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RNS Number : 4606E
Boparan Holdings Ltd
07 April 2011
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.
7 April 2011
For immediate release
Recommended Cash Offer by BH Acquisitions Limited
("Boparan")
for
Northern Foods plc ("Northern Foods")
Offer declared unconditional in all respects
Introduction
On 21 January 2011, Boparan and Northern Foods announced that
they had reached agreement on 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).
On 9 March 2011, Greencore Group plc announced that it does not
intend to make a revised offer for Northern Foods.
On 23 March 2011, Boparan announced that the Offer had been
declared unconditional as to acceptances.
Offer declared unconditional in all respects
On 6 April 2011, Boparan was informed by the Irish Competition
Authority that it has determined under Section 21(2)(a) or Section
22(3)(a) of the Irish Competition Act that the Offer may be put
into effect.
Accordingly, Boparan is pleased to announce that each of the
conditions to the Offer, as set out in the Offer Document, have
been satisfied or waived and the Offer is now declared
unconditional in all respects.
The Offer will remain open for acceptances until further notice.
At least 14 days' notice will be given by an announcement before
the Offer is closed.
Cash consideration will be paid within 14 days of the date of
this announcement to those accepting Northern Foods Shareholders
whose valid acceptances have already been received. Payment of cash
consideration in respect of valid acceptances received after the
date of this announcement will be made within 14 days after receipt
of such valid acceptance.
Northern Foods Shareholders who hold their Northern Foods Shares
in certificated form (that is, not in CREST) and wish to accept the
Offer, should do so, as soon as possible, by completing, signing
and returning the Form of Acceptance in order to accept the Offer
in accordance with the instructions set out in the Offer Document
and on the Form of Acceptance.
Northern Foods Shareholders who hold their Northern Foods Shares
in uncertificated form (that is, in CREST) and wish to accept the
Offer, should do so electronically through CREST, as soon as
possible, in accordance with the instructions set out in the Offer
Document. 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 in relation to your Northern Foods Shares.
De-listing
As Boparan owns or is in receipt of valid acceptances in respect
of more than 75 per cent of the existing issued share capital of
Northern Foods and the offer has been declared unconditional, the
20 Business Days' notice period for the cancellation of the
admission to trading of Northern Foods on the London Stock
Exchange's market for listed securities and the admission to
listing of such securities on the UKLA's Official List has
commenced. It is anticipated that cancellation of listing on the
Official List and of admission to trading on the London Stock
Exchange's market for listed securities will take effect on or
around the 11 May 2011.
De-listing will significantly reduce the liquidity and
marketability of any Northern Foods Shares not assented to the
Offer at that time.
Re-Registration
It is also intended that, following the cancellation of the
listing of the Northern Foods Shares on the Official List and the
cancellation of the admission to trading in Northern Foods Shares
on the London Stock Exchange's market for listed securities,
Northern Foods will be re-registered as a private limited company
under section 97 of the Companies Act 2006 (the
"Re-Registration").
It is anticipated that a shareholder circular in respect of the
Re-Registration will be posted to Northern Foods Shareholders as
soon as practicable following the date of this announcement.
Compulsory acquisition
As set out in paragraph 15 of Part II of the Offer Document,
where Boparan receives valid acceptances under the Offer in respect
of, or otherwise acquires, 90 per cent. or more of the Northern
Foods Shares to which the Offer relates, Boparan intends to
exercise its rights under the provisions of sections 974 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily any
remaining Northern Foods Shares on the same terms as the Offer.
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 posted to Northern Foods Shareholders on 9
February 2011.
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
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
BH Acquisitions 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 BH Acquisitions 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 BH Acquisitions 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 BH
Acquisitions 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.
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 document 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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