TIDMRWD
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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