Offer Update
04 11월 2000 - 12:26AM
UK Regulatory
RNS Number:5602T
Matthews(Bernard) PLC
3 November 2000
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Bernard Matthews Holdings Limited
Recommended Cash Offer for Bernard Matthews PLC
Irrevocable Undertaking
On 1 November 2000 Bernard Matthews Holdings Limited ("BMH") posted the Offer
Document in relation to the recommended Offer by HSBC Investment Bank plc
("HSBC"), on behalf of BMH, to acquire all of the issued and to be issued
share capital of Bernard Matthews PLC, other than the approximately 42.2 per
cent. of Bernard Matthews PLC's existing issued share capital which BMH has
conditionally agreed with the Matthews Family and the Management Team to
acquire separately outside of the Offer.
Part 7 of the Offer Document set out a description of an irrevocable
undertaking from Royal & Sun Alliance Investment Management Limited and a
description of the circumstances in which this irrevocable undertaking will
cease to be binding. The following statement was made:
"The irrevocable undertaking given by Royal & Sun Alliance Investment
Management Limited will cease to have effect if, within seven days of the
posting of this document, a third party announces a firm intention to make an
offer to acquire the whole of the issued share capital of Bernard Matthews
PLC not already owned by such third party on terms which represent an
improvement of 10 per cent. or more on the value of the consideration to be
offered under the Offer and which contains a cash element of at least 75 per
cent. of the value of the consideration. This undertaking has been given in
respect of approximately 4.5 per cent. of the existing issued share capital
of Bernard Matthews PLC."
In addition to the above description the terms of the irrevocable undertaking
are such that, if any third party announces such an offer then the
undertaking will cease to be binding only if BMH does not, within fourteen
days of the announcement of such third party offer, announce a revised Offer
on terms which represent (in the opinion of HSBC) a consideration of at least
equal to the consideration offered by the third party, as at the date upon
which such revised Offer is announced.
Acceptance Condition
BMH has received confirmation from HSBC that the terms of the Facility
Agreement (which is arranged and underwritten by HSBC) have been amended
giving BMH the ability to declare the Offer unconditional as to acceptances
once BMH has acquired, or agreed to acquire, whether pursuant to the Offer or
otherwise, Bernard Matthews Shares carrying in aggregate more than 50 per
cent. of the voting rights normally exercisable at general meetings of
Bernard Matthews PLC.
No other conditions of the Facility Agreement or the Offer have been amended
or waived as at the date of this announcement.
Enquiries:
HSBC
Jeremy Prescott 020 7336 9249
Rupert Faure Walker 020 7336 9290
Citigate Dewe Rogerson 020 7638 9571
David Nolder
Simon Rigby
The Directors of Bernard Matthews Holdings Limited accept responsibility for
the information in this announcement. To the best of the knowledge and
belief of the Directors of Bernard Matthews Holdings Limited (who have taken
all reasonable care to ensure that such is the case) the information
contained in this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information. This
announcement has been approved for the purposes of section 57 of the
Financial Services Act 1986 by HSBC.
HSBC, which is regulated in the United Kingdom by The Securities and Futures
Authority Limited, is acting exclusively for BMH and no one else in relation
to the Offer and will not be responsible to anyone other than BMH for
providing the protections afforded to customers of HSBC, or for providing
advice in relation to the Offer.
This announcement is not being, and must not be, issued, mailed or otherwise
distributed to or sent in, into or from the United States, Canada, Australia
or Japan and persons receiving this announcement (including custodians,
nominees and trustees) must not distribute or send it in, into or from the
United States, Canada, Australia or Japan.
Save for the information herein, as at 2 November 2000 (the latest
practicable date prior to the printing of this document) there has been no
material change to the information contained in the Offer Document.
Terms defined in the offer document dated and dispatched on 1 November 2000
have the same meanings in this announcement.
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