16th Aug 2006 07:01
Hardys & Hansons 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 that they hadreached agreement on the terms of the recommended acquisition of Hardys & Hansons under whichthe Offeror, a wholly-owned subsidiary of Greene King, will acquire the issued and to beissued ordinary share capital of Hardys & Hansons (excluding the issued deferred ordinaryshare capital of Hardys & Hansons). In addition, the boards of HHHL, which owns the whole ofthe issued deferred ordinary share capital of Hardys & Hansons, and Greene King reachedagreement on the terms of the proposals under which the Offeror will acquire the issued sharecapital of HHHL. The Acquisitions are to be effected by way of Schemes of Arrangement. On 20July 2006, Hardys & Hansons and HHHL despatched to Hardys & Hansons Shareholders and HHHLShareholders respectively the Hardys & Hansons Scheme Document and the HHHL Scheme Documentcontaining the terms of the Acquisitions. Hardys & Hansons, HHHL and Greene King are pleased to announce that, at the Court Meetingsheld yesterday, the Schemes were approved by the requisite majorities. Subsequently, at theHardys & Hansons shareholder meetings and the HHHL shareholder meetings, the resolutionsproposed to implement the Schemes were also passed by the requisite majorities. The Hardys & Hansons shareholder meetings At the Hardys & Hansons Court Meeting a majority in number of Hardys & Hansons OrdinaryShareholders, voting either in person or by proxy and representing 95.7 per cent. in value ofvotes cast (being 7,458,464 votes out of a total of 7,789,984 votes cast), voted to approvethe Hardys & Hansons Scheme. At the Hardys & Hansons Class Meetings, which followed immediately after the conclusion ofthe Hardys & Hansons Court Meeting, the extraordinary resolutions proposed were passed. At the Hardys & Hansons Extraordinary General Meeting, which followed immediately after theconclusion of the Hardys & Hansons Class Meetings, the special resolutions approving theimplementation of the Hardys & Hansons Scheme were passed. The HHHL shareholder meetings At the HHHL A Court Meeting a majority in number of HHHL A Shareholders, voting either inperson or by proxy and representing 100 per cent. in value of votes cast (being 148,909 votesout of a total of 148,909 votes cast), voted to approve the HHHL Scheme. At the HHHL B Court Meeting, which followed immediately after the conclusion of the HHHL ACourt Meeting, a majority in number of HHHL B Shareholders, voting either in person or byproxy and representing 97.4 per cent. in value of votes cast (being 132,778 votes out of atotal of 136,386 votes cast), voted to approve the HHHL Scheme. At the HHHL Class Meetings, which followed immediately after the conclusion of the HHHL BCourt Meeting, the extraordinary resolutions proposed were passed. At the HHHL Extraordinary General Meeting, which followed immediately after the conclusion ofthe HHHL Class Meetings, the special resolution approving the implementation of the HHHLScheme was passed. Implementation of the Schemes remains conditional on the satisfaction of the conditions setout in the Hardys & Hansons Scheme Document and the HHHL Scheme Document. The Effective Date of the Scheme is expected to be 5 September 2006, as set out in the SchemeDocument. If this position changes, a further announcement will be made. Copies of the resolutions passed at the Hardys & Hansons Shareholder Meetings have beensubmitted for publication to, and will be available for inspection by the public fromtomorrow at, the UK Listing Authority's Document Viewing Facility which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Terms defined in the Hardys & Hansons Scheme Document (or, as the case may be, in theannouncement relating to the Proposals dated 15 June 2006) shall have the same meaning inthis announcement. The directors of Hardys & Hansons and the directors of HHHL accept responsibility for the information contained in this announcement relating to Hardys & Hansons and HHHL and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the 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 accept responsibility for the information contained in this announcement relating to Greene King and the Offeror and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 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 the Financial Services Authority, is acting for Greene King and the Offeror and no one else in connection with the Proposals and will not be responsible to anyone other than Greene King and the Offeror for providing the protections afforded to clients of Citigroup or for providing advice in relation to the Proposals or any other matters referred to in this announcement. PricewaterhouseCoopers, which is authorised and regulated in the United Kingdom by the Financial Services Authority for designated investment business, is acting for Greene King and the Offeror and for no one else in relation to the Proposals and will not be responsible to anyone other than Greene King and the Offeror for providing the protections afforded to clients of PricewaterhouseCoopers or for giving advice in relation to the Proposals or any other matters referred to in this announcement. Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Hardys & Hansons and HHHL and no one else in connection with the Proposals and will not be responsible to anyone other than Hardys & Hansons and HHHL for providing the protections afforded to clients of Hawkpoint or for providing advice in relation to the Proposals or any other matter referred to in this announcement. This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities. Any decision in relation to the Proposals should be made only on the basis of the information contained in the Scheme Documents. The implications of the Proposals for 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 of those jurisdictions. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Greene King