TIDMGNK
RNS Number : 6859R
Greene King PLC
31 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
31 October 2019
Recommended Cash Acquisition
of
Greene King plc ("Greene King")
by
CK Noble (UK) Limited ("CK Bidco")
(a wholly-owned subsidiary of CK Asset Holdings Limited
("CKA"))
Cancellation of listing and trading of Greene King Shares
and
termination of the Greene King ADR programme
Further to the announcement made by Greene King and CK Bidco on
30 October 2019 regarding the Scheme having become effective,
Greene King announces that, following an application by Greene
King, the FCA has cancelled the listing of Greene King Shares on
the premium segment of the Official List, the London Stock Exchange
has cancelled the trading of the Greene King Shares on its Main
Market for listed securities, and the Greene King ADR programme has
been terminated, in each case with effect from 8.00 a.m. today.
All references to times in this announcement are to London time,
unless otherwise stated.
Capitalised terms used but not defined in this announcement have
the meanings set out in the scheme document dated 16 September 2019
(the "Scheme Document").
Enquiries:
Greene King
Nick Mackenzie, Chief Executive Tel: +44(0) 12 8476 3222
Richard Smothers, Chief Financial Officer
Citigroup Global Markets Limited (joint financial adviser
and joint corporate broker to Greene King)
David Wormsley Tel: +44(0) 20 7986 4000
Andrew Seaton
Edward McBride
Christopher Wren
Rothschild & Co (joint financial adviser to Greene King)
John Deans Tel: +44(0) 20 7280 5000
Edward Duckett
Ashley Gillard
Peel Hunt (joint corporate broker to Greene King)
Dan Webster Tel: +44(0) 20 7418 8869
Finsbury (PR adviser to Greene King)
Alastair Hetherington Tel: +44(0) 20 7251 3801
Philip Walters
Linklaters LLP is acting as legal adviser to Greene King.
Important Notices
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the PRA and regulated in the UK by the FCA and the
PRA, is acting exclusively as financial adviser for Greene King and
no one else in connection with the Acquisition and other matters
described in this announcement and will not be responsible to
anyone other than Greene King for providing the protections
afforded to clients of Citigroup nor for providing advice in
connection with any matter referred to herein. Neither Citigroup
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Citigroup in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to Greene King and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Greene King for providing
the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Greene
King and for no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and the Acquisition and will not be responsible to anyone other
than Greene King for providing the protections afforded to its
clients or for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
Notice to US investors in Greene King
The Acquisition relates to the shares of an English company and
is being made by means of a Scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
If, in the future, CK Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Greene King Shares and
Greene King ADR Holders to enforce their rights and any claim
arising out of the US federal laws, since CK Bidco and Greene King
are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction.
US holders of Greene King Shares and Greene King ADR Holders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
US Greene King Shareholders and Greene King ADR Holders also
should be aware that the transaction contemplated herein may have
tax consequences in the US and, that such consequences, if any, are
not described herein. US Greene King Shareholders and Greene King
ADR Holders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Publication on a website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Greene King's website at
https://www.greeneking.co.uk/investor-centre/recommended-cash-offer/
and on CKA's website at https://webfilter.ckah.com/WF06/ promptly
and in any event by no later than 12 noon on the Business Day
following the publication of this announcement. For the avoidance
of doubt, the contents of these websites are not incorporated and
do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCWGGAWUUPBGAU
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October 31, 2019 03:00 ET (07:00 GMT)
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