Greene King Regulatory News (GNK)

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW GREENE KING SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS AND THE SCHEME DOCUMENT

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 OF SUCH JURISDICTION

GREENE KING plc

GREENE KING SHAREHOLDERS APPROVE OFFER (the "OFFER")

FOR SPIRIT PUB COMPANY PLC

The boards of Greene King and Spirit Pub Company plc announced on 4 November 2014 that they had reached agreement on the terms of the Offer, which is to be implemented by way of a scheme of arrangement of Spirit Pub Company plc.

In connection with the Offer, Greene King announces that at the general meeting of the company held earlier today, each of the resolutions, details of which are described in the circular and notice of general meeting to Greene King shareholders dated 18 December 2014, were duly passed.

Rooney Anand, chief executive officer of Greene King, said "It is pleasing to have received such overwhelming support for this transaction from shareholders. The combination of Greene King and Spirit Pub Company will create the UK's leading managed pub company and deliver significant value for shareholders through the capture of attractive synergies and anticipated earnings accretion."

Results of Greene King general meeting

At the general meeting each of the resolutions put to the members was passed on a show of hands. The results of the proxy votes lodged in advance of the meeting are set out below.

Note: Any proxy appointments which gave discretion to the chairman have been included in the "For" total.

Copies of all resolutions passed at the meeting are being submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

For the results of the Spirit Pub Company plc general meeting, please refer to their website, www.spiritpubcompany.com.

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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Spirit Shareholders, persons with information rights and other relevant persons for the receipt of communications from Spirit may be provided to Greene King during the Offer Period as requested under Section 4 of Appendix 4 of the Code in order to comply with Rule 2.12(c) of the Code.

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 14 January 2015. 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 or the Company Secretary, Spirit Pub Company plc, Sunrise House, Ninth Avenue, Burton upon Trent, Staffordshire, DE14 3JZ, tel: +44 (0)1283 498 400. 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.