16th Aug 2006 07:01
Greene King PLC16 August 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. Embargoed until 7.00 a.m. 16 August 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 On 15 June 2006, the boards of Hardys & Hansons and Greene King announced thatthey had reached agreement on the terms of the recommended acquisition of Hardys& Hansons under which the Offeror, a wholly-owned subsidiary of Greene King,will acquire the issued and to be issued ordinary share capital of Hardys &Hansons (excluding the issued deferred ordinary share capital of Hardys &Hansons). In addition, the boards of HHHL, which owns the whole of the issueddeferred ordinary share capital of Hardys & Hansons, and Greene King reachedagreement on the terms of the proposals under which the Offeror will acquire theissued share capital of HHHL. The Acquisitions are to be effected by way ofSchemes of Arrangement. On 20 July 2006, Hardys & Hansons and HHHL despatched toHardys & Hansons Shareholders and HHHL Shareholders respectively the Hardys &Hansons Scheme Document and the HHHL Scheme Document containing the terms of theAcquisitions. Hardys & Hansons, HHHL and Greene King are pleased to announce that, at theCourt Meetings held yesterday, the Schemes were approved by the requisitemajorities. Subsequently, at the Hardys & Hansons shareholder meetings and theHHHL shareholder meetings, the resolutions proposed to implement the Schemeswere also passed by the requisite majorities. The Hardys & Hansons shareholder meetings At the Hardys & Hansons Court Meeting a majority in number of Hardys & HansonsOrdinary Shareholders, voting either in person or by proxy and representing 95.7per cent. in value of votes cast (being 7,458,464 votes out of a total of7,789,984 votes cast), voted to approve the Hardys & Hansons Scheme. At the Hardys & Hansons Class Meetings, which followed immediately after theconclusion of the Hardys & Hansons Court Meeting, the extraordinary resolutionsproposed were passed. At the Hardys & Hansons Extraordinary General Meeting, which followedimmediately after the conclusion of the Hardys & Hansons Class Meetings, thespecial resolutions approving the implementation of the Hardys & Hansons Schemewere passed. The HHHL shareholder meetings At the HHHL A Court Meeting a majority in number of HHHL A Shareholders, votingeither in person or by proxy and representing 100 per cent. in value of votescast (being 148,909 votes out of a total of 148,909 votes cast), voted toapprove the HHHL Scheme. At the HHHL B Court Meeting, which followed immediately after the conclusion ofthe HHHL A Court Meeting, a majority in number of HHHL B Shareholders, votingeither in person or by proxy and representing 97.4 per cent. in value of votescast (being 132,778 votes out of a total of 136,386 votes cast), voted toapprove the HHHL Scheme. At the HHHL Class Meetings, which followed immediately after the conclusion ofthe HHHL B Court Meeting, the extraordinary resolutions proposed were passed. At the HHHL Extraordinary General Meeting, which followed immediately after theconclusion of the HHHL Class Meetings, the special resolution approving theimplementation of the HHHL Scheme was passed. Implementation of the Schemes remains conditional on the satisfaction of theconditions set out in the Hardys & Hansons Scheme Document and the HHHL SchemeDocument. The Effective Date of the Scheme is expected to be 5 September 2006, as set outin the Scheme Document. If this position changes, a further announcement will bemade. Copies of the resolutions passed at the Hardys & Hansons Shareholder Meetingshave been submitted for publication to, and will be available for inspection bythe public from tomorrow at, the UK Listing Authority's Document ViewingFacility which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS 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. The directors of Hardys & Hansons and the directors of HHHL acceptresponsibility for the information contained in this announcement relatingto Hardys & Hansons and HHHL and confirm that, to the best of their knowledgeand belief (having taken all reasonable care to ensure that such is thecase), the information contained in this announcement is in accordance withthe facts and does not omit anything likely to affect the import of such information. The directors of Greene King and the directors of the Offeror acceptresponsibility for the information contained in this announcement relating toGreene King and the Offeror and confirm that, to the best of their knowledge andbelief (having taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information. Enquiries Greene King 01284 763 222Rooney Anand Citigroup 020 7986 4000David WormsleyAnthony Gutman PricewaterhouseCoopers 020 7583 5000Simon BoadleSean Williams Financial Dynamics 020 7831 3113Ben FosterCharles Watenphul Hardys & Hansons 0115 938 3611Jonathan Webster Hawkpoint 020 7665 4500Patrick WilsonJoseph Ayala College Hill 020 7457 2020Justine WarrenMatthew Smallwood Citigroup, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Greene King and the Offeror and noone else in connection with the Proposals and will not be responsible to anyoneother than Greene King and the Offeror for providing the protections afforded toclients of Citigroup or for providing advice in relation to the Proposals or anyother matters referred to in this announcement. PricewaterhouseCoopers, which is authorised and regulated in the United Kingdomby the Financial Services Authority for designated investment business, isacting for Greene King and the Offeror and for no one else in relation to theProposals and will not be responsible to anyone other than Greene King and theOfferor for providing the protections afforded to clients ofPricewaterhouseCoopers or for giving advice in relation to the Proposals or anyother matters referred to in this announcement. 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 theScheme Documents. 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:
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