13 Jan 2015 17:49
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.
13 January 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 |
Results of the Court Meeting and General Meeting
The Board of Spirit is pleased to announce that, at the Court Meeting and Spirit General Meeting convened earlier today in connection with the recommended offer pursuant to which Greene King will acquire the entire issued and to be issued ordinary share capital of Spirit (the "Offer") by means of a Court-approved scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), all resolutions proposed were duly passed.
The detailed voting results in relation to the Court Meeting and the Spirit General Meeting are summarised below.
The number of Spirit shares in issue at 6.00 p.m. on 11 January 2015 was 667,250,193. Spirit does not hold any shares in treasury.
Spirit notes that Greene King announced earlier today that at the general meeting convened by Greene King in connection with the Offer, all the resolutions proposed have been duly passed.
Court Meeting
The Court Meeting, convened in accordance with the order of the Court, sought approval from Scheme Shareholders for the Scheme.
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.99 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll.
Details of the votes cast were as follows:
Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted (%) | Number of Scheme Shares voted | Percentage of Scheme Shares voted (%) | Number of Scheme Shares voted as a percentage of the total number of Scheme Shares held by Scheme Shareholders entitled to vote on the resolution (%) | |
FOR | 279 | 14.97 | 430,351,910 | 99.99 | 64.496 |
AGAINST | 15 | 0.80 | 32,620 | 0.01 | 0.005 |
TOTAL | 294 | 15.77 | 430,384,530 | 100.00 | 64.501 |
99.99 per cent. of the total number of Scheme Shares voted were voted for the resolution to approve the Scheme and 0.01 per cent. were voted against.
Accordingly, the resolution proposed at the Court Meeting was duly passed on a poll vote.
Spirit General Meeting
At the Spirit General Meeting, the special resolution (the "Special Resolution"), as set out in the notice of the Spirit General Meeting contained in Part Ten (Notice of General Meeting) of the scheme document issued by Spirit on 18 December 2014 (the "Scheme Document"), was duly passed on a poll vote. The voting results for the Spirit General Meeting were as follows:
Number of Spirit Shares voted | Percentage of Spirit Shares voted (%) | |
FOR | 432,705,974 | 64.85 |
AGAINST | 169,686 | 0.03 |
VOTE WITHHELD(1) | 2,057,907 | 0.31 |
99.96 per cent. of the total number of Spirit Shares voted were voted for the Special Resolution, and 0.04 per cent. were voted against.
(1) A vote "withheld" is not a vote in law and accordingly is not counted in the calculation of the proportion of the votes "For" and "Against" the Special Resolution.
Next Steps
Completion of the Offer remains subject to the satisfaction (or where capable of being waived) waiver of the other Conditions set out in Part 3 (Conditions to the implementation of the Scheme and to the Offer) of the Scheme Document, including the Court sanctioning the Scheme at the First Court Hearing and confirming the associated Reduction of Capital at the Second Court Hearing. Subject to Court approval and the satisfaction or waiver of the other Conditions, the Scheme is expected to become effective by the end of the first half of 2015.
The expected timetable of principal events is attached as an Appendix to this announcement. Actual timings (and any revised timings) will be notified to Spirit Shareholders by announcement through a Regulatory Information Service.
Other
Note that capitalised terms used in this announcement but not defined have the same meanings as in the Scheme Document.
Enquiries: | |
Spirit Mike Tye, Chief Executive Paddy Gallagher, Finance Director |
+44 (0)1283 498 400 |
Goldman Sachs International (Financial Adviser and Corporate Broker to Spirit) Anthony Gutman Nick Harper Phil Shelley (Corporate Broking) |
+44 (0)207 774 1000 |
Numis Securities Limited (Corporate Broker to Spirit) Alex Ham James Serjeant |
+44 (0)207 260 1000 |
Brunswick Group LLP (PR Adviser to Spirit) Nick Cosgrove Natalia Dyett |
+44 (0)207 404 5959 |
Important Notices
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.
The Offer will be made solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Offer including details of how Spirit Shareholders may vote in respect of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. Shareholders are advised to read the formal documentation in relation to the Offer carefully.
Overseas Shareholders
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 release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Further details in relation to overseas shareholders are contained in the Scheme Document. 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% 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 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 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% 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(s), 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0128 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
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.
Any person who is required to be sent this announcement under the Code may request a hard copy of this announcement by contacting the Company Secretary, Spirit Pub Company plc, Sunrise House, Ninth Avenue, Burton upon Trent, Staffordshire DE14 3JZ tel: +44 (0)1283 498400. 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.
APPENDIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The expected timetable for the implementation of the Scheme is as follows:
The following dates are indicative only and are subject to change(1) | ||
Scheme Court Hearing to sanction the Scheme (and date of the Scheme Court Order) | A date which is not later than 14 days after the satisfaction of Condition 3.3 in relation to the Competition and Markets Authority (expected to be in the first half of 2015) ("D") | |
Filing of Scheme Court Order | D | |
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Spirit Shares | D + 1 2015 | |
Suspension of Spirit Shares from the Official List and from trading on the London Stock Exchange's main market for listed securities | 5.00 p.m. on D + 1 2015 | |
Scheme Record Time | 6.00 p.m. on D + 1 2015 | |
Reduction Court Hearing to confirm the Capital Reduction | D + 2 2015 | |
Filing of Reduction Court Order | D + 2 2015 | |
Effective Date of the Scheme | D + 2 2015 | |
Delisting of Spirit Shares | D + 3 2015 | |
Issue of New Greene King Shares | D + 3 2015 | |
Admission and commencement of dealings in New Greene King Shares | 8.00 a.m. on D + 3 2015 | |
CREST accounts credited with entitlements to New Greene King Shares | as soon as possible after8 a.m. on D + 3 2015 | |
Despatch of definitive share certificates, where applicable and payment of the 6.5p special interim dividend | within 14 days of the Effective Date | |
Long Stop Date | 31 May 2015(2) | |
Notes:
(1) These dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions to the Offer are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; (iii) the Court confirms the associated Reduction of Capital; and (iv) the Scheme Court Order and the Reduction Court Order, along with the Statement of Capital, are delivered to the Registrar of Companies and, in respect of the Reduction Court Order and the Statement of Capital, if the Court so orders for the Scheme to become effective, when such Reduction Court Order and Statement of Capital are registered by the Registrar of Companies. Spirit will give adequate notice of all of these dates, when known, by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at Spirit's discretion, be notified in the same way.
(2) This is the latest date by which the Scheme may become effective unless Spirit and Greene King agree, with the consent of the Panel and (if required) the Court, a later date.
All references in this announcement to times are to London time unless otherwise stated.