16th Sep 2005 07:00
Greene King PLC16 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) 16 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 Greene King interested in 57.8 per cent. of Belhaven Shares 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. Level of acceptances and ownership The Directors of Greene King announce that as at 1.00 p.m. (London time) on 15September 2005, being the first closing date of the Offer, the Offeror hadreceived valid acceptances of the Offer in respect of a total of 15,354,615Belhaven Shares, representing approximately 51.3 per cent. of Belhaven'sexisting issued share capital. Following the announcement of the Offer on 22August 2005, the Offeror has also acquired or contracted to acquire 1,960,952Belhaven Shares representing approximately 6.5 per cent. of Belhaven's existingissued share capital. Accordingly, as at 1.00 p.m. (London time) on 15 September2005, the Offeror has acquired (or contracted to acquire) or received validacceptances under the Offer in respect of a total of 17,315,567 Belhaven Shares,representing approximately 57.8 per cent. of Belhaven's existing issued sharecapital. Extension of the Offer The Directors of Greene King announce that the Offer has been extended for aperiod of 14 days and will therefore remain open for acceptance until 1.00 p.m.(London time) on 29 September 2005. Detailed level of acceptances The Offeror received irrevocable undertakings to accept the Offer in relation to6,943,246 Belhaven Shares, representing approximately 23.2 per cent. ofBelhaven's existing issued share capital. Additionally, the Offeror received aletter of intent to accept the Offer in respect of 1,300,066 Belhaven Shares,representing approximately 4.3 per cent. of Belhaven's existing issued sharecapital. Valid acceptances under the Offer relating to these irrevocableundertakings and letter of intent have been received in respect of 6,943,246Belhaven Shares, representing approximately 23.2 per cent. of Belhaven'sexisting issued share capital. Belhaven Shareholders who hold Belhaven Shares in certificated form and who wishto accept the Offer should complete, sign and return their Form of Acceptance inaccordance with the instructions set out in the Offer Document and on the Formof Acceptance so as to be received as soon as possible and, in any event, by nolater than 1.00 p.m. (London time) on 29 September 2005. Belhaven Shareholderswho hold Belhaven Shares in uncertificated form (that is, in CREST) and who wishto accept the Offer should follow the instructions set out in the Offer Documentso as to ensure settlement not later than 1.00 p.m. (London time) on 29September 2005. Terms used in this announcement shall have the same meanings given to them inthe Offer Document. 16 September 2005 EnquiriesGreene 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. 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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