12th May 2009 13:48
12 May 2009
Greene King plc announces an offer to purchase for cash certain Notes of
Greene King Finance plc
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR TO ANY PERSON LOCATED OR RESIDENT IN ITALY
(see "Offers and Distribution Restrictions" below)
On 23 April 2009 Greene King plc (the "Company") announced a fully underwritten rights issue ("Rights Issue") to raise net proceeds of approximately £207.5 million, a portion of which the Company stated it intends to use to take advantage of current credit market conditions to repurchase some of the securitised debt of the Company's group at prices below par whilst at the same time further strengthening its financial position.
Accordingly the Company announces that it has today invited, on the terms of and subject to the offer and distribution restrictions set out in a Tender Offer Memorandum dated 12 May 2009 (the "Tender Offer Memorandum"), the holders of the following notes of Greene King Finance plc:
£265,000,000 Class A4 Secured 5.106 per cent. Notes due 2034 (the "Class A4 Notes") £130,000,000 Class B1 Secured Fixed/Floating Rate Notes due 2034 (the "Class B1 Notes")£115,000,000 Class B2 Secured Floating Rate Notes due 2036 (the "Class B2 Notes")
(together the "Notes") to tender such Notes for purchase by the Company (or another company nominated by the Company) for cash (the "Offers").
Pursuant to the Offers the Company proposes to purchase (or another company within the Company's group will purchase) up to £100 million in aggregate principal amount of the Notes at prices between 62 per cent. and 67 per cent. for the Class A4 Notes, 50 per cent. and 55 per cent. for the Class B1 Notes and 35 per cent. and 40 per cent. for the Class B2 Notes, in each case to be determined pursuant to modified Dutch auctions.
Holders of the Notes are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers. This announcement must be read in conjunction with the Tender Offer Memorandum. Copies of the Tender Offer Memorandum are (subject to offer and distribution restrictions set out below) available from the Dealer Manager and the Tender Agent as set out below. The Offers are not being made in the United States or Italy or to any person located or resident in Italy and are also restricted in other jurisdictions, as more fully described below and in the Tender Offer Memorandum.
The Offers are expected to close at 5.00p.m. (London time) on 19th May and the Company expects to announce the results of the Offers at or around 10:00am the following morning.
Requests for information in relation to the Offers should be directed to:
The Dealer Manager The Royal Bank of Scotland plc Telephone: +44 (0)20 7085 8056 / 3781 Attention: Andrew Burton / Gianmarco Deiana Email: [email protected]
Requests for information in relation to the procedures for tendering Notes and participating in the Offers should be directed to:
The Tender Agent Lucid Issuer Services Limited Telephone: +44 (0)20 7704 0880 Attention: Sunjeeve Patel Email: [email protected]
For further information:
|
Greene King plc |
Rooney Anand, chief executive Ian Bull, group finance director |
Tel: 01284 763222 |
|
Financial Dynamics |
Ben Foster |
Tel: 020 7831 3113 |
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal advisor. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank or custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender Notes in the Offers. None of the Company, the Dealer Manager or the Tender Agent makes any recommendation whether Holders of the Notes should tender Notes in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Company, the Dealer Manager and the Tender Agent to inform themselves about and to observe such restrictions.
Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell any Notes, and tenders of Notes in the Offers will not be accepted from holders of Notes, in any jurisdiction wherein which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker in such jurisdictions, the Offers shall be deemed to be made on behalf of the Company in such jurisdictions by the Dealer Manager or affiliate (where it is so licensed), as the case may be and the Offers are not being made in any such jurisdiction where the Dealer Manager or one of its affiliates is not so licensed.
United States
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States. Any purported tender of Notes in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in an Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, Amercan Samoa, Wake island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
Italy
The Offers are not being made, directly or indirectly, in the Republic of Italy ("Italy"). The Offers and the Tender Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are notified that, to the extent Noteholders are located or resident in Italy, the Offers are not available to them and they may not tender Notes in the Offers and, as such, any Tender Instructions received from such persons shall be ineffective and void, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Notes may be distributed or made available in Italy.
United Kingdom
The communication of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Belgium
Neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the Belgian Public Offer Law), each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
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