TIDMZZZZ TIDMNFDS
RNS Number : 6593C
Boparan Holdings Ltd
09 March 2011
GENERAL TEXT AMENDMENT
The following amendment has been made to the "Offer for Northern
Foods" announcement released on 9 March 2011 at 18:02 under RNS No
6569C.
Section 3 paragraph 3 has been amended
All other details remain unchanged.
The full amended text is shown below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
9 March 2011
For immediate release
Recommended Cash Offer
of 73 pence per Northern Foods Share
by BH Acquisitions Limited ("Boparan")
for Northern Foods plc ("Northern Foods")
ACQUISITION OF SHARES
1 Introduction
On 21 January 2011, the Boards of Boparan and Northern Foods
announced the terms of a recommended cash offer to be made by
Boparan for the entire issued and to be issued ordinary share
capital (excluding any treasury shares) of Northern Foods (not
already owned by Boparan or any of its associates) at a price of 73
pence in cash for each Northern Foods Share (the "Offer").
Boparan notes the announcement by Greencore Group plc this
morning that it does not intend to make a revised offer for
Northern Foods. Accordingly, the Boards of both Boparan and
Northern Foods urge shareholders to accept the recommended cash
offer by Boparan before the next closing date of the Offer on 16
March 2011.
2 Acquisition of Northern Foods Shares
Boparan announces that it has today acquired 63,794,202 Northern
Foods Shares, representing approximately 13.61 per cent. of the
existing issued ordinary share capital of Northern Foods (excluding
any treasury shares), at a price of 73 pence per Northern Foods
Share from various shareholders including 38,794,202 from Odey
Asset Management LLP.
In aggregate, therefore, as at the date of this announcement,
Boparan (together with its concert parties) is interested in
117,118,761 Northern Foods Shares, representing approximately 24.99
per cent. of the existing issued ordinary share capital of Northern
Foods (excluding any treasury shares).
3 Level of acceptances
As at 1.00 p.m. (London time) on 8 March 2011, Boparan had
received valid acceptances from Northern Foods Shareholders in
respect of 109,005,676 Northern Foods Shares, representing
approximately 23.25 per cent. of the existing issued ordinary share
capital of Northern Foods (excluding any treasury shares).
Prior to the announcement of the Offer Boparan held or had
agreed to acquire 30,924,465 Northern Foods Shares and following
announcement of the Offer Boparan acquired a further 22,400,000
shares. Taken together with the shares acquired today, Boparan (and
its concert parties) holds or has agreed to acquire 117,118,667
shares, representing 24.99% of the existing issued ordinary share
capital of Northern Foods (excluding any treasury shares).
Taking into account those shares to which the Offer does not
apply (being those shares Boparan was interested in prior to
posting of the Offer Document on 7 February 2011), Boparan may
count 172,799,878 Northern Foods Shares, representing approximately
41.60 per cent. of the shares to which the Offer relates, towards
satisfaction of the acceptance condition to the Offer.
Of the above valid acceptances, acceptances in respect of two
shares have been received to date from other persons acting in
concert with Boparan.
In aggregate, therefore, Boparan (excluding 92 shares held by
its concert parties) has acquired or agreed to acquire or received
valid acceptances in respect of 226,124,343 Northern Foods Shares,
representing approximately 48.25 per cent. of the existing issued
ordinary share capital of Northern Foods (excluding any treasury
shares).
4 Procedure for acceptance
As announced on 2 March 2011 the Offer will remain open until
1.00 p.m. (London time) on 16 March 2011. Northern Foods
Shareholders who wish to accept (and have not yet validly accepted)
the Offer are urged to take action as soon as possible, and in any
event by 1.00 p.m. (London time) on 16 March 2011.
To accept the Offer, if your Northern Foods Shares are held in
certificated form (that is, not held in CREST), the Form of
Acceptance must be completed, signed and returned as soon as
possible (together with your share certificate(s) and/or other
documents of title), and in any event so as to be received by
Capita Registrars not later than 1.00 p.m. (London time) on 16
March 2011. Capita can be contacted by telephone on 0871 664 0321
(from within the UK) or +44 (0)20 8639 3399 (from outside the
UK).
If your Northern Foods Shares are held in uncertificated form
(that is, held in CREST), you should ensure that an Electronic
Acceptance is made by you or on your behalf and that the TTE
Instruction settles by no later than 1.00 p.m. (London time) on 16
March 2011. If you hold Northern Foods Shares as a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE Instruction to
Euroclear.
5 General
Unless expressly defined in this announcement, defined terms
used in this announcement shall have the same meanings as set out
in the Offer Document.
In accordance with Rule 19.11 of the City Code, a copy of this
announcement and all other documents, announcements or information
published in relation to the Offer will be available on the
following websites: www.2sfg.com and www.northernfoods.com.
Enquiries:
Rothschild Tel: +44 (0)20 7280 5000
Avi Goldberg
Kevin Ramsden
Robert Plowman
Goldman Sachs Tel: +44 (0)20 7774 1000
Luca Ferrari
Gilberto Pozzi
Nick Harper
Hudson Sandler Tel: +44 (0)20 7796 4133
Michael Sandler
Andrew Hayes
Andrew Leach
Northern Foods Tel: +44 (0)113 390 0110
Simon Herrick
Andrew Hanson
Huan Quayle
UBS Tel: +44 (0)20 7567 8000
Hew Glyn Davies
Craig Calvert
This announcement is not intended to and does not constitute or
form any part of, an offer to sell or the solicitation of an offer
to subscribe for or purchase or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise,
nor shall there be any sale, issuance or transfer of the securities
in any jurisdiction in contravention of applicable law. Any
response in relation to the Offer should be made only on the basis
of the information in the Offer Document and the accompanying Form
of Acceptance (or any document by which the Offer is made) which
will contain the full terms and conditions of the Offer.
Rothschild, which is authorised and regulated by the Financial
Services Authority in the United Kingdom is acting exclusively for
Boparan and Boparan Holdings and no one else in connection with the
Offer and other matters described in this announcement and will not
be responsible to anyone other than Boparan and Boparan Holdings
for providing the protections afforded to clients of Rothschild or
for providing advice in relation to the Offer and other matters
described in this announcement.
Goldman Sachs International, which is authorised and regulated
by the Financial Services Authority in the United Kingdom is acting
for Boparan and Boparan Holdings and no one else in connection with
the Offer and other matters described in this announcement and will
not be responsible to anyone other than Boparan and Boparan
Holdings for providing the protections afforded to customers of
Goldman Sachs International or for providing advice in relation to
the Offer and other matters described in this announcement.
UBS is acting exclusively for Northern Foods and no one else in
connection with the Offer and will not be responsible to anyone
other than Northern Foods for providing the protections afforded to
its clients or for providing advice in relation to the Offer, the
contents of this announcement or any other matters described
herein.
Overseas jurisdictions
This announcement has been prepared for the purpose of complying
with English law and the City Code 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 of
jurisdictions outside the United Kingdom. The availability of the
Offer to Northern Foods Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders are contained in the Offer
Document.
The release, publication or distribution of this announcement
in, into or from any jurisdiction other than the United Kingdom may
be restricted by the law, and therefore, any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, all persons involved in the proposed Offer disclaim
any responsibility or liability for the violation of such
requirements by any person.
Notice to US investors
The Offer is for the securities of a corporation organised under
the laws of England and Wales and is subject to the procedure and
disclosure requirements of the United Kingdom, which are different
from those of the United States. The Offer is being made in the
United States pursuant to Section 14(e) of, and Regulation 14E
under, the US Exchange Act, subject to the exemptions provided by
Rule 14d-1(c) under the US Exchange Act and otherwise in accordance
with the requirements of the City Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
laws.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the City Code and normal United
Kingdom market practice and Rule 14e-5 under the US Exchange Act,
Boparan or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases
of, or arrangements to purchase, Northern Foods ordinary shares,
other than pursuant to the Offer, before or during the period in
which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable United Kingdom rules,
including the City Code and the rules of the London Stock Exchange,
and Rule 14e-5 under the US Exchange Act to the extent applicable.
In addition, in accordance with, and to the extent permitted by,
the City Code, normal UK market practice and Rule 14e-5 under the
US Exchange Act, Rothschild and Goldman Sachs and their respective
affiliates will continue to act as exempt principal traders in
Northern Foods ordinary shares on the London Stock Exchange and
engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including
Rule 14e-5 under the US Exchange Act. Any information about such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service including
the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
publicly disclosed in the United States.
Each United States shareholder of Northern Foods ordinary shares
is urged to consult with his independent professional adviser
regarding any acceptance of the Offer.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Exchange Act or the securities laws of
such other country, as the case may be, or (ii) pursuant to an
available exemption from such requirements. Neither the SEC nor any
United States state securities commission has approved or
disapproved this Offer or passed upon the adequacy or completeness
of this announcement or the Offer Document. Any representation to
the contrary is a criminal offence.
It may be difficult for United States holders of Northern Foods
securities to enforce their rights and any claim arising out of the
United States federal securities laws, since Boparan and Northern
Foods are located outside of the United States, and some or all of
their officers and directors may be resident outside of the United
States. United States holders of Northern Foods securities may not
be able to sue a foreign company or its officers or directors in a
foreign court for violations of the United States securities laws.
Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a United States court's
judgment.
Responsibility statements
The directors of Boparan and Boparan Holdings accept
responsibility for the information contained in this announcement
other than the information relating to the Northern Foods Group,
the Northern Foods Directors, their immediate families and related
trusts and companies. To the best of the knowledge and belief of
the directors of Boparan and Boparan Holdings (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to
affect the import of that information.
The directors of Northern Foods only accept responsibility for
the information contained in this announcement relating to Northern
Foods, the Northern Foods Group, the Northern Foods Directors,
their immediate families and related trusts and companies. To the
best of the knowledge and belief of the Northern Foods Directors
(who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of that information.
Forward--looking statements
This announcement may contain statements that are or may be
forward--looking. These statements are based on the current
expectations of the management of Northern Foods and Boparan.
Forward-looking statements include, without limitation, statements
typically containing words such as 'will', 'may', 'should'
'continue', 'believes', 'intends', 'expects', 'anticipates',
'targets', 'estimates' and words of similar import. The statements
have been made with reference to forecast price changes, economic
conditions and the current regulatory environment. By their nature,
forward-looking statements are not guarantees of future performance
or results and involve risks and uncertainties because they relate
to events and depend on circumstances that will occur in the
future. There are a number of factors that could or may cause
actual results or developments to differ materially from those
expressed or implied by such forward--looking statements. Boparan
and Northern Foods assume no obligation and do not intend to update
these forward-looking statements, except as required pursuant to
applicable law.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (London time) on the business day following the date of
the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Please be aware that addresses, electronic addresses and certain
information provided by Northern Foods Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Northern Foods may be provided to Boparan
during the offer period as requested under Section 4 of Appendix 4
of the City Code to comply with Rule 2.6(c).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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