10 Mar 2015 15:34
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
10 March 2015
For immediate release
Greene King plc ("Greene King") discussions with Spirit Pub Company plc ("Spirit")
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code") Greene King confirms that as at 10 March 2015 it had in issue 219,061,538 ordinary shares of 12.5 pence each (excluding ordinary shares held in treasury) in issue and admitted to trading on the main market of the London Stock Exchange under the International Securities Identification Number (ISIN) GB00B0HZP136.
Greene King has an American Depositary Receipts ("ADR") program for which Deutsche Bank acts as Depositary. One ADR represents two ordinary shares of Greene King. The ADRs trade on the over-the-counter market in the US under the symbol GKNGY. The ISIN for these securities is US3947022030.
Dealing Disclosure Requirements
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) Spirit 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 Spirit 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 Spirit or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Spirit 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) Spirit 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 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 Spirit 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 Spirit and by any offeror and Dealing Disclosures must also be made by Spirit, 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.
Publication of this announcement
A copy of this announcement will be made available subject to certain restrictions relating to persons resident in restricted jurisdictions on Greene King's website (www.greeneking.co.uk).