TIDMGNK TIDMCPUB
RNS Number : 5811N
Greene King PLC
05 September 2011
Not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
RECOMMENDED CASH OFFER BY GREENE KING PLC FOR THE CAPITAL PUB
COMPANY PLC
Compulsory acquisition, cancellation of admission to trading and
re-registration of Capital Pubs
Further to the announcement made on 22 August 2011 that the
Offer had been declared unconditional in all respects, Greene King
announces that, as at 1.00 p.m. on 2 September 2011, it has
received acceptances in respect of Capital Pubs Shares representing
94.7 per cent. of the shares to which the Offer relates.
Accordingly, Greene King announces its intention to compulsorily
acquire the outstanding Capital Pubs Shares under the provisions of
sections 974-991 (inclusive) of the Companies Act 2006. Greene King
also announces that Capital Pubs intends to apply to the London
Stock Exchange for its admission to trading on AIM to be cancelled.
It is anticipated that such cancellation will take effect not
earlier than 3 October 2011, being 20 business days following the
date of this announcement.
Delisting would significantly reduce the liquidity and
marketability of any Capital Pubs Shares in respect of which
acceptances of Offer are not submitted.
It is anticipated that, after the Capital Pubs Shares are
de-listed, Capital Pubs will be re-registered as a private company
under the relevant provisions of the Companies Act 2006.
As previously announced the Offer remains open for acceptance
until further notice.
Terms defined in the Offer Document dated 29 July 2011 have the
same meanings in this announcement, unless the context requires
otherwise.
Capital Pubs Shareholders who have not yet accepted the Offer
are urged to complete, sign and return the Form of Acceptance
(along with their share certificate(s) and any appropriate
documents of title) by post or by hand (during normal business
hours only) to Capita Registrars, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.
Capital Pubs Shareholders who hold their Capital Pubs Shares in
CREST should follow the additional procedures set out in the Offer
Document. If you are a CREST sponsored member you should refer to
your CREST sponsor before taking any action.
If you have lost your Form of Acceptance or have any other
queries in connection with the Offer, you should contact Capita
Registrars at the above address or by telephone on 0871 664 0321
from within the UK or, if calling from outside the UK, on +44 20
8639 3399 between 9.00am and 5.00pm (London time) Monday to
Friday.
ENQUIRIES
For further information contact:
Greene King
Lindsay Keswick +44 1284 763222
Lazard (financial adviser to Greene King)
William Rucker +44 207 187 2000
Paul Gismondi +44 207 187 2000
Deutsche Bank (financial adviser and corporate
broker to Greene King)
James Agnew +44 207 545 8000
Steven Varlakhov +44 207 545 8000
Andrew Smith +44 207 545 8000
Financial Dynamics (PR adviser to Greene
King) +44 207 831 3113
Marc Cohen
Capital Pubs
Clive Watson + 44 207 589 4888
Nick Collins + 44 207 589 4888
PricewaterhouseCoopers (financial adviser
to Capital Pubs)
Sean Williams +44 207 583 5000
Gerry Young +44 207 583 5000
Mark Sweeting +44 207 583 5000
Panmure Gordon (UK) Limited (corporate broker
to Capital Pubs)
Adam Pollock +44 207 459 3600
Andrew Godber +44 207 459 3600
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 does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document.
The Offer is not being made, direct or indirectly, in, into or
by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States, Canada,
Australia, Japan or any other jurisdiction if to do so would
violate of the relevant laws of such jurisdiction. Accordingly,
copies of this document are not being, and should not be mailed,
transmitted or otherwise distributed, in whole or in part, in or
into or from the United States, Canada, Australia, Japan or any
such other jurisdiction.
The Directors of Greene King accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Directors of Greene King (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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