24th Mar 2005 12:00
Geest PLC24 March 2005 (for immediate release) 24 March 2005 Recommended proposals for the acquisition of Geest PLC ("Geest" or "the Company") by Bakkavor Invest Limited The Directors of Geest announce that on 21 March 2005 the High Court of Justiceof England and Wales (the "Court") made an Order, in connection with theproposed scheme of arrangement pursuant to section 425 of the Companies Actbetween Geest and the Geest Shareholders (the "Scheme"), that Geest may convenea Court Meeting for 11.30 a.m. on 20 April 2005 of Geest Shareholders for thepurpose of considering and, if thought fit, approving the Scheme. AnExtraordinary General Meeting of Geest has been convened for 11.45 a.m. on thesame day (or as soon thereafter as the Court Meeting has concluded or beenadjourned). As described in the Scheme Circular (as defined below), the Scheme will requirethe approval of Geest Shareholders (other than the Bakkavor Shareholder) at theCourt Meeting, and the passing of a special resolution by Geest Shareholders(other than the Bakkavor Shareholder) at the Geest Extraordinary GeneralMeeting. The Bakkavor Shareholder will undertake to the Court to be bound by theScheme. The Scheme and associated Capital Reduction will also require thesubsequent sanction and confirmation of the Court. Both Meetings will be held at the Bull Hotel, Westgate, Peterborough,Cambridgeshire, PE1 1RB. The Scheme Circular containing, inter alia, the terms of the Scheme, anExplanatory Statement (pursuant to section 426 of the Companies Act 1985),notices of the Meetings, a timetable of principal events, and details of theaction to be taken by Geest Shareholders was posted to all Geest Shareholdersand, for information only, to participants in the Geest Share Schemes on 23March 2005 (the "Scheme Circular"). Expected timetable of principal events: Latest time for lodging BLUE Forms of Proxy for the Court Meeting 11.30 a.m. on 18 April 2005 (1) Latest time for lodging WHITE Forms of Proxy for the Extraordinary General Meeting 11.45 a.m. on 18 April 2005 Voting Record Time 6.00 p.m. on 18 April 2005 Court Meeting 11.30 a.m. on 20 April 2005 Extraordinary General Meeting 11.45 a.m. on 20 April 2005 (2) Latest time for lodging GREEN Forms of Election 3.00 p.m. on 2 May 2005 Scheme Hearing Date (to sanction the Scheme) 10 May 2005 Last day of dealings in, and for registration of transfers of, Geest Shares 12 May 2005 Dividend Record Time 6.00 p.m. on 12 May 2005 Scheme Record Time 6.00 p.m. on 12 May 2005 Reduction Hearing Date (to confirm the Capital Reduction) 13 May 2005 Effective Date of the Scheme 13 May 2005 Cancellation of listing of Geest Shares 16 May 2005 Latest date for despatch of cheques and/or Loan Notes and Special Dividend and settlement through CREST 27 May 2005 (1) If the BLUE Form of Proxy for use at the Court Meeting is not lodged by such time, it may be handed to the Chairman prior to the commencement of the Court Meeting at the Court Meeting and will still be valid. (2) To commence at 11.45 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting. UK Listing Authority Viewing Facility Two copies of the Scheme Circular will be submitted to the UK Listing Authorityand will be available for inspection at the UK Listing Authority's DocumentViewing Facility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HSTel: 020 7066 1000 Any term used but not defined in this announcement is as defined in the SchemeCircular. Press enquiries Bakkavor InvestAgust Gudmundsson - Group Chairman Tel: +44 (0) 20 8728 5100Lydur Gudmundsson - Chief Executive Officer Kaupthing Limited Tel: +44 (0) 20 7529 5222(Financial adviser to Bakkavor Invest and Bakkavor)Helgi BergsAdam Shaw Citigate - Dewe Rogerson Today - Tel: +44 (0) 20 8728 5100(Public relations adviser to Bakkavor Invest and Bakkavor) Thereafter - Tel: +44 (0) 121 455 8370 Fiona Tooley Mob: +44 (0) 7785 703523 Geest Tel: +44 (0) 1775 761 111Mark Pullen - Group Finance DirectorPaula Cooper - Group Communications Manager Citigroup Global Markets Limited Tel: +44 (0) 20 7986 4000(Financial adviser and broker to Geest)Ian HartSimon AlexanderRashmi Sinha JPMorgan Cazenove Tel: +44 (0) 20 7588 2828(Broker to Geest)David Clasen Financial Dynamics Tel: +44 (0) 20 7831 3113(Public relations adviser to Geest)Tim Spratt Citigroup Global Markets Limited ("Citigroup") is acting for Geest and no oneelse in connection with the Proposals and will not be responsible to any otherperson for providing the protections afforded to clients of Citigroup or forproviding advice in relation to the Proposals, the content of this announcementor any other matter referred to herein. JPMorgan Cazenove Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Geest andno one else in connection with the Proposals and will not be responsible toanyone other than Geest for providing the protections afforded to customers orfor providing advice in relation to the Proposals or in relation to the contentsof this announcement or any transaction, arrangement or other matter referred toherein. Kaupthing Limited, a subsidiary of Kaupthing, which is regulated by theFinancial Services Authority for the conduct of designated investment businessin the United Kingdom, is acting for Bakkavor Invest and Bakkavor in connectionwith the Proposals and will not be responsible to anyone other than BakkavorInvest and Bakkavor for providing the protections afforded to clients ofKaupthing Limited nor for providing advice in relation to the Proposals or anymatter referred to in this announcement. This announcement is not an offer to sell or an invitation to purchase anysecurities or the solicitation of any vote or approval in any jurisdiction.Geest Shareholders are advised to read carefully the formal documentation inrelation to the Proposals, the contents of this announcement or any other matterreferred to herein. The Directors of Geest accept responsibility for the information contained inthis announcement. To the best of their knowledge and belief (having taken allreasonable care to ensure that such is the case) the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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