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RNS Number : 9927W

Robert Wiseman Dairies PLC

07 February 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

7 February 2012

Recommended Cash Offer

by

Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of Unternehmensgruppe Theo Muller S.e.c.s ("Muller")

for

Robert Wiseman Dairies PLC ("Wiseman")

Cancellation of listing

Introduction

On 16 January 2012, Muller and Wiseman announced that they had reached agreement on the terms of a recommended cash offer to be made by Muller Dairy (U.K.) Limited ("Muller Dairy (UK)") for the entire issued and to be issued ordinary share capital of Wiseman (the "Offer"). On 7 February 2012 Muller Dairy (UK) announced that 66,489,183 Wiseman Shares, representing approximately 93.9 per cent. of the issued ordinary share capital of Wiseman, had been assented to the Offer and consequently the Offer has become and been declared wholly unconditional.

De-listing

Wiseman announces that it intends to apply to the UK Listing Authority for the cancellation of listing of Wiseman Shares on the Official List and to the Main Market of the London Stock Exchange for the cancellation of admission to trading of Wiseman Shares on its main market for listed securities. The cancellation of listing and admission to trading is expected to take effect no earlier than 8.00 a.m. on 7 March 2012, being 20 clear business days from 7 February 2012.

Wiseman Shareholders should note that cancellation is likely to reduce significantly the liquidity and marketability of Wiseman Shares not assented to the Offer. Once cancellation has taken effect, Wiseman Shareholders will no longer be able to effect transactions in Wiseman Shares on market at the market price.

Wiseman Shareholders are also reminded that Muller intends to exercise its rights pursuant to the provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Wiseman Shares in respect of which the Offer has not been accepted on the same terms as the Offer. Compulsory acquisition notices, pursuant to section 979 of the Companies Act 2006, will be sent out by Muller shortly.

The Offer will remain open for acceptance until further notice and any Wiseman Shareholders who wish to accept the Offer (and have not yet done so) are urged to take action in accordance with the acceptance procedures set out in the Offer Document and, in the case of Wiseman Shares held in certificated form, the Form of Acceptance. At least 14 days' notice will be given by an announcement by Muller before the Offer is closed.

General

Defined terms used in this announcement have the same meaning as set out in the Offer Document dated 16 January 2012.

A copy of this announcement will be available at http://www.wiseman-ir.co.uk/. The content of this website is not incorporated into and does not form part of this announcement.

Enquiries

 
 Robert Wiseman Dairies          Tel: +44 (0)1355 244 261 
  PLC 
 William Keane 
 Graeme Jack 
 
 Greenhill (Financial Adviser)   Tel: +44 (0)207198 7400 
 Seamus Moorhead 
 Richard Hoyle 
 
 Weber Shandwick Financial       Tel: +44 (0)20 7067 0700 
  (Public Relations) 
 Nick Oborne 
 Stephanie Badjonat 
 

Further Information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for 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 securities of Wiseman in any jurisdiction in contravention of applicable law.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which contains the full terms and conditions of the Offer) and, in the case of Wiseman Shares held in certificated form, the Form of Acceptance. Wiseman Shareholders are advised to read the formal documentation in relation to the Offer carefully in its entirety before making a decision with respect to the Offer.

Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Wiseman and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Wiseman for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to herein.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Wiseman Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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