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Offer for Hardys & Hansons

4th Sep 2006 11:36

Greene King PLC04 September 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTOOR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. For immediate release 4 September 2006 RECOMMENDED PROPOSALS for the acquisition of HARDYS & HANSONS P.L.C. By Greene King Acquisitions (No. 3) Limited, a wholly-owned subsidiary of GREENE KING PLC to be effected by means of Schemes of Arrangement under section 425 of the Companies Act 1985 Further to the announcement on 16 August 2006 in relation to the resultsof the Court Meetings and shareholder meetings, the boards of Hardys &Hansons, HHHL, Greene King and the Offeror are pleased to announce thatthe High Court of Justice has earlier today made orders sanctioning theHardys & Hansons Scheme and the HHHL Scheme and confirming thereductions of capital involved therein to effect the recommendedacquisition of Hardys & Hansons and HHHL by the Offeror. The Schemes will become effective upon the Court Orders sanctioning theSchemes being delivered and registered with the Registrar of Companiesfor England and Wales, which is expected to occur on 5 September 2006.The London Stock Exchange has been requested to cancel the listing ofthe Hardys & Hansons Ordinary Shares and the Preference Shares on AIMand to cancel their trading on AIM with effect from 7.30 am on 5September 2006. In respect of the consideration due from the Offeror, cheques and LoanNotes will be despatched, and settlement in CREST will be effective, bynot later than 6.00 pm (London time) on 19 September 2006. Terms defined in the Hardys & Hansons Scheme Document (or, as the casemay be, in the announcement relating to the Proposals dated 15 June2006) shall have the same meaning in this announcement. The directors of Hardys & Hansons and the directors of HHHL acceptresponsibility for the information contained in this announcementrelating to Hardys & Hansons and HHHL and confirm that, to the best oftheir knowledge and belief (having taken all reasonable care to ensurethat such is the case), the information contained in this announcementis in accordance with the facts and does not omit anything likely toaffect the import of such information. The directors of Greene King and the directors of the Offeror acceptresponsibility for the information contained in this announcementrelating to Greene King and the Offeror and confirm that, to the best oftheir knowledge and belief (having taken all reasonable care to ensurethat such is the case), the information contained in this announcementis in accordance with the facts and does not omit anything likely toaffect the import of such information. Enquiries Greene King 01284 763 222Rooney Anand Citigroup 020 7986 4000David WormsleyAnthony Gutman PricewaterhouseCoopers 020 7583 5000Simon BoadleSean Williams Financial Dynamics 020 7831 3113Ben FosterCharles Watenphul Hardys & Hansons 0115 938 3611Jonathan Webster Hawkpoint 020 7665 4500Patrick WilsonJoseph Ayala College Hill 020 7457 2020Justine WarrenMatthew Smallwood Citigroup, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Greene King and theOfferor and no one else in connection with the Proposals and will not beresponsible to anyone other than Greene King and the Offeror forproviding the protections afforded to clients of Citigroup or forproviding advice in relation to the Proposals or any other mattersreferred to in this announcement. PricewaterhouseCoopers, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority for designated investmentbusiness, is acting for Greene King and the Offeror and for no one elsein relation to the Proposals and will not be responsible to anyone otherthan Greene King and the Offeror for providing the protections affordedto clients of PricewaterhouseCoopers or for giving advice in relation tothe Proposals or any other matters referred to in this announcement. Hawkpoint, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting for Hardys & Hansons andHHHL and no one else in connection with the Proposals and will not beresponsible to anyone other than Hardys & Hansons and HHHL for providingthe protections afforded to clients of Hawkpoint or for providing advicein relation to the Proposals or any other matter referred to in thisannouncement. This announcement does not constitute an offer to sell or an invitationto purchase or subscribe for any securities. Any decision in relation tothe Proposals should be made only on the basis of the informationcontained in the Scheme Documents. The implications of the Proposals for persons not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Suchpersons should inform themselves about and observe any applicablerequirements of those jurisdictions. This information is provided by RNS The company news service from the London Stock Exchange

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