TIDMGNC
RNS Number : 4274Y
Greencore Group PLC
22 December 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE 22 December 2010
Greencore Group Plc ('Greencore')
The board of Greencore notes the announcement made by Northern
Foods Plc ('Northern Foods') that they have received a request for
information under Rule 20.2 of the City Code on Takeovers and
Mergers (the "Code) from Boparan Holdings Limited.
The board of Greencore continues to believe that the recommended
all share merger of Greencore and Northern Foods to form Essenta
Foods (the 'Merger'), announced on 17 November 2010, represents a
compelling opportunity for value creation for both Greencore and
Northern Foods shareholders, through the creation of a business
with real scale in the industry and substantial synergies.
In common with the board of Northern Foods, the board of
Greencore continues to unanimously recommend to shareholders that
they vote in favour of the Merger at the shareholder meeting to be
convened shortly. We expect that the formal documentation setting
out the terms of the Merger will be sent to shareholders today.
Expected Timetable of Principal Events for the Merger
Posting of Merger document to Northern 22 December 2010
Food shareholders
Posting of Circular to Greencore Shareholders 22 December 2010
Greencore shareholder meeting to approve 31 January 2011
the Merger
Northern Foods shareholder meeting to 31 January 2011
approve the Merger
Irish Court hearing to certify that pre-Merger early February
steps have been completed by Greencore 2011
English Court hearing to certify that early February
pre-Merger steps have been completed by 2011
Northern Foods
Expected date of publication of prospectus Q1 2011
in connection with the listing of the
new Greencore shares
Last day for dealings in, and for registration end Q1 / early
of transfers of Northern Foods shares Q2 2011
Last day for dealings in existing Greencore end Q1 / early
shares on the Irish Stock Exchange's regulated Q2 2011
market
Suspension of listing of, and dealings end Q1 / early
in, Northern Foods shares Q2 2011
Suspension of listing of, and dealings end Q1 / early
in, existing Greencore shares on the Irish Q2 2011
Stock Exchange's regulated market
Irish Court hearing to sanction the Merger end Q1 / early
Q2 2011
Effective Date of Merger end Q1 / early
Q2 2011
Cancellation of the listing of Northern end Q1 / early
Foods Shares, admission Q2 2011
of the New Greencore Shares, and cancellation
of the listing
of existing Greencore Shares on the Irish
Stock Exchange
(the existing Greencore Shares will continue
to trade on the
London Stock Exchange)
Commencement of dealings of the New Greencore end Q1 / early
shares on the London Stock Exchange Q2 2011
Enquiries:
Greencore:
Eoin Tonge Group Development Tel: +353 1 605 1045
Director
Imelda Hurley Head of Investor Tel: +353 1 605 1018
Relations
Billy Murphy or Anne Drury Communications Tel: +353 1 260 5000
Marie Curran
Rory Godson or Rob Greening Powerscourt Tel: +44 207 250
1446
Dealing Disclosure Requirements
Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the
"Code), any person who is interested in 1% or more of any class of
relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in
cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
paper offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Notice to U.S. Investors
The information contained herein does not constitute an offer of
securities for sale in the United States or offer to acquire
securities in the United States.
The Greencore ordinary shares referred to herein have not been,
and are not intended to be, registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") and may not be
offered or sold, directly or indirectly, into the United States
except pursuant to an applicable exemption. The Greencore ordinary
shares are intended to be made available within the United States
in connection with the Merger described herein pursuant to an
exemption from the registration requirements of the Securities
Act.
The Merger described herein relates to the securities of a
non-U.S. company. The Merger is subject to disclosure and
procedural requirements of Ireland and the United Kingdom, which
are different from those of the United States. Financial statements
included in the document, if any, have been prepared in accordance
with International Financial Reporting Standards as adopted by the
European Union, which may not be comparable to the financial
statements of United States companies.
It may be difficult for you to enforce your rights and any claim
you may have arising under the U.S. federal securities laws, since
Greencore and Northern Foods are located in Ireland and the United
Kingdom, respectively, and some or all of their officers and
directors may be residents of Ireland, the United Kingdom or other
non-U.S. countries. You may not be able to sue a non-U.S. company
or its officers or directors in a non-U.S. court for violations of
the U.S. securities laws. It may be difficult to compel a non-U.S.
company and its affiliates to subject themselves to a U.S. court's
judgment.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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