23rd Jun 2006 13:31
Greene King PLC23 June 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. 23 June 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 of the Proposals made on 15 June 2006, Greene Kingplc is pleased to announce that the Offeror has received further irrevocableundertakings to vote in favour of the Proposals as follows: (a) Certain family members have irrevocably undertaken to vote infavour of the resolutions to be proposed at the Hardys & Hansons Court Meetingand the Hardys & Hansons Extraordinary General Meeting in respect of a total of395,406 Hardys & Hansons Shares, representing approximately 2.0 per cent. of theexisting ordinary share capital of Hardys & Hansons. Their obligations underthis undertaking would lapse if (a) the Hardys & Hansons Scheme Document is notposted within 28 days of the date hereof (or such later date as the Offeror andHardys & Hansons may agree and the Panel may permit), (b) the Hardys & HansonsScheme does not take effect, lapses or is withdrawn or (c) a third partyannounces an offer to acquire (whether directly or indirectly) all of theordinary and or/deferred shares in the capital of Hardys & Hansons, the value ofthe consideration available under such offer exceeds that available under theProposals by 10 per cent. or more and the Offeror has not within 14 days of theday on which such offer is made announced a revision of the terms of the Hardys& Hansons Scheme or elected to make a general offer in each case under which thevalue of the consideration available is greater than or equal to the value ofthe consideration available under such other offer. (b) Certain family members and related trusts have irrevocablyundertaken to vote in favour of the resolutions to be proposed at the HHHL CourtMeetings and the HHHL Extraordinary General Meeting in respect of a total of41,509 HHHL B Shares, representing approximately 27.7 per cent. of the existingB ordinary share capital of HHHL. Their obligations under these undertakingswould lapse if (a) the HHHL Scheme Document is not posted within 28 days of thedate hereof (or such later date as the Offeror and HHHL may agree and the Panelmay permit), (b) the HHHL Scheme does not take effect, lapses or is withdrawn or(c) a third party announces an offer to acquire (whether directly or indirectly)all of the issued HHHL A Shares and HHHL B Shares, the value of theconsideration available under such offer exceeds that available under theProposals by 10 per cent. or more and the Offeror has not within 14 days of theday on which such offer is made announced a revision of the terms of the HHHLScheme or elected to make a general offer in each case under which the value ofthe consideration available is greater than or equal to the value of theconsideration available under such other offer. In total therefore the Offeror has received irrevocable undertakings and aletter of intent to vote in favour of the Schemes in respect of an aggregate of3,310,005 Hardys & Hansons Shares representing approximately 16.6 per cent. ofthe ordinary share capital of Hardys & Hansons, 123,434 HHHL A Sharesrepresenting approximately 82.3 per cent. of the A ordinary share capital ofHHHL and 83,614 HHHL B Shares representing approximately 55.7 per cent. of the Bordinary share capital of HHHL. Terms defined in the announcement relating to the Proposals dated 15 June 2006shall have the same meaning in this announcement. Enquiries Greene King 01284 763 222 Rooney Anand Citigroup 020 7986 4000 David Wormsley Anthony Gutman PricewaterhouseCoopers 020 7583 5000 Simon Boadle Sean Williams Financial Dynamics 020 7831 3113 Charles Watenphul Ben Foster Hardys & Hansons 0115 938 3611 Jonathan Webster Hawkpoint 020 7665 4500 Patrick Wilson Joseph Ayala College Hill 020 7457 2020 Justine Warren Matthew Smallwood Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for the Offeror and no one else inconnection with the Proposals and will not be responsible to anyone other thanthe Offeror for providing the protections afforded to clients of Citigroup orfor providing advice in relation to the Proposals or any other matters referredto in this announcement. PricewaterhouseCoopers, which is authorised and regulated in the United Kingdomby the Financial Services Authority for designated investment business, isacting for the Offeror and for no one else in relation to the Proposals and willnot be responsible to anyone other than the Offeror for providing theprotections afforded to clients of PricewaterhouseCoopers or for giving advicein relation to the Proposals or any other matters referred to in thisannouncement. Hawkpoint, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Hardys & Hansons and HHHL and no oneelse in connection with the Proposals and will not be responsible to anyoneother than Hardys & Hansons and HHHL for providing the protections afforded toclients of Hawkpoint or for providing advice in relation to the Proposals or anyother matter referred to in this announcement. This announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities. Any response in relation to theProposals should be made only on the basis of the information contained in theScheme Document or any document by which the Offer is made. Hardys & Hansons will prepare the Scheme Documents to be distributed to Hardys &Hansons Shareholders and HHHL Shareholders. Hardys & Hansons and Greene Kingurge Hardys & Hansons Shareholders and HHHL Shareholders to read the SchemeDocuments when they become available because they will contain importantinformation relating to the Proposals. The availability of the Proposals to persons not resident in the United Kingdommay be affected by the laws of the relevant jurisdictions. Such persons shouldinform themselves about and observe any applicable requirements of thosejurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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