TIDMGNK TIDMCPUB
RNS Number : 5513M
Greene King PLC
17 August 2011
17 August 2011
Greene King plc ("Greene King")
Amendment to an irrevocable commitment to accept the recommended
cash offer by Greene King for the entire issued and to be issued
share capital of The Capital Pub Company Plc.
On 19 July 2011 Greene King announced a recommended cash offer
for the entire issued and to be issued share capital of The Capital
Pub Company Plc ("Capital Pubs"). The Offer Document was posted on
29 July 2011.
In the Announcement and Offer Document, Greene King stated that
it had received an irrevocable commitment to accept the Offer from
Clive Watson, the CEO of Capital Pubs, in respect of 2,035,889
ordinary shares in the share capital of Capital Pubs comprising of
the following shareholdings:
Clive Watson 1,629,610
---------------------- ----------
Clive Watson (JSOP) 275,000
---------------------- ----------
Transact Nominees 117,279
---------------------- ----------
Watson Discretionary
Trust 14,000
---------------------- ----------
2,035,889
---------------------- ----------
Upon further examination of the various legal and beneficial
interests that Clive Watson holds in the share capital of the
Company, Greene King has now been informed that the information in
relation to Clive Watson's irrevocable commitment stated in the
Offer Document requires amendment, such that the commitment relates
to 2,032,142 ordinary shares, representing 7.54% of the issued
share capital of Capital Pubs, comprising of the following
shareholdings:
Clive Watson 1,354,610
---------------------- ----------
Clive Watson (JSOP) 275,000
---------------------- ----------
Transact Nominees 178,884
---------------------- ----------
Redmayne Bentley 209,648
---------------------- ----------
Watson Discretionary
Trust 14,000
---------------------- ----------
2,032,142
---------------------- ----------
The irrevocable commitment provided by Clive Watson will remain
binding until the Offer closes, lapses or is withdrawn. Further,
the irrevocable commitment will remain binding in the event that a
competing offer is made for Capital Pubs.
Defined terms used in this announcement have the same meaning as
in the Offer Document dated 29 July 2011.
ENQUIRIES
For further information contact:
Greene King
Lindsay Keswick +44 1284 763222
Capital Pubs
Nick Collins + 44 207 589 4888
Financial Dynamics (PR adviser to Greene
King)
Ben Foster + 44 207 831 3113
College Hill (PR adviser to Capital
Pubs)
Justine Warren +44 207 457 2020
Matthew Smallwood +44 207 457 2020
Lazard & Co., Limited is acting exclusively for Greene King
in connection with the Offer and will not be responsible to any
person other than Greene King for providing the protections
afforded to customers of Lazard & Co., Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
Financial Services Authority. Details about the extent of Deutsche
Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, London Branch
is acting as financial adviser and corporate broker to Greene King
and no one else in connection with the contents of this
announcement and the Offer and will 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 relation to the Offer or any matters referred to
herein.
PricewaterhouseCoopers is acting exclusively for Capital Pubs in
connection with the Offer and will not be responsible to any person
other than Capital Pubs for providing the protections afforded to
clients of PricewaterhouseCoopers or for providing advice in
relation to the Offer or any other matter referred to in this
announcement.
Panmure Gordon (UK) Limited is acting exclusively for Capital
Pubs in connection with the Offer and will not be responsible to
any person other than Capital Pubs for providing the protections
afforded to clients of Panmure Gordon (UK) Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
This announcement is not being published, mailed, transmitted or
otherwise distributed or sent to, into or from the United States,
Canada, Australia, Japan or any other such jurisdiction and persons
reading this announcement (including custodians, trustees and
nominees) must not mail or otherwise distribute or send this
announcement (nor any documents relating to the Offer) in, into or
from the United States, Canada, Australia, Japan or any other such
jurisdiction, nor use the mails of the United States, Canada,
Australia, Japan or other such jurisdiction or any means or
instrumentality for any purpose, directly or indirectly, relating
to acceptance of the Offer and so doing may invalidate any related
purported acceptance of the Offer.
Disclosure requirements of the Takeover Code (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 Capital
Pubs must make an Opening Position Disclosure following the
commencement of the offer period. 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 Capital
Pubs. 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 10(th) 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 of the offer
period. Relevant persons who deal in the relevant securities of
Capital Pubs 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 Capital Pubs must make a Dealing Disclosure if the
person deals in any relevant securities of Capital Pubs. 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 Capital Pubs, 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 Capital Pubs, they will be
deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures and Dealing Disclosures must also
be made by Capital Pubs, 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 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.
The defined terms used in this section "Dealing Disclosure
Requirements" are defined in the Code which can be found on the
Panel's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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