29 Oct 2019 13:00
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 OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
29 October 2019
Recommended Cash Acquisition
of
Greene King plc ("Greene King")
by
CK Noble (UK) Limited ("CK Bidco")(a wholly-owned subsidiary of CK Asset Holdings Limited ("CKA"))
Scheme sanctioned by the Court
Further to the announcement made by Greene King and CK Bidco on 17 October 2019, Greene King is pleased to announce that the Court has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash offer by CK Bidco for the entire issued and to be issued ordinary share capital of Greene King not already owned by or on behalf of the CKA Group (the "Acquisition") is being implemented.
The Scheme will become effective upon the Scheme Court Order being delivered to the Registrar of Companies, which is expected to take place after 6.30 p.m. on 30 October 2019.
It is expected that trading in Greene King Shares on the London Stock Exchange's Main Market for listed securities and the listing of the Greene King Shares on the Official List of the FCA will be cancelled, and the Greene King ADR programme will be terminated, by 8.00 a.m. on 31 October 2019.
Capitalised terms used but not defined in this announcement have the meanings set out in the scheme document dated 16 September 2019 (the "Scheme Document"). References to time in this announcement are to London times.
Enquiries:
Greene King
Nick Mackenzie, Chief Executive Tel: +44(0) 12 8476 3222Richard Smothers, Chief Financial Officer
Citigroup Global Markets Limited (joint financial adviserand joint corporate broker to Greene King)
David Wormsley Tel: +44(0) 20 7986 4000Andrew SeatonEdward McBrideChristopher Wren
Rothschild & Co (joint financial adviser to Greene King)
John Deans Tel: +44(0) 20 7280 5000Edward DuckettAshley Gillard
Peel Hunt (joint corporate broker to Greene King)
Dan Webster Tel: +44(0) 20 7418 8869
Finsbury (PR adviser to Greene King)
Alastair Hetherington Tel: +44(0) 20 7251 3801Philip Walters
Linklaters LLP is acting as legal adviser to Greene King.
Important Notices
Citigroup Global Markets Limited ("Citigroup"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting exclusively as financial adviser for Greene King and no one else in connection with the Acquisition and other matters described in this announcement and will not be responsible to anyone other than Greene King for providing the protections afforded to clients of Citigroup nor for providing advice in connection with any matter referred to herein. Neither Citigroup 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 Citigroup in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to Greene King and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Greene King for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Greene King and for no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and the Acquisition and will not be responsible to anyone other than Greene King for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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 Acquisition or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Notice to US investors in Greene King
The Acquisition relates to the shares of an English company and is being made by means of a Scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.
If, in the future, CK Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Greene King Shares and Greene King ADR Holders to enforce their rights and any claim arising out of the US federal laws, since CK Bidco and Greene King are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Greene King Shares and Greene King ADR Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.
US Greene King Shareholders and Greene King ADR Holders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Greene King Shareholders and Greene King ADR Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
Publication on a website
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 at https://www.greeneking.co.uk/investor-centre/recommended-cash-offer/ and on CKA's website at https://webfilter.ckah.com/WF06/ promptly and in any event by no later than 12 noon on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated and do not form part of this announcement.