Offer
The conditions are inserted for the benefit of Greencore and no
Uniq Shareholder shall be entitled to waive any of the conditions
without the prior consent of Greencore.
Subject to the requirements of the Panel, Greencore reserves the
right to waive all or any of conditions 3 to 9 (inclusive) in whole
or in part.
Each of conditions 1 to 9 shall be regarded as a separate
condition and shall not be limited by reference to any other
condition.
The Offer will lapse if the proposed acquisition of Uniq is
referred to the Competition Commission or if the European
Commission either initiates proceedings under Article 6(1)(c) of
the ECMR or makes a referral to a competent authority of the United
Kingdom under Article 9(1) of the ECMR before 1.00 pm on the first
closing date or the time and date on which the Offer becomes or is
declared unconditional as to acceptances (whichever is the
later).
If the Offer lapses, it will cease to be capable of further
acceptance and persons accepting the Offer and Greencore shall
thereupon cease to be bound by acceptances submitted before the
time the Offer lapses.
The Offer will lapse unless all of the conditions relating to
the Offer have been fulfilled or (if capable of waiver) waived by,
or, where appropriate, have been determined by Greencore to be and
remain satisfied by, midnight on the twenty first day after the
later of:
(a) the first closing date; or
(b) the date on which the Offer becomes unconditional as to
acceptances
or such later date as Greencore may, with the consent of the
Panel, decide. Greencore shall be under no obligation to waive or
treat as satisfied any condition by a date earlier than the latest
date specified above for its satisfaction even though the other
conditions of the Offer may, at such earlier date, have been waived
or fulfilled and there are, at such earlier date, no circumstances
indicating that any such conditions may not be capable of
fulfilment.
If Greencore is required by the Panel to make an offer for Uniq
Shares under Rule 9 of the Code, Greencore may make such
alterations to the conditions of the Offer set out above, including
condition 1, as are necessary to comply with that Rule.
Uniq Shares will be acquired by Greencore fully paid and free
from all liens, equities, charges, equitable interests,
encumbrances, rights of pre--emption and any other third party
rights and/or interests of any nature whatsoever and together with
all rights attaching to them, now or in the future, including the
right to receive and retain all dividends, interest and other
distributions declared, paid or made after the Announcement
Date.
The Offer 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 document does not constitute an offer in the United States,
Canada, Australia or Japan or any such other jurisdiction and the
Offer should not be accepted 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, copies of this document are not being
and must not be mailed, transmitted or otherwise distributed in
whole or in part, in, into or from the United States, Canada,
Australia or Japan or any such other jurisdiction and persons
receiving this announcement (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan. or any such other jurisdiction. Doing
so may render invalid any purported acceptance of the Offer.
The Offer will comply with English law and the Code.
Greencore reserves the right, with the consent of the Uniq
Directors, to elect to implement the acquisition of the Uniq Shares
by way of a Scheme of Arrangement under sections 895 to 901
Companies Act 2006. In such event, the Scheme of Arrangement will
be implemented on the same terms (subject to appropriate
amendments), so far as applicable, as those which could apply to
the Offer. In particular, condition 1 will not apply and the Scheme
of Arrangement will become effective and binding following:
(i) approval at the Court Meeting by a majority in number,
representing 75 per cent. in value present and voting, either in
person or by proxy, of the holders of the Uniq Shares (or the
relevant class or classes thereof);
(ii) the resolution(s) required to approve and implement the
Scheme of Arrangement and to be set out in the notice of General
Meeting to the holders of Uniq Shares being passed by the requisite
majority at such General Meeting; and
(iii) sanction of the Scheme of Arrangement and confirmation of
the reduction of capital involved therein by the Court (in both
cases with or without modifications on terms reasonably acceptable
to Greencore) and a copy of the orders of the Court sanctioning the
Scheme of Arrangement and confirming the reduction of share capital
which forms part of it and a statement of capital being delivered
to the Registrar of Companies in England and Wales or, if the Court
so orders, registration of the Court order confirming the reduction
of capital of Uniq and the statement of capital by the Registrar of
Companies.
APPENDIX II
Sources and Bases of Information
(i) The value placed by the Offer on the existing issued share
capital of Uniq is based on 117,187,949 Uniq Shares in issue on 11
July 2011, the last dealing day prior to the date of this
announcement.
(ii) The Opening Price of a Uniq Share on 1 April 2011, the day
on which Uniq announced that it had been informed that Angel Street
intended to undertake a process to realise all or part of its
shareholding in Uniq, and on 11 July 2011, the last dealing day
prior to the date of this announcement, are taken from the Official
List.
(iii) Unless otherwise stated, the financial information
relating to Uniq is extracted from the audited consolidated
financial statements of Uniq for the year ended 31 December
2010.
(iv) The financial information relating to Greencore is
extracted from the unaudited consolidated Group Condensed Financial
Statements for the half year ended 25 March 2011 and the audited
consolidated Group Financial Statements for the year ended 24
September 2010.
(i)
APPENDIX III
Part 1: Irrevocable Undertakings to Accept the Offer
Percentage of Uniq
Name of Uniq Shareholder Number of Uniq Shares issued share capital
-------------------------- ---------------------- ----------------------
Angel Street Limited 105,704,563 90.20
-------------------------- ---------------------- ----------------------
Geoff Eaton 25,130 0.02
-------------------------- ---------------------- ----------------------
Martin Beer 6,790 0.00
-------------------------- ---------------------- ----------------------
John Warren 5,823 0.00
-------------------------- ---------------------- ----------------------
Belinda Gooding 150 0.00
-------------------------- ---------------------- ----------------------
Part 2: Irrevocable Undertakings and Letters of Intent to
Support the Acquisition and the Rights Issue
Irrevocable Undertakings
Name of Greencore Number of Greencore Percentage of Greencore
Shareholder Shares issued share capital
----------------------------- -------------------- ------------------------
Polaris Capital Management,
LLC 30,883,283 14.77
----------------------------- -------------------- ------------------------
Artemis Investment
Management LLP 11,720,404 5.60
----------------------------- -------------------- ------------------------
Letters of Intent
Name of Greencore Number of Greencore Percentage of Greencore
Shareholder Shares issued share capital
------------------------- ------------------------- ------------------------
Letko Brosseau Approximately 23,800,000 Approximately 11.38
------------------------- ------------------------- ------------------------
Sheffield Asset
Management LLC 11,794,803 5.64
------------------------- ------------------------- ------------------------
APPENDIX IV
Definitions
For the purposes of these conditions the following expressions
have the following meaning:
"Accounting Date" 31 December 2010
"Acquisition" the proposed acquisition by Greencore
of Uniq, to be implemented by
way of the Offer or, subject to
the consent of the Panel, by way
of Scheme of Arrangement under
Part 26 of the Companies Act 2006
"Admission and Disclosure the requirements contained in
Standards" the publication of the London
Stock Exchange "Admission and
Disclosure Standards" (as amended
from time to time) containing,
amongst other things, the admission
requirements to be observed by
companies seeking admission to
trading on the London Stock Exchange's
main market for listed securities
"Admission" the admission of the New Greencore
Shares, nil paid and fully paid,
to the Official Lists of the UK
Listing Authority and the Irish
Stock Exchange and to trading
on the regulated markets of the
London Stock Exchange and the
Irish Stock Exchange
"agreements" arrangements, agreements, commitments,
licences, permits, franchises,
partnerships, joint ventures,
authorisations or other instruments
"AIM" the Alternative Investment Market
of the London Stock Exchange
"Angel Street" Angel Street Limited (in administration),
whose registered office is at
30 Finsbury Square, London EC2P
2YU and registered number 7505255
which is the holder of 90.2 per
cent. of the Uniq Shares and whose
primary creditor is the Trustee
"Announcement Date" 12 July 2011
"authorisations" authorisations, orders, recognitions,
grants, consents, licences, confirmations,
clearances, permissions and approvals
"Barclays Capital" Barclays Capital, the investment
banking division of Barclays Bank
PLC
"Business Day" any day (other than a Saturday
or Sunday or a public holiday)
on which banks generally are open
for business in London (other
than solely for settlement and
trading in euro)
"Class 1 Transaction" a major transaction for a listed
company, the size of which results
in a 25 per cent. threshold being
reached under any one of the "class
tests" set out in Chapter 10 of
the UK Listing Rules or in Chapter
7 of the Irish Listing Rules
"Closing Price" the closing middle-market quotation
of a Uniq Share or (as the case
may be) a Greencore Share as derived
from the Daily Official List or
the Daily Official List of the
Irish Stock Exchange, respectively
"Code" or "City Code" the City Code on Takeovers and
Mergers as from time to time interpreted
by the Panel
"Companies Acts" the Companies Acts, 1963 to 2009
of Ireland (to the extent currently
in force) and every other enactment
which is to be read together with
any of those Acts
"Company" or "Greencore" Greencore Group plc whose registered
office is at No. 2 Northwood Avenue,
Northwood Business Park, Santry
Dublin 9, Ireland and whose registered
number is 170116
"Competition Commission" the body corporate known as the
Competition Commission as established
under section 45 of the Competition
Act 1998, as amended
"Daily Official List" the official list of share prices
produced by the London Stock Exchange
"Directors" the directors of Greencore Group
plc and "Director" means any one
of them
"Disclosed" fairly disclosed in writing by
or on behalf of Uniq to Greencore
or its advisers
"EGM" means the extraordinary general
meeting of Greencore to be convened
for on or about 8 August 2011
for the purposes of considering
and, if thought fit, approving
the Resolutions relating to the
Acquisition and the Rights Issue
"Excluded Territories" Canada, Australia or Japan
"Existing Greencore Shares" the Greencore Shares in issue
immediately prior to the Admission
of the New Greencore Shares in
connection with the Rights Issue
"first closing date" the date falling 21 days after
the date on which the Offer Document
is posted
"Form of Acceptance" the form of acceptance and authority
relating to the Offer which will
accompany the Offer Document
"Framework Agreement" the framework agreement entered
into between Greencore, Greencore
Foods and Uniq regarding the Acquisition,
details of which are set out in
paragraph 15 of this announcement
"FSA" the Financial Services Authority
of the United Kingdom
"FSMA" the Financial Services and Markets
Act 2000, as amended
"Greencore Board" or the board of directors of Greencore
"Greencore Directors"
"Greencore Foods" Greencore Foods Limited, a wholly
owned subsidiary of Greencore
Group plc
"Greencore Group" Greencore and its Subsidiaries
and Subsidiary Undertakings from
time to time, including the Uniq
Group from the date of completion
of the Acquisition
"Greencore Shares" ordinary shares in the capital
of Greencore having, prior to
the Renominalisation taking effect,
a nominal value of EUR0.63 and,
following the Renominalisation
taking effect, a nominal value
of EUR0.01
"Greencore Shareholders" the holders of Greencore Shares
from time to time
"HSBC" HSBC Bank plc
"intellectual property" all patents, trademarks, trade
names, service marks, copyrights,
designs, databases and any applications
therefore, schematics, technology,
know--how, computer software,
programs or applications (in both
source code and object code form),
and tangible or intangible proprietary
information or material
"Investec" Investec Bank plc
"Irish Competition Authority" the Competition Authority, being
the competition law regulatory
body in Ireland
"Irish Listing Rules" the Listing Rules of the Irish
Stock Exchange
"Irish Stock Exchange" the Irish Stock Exchange Limited
or its successor(s)
"legal proceedings" actions, suits, proceedings, investigations,
references or enquiries
"Listing Rules" the UK Listing Rules and the Irish
Listing Rules
"London Stock Exchange" London Stock Exchange plc
"New Greencore Shares" the Greencore Shares proposed
to be allotted and issued by Greencore
pursuant to the Rights Issue
"Nil Paid Rights" New Greencore Shares in nil paid
form provisionally allotted to
Qualifying Shareholders pursuant
to the Rights Issue
"Notice of Extraordinary the notice convening the EGM set
General Meeting" out in the Prospectus
"Offer" the recommended offer, to be made
by Greencore to acquire all of
the issued and to be issued Uniq
Shares on the terms and subject
to the conditions to be set out
in the Offer Document and the
Form of Acceptance and, where
the context so requires, any subsequent
revision, variation, extension
or renewal thereof
"Offer Document" the document to be sent to Uniq
Shareholders which will contain
the Offer
"Offer Price" the sum of 96 pence per Uniq Share
"Office of Fair Trading" the UK Office of Fair Trading
"Official List" the official list of the Irish
Stock Exchange and/or, as appropriate,
the official list maintained by
the UK Listing Authority
"Opening Price" the opening middle-market quotation
of a Uniq Share as derived from
the Daily Official List
"Panel" the Panel on Takeovers and Mergers
"Prospectus" the prospectus relating to Greencore
and the listing on the Official
List of the New Greencore Shares
to be issued pursuant to the Rights
Issue (together with any supplements
or amendments thereto) and containing
the Notice of Extraordinary General
Meeting
"Publicly Announced" specifically disclosed in the
annual report and accounts of
Uniq for the year ended on the
Accounting Date or in this announcement
or in any other announcement made
to a Regulatory Information Service
since the date of publication
of such report and accounts and
prior to the Announcement Date
"Qualifying Shareholders" holders of Existing Greencore
Shares on the shareholder register
of the Company at the Record Date
"RBS Hoare Govett" RBS Hoare Govett Limited
"Record Date" 5 August 2011
"Regulatory Information as defined in the Listing Rules
Service"
"relevant asset" land, property or other asset
now or previously owned, occupied
or made use of by any past or
present member of the Wider Uniq
Group
"relevant persons" governments, governmental,
quasi--governmental, supra-national,
statutory, investigative, regulatory or
administrative bodies or trade agencies,
associations, institutions or courts, or
professional or environmental bodies, or any
other persons or bodies whatsoever in any
jurisdiction
"Renominalisation" the renominalisation of the Greencore
Shares to be proposed at the EGM
in order to facilitate the Rights
Issue
"Resolutions" the resolutions to be proposed
at the EGM (and set out in the
Notice of Extraordinary General
Meeting) to approve the Acquisition,
increase the share capital of
Greencore, authorise the Greencore
Directors to allot the New Greencore
Shares and empower the Greencore
Directors to dis-apply pre-emption
rights in relation to the allotment
of the New Greencore Shares
"Restructuring" the restructuring of Uniq pursuant
to a scheme of arrangement (and
all matters ancillary thereto)
as set out in the scheme document
issued by Uniq on 9 February 2011
"Rights Issue" the proposed issue of the New
Greencore Shares to Greencore
Shareholders by way of Rights
"Rights" rights to acquire New Greencore
Shares in the Rights Issue
"Spayne Lindsay" Spayne Lindsay & Co. LLP
"Subsidiary Undertaking" (a) in relation to Greencore,
has the same meaning as in
Regulation 4 of the European
Communities (Companies: Group
Accounts) Regulations 1992 of
Ireland; and (b) in relation to
Uniq, has the same meaning as in
section 1162 of the Companies
Act 2006 of England and Wales
"Subsidiary" (a) in relation to Greencore,
has the same meaning as in
section 155 of the Companies Act
1963; and (b) in relation to
Uniq, has the same meaning as in
section 1159(1) of the Companies
Act 2006
"substantial interest" a direct or indirect interest
in 20 per cent or more of the
equity capital of an undertaking
"TERP" the theoretical ex-rights price
of a Greencore Share on the Record
Date calculated by reference to
the Closing Price on 11 July 2011
of a Greencore Share
"the Companies Act 2006" the Companies Act 2006, as amended
"third party" person, firm, company or body
"Trustee" Uniq Pension Scheme Trustees Limited,
as trustee of the Uniq Pension
Scheme
"UK" or "United Kingdom" The United Kingdom of Great Britain
and Northern Ireland and its dependent
territories
"UK Listing Authority" the FSA in its capacity as the
competent authority for the purposes
of Part VI of the FSMA and in
the exercise of its functions
in respect of the admission to
the Official List otherwise than
in accordance with Part VI of
the FSMA
"UK Listing Rules" means the Listing Rules made by
the FSA under section 73A of FSMA
"Underwriters" Barclays Capital, HSBC and RBS
Hoare Govett
"Underwriting Agreement" the rights issue underwriting
agreement entered into on 12 July
2011 between Greencore and the
Underwriters
"Uniq" Uniq plc
"Uniq Board" or "Uniq the board of directors of Uniq
Directors"
"Uniq Group" Uniq and its Subsidiaries and
Subsidiary Undertakings
"Uniq Holdings" Uniq (Holdings) Limited whose
registered office is at No.1 Chalfont
Park, Gerrards Cross, Buckinghamshire
SL9 0UN and registered number
621482
"Uniq Pension Scheme" Uniq plc Pension Scheme, governed
and administered in accordance
with the provisions of a definitive
trust deed and rules dated 30
September 2007, as amended (or,
if the context so requires, the
Trustee)
"Uniq Shareholders" the holders of Uniq Shares from
time to time
"Uniq Shares" the existing unconditionally allotted
or issued and fully paid ordinary
shares of one pence each of Uniq
and any further such shares which
are unconditionally allotted or
issued fully paid, or credited
as fully paid, before the date
on which the Offer closes (or
before such earlier date as Greencore
may, subject to the Code, decide,
not being earlier than (a) the
date on which the Offer becomes
or is declared unconditional as
to acceptances or (b), if later,
the first closing date of the
Offer)
"Uniq Share Scheme" Uniq Share Option Plan
"Uniq Warrants" the warrants issued by Uniq under
the warrant instrument dated 11
February 2009
"United States" or "US" the United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia and
all other areas subject to its
jurisdiction
"US Securities Act" the US Securities Act 1933, and
the rules and regulations promulgated
under it
"Wider Greencore Group" Greencore and its subsidiaries,
subsidiary undertakings, associated
undertakings and any other undertakings
in which Greencore and/or such
subsidiaries or undertakings (aggregating
their interests) have a substantial
interest
"Wider Uniq Group" Uniq and its subsidiaries, subsidiary
undertakings, associated undertakings
and any other undertakings in
which Uniq and/or such subsidiaries
or undertakings (aggregating their
interests) have a substantial
interest
In this document references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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