Greene King Regulatory News (GNK)



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release 11 June 2015

Recommended Offer

for

Spirit Pub Company plc("Spirit")

by

Greene King plc("Greene King")

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006(the "Scheme")

OFFER UPDATE

Further to the announcements made by Greene King and Spirit on 11 May 2015 and by the Competition and Markets Authority ("CMA") on 26 May 2015 and 29 May 2015, Greene King and Spirit announce that Greene King has waived the CMA approval condition to which the Offer was subject.

As a result, the Offer is no longer conditional on CMA approval. The Offer remains subject to the satisfaction (or, where permitted, waiver) of the remaining conditions set out in Part Three of the Scheme Document dated 18 December 2014. If such conditions are satisfied (or, where permitted, waived), and if the court sanctions the Scheme and confirms the associated reduction of capital, the Scheme is expected to become effective on 23 June 2015.

The expected timetable of principal events is set out below:

For further information, please contact:

Enquiries:Greene King

Rooney Anand, Chief Executive Officer

Kirk Davis, Chief Financial Officer +44 (0)1284 763 222

Spirit

Mike Tye, Chief ExecutiveLucy Bell, Director of Group Finance & Treasury +44 (0)1283 498 400

Lazard & Co., Limited (Lead Financial Adviser to Greene King)

William Rucker

Matt Knott +44 (0)207 187 2000

Citigroup Global Capital Markets Limited (Financial Adviser and Corporate Broker to Greene King)

David Wormsley

Edward McBride

Andrew Seaton (Corporate Broking) +44 (0)207 986 1000

Deutsche Bank AG, London Branch (Corporate Broker to Greene King)

Matt Hall +44 (0)207 547 1295

Finsbury (PR Adviser to Greene King)

Steffan Williams

Philip Walters +44 (0)207 251 3801

Goldman Sachs International (Financial Adviser and Corporate Broker to Spirit)Anthony GutmanNick HarperNicholas Alt (Corporate Broking) +44 (0)207 774 1000

Numis Securities Limited (Corporate Broker to Spirit)Alex HamJames Serjeant +44 (0)207 260 1000

Brunswick Group LLP (PR Adviser to Spirit)Nick CosgroveNatalia Dyett +44 (0)207 404 5959

Important Notices

Lazard & Co., Limited is authorised and regulated by the Financial Conduct Authority. Lazard & Co., Limited is acting exclusively as financial adviser to Greene King and no one else in connection with the Offer and shall not be responsible to anyone other than Greene King for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the Offer or any matter referred to herein. Neither Lazard & Co., Limited 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.

Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Citigroup Global Markets Limited is acting exclusively as financial adviser and corporate broker to Greene King and no one else in connection with the Offer and shall not be responsible to anyone other than Greene King for providing the protections afforded to clients of Citigroup Global Markets Limited nor for providing advice in connection with the Offer or any matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Deutsche Bank AG is acting exclusively as corporate broker to Greene King and no one else in connection with the Offer and shall not be responsible to anyone other than Greene King for providing the protections afforded to clients of Deutsche Bank AG, London Branch nor for providing advice in connection with the Offer or any matter referred to herein.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK, is acting for Spirit and no one else in connection with the Offer and will not be responsible to anyone other than Spirit for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with the Offer or any matter referred to herein.

Numis Securities Limited, which is authorised and regulated by the Financial Conduct Authority in the UK, is acting as broker for Spirit and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Spirit for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in connection with the matters referred to in this announcement.

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer 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 Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the UK.

The Offer is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the UK or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

The Offer relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act of 1934 (as amended). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from US disclosure requirements and the requirements of US proxy solicitation or tender offer rules. However, if Greene King were permitted and did elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover would be made in the United States by Greene King and no one else. In addition to any such takeover offer, Greene King, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Spirit outside such takeover offer, such as in open market or privately negotiated purchases, during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the US Exchange Act of 1934 (as amended). Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: www.londonstockexchange.com.

Unless otherwise determined by Greene King or required by the Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within such jurisdiction where such acceptance would violate the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the New Greene King Shares to Spirit Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The New Greene King Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except, in each case, pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.

This announcement is not an offer for sale of, or solicitation of an offer to buy, securities in the United States and the New Greene King Shares, which will be issued in connection with the Offer, have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities law of any state, district or other jurisdiction of the United States or any other Restricted Jurisdiction, and no regulatory clearance in respect of the New Greene King Shares has been, or will be, applied for in any jurisdiction other than the UK.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

It is expected that the securities referred to in this announcement will be issued as part of the Offer in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act. Such securities may not be offered, sold, re-offered, resold or delivered, directly or indirectly, in or into the United States or any state, district or other jurisdiction of the United States, except pursuant to exemptions from the applicable registration requirements of such jurisdictions. Spirit Shareholders who will be affiliates of Greene King after the Effective Date will be subject to certain US transfer restrictions relating to the New Greene King Shares received pursuant to the Scheme.

Spirit is an English company that is a foreign private issuer (as defined under Rule 3b-4 under the US Securities Exchange Act of 1934). Financial information included in, or incorporated by reference into, this announcement has been prepared in accordance with foreign accounting standards that may not be comparable to the accounting standards applicable to financial statements of United States companies.

Disclosure requirements of the Code 

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 http://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 and Availability of Hard Copies

A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Greene King's and Spirit's websites at www.greeneking.co.uk and www.spiritpubcompany.com respectively by no later than 12:00 p.m. (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary, Greene King plc, Westgate Brewery, Bury St Edmunds, Suffolk IP33 1QT, tel: +44 (0)1284 763 222. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.