23rd Apr 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR SWITZERLAND
This announcement, including Appendix 1 and Appendix 2, shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
23 April 2009
Greene King plc announces an underwritten rights issue
to raise net proceeds of approximately £207.5 million
The Board of Greene King today announces a fully underwritten 3 for 5 rights issue to raise proceeds of approximately £207.5 million, net of expenses, through the issue of 80,749,647 New Shares. The Rights Issue has been fully underwritten by Deutsche Bank AG, London Branch, which is also acting as Joint Sponsor and Joint Financial Adviser with Lazard & Co., Limited.
Highlights
Rights Issue
Rights Issue to raise approximately £207.5 million, net of expenses, through the issue of 80,749,647 New Shares at a price of 270 pence per share, in order to enable Greene King to:
make selective acquisitions at attractive prices of freehold, retail pubs in the Home Counties, London and Scotland; and
repurchase some of Greene King's securitised debt at significantly below par value to take advantage of the current credit market conditions whilst at the same time further strengthening its financial position.
Background
Over the past few years, Greene King has pursued an organic growth strategy combined with a targeted acquisition strategy aimed at further enhancing the long-term value and prospects of the Company.
This strategy has successfully enabled Greene King to build a strong business with industry leading operating margins, healthy cashflow and a sound capital position.
Greene King remains relatively unique amongst major UK pub companies in that it has continued to pay down debt, maintain investment in its estate, as well as pay dividends.
The UK pub sector has seen one of its most challenging periods over the last eighteen months. Despite the difficult trading conditions, Greene King has maintained a focus on its core strategy with a consistent, long-term approach that has allowed the Company to report strong trading results, driven by a focus on customers, sales and profit.
The current economic and competitive environment means some players within the UK pub sector are experiencing operational underperformance and pressure on cashflows. The Board believes this operational underperformance, combined with excessive financial and/or operational leverage, will lead to an increasing number of high quality assets being offered for sale at attractive prices. As a major UK pub company with a highly regarded management team and an excellent track record of acquisitions, the Board believes that Greene King is well positioned to take advantage of such opportunities.
Profit and dividend forecast
Greene King confirms that it forecasts profit before tax, exceptional operating items and exceptional financing items for the 52 weeks ending 3 May 2009 to be not less than £115 million. Further details are contained in Appendix 1.
Greene King intends to pay a 2009 final dividend of 15.1 pence per Share (2008 adjusted final dividend: 15.1 pence per share), being the equivalent of a dividend of 18.7 pence per Existing Share adjusted pro rata to take account of the bonus element of the Rights Issue.
Current trading and prospects
Despite the worsening economic outlook since the beginning of the year, trading across Greene King overall has generally improved.
After 49 weeks, Greene King Retail LFL sales are +0.8%, Pub Partners LFL profit is 6.0%*, Brewing Company own-brewed volumes are +1.8% and Belhaven retail LFL sales growth is +5.0%.
Year to date, Greene King has completed 124 property and land disposals, achieving proceeds, ahead of book value, of £43 million.
Greene King's profit forecast is in line with both consensus estimates and the Board's expectations for the year.
Rooney Anand, Chief Executive Officer of Greene King, said:
"Greene King is currently unique amongst the major pub companies in paying down debt while keeping up levels of capital investment and continuing to pay dividends to our shareholders. This has been achieved through a consistent, long-term approach combined with strong operational skills and financial discipline throughout our businesses. Recent trading, which has been resilient against a demanding backdrop, underlines the success of this strategy. Today's rights issue will enable us to take advantage of a compelling opportunity both to enhance our estate and further strengthen our sound capital position. The increase in high quality pubs being put up for sale will deliver chances to make earnings-accretive acquisitions. At the same time, there is the potential to opportunistically buy back our debt at discounted levels. These combined actions will make Greene King an even stronger business."
* 48 weeks
Greene King plc Underwritten rights issue to raise approximately £207.5 million (net)
Introduction
The Board of Greene King today announces a fully underwritten rights issue to raise proceeds of approximately £207.5 million, net of expenses. The issue is being made on the basis of 3 New Shares for every 5 Existing Shares at an issue price of 270 pence per Ordinary Share. This represents a discount of approximately 39.6 per cent. to the theoretical ex-rights price based on the closing middle-market price of 553 pence per Ordinary Share on 22 April 2009, being the last business day before this announcement.
A Prospectus in connection with the Rights Issue is expected to be published today which will contain the expected timetable for the Rights Issue. Greene King will seek approval from its shareholders in respect of the Rights Issue at a General Meeting to be held on 12 May 2009. The Rights Issue has been fully underwritten by Deutsche Bank AG, London Branch, which is also acting as Joint Sponsor and Joint Financial Adviser with Lazard & Co., Limited.
The Directors are fully supportive of the Rights Issue and each intends, to the extent that he or she is able, either to take up his or her rights in full under the Rights Issue or to sell sufficient of his or her Nil Paid Rights during the nil paid dealing period to meet the costs of taking up the balance of his or her entitlements to New Shares under the Rights Issue.
Background to and reasons for the Rights Issue
Over the past few years, Greene King has pursued an organic growth strategy combined with a targeted acquisition strategy aimed at further enhancing the long-term value and prospects of the Company. This strategy has successfully enabled Greene King to build a strong business with industry leading operating margins, healthy cashflow and a sound capital position. Greene King remains relatively unique amongst major UK pub companies in that it has continued to pay down debt, maintain investment in the estate, as well as pay dividends.
The UK pub sector has seen one of its most challenging periods over the last eighteen months. Besides the well documented 'credit crunch', a number of other significant factors such as the smoking ban, above inflation beer duty increases, rising energy and food costs and aggressive supermarket alcohol discounting have negatively impacted the UK pub sector. Despite these difficult trading conditions, Greene King has maintained a focus on its core strategy with a consistent, long-term approach that has allowed the Company to report strong trading results, driven by a focus on customers and sales, cost discipline and excellent cash generation. Greene King's experienced and proven management team has built a well invested, high quality and largely freehold pub portfolio focused on the affluent south east of England and resilient Scotland and the Board considers Greene King to be well positioned to navigate the current trading environment.
The current economic and competitive environment is leading to a polarisation in the UK pub sector. Weaker players are experiencing operational underperformance and pressure on cashflows. The Board believes the operational underperformance of weaker players, combined, in some cases, with excessive financial and/or operational leverage, will lead to an increasing number of high quality assets being offered for sale at attractive prices. As a major UK pub company with a highly regarded management team and an excellent track record of acquisitions, the Board believes that Greene King is well positioned to selectively take advantage of such opportunities as they arise.
Use of proceeds
Greene King intends to use a portion of the proceeds of the Rights Issue to capitalise on acquisition opportunities, which should in turn enable the Company to extend its record of outperformance of its industry peers. Greene King is targeting acquisitions of freehold, retail pubs in the Home Counties, London and Scotland. Greene King expects any such acquisition to exceed its cost of capital and enhance earnings in the first full year following acquisition. Greene King has a strong track record of sourcing and integrating value accretive acquisitions including the Laurel Neighbourhood Estate in 2004, Belhaven and Ridley's in 2005, Hardys & Hansons in 2006 and Loch Fyne Restaurants and New Century Inns in 2007.
Additionally, although Greene King believes it has a sound capital structure and has sufficient capital and headroom to withstand the current economic downturn, the Company's securitised debt has recently traded at significant discounts to par value. In order to take advantage of current credit market conditions, whilst at the same time further strengthening its financial position, the Company intends to use a portion of the Rights Issue proceeds to opportunistically repurchase some of its securitised debt at prices significantly below par.
The combination of having the speed and flexibility to make selective acquisitions at attractive prices and repurchasing securitised debt at significantly below par value will allow Greene King to create additional shareholder value and build an even stronger business for the long-term.
Profit and dividend forecast
Greene King confirms that it forecasts profit before tax, exceptional operating items and exceptional financing items for the 52 weeks ending 3 May 2009 to be not less than £115 million. The exceptional operating items are forecast to be approximately £53 million comprising impairment of property, plant and equipment of approximately £54 million, and other exceptional operating items being losses relating to financial systems integration and divisional restructuring, a gain on the reversal of prior year charges relating to share based payments and a net profit on disposal of property, plant and equipment totalling a net credit of approximately £1 million. The exceptional financing item is forecast to be in the range of £10 million to £30 million and relates to a number of interest rate swaps becoming ineffective due to the proposed reduction in debt following the Rights Issue. Further details are contained in Appendix 1.
Greene King intends to pay a 2009 final dividend of 15.1 pence per Share (2008 adjusted final dividend: 15.1 pence per share), being the equivalent of a dividend of 18.7 pence per Existing Share adjusted pro rata to take account of the bonus element of the Rights Issue. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares including the right to the expected 2009 final dividend of 15.1 pence per Share and including the right to all future dividends and other distributions declared, made or paid.
For the financial year ending April 2010 and beyond, the Board expects to adopt a dividend policy targeting a dividend cover of around two times underlying earnings. The dividend policy is aimed at ensuring that Shareholders continue to benefit from the successful growth and strong cash flows of the Group whilst retaining an appropriate percentage of earnings to maintain investment in the estate and pay down borrowings.
Current trading and prospects
On 28 January 2009, Greene King issued a trading update for the first 38 weeks of the year ending 3 May 2009. Since then, despite the worsening economic outlook, trading across Greene King has generally improved.
After 49 weeks, up to the week ending 12 April 2009, Greene King Retail LFL sales are +0.8%. The success of Greene King's Retail business has been built on the quality of its estate, the operating skills and customer focus of its people and the strength of its brands. More recently, the business has been successfully adapted to tackle the challenging economic and industry conditions through targeted investment in its estate, improved value for money propositions and further enhancements to the retailing skills of its management and frontline team. Although cost pressures remain in the Retail businesses, particularly in food and utilities, it is expected that the full year Retail operating margin will only be slightly down year on year.
The underlying profit performance trend in Greene King's tenanted and leased business, Pub Partners, is broadly in line with that reported in January. Underlying LFL profits for the year-to-date are -6.0%, driven in the main by a decline in beer volumes and increased levels of licensee support. The tenanted and leased sector has been affected by the consumer 'flight to value' and the response in some sections of the tenanted and leased trade has been slower than in managed pubs and branded restaurants. Pub Partners has recently launched a highly targeted pricing support initiative called 'Crunch Time', which follows a series of other measures aimed at helping licensees to be more price competitive whilst protecting licensee profitability. It is expected that the total support to licensees in the year from additional price discounting and rent concessions will be £4 million.
Brewing Company own-brewed volumes are now +1.8% after 49 weeks. This strong performance is driven by Brewing Company's focused portfolio of quality cask ale brands. Each leading brand receives significant marketing investment and, with a focus on a single production brewery site, Brewing Company can ensure this investment is backed up by consistently high beer quality. It is a proven strategy, and provides an appealing combination for both consumers and trade customers. Greene King's brands continue to grow share in both the on-trade and the off-trade with, according to AC Nielsen, Greene King IPA maintaining its position as the UK's No. 1 cask ale and Old Speckled Hen retaining its No.1 ranking in UK premium ale within the off-trade.
The expected slowdown in Scotland, particularly given Edinburgh's exposure to the banking crisis, has not as yet materialised. Slower growth in the run-up to Christmas has been followed by stronger sales across all the businesses in Belhaven. After 49 weeks, Retail LFL sales growth is +5.0%, Belhaven Best volume is broadly in line with last year and well ahead of the market, whilst volumes in the tenanted business are ahead of last year.
The non-core asset disposal programme has continued at a steady pace in the second half of the year. Most transactions are with individual purchasers and, in the 49 weeks to date, 124 disposals of properties and excess land have been completed, achieving proceeds of £43 million, comfortably ahead of net book value.
The continued focus on driving profitable sales, rigorous cost control and the ability to mitigate certain inflationary cost increases experienced through the year has enabled Greene King to forecast profit before tax and exceptionals for the year in line with both consensus estimates and the Board's expectations. Accordingly, the Board is confident about the prospects for the Group for the current financial year and beyond.
Expected timetable of principal events
Each of the times and dates in the table below is indicative only and may be subject to change.
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General Meeting |
11.00 a.m. on 12 May 2009 |
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Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only) |
12 May 2009 |
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Dealings in New Shares, nil paid, commence on the London Stock Exchange |
8.00 a.m. on 13 May 2009 |
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Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters |
11.00 a.m. on 28 May 2009 |
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Dealings in New Shares, fully paid, commence on the London Stock Exchange |
8.00 a.m. on 29 May 2009 |
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Despatch of definitive share certificates for the New Shares in certificated form |
by 5 June 2009 |
General notes:
(1) The ability to participate in the Rights Issue is subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which are set out in Part III of the Prospectus.
(2) The times and dates set out in the expected timetable of principal events above and mentioned throughout the Prospectus may be adjusted by Greene King (in consultation with Deutsche Bank and Lazard), in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Qualifying Shareholders.
(3) Different deadlines and procedures for applications may apply in certain cases. For example, if you hold your Existing Shares through a CREST member or other nominee, that person may set an earlier date for application and payment than the dates noted above.
(4) References to times in the Prospectus are to London times unless otherwise stated.
General Meeting
Completion of the Rights Issue is subject to a number of conditions, including Shareholders' approval being obtained at the General Meeting.
Documentation
The Rights Issue will be on the terms and subject to the conditions set out in the Prospectus, which is expected to be published today. The Prospectus will be available, free of charge, at Greene King's registered office, Westgate Brewery, Bury St Edmunds, Suffolk IP33 1QT, and on its website http://www.greeneking.co.uk.
ANALYST PRESENTATION
A meeting for analysts will be hosted by Rooney Anand, Greene King Chief Executive Officer. The details of the meeting are as follows:
Venue: Deutsche Bank, Winchester House, 1 Great Winchester St, London EC2.
Date & Time: 10am on 23 April 2009.
A dial-in facility will be available. Analysts and investors should contact Georgie Birkbeck at Financial Dynamics on +44 (0)20 7269 7153 for details.
ENQUIRIES
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Greene King plc |
Tel: + 44 (0) 1284 763222 |
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Rooney Anand, Chief Executive Officer |
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Ian Bull, Finance Director |
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Financial Dynamics |
Tel: + 44 (0) 20 7831 3113 |
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Ben Foster |
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Deutsche Bank AG, London Branch (Joint Sponsor, Joint Financial Adviser and Sole Bookrunner) |
Tel: + 44 (0) 207 545 8000 |
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James Agnew |
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Andrew Smith |
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Lazard & Co., Limited (Joint Sponsor and Joint Financial Adviser) |
Tel: + 44 (0) 207 187 2000 |
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William Rucker |
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Andrew Fredericks |
About Greene King
Greene King's main businesses are managed pubs and restaurants; tenanted and leased pubs; and brewing and distribution. Greene King is one of the five largest UK pub operators by number of pubs. In total, Greene King operates over 2,500 pubs and restaurants, two breweries (Bury St. Edmunds and Dunbar) and a number of regional depots. The Group's head office is in Bury St. Edmunds, Suffolk and there are additional regional offices in Scotland.
This announcement, including Appendix 1 and Appendix 2, is not a Prospectus. A Prospectus relating to the Rights Issue is expected to be published today. Investors should only rely on the information contained in the Prospectus and any documents incorporated therein by reference.
A copy of the Prospectus will be available from the registered office of Greene King at Westgate Brewery, Bury St Edmunds, Suffolk IP33 1QT. The Prospectus will also be available for inspection during usual business hours on any weekday (Saturdays, Sundays and Bank Holidays are excepted) from the date of its publication until Admission at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
This announcement, including Appendix 1 and Appendix 2, shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This announcement, including Appendix 1 and Appendix 2, has been issued by and is the sole responsibility of Greene King. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Deutsche Bank or Lazard or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement, including Appendix 1 and Appendix 2, or any other written or oral information made available to or publicly available to any interested party or its advisers, and any responsibility or liability therefore whether arising in tort, contract or otherwise is expressly disclaimed.
Distribution of this announcement, including Appendix 1 and Appendix 2, and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions other than the United Kingdom may be restricted by law. This announcement, including Appendix 1 and Appendix 2, is not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and dependencies, any State or the United States and the District of Columbia), Australia, Canada, Japan, South Africa or Switzerland. Persons into whose possession this announcement, including Appendix 1 and Appendix 2, comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement, including Appendix 1 and Appendix 2, does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Nil Paid Rights, the Fully Paid Rights and the New Shares have not been and will not be registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been approved or disapproved by the US Securities and Exchange Commission, any state's securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters or the accuracy or adequacy of this announcement, including Appendix 1 and Appendix II. No public offering of securities will be made in connection with the Rights Issue in the United States or elsewhere.
The Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters and the New Shares will also not be registered under the securities laws of Australia, Canada, Japan, South Africa and Switzerland and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an applicable exemption from and in compliance with any applicable securities laws. There will be no public offer in any of Australia, Canada, Japan, South Africa or Switzerland.
Neither the content of Greene King's website nor any website accessible by hyperlinks on Greene King's website is incorporated in, or forms part of, this announcement, including Appendix 1 and Appendix 2.
Deutsche Bank and Lazard are acting for Greene King and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Greene King for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue or any matters referred to in this announcement, including Appendix 1 and Appendix 2.
Lazard is authorised and regulated in the United Kingdom by the Financial Services Authority. Deutsche Bank is authorised and regulated under German Banking Law (competent authority: BaFin - Federal Financial Supervising Authority) and regulated by the Financial Services Authority for the conduct of UK business.
Forward Looking Statements
This announcement, including Appendix 1 and Appendix 2, contains certain forward-looking statements which may include reference to one or more of the following: Greene King's financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies or synergies, budgets, capital and other expenditures, competitive positions, growth opportunities for existing products, plans and objectives of management and other matters. Statements in this announcement, including Appendix 1 and Appendix 2, that are not historical facts are hereby identified as "forward-looking statements". Such forward-looking statements, including, without limitation, those relating to future business prospects, revenue, working capital, liquidity, capital needs, interest costs and income, in each case relating to Greene King, wherever they occur in this announcement, including Appendix 1 and Appendix 2, are necessarily based on assumptions reflecting the views of Greene King and involve a number of known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various important factors. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include without limitation: economic and business cycles, the terms and conditions of Greene King's financing arrangements, foreign currency rate fluctuations, competition in Greene King's principal markets, acquisitions or disposals of businesses or assets and trends in Greene King's principal industries.
These forward-looking statements speak only as at the date of this announcement. Except as required by the FSA, the London Stock Exchange, the Part VI Rules or applicable law, Greene King does not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise.
Except as required by the FSA, the London Stock Exchange, the Part VI Rules or applicable law, Greene King expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Greene King expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this announcement, including Appendix 1 and Appendix 2, might not occur.
APPENDIX 1
PROFIT FORECAST
1. Profit forecast
Greene King confirms that it forecasts profit before tax, exceptional operating items and exceptional financing items for the 52 weeks ending 3 May 2009 to be not less than £115 million. The exceptional operating items are forecast to be approximately £53 million comprising impairment of property, plant and equipment of approximately £54 million, and other exceptional operating items being losses relating to financial systems integration and divisional restructuring, a gain on the reversal of prior year charges relating to share based payments and a net profit on disposal of property, plant and equipment totalling a net credit of approximately £1 million. The exceptional financing item is forecast to be in the range of £10 million to £30 million and relates to a number of interest rate swaps becoming ineffective due to the proposed reduction in debt
following the Rights Issue.
2. Basis of preparation
The profit forecast set out in paragraph 1 above and in the main body of this announcement (the ''Profit Forecast'') has been prepared on a basis consistent with the accounting policies of Greene King which will be applicable for the financial statements for the 52 weeks ending 3 May 2009.
The Profit Forecast is based on the unaudited condensed financial statements in the interim financial report for the 24 weeks ended 19 October 2008, the unaudited management accounts for the 20 weeks ended 8 March 2009 and a management forecast for the eight weeks ending 3 May 2009.
3. Assumptions
The Profit Forecast has been prepared on the basis of the following assumptions:
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(i) |
there will be no material change in the current management team, ownership of and control of Greene King; |
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(ii) |
there will be no material change in legislation or regulatory requirements impacting the Group's operations or its accounting policies; |
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(iii) |
there will be no material change in current levels of demand in the Group's principal markets; |
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(iv) |
there will be no business interruptions that materially affect the Group, its major suppliers or its major customers; |
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(v) |
there will be no material change to the Group's customers' ability or willingness to meet their obligations to the Group from that currently anticipated by the Directors; |
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(vi) |
there will be no material change in interest rates from those currently prevailing; |
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(vii) |
there will be no material changes to the prices of raw materials required by the Group's businesses; |
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(viii) |
there will be no material changes in the kinds, rates or bases of taxation, both direct and indirect, affecting the Group from those currently prevailing; |
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(iv) |
the Rights Issue will occur as proposed in the Prospectus dated 23 April 2009; |
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(v) |
there will be no material changes to general trading and economic conditions and no downturn in economic activity in the United Kingdom, in each case, from that which is currently prevailing and/or anticipated by the Directors; and |
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(vi) |
there will be no natural disasters, outbreaks of hostilities, terrorist attacks or other circumstances which would cause there to be a material adverse change in the level of insurance claims in the forecast period other than that which the Group has historically experienced. |
All of the assumptions above are outside the control or influence of the Directors.
APPENDIX 2
DEFINITIONS
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Admission |
the admission of the New Shares (nil paid and fully paid) to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares (nil paid and fully paid) to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards |
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Admission and Disclosure Standards |
the ''Admission and Disclosure Standards'' of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities |
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Board |
the board of directors of Greene King |
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business day |
a day (excluding Saturdays and Sundays or public holidays in England and Wales) on which banks generally are open in London for the transaction of normal business |
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Capita Registrars |
a trading name of Capita Registrars Limited, the registrars of the Company and Receiving Agent for the Rights Issue |
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certificated or in certificated form |
where a share or other security is not in uncertificated form |
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Companies Act |
the UK Companies Act 1985, as amended or the UK Companies Act 2006, as the context so requires |
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Company or Greene King |
Greene King plc, a Company incorporated under the laws of England and Wales (registered under no. 24511), with its registered office at Westgate Brewery Bury St Edmunds, Suffolk IP33 1QT |
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CREST |
the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator as defined in the CREST Regulations) |
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CREST member |
a person who has been admitted to Euroclear UK as a system member (as defined in the CREST Regulations) |
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CREST Regulations or Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended |
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Deutsche Bank |
Deutsche Bank AG, London Branch, 1 Great Winchester Street, London, EC2N 2DB |
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Directors |
the Executive Directors and Non-executive Directors, whose names appear on page 25 of the Prospectus |
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Euroclear UK |
Euroclear UK Euroclear UK & Ireland Limited, the operator of CREST |
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Executive Directors |
the executive directors of Greene King |
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Existing Shares |
the Ordinary Shares in issue as at the date of the Prospectus |
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Financial Services Authority or FSA |
the Financial Services Authority of the UK |
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FSMA |
the Financial Services and Markets Act 2000, as amended |
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Fully Paid Rights |
rights to acquire the New Shares, fully paid |
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General Meeting |
the general meeting of Greene King to be held at the offices of Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB on 12 May 2009, notice of which is set out in Part XI of the Prospectus |
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Greene King Group or the Group |
the Company and each of its subsidiaries and subsidiary undertakings from time to time |
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Issue Price |
270 pence per New Share |
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Joint Sponsors and Joint Financial Advisers |
Deutsche Bank and Lazard |
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Lazard |
Lazard & Co., Limited, 50 Stratton Street, London W1J 8LL |
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Listing Rules |
the Listing Rules made by the FSA under Part VI of FSMA |
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London Stock Exchange |
London Stock Exchange plc |
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New Shares |
Ordinary Shares to be allotted and issued pursuant to the Rights Issue |
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Nil Paid Rights |
rights to acquire the New Shares, nil paid |
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Non-CREST Shareholder |
a Shareholder who does not hold their Ordinary Shares in CREST |
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Non-executive Directors |
the non-executive directors of Greene King |
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Official List |
the Official List of the FSA pursuant to Part VI of FSMA |
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Ordinary Shares or Shares |
the ordinary shares of 12.5 pence each in the share capital of the Company (including, if the context requires, the New Shares) |
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Part VI Rules |
the rules contained in Part VI of the FSMA |
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pounds sterling or £ |
the lawful currency of the UK |
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Prospectus |
the prospectus dated 23 April 2009 prepared in connection with the Rights Issue |
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Qualifying Non-CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in certificated form |
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Qualifying Shareholders |
holders of Ordinary Shares on the register of members of the Company at the Record Date |
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Record Date |
close of business on 8 May 2009 |
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Rights Issue |
the proposed issue by way of rights of New Shares to Qualifying Shareholders on the basis described in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment Letter |
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SEC or US Securities and Exchange Commission |
the US government agency having primary responsibility for Commission enforcing the federal securities laws and regulating the securities industry/stock market |
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Securities Act |
the United States Securities Act 1933, as amended |
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Shareholder or Greene King Shareholder |
holder of Ordinary Shares |
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Sole Bookrunner |
Deutsche Bank |
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subsidiary undertaking |
as defined in section 258 of the Companies Act |
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UK |
the United Kingdom of Great Britain and Northern Ireland |
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UK Listing Authority or UKLA |
the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA |
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uncertificated or in uncertificated form |
recorded on the relevant register of the share or security form concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
Related Shares:
Greene King