30th Sep 2005 07:02
Greene King PLC30 September 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM AUSTRALIA, CANADA OR JAPAN Embargoed for release at 7.00 a.m. (London time) 30 September 2005 RECOMMENDED CASH OFFER for THE BELHAVEN GROUP PLC by DEUTSCHE BANK on behalf of the Offeror a wholly owned subsidiary of GREENE KING PLC and in the United States by the Offeror On 24 August 2005, Deutsche Bank made a recommended cash offer (the "Offer") onbehalf of the Offeror, a wholly owned subsidiary of Greene King plc, for all ofthe issued and to be issued share capital of The Belhaven Group plc not alreadyowned by the Greene King Group. Offer declared unconditional in all respects Greene King announces that all conditions of the Offer have been satisfied orwaived. Accordingly the Offer has been declared unconditional in all respectsand will remain open for acceptance until further notice. Of the acceptances received under the Offer, valid elections for the Loan NoteAlternative in respect of £5,829,938 nominal value of Loan Notes have been madeby Belhaven Shareholders and the Loan Note Alternative has become unconditionalupon the Offer being declared unconditional in all respects. Consideration The consideration will be despatched by first class post (in the case ofcertificated holders) or credited to the relevant CREST account (in the case ofuncertificated holders) on or before 13 October 2005 to Belhaven Shareholderswho have validly accepted the Offer on or before the date of this announcement. Delisting and Compulsory Acquisition Application will be made to the FSA for the cancellation of the listing ofBelhaven Shares on the Official List and to the London Stock Exchange for thecancellation of the admission to trading of Belhaven Shares on the London StockExchange, in each case expected to take effect from 31 October 2005, being 20business days following the date of this announcement. In addition, if sufficient acceptances are received, the Offeror intends toimplement the procedures set out in sections 428 to 430F of the Companies Act toacquire compulsorily any outstanding Belhaven Shares to which the Offer relates. Level of acceptances and ownership As at 1.00 p.m. (London time) on 29 September 2005, being the second closingdate of the Offer, the Offeror had received valid acceptances of the Offer inrespect of a total of 21,446,516 Belhaven Shares, representing approximately71.5 per cent. of Belhaven's existing issued share capital. Following theannouncement of the Offer on 22 August 2005, the Offeror has also acquired3,056,224 Belhaven Shares representing approximately 10.2 per cent. ofBelhaven's existing issued share capital. Accordingly, as at 1.00 p.m. (Londontime) on 29 September 2005, the Offeror had acquired or received validacceptances under the Offer in respect of a total of 24,502,740 Belhaven Shares,representing approximately 81.7 per cent. of Belhaven's existing issued sharecapital. In addition, Greene King announced on 26 September 2005 and 28 September 2005that it had contracted to acquire 496,232 Belhaven Shares and 658,431 BelhavenShares respectively, representing in total approximately 3.9 per cent. ofBelhaven's existing issued share capital. Including these additional BelhavenShares, the Offeror has therefore acquired (or contracted to acquire) orreceived valid acceptances under the Offer in respect of a total of 25,657,403Belhaven Shares, representing approximately 85.6 per cent. of Belhaven'sexisting issued share capital. Belhaven Shareholders who hold Belhaven Shares in certificated form who wish toaccept the Offer but have not already done so should complete, sign and returntheir Form of Acceptance in accordance with the instructions set out in theOffer Document and on the Form of Acceptance. Belhaven Shareholders who holdBelhaven Shares in uncertificated form (that is, in CREST) who wish to acceptthe Offer but have not already done so should follow the instructions set out inthe Offer Document. Terms used in this announcement shall have the same meanings given to them inthe Offer Document. 30 September 2005 Enquiries Greene King +44 (0) 1284 763 222Rooney AnandMichael Shallow Deutsche Bank +44 (0) 20 7545 8000Jeremy QuinCharles Roast Financial Dynamics +44 (0) 20 7831 3113Ben FosterCharles Watenphul Deutsche Bank (authorised by Bundesanstalt fur Finanzdienstleistungsaufsicht(BaFin) and by the Financial Services Authority (FSA)), which is regulated bythe FSA for the conduct of UK business and a member of the London StockExchange, is acting for Greene King and the Offeror and no one else inconnection with the Offer and will not be responsible to anyone other thanGreene King and the Offeror for providing the protections afforded to clients ofDeutsche Bank nor for providing advice in relation to the Offer or any matterreferred to in this announcement. The directors of Greene King and the directors of the Offeror acceptresponsibility for the information contained in this announcement relating toGreene King and the Offeror and confirm that, to the best of their knowledge andbelief (having taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. This announcement does not constitute an offer to sell, or an invitation topurchase, any securities or the solicitation of any vote or approval in anyjurisdiction. The Offer has been made solely by the Offer Document and the Formof Acceptance which contains the full terms and conditions of the Offer(including details of how it may be accepted). The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in any suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. The ability of Belhaven Shareholders who are not resident in the United Kingdomto accept the Offer may be affected by the laws of the relevant jurisdictions inwhich they are located. Persons who are not resident in the United Kingdomshould inform themselves of, and observe, any applicable requirements. Copies of this announcement and any formal documentation relating to the Offerare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in or into or from a Restricted Jurisdiction andpersons receiving such documents (including custodians, nominees and trustees)must not mail or otherwise forward, distribute or send them in or into or from aRestricted Jurisdiction. The Offer (unless otherwise determined by the Offerorand permitted by applicable law and regulation), will not be made, directly orindirectly, in or into, or by the use of mails or any means or instrumentality(including, without limitation, telephonically or electronically) of interstateor foreign commerce of, or any facility of, a national, state or othersecurities exchange of a Restricted Jurisdiction and the Offer will not becapable of acceptance by any such use, means, instrumentality or facilities. In accordance with normal UK market practice, Greene King or the Offeror ortheir nominees or broker (acting as agents) may from time to time make certainpurchases of, or arrangements to purchase, Belhaven Shares outside the UnitedStates, other than pursuant to the Offer, before or during the period in whichthe Offer remains open for acceptance. These purchases may occur either in theopen market at prevailing prices or in private transactions at negotiatedprices. Any information about such purchases will be disclosed as required inthe UK. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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