20th Jul 2006 12:16
Hardys & Hansons PLC20 July 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. For immediate release 20 July 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 Posting of the Scheme Documents Further to the announcement of the Proposals made on 15 June 2006, the boards ofHardys & Hansons, HHHL, Greene King and the Offeror are pleased to announce thatthe Hardys & Hansons Scheme Document and the HHHL Scheme Document are beingposted to shareholders today by Hardys & Hansons and HHHL respectively. The Acquisitions are being implemented by way of schemes of arrangement undersection 425 of the Companies Act 1985. The Hardys & Hansons Court Meeting, theHardys & Hansons Class Meetings and the Hardys & Hansons Extraordinary GeneralMeeting to approve the Hardys & Hansons Scheme and the HHHL Court Meetings, theHHHL Class Meetings and the HHHL Extraordinary General Meeting to approve theHHHL Scheme will all be held on 15 August 2006. It is expected that the Schemes will become effective on 5 September 2006. The Hardys & Hansons Scheme Document will shortly be available for inspection atthe UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Additional irrevocable undertakings Greene King is pleased to announce that the Offeror has received furtherirrevocable undertakings to vote in favour of the Proposals as follows: (a) Certain family members have irrevocably undertaken to vote in favour of the resolutions to be proposed at the Hardys & Hansons Court Meeting and the Hardys & Hansons Extraordinary General Meeting in respect of a total of 8,000 Hardys & Hansons Ordinary Shares, representing approximately 0.04 per cent. of the existing ordinary share capital of Hardys & Hansons. Their obligations under this undertaking would lapse if (a) the Hardys & Hansons Scheme does not take effect, lapses or is withdrawn or (b) a third party announces an offer to acquire (whether directly or indirectly) all of the ordinary and or/deferred ordinary shares in the capital of Hardys & Hansons, the value of the consideration available under such offer exceeds that available under the Proposals by 10 per cent. or more and the Offeror has not within 14 days of the day 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 the value of the consideration available is greater than or equal to the value of the consideration available under such other offer. (b) Certain family members and related trusts have irrevocably undertaken to vote in favour of the resolutions to be proposed at the HHHL Court Meetings and the HHHL Extraordinary General Meeting in respect of a total of 7,263 HHHL B Shares, representing approximately 4.8 per cent. of the existing B share capital of HHHL. Their obligations under this undertaking would lapse if (a) the HHHL Scheme does not take effect, lapses or is withdrawn or (b) 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 the consideration available under such offer exceeds that available under the Proposals by 10 per cent. or more and the Offeror has not within 14 days of the day on which such offer is made announced a revision of the terms of the HHHL Scheme or elected to make a general offer in each case under which the value of the consideration available is greater than or equal to the value of the consideration available under such other offer. Since the announcement dated 23 June 2006 regarding further irrevocableundertakings received, irrevocable undertakings in respect of a total of 93,025Hardys & Hansons Ordinary Shares, representing approximately 0.5 per cent. ofthe ordinary share capital of Hardys & Hansons and 200 HHHL B Shares,representing approximately 0.1 per cent. of the B share capital of HHHL havebeen found to be incorrect due to an administrative error. 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 of3,224,980 Hardys & Hansons Ordinary Shares representing approximately 16.1 percent. of the ordinary share capital of Hardys & Hansons, 123,434 HHHL A Sharesrepresenting approximately 82.3 per cent. of the A share capital of HHHL and90,677 HHHL B Shares representing approximately 60.5 per cent. of the B sharecapital of HHHL. Proposals relating to the Preference Shares With the approval of Greene King, Hardys & Hansons is also taking thisopportunity to simplify its share capital and is therefore proposing, subject tothe passing of the applicable resolutions and to the sanction of the Court, tocancel and repay all of the First Preference Shares and the Second PreferenceShares. If the proposed cancellation of the Preference Shares becomes effective, thoseholders of Preference Shares whose names appear in the register of members ofthe Company on the date on which the cancellation takes effect will be paid thesum of £1.40 per Preference Share (being their par value plus a premium of 40pence), together with all dividends accrued on such shares to the date of theirrepayment. The repayment of the Preference Shares, which will cost £595,000 plus accrueddividends, will be funded out of the Company's existing cash reserves andbanking facilities. The approval (by extraordinary resolution) of the holders of the FirstPreference Shares is required for the reduction of capital involved in theHardys & Hansons Scheme. The Offeror has received irrevocable undertakings tovote in favour of the Hardys & Hansons First Preference Class Meeting Resolutionfrom First Preference Shareholders holding approximately 68.2 per cent. of theissued First Preference Shares. The approval of the holders of the SecondPreference Shares is not required. Terms defined in the Hardys & Hansons Scheme Document (or, as the case may be,in the announcement relating to the Proposals dated 15 June 2006) shall have thesame 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 Ben Foster Charles Watenphul 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 decision in relation to theProposals should be made only on the basis of the information contained in theHardys & Hansons Scheme Document or, as the case may be, the HHHL SchemeDocument (together the "Scheme Documents"). Hardys & Hansons and Greene King urge Hardys & Hansons Ordinary Shareholders,First Preference Shareholders and HHHL Shareholders to read the Scheme Documentswhen they are received because they will contain important information relatingto the Proposals. The implications of the Proposals for 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:
Greene King