12th May 2009 11:25
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER STATE OR JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO
This announcement, including Appendix 1, shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
12 May 2009
Greene King plc - Results of General Meeting
Following the General Meeting held today, Greene King announces that the following resolutions were passed:
Ordinary Resolutions
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1. |
THAT the authorised share capital of the Company be and is hereby increased from £25,000,000 divided into 200,000,000 Ordinary Shares of 12½ pence each to £62,500,000 divided into 500,000,000 Ordinary Shares of 12½ pence each. |
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2. |
THAT the authority to allot relevant securities conferred on the Directors of the Company by an ordinary resolution passed at the Annual General Meeting of the Company on 2 September 2008 for the period ending on the date of the Annual General Meeting of the Company in 2009 be varied by increasing the section 80 amount (as defined in the Company Articles of Association) by £10,156,205.875 to £15,761,041.375. |
Special Resolution
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3. |
THAT the borrowing limits in the Company's Articles of Association be amended by deleting the subparagraph which reads "(i) deducting sums equivalent to the book values of goodwill and any other intangible assets shown in such consolidation (adjusted as aforesaid);" and which appears in Article 103.4 between the words "…audited balance sheets of the Company and its subsidiaries but after" and "(ii) excluding any sums set aside for taxation…" and renumbering each of the sub paragraphs which follow (i) to (vi) respectively. |
In accordance with the UK Listing Authority's listing rules, copies of the resolutions will shortly be available for inspection at the Financial Services Authority's Document Viewing Facility which is situated at: the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (telephone 020 7066 1000).
ENQUIRIES
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Greene King plc |
+ 44 (0) 1284 763222 |
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Rooney Anand, Chief Executive Officer |
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Ian Bull, Finance Director |
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Lindsay Keswick, Company Secretary |
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Financial Dynamics |
+ 44 (0) 20 7831 3113 |
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Ben Foster |
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Deutsche Bank AG, London Branch (Joint Sponsor, Joint Financial Adviser and Sole Bookrunner) |
+ 44 (0) 207 545 8000 |
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James Agnew |
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Andrew Smith |
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Lazard & Co., Limited (Joint Sponsor and Joint Financial Adviser) |
+ 44 (0) 207 187 2000 |
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William Rucker |
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Andrew Fredericks |
About Greene King
Greene King's main businesses are managed pubs and restaurants; tenanted and leased pubs; and brewing and distribution. Greene King is one of the five largest UK pub operators by number of pubs. In total, Greene King operates over 2,500 pubs and restaurants, two breweries (Bury St. Edmunds and Dunbar) and a number of regional depots. The Group's head office is in Bury St. Edmunds, Suffolk and there are additional regional offices in Scotland.
This announcement is not a prospectus but an advertisement and investors should not subscribe for any securities referred to in this announcement (the "Securities") except on the basis of the information contained in the Prospectus.
This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, Securities in any jurisdiction in which such offer or solicitation is unlawful.
This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia). The Securities have not been, and will not be, registered under the Unites States Securities Act of 1933 (the "Securities Act"). The Securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
There will be no public offer of the Securities in the United States, Australia, Canada, Japan, South Africa or Switzerland.
Neither the content of Greene King's website nor any website accessible by hyperlinks on Greene King's website is incorporated in, or forms part of, this announcement.
Distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letters and/or the transfer of Nil Paid Rights, Fully Paid Rights and/or New Shares into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession this announcement comes should inform themselves of and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
APPENDIX 1
DEFINITIONS
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Articles of Association |
the articles of association of the Company, details of which are set out in paragraph 4 of Part VIII of the Prospectus |
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Board |
the board of directors of Greene King |
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certificated or in certificated form |
where a share or other security is not in uncertificated form |
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Company or Greene King |
Greene King plc, a company incorporated under the laws of England and Wales (registered under no. 24511), with its registered office at Westgate Brewery Bury St Edmunds, Suffolk IP33 1QT |
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CREST |
the relevant system, as defined in the CREST Regulations (in respect of which Euroclear UK is the operator as defined in the CREST Regulations) |
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CREST Regulations or Regulations |
the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended |
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Directors |
the Executive Directors and Non-executive Directors, whose names appear on page 25 of the Prospectus |
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Financial Services Authority or FSA |
the Financial Services Authority of the UK |
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FSMA |
the Financial Services and Markets Act 2000, as amended |
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Fully Paid Rights |
rights to acquire the New Shares, fully paid |
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New Shares |
Ordinary Shares to be allotted and issued pursuant to the Rights Issue |
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Nil Paid Rights |
rights to acquire the New Shares, nil paid |
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Official List |
the Official List of the FSA pursuant to Part VI of FSMA |
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Ordinary Shares or Shares |
the ordinary shares of 12.5 pence each in the share capital of the Company (including, if the context requires, the New Shares) |
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Prospectus |
the prospectus dated 23 April 2009 prepared in connection with the Rights Issue |
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Provisional Allotment Letter or PAL |
the renounceable provisional allotment letter to be sent to Qualifying Non-CREST Shareholders in respect of the New Shares to be provisionally allotted to them pursuant to the Rights Issue |
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Qualifying Non-CREST Shareholders |
Qualifying Shareholders holding Ordinary Shares in certificated form |
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Qualifying Shareholders |
holders of Ordinary Shares on the register of members of the Company at the Record Date |
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Record Date |
close of business on 8 May 2009 |
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Rights Issue |
the issue by way of rights of New Shares to Qualifying Shareholders on the basis described in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the Provisional Allotment Letter |
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UK |
the United Kingdom of Great Britain and Northern Ireland |
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UK Listing Authority or UKLA |
the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA |
Related Shares:
Greene King