TIDMGNC
RNS Number : 6761G
Greencore Group PLC
07 November 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For Immediate Release
GREENCORE GROUP PLC
Results of Extraordinary General Meeting
7 November 2018
The Board of Greencore Group plc ("Greencore" or the "Group")
announces that, at the Extraordinary General Meeting ("EGM") held
earlier today, the Resolutions to approve the disposal of its
entire US business ("Greencore US") as well as to allow flexibility
to implement a Special Dividend and to approve an accompanying
customary Share Consolidation, details of which were set out in the
Circular dated 15 October 2018 (the "Circular"), were duly
approved.
Details of the total votes received in relation to each of the
Resolutions are as follows:
Votes FOR Votes AGAINST Total Votes Number of
Cast and % Votes Withheld
of Issued
Share Capital
(Excluding
Withheld)
Resolution
1:
To approve
the disposal 467,422,039 14,238,403 481,660,442
of Greencore
US (97.04%) (2.96%) (68.13%) 58,385
------------ -------------- --------------- ----------------
Resolution
2:
To approve
the creation
of distributable
reserves through
the cancellation
of the Company's 469,014,141 12,976,360 481,990,501
share premium
account (97.31%) (2.69%) (68.18%) 149,446
------------ -------------- --------------- ----------------
Resolution
3:
To approve
the amendment
of the Company's 468,603,387 13,339,054 481,942,441
Articles of
Association (97.23%) (2.77%) (68.17%) 152,533
------------ -------------- --------------- ----------------
Resolution
4:
To approve 395,990,198 86,063,244 482,053,442
the share
consolidation (82.15%) (17.85%) (68.19%) 86,505
------------ -------------- --------------- ----------------
The Board of Greencore welcome the results of the vote on each
of the resolutions and will consider the views received from all
shareholders further in due course.
To date, Greencore has received sufficient waivers pursuant to
the Debt Agreements (as defined in the Circular to shareholders
dated 15 October 2018) to allow the payment and declaration of the
Special Dividend in line with the intentions set out in the
Circular.
Greencore also confirms that it has received the regulatory US
anti-trust clearance for the proposed sale of its US business as is
required under the Hart Scott Rodino Act. Accordingly, all material
conditions to the consummation of the Transaction have now been
met, and Greencore expects the sale to complete in late November
2018.
Copies of the resolutions approved are as set out in the Notice
of the EGM included at pages 69 - 71 of the Circular and have been
provided to the Financial Conduct Authority for publication through
its document viewing facility. For further details, please refer to
the Circular, which is available on the Company's website
www.greencore.com.
Terms defined in the Circular have the same meanings when used
in this announcement, unless otherwise defined.
Enquiries
Greencore
Patrick Coveney, Chief Executive Officer +353 (0) 1 486 3313
Eoin Tonge, Chief Financial Officer
+353 (0) 1 486 3316
Jack Gorman, Head of Investor Relations +353 (0) 1 486 3308
Greenhill & Co. International LLP - Sponsor and Joint
Financial Adviser +44 (0) 20 7198 7400
Seamus Moorhead, David Wyles, Dean Rodrigues
Goldman Sachs International - Joint Financial Adviser +44 (0) 20
7774 1000
Anthony Gutman, Asad Ali, Owain Evans, Jimmy Bastock
Powerscourt +44 (0) 20 7250 1446
Rob Greening, Sam Austrums
Drury | Porter Novelli
+353 (0) 1 260 5000
Billy Murphy, Louise Walsh
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Greencore shareholders are advised to
read carefully the Circular. Any response to the Transaction should
be made only on the basis of the information in the Circular.
Each of Greenhill & Co. International LLP ("Greenhill"),
which is authorised and regulated in the UK by the FCA, and Goldman
Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulatory Authority and regulated by the FCA and the
Prudential Regulation Authority in the UK, is acting exclusively
for Greencore and no one else in connection with the Transaction
and will not regard any other person as its client in relation to
the Transaction and accordingly will not be responsible to anyone
other than Greencore for providing the protections afforded to its
clients, or for providing advice in connection with the
Transaction, the contents of this announcement or any other
transaction, arrangement or other matter referred to in this
announcement as relevant. Goldman Sachs and its affiliates have
provided various investment banking, financial advisory and other
services for Greencore and are providing financing services to
Hearthside for which they will receive customary fees.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Greenhill or Goldman Sachs under the FSMA, as
amended, or the regulatory regime established thereunder, Greenhill
and Goldman Sachs accept no responsibility whatsoever for the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Greencore, the
Transaction, or any other matter referred to herein. Subject to
applicable law, each of Greenhill and Goldman Sachs accordingly
disclaims, to the fullest extent permitted by law, 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.
Cautionary statement regarding forward-looking statements
Announcements related to the Transaction contain statements
about Greencore and the Retained Group that are or may be
forward-looking statements. All statements other than statements of
historical facts included in announcements related to the
Transaction may be forward-looking statements. Without limitation,
any statements preceded or followed by or that include the words
"targets", "should", "continue", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates",
"projects" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements
include all matters that are not historical facts and statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
future capital-raising activities, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Greencore's or the Retained Group's operations and potential
effects the Transaction; and (iii) the effects of government
regulation on Greencore's or the Retained Group's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
that are difficult to predict and outside of Greencore's or the
Retained Group's ability to control. Forward-looking statements are
not guarantees of future performance and the actual results of
Greencore's or the Retained Group's operations and the development
of the markets and the industry in which Greencore or the Retained
Group operates, may differ materially from those described in, or
suggested by, the forward-looking statements contained in
announcements related to the Transaction. In addition, even if
Greencore's or the Retained Group's business results of operations,
financial position and/or prospects, and the development of the
markets and the industry in which Greencore or the Retained Group
operates, are consistent with the forward-looking statements
contained in announcements related to the Transaction, those
results and developments may not be indicative of results or
developments in subsequent periods. A number of factors could cause
results and developments of Greencore or the Retained Group to
differ materially from those expressed or implied by the
forward-looking statements including, without limitation:
-- the performance of Greencore's and, following the
Transaction, the Retained Group's customers may be adversely
impacted by changing retail and industry structure, which in turn
may affect Greencore's and, following the Transaction, the Retained
Group's performance;
-- demand for Greencore's and, following the Transaction, the
Retained Group's products may be affected by changes in consumer
behaviour and demand and changes in consumer legislation;
-- Greencore's and, following the following the Transaction, the
Retained Group's success may depend on their customers' brands,
reputations and relationships;
-- following the Transaction, an impairment of goodwill or other
intangible assets would adversely affect Greencore's business and
financial condition; and
-- other factors discussed in more detail in the Circular.
The forward-looking statements therein speak only at the date of
this announcement and shareholders are cautioned not to place undue
reliance on such forward-looking statements. Save as required by
the Market Abuse Regulations, the Disclosure Guidance and
Transparency Rules, the Listing Rules or by law, Greencore
undertakes no obligation to update these forward-looking statements
and will not publicly release any revisions it may make to these
forward-looking statements that may occur due to any change in its
or the Retained Group's expectations or to reflect events or
circumstances after the date 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
ROMFSLFLWFASEIF
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November 07, 2018 09:56 ET (14:56 GMT)
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