TIDMGNC TIDMUNIQ
RNS Number : 9531L
Greencore Group PLC
08 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE
SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF, OR A SOLICITATION
OF AN OFFER TO PURCHASE, SECURITIES IN THE UNITED STATES. THE
SECURITIES TO BE ISSUED PURSUANT TO THE RIGHTS ISSUE HAVE NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS
OF CANADA, AUSTRALIA OR JAPAN. ACCORDINGLY, THE SECURITIES MAY NOT
BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION
UNDER THE US SECURITIES ACT OR IN CANADA, AUSTRALIA OR JAPAN,
EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY
SUCH JURISDICTION. THE ISSUER DOES NOT INTEND TO REGISTER ANY PART
OF THE OFFERING IN THE UNITED STATES OR TO CONDUCT A PUBLIC
OFFERING OF SECURITIES IN THE UNITED STATES.
FOR IMMEDIATE RELEASE
8 August 2011
RECOMMENDED CASH OFFER
By
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
Results of Extraordinary General Meeting
The Board of Greencore Group plc ("Greencore" or the "Company")
announces that, at the Extraordinary General Meeting held earlier
today, the Resolutions to approve the acquisition of Uniq plc and
the Rights Issue, details of which were set out in the notice of
Extraordinary General Meeting included in the prospectus and
circular dated 15 July 2011 (the "Prospectus"), were duly passed
without amendment on a show of hands by the requisite majority of
shareholders present.
Details of the proxy votes received in relation to each of the
Resolutions (which are described in the Notice of Extraordinary
General Meeting set out in the Prospectus) are as follows:
Total Votes Number
Votes Cast (Excluding of Votes
FOR Votes AGAINST Withheld) Withheld
------------------ ------------ -------------- ---------------- ----------
Resolution 1: To
approve the
acquisition of
Uniq plc 113,432,913 131,868 113,564,781 197,640
------------------ ------------ -------------- ---------------- ----------
Resolution 2: To
approve the
renominalisation
of the Ordinary
Shares 113,424,426 117,194 113,541,620 220,801
------------------ ------------ -------------- ---------------- ----------
Resolution 3: To
increase the
Company's
authorised share
capital 113,418,775 121,503 113,540,278 221,656
------------------ ------------ -------------- ---------------- ----------
Resolution 4: To
adopt the new
Memorandum and
Articles of
Association of
the Company 113,423,027 119,271 113,542,298 220,123
------------------ ------------ -------------- ---------------- ----------
Resolution 5: To
authorise the
Directors to
issue relevant
securities 113,408,913 130,973 113,539,886 222,535
------------------ ------------ -------------- ---------------- ----------
Resolution 6: To
dis-apply
pre-emption
rights 113,387,038 125,735 113,512,773 249,648
------------------ ------------ -------------- ---------------- ----------
As at 5.00 p.m. on 5 August 2011, the total number of Existing
Greencore Shares eligible to be voted at the Extraordinary General
Meeting was 209,131,215.
The Rights Issue remains conditional, amongst other things, upon
Admission of the New Greencore Shares, nil paid and fully paid,
having occurred not later than 8:00 a.m. on the earlier of (a) 29
November 2011; and (b) the date on which the Offer lapses or is
withdrawn.
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Rights Issue to raise net
proceeds of approximately EUR80.2 million. Provisional Allotment
Letters are being sent to Qualifying Shareholders today and it is
expected that Admission will take place, and that dealings in the
New Greencore Shares (nil paid) will commence, at 8.00 a.m. on 9
August 2011. The latest date for acceptance and payment in full for
the Rights Issue is 11.00 a.m. on 23 August 2011.
For full details, please refer to the Prospectus, which is
available on the Company's website www.greencore.com, provided that
the Prospectus is not available, whether through the website or
otherwise, subject to certain exceptions, to persons located in the
Restricted Jurisdictions. Copies of the Resolutions passed at the
Extraordinary General Meeting will be available for inspection
shortly at www.greencore.com.
Terms defined in the Prospectus have the same meaning as when
used in this announcement.
ENQUIRIES
Greencore
Eoin Tonge +353 (1) 605 1017
Barclays Capital (financial adviser, sole sponsor and joint
broker to Greencore)
Mark Todd +44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate
Broking)
Uniq
Geoff Eaton +44 (0) 1753 276011
Martin Beer
Investec (financial adviser, NOMAD and broker to Uniq)
Clifford Halvorsen +44 (0) 20 7597 4000
David Anderson
Spayne Lindsay (financial adviser to Angel Street)
Tom Lindsay +44 (0) 20 7808 3240
Paul Satchell
Apart from the responsibilities, if any, which may be imposed on
Barclays Capital by the Financial Services and Markets Act 2000,
the European Communities (Markets in Financial Instruments)
Regulations 2007 (as amended) or the regulatory regimes established
thereunder or the UK Code, Barclays Capital does not accept any
responsibility whatsoever for the contents of this announcement or
for any statements made or purported to be made by them or on its
behalf in connection with the Offer, Acquisition and/or Rights
Issue. Barclays Capital accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Greencore and no-one else in connection with the
Offer, Acquisition and Rights Issue and will not be responsible to
any person other than Greencore for providing the protections
afforded to customers of Barclays Capital or for providing advice
in relation to the Offer, Acquisition and/or Rights Issue or any
other matter referred to in this announcement.
Investec is acting exclusively for Uniq in connection with the
Offer and will not be responsible to any person other than Uniq for
providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Spayne Lindsay is acting exclusively for Angel Street in
connection with the Offer and will not be responsible to any person
other than Angel Street for providing the protections afforded to
clients of Spayne Lindsay or for providing advice in relation to
the Offer or any other matter referred to in this document.
OVERSEAS SHAREHOLDERS
The availability of the Rights Issue to persons who are not
resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction. Further details in relation to overseas
shareholders are contained in the Prospectus.
The Rights Issue referred to in this announcement will not be
made, directly or indirectly, in, into or by use of the mails of,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the relevant laws of
such jurisdiction. This announcement does not constitute an offer
in the United States, Canada, Australia or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia or Japan or any such
other jurisdiction. Accordingly this announcement is not being, and
should not be, mailed, transmitted or otherwise distributed, in
whole or in part, in or into or from the United States, Canada,
Australia or Japan or any such other jurisdiction.
Publication on website
A copy of this announcement will be available free of charge on
Greencore's website at www.greencore.com by no later than 12.00
p.m. (London time) on 9 August 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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