GPG to sell shareholding in Turners & Growers

RNS Number : 7760T

Guinness Peat Group PLC

12 December 2011

 



GUINNESS PEAT GROUP PLC

("GPG")

ANNOUNCEMENT

GPG to sell shareholding in Turners & Growers

Further to the announcement made on 10 November 2011, GPG has made the following further announcement today on the Australian Securities Exchange and on the New Zealand Main Market.

Chris Healy

Company Secretary

Guinness Peat Group plc

Tel: [phone]

12 December 2011

12 December 2011

GUINNESS PEAT GROUP PLC ("GPG")

GPG to sell shareholding in Turners & Growers

Disclosure of movement of 1% or more in substantial holding or change in nature of relevant interest or both

Sections 23 and 24, Securities Markets Act 1988

Relevant event being disclosed: Change in the nature of relevant interest

Date of relevant event: 12 December 2011

To: NZX Limited

And: Turners & Growers Limited

Date this disclosure made: 12 December 2011

Date last disclosure made: 10 November 2011

Substantial security holder(s) giving disclosure

Name(s):           Guinness Peat Group plc

                       Ithaca (Custodians) Limited

Contact details:

C/ Guinness Peat Group plc

Robert Campbell

[e-mail]

[phone]

Summary of substantial holding to which disclosure relates

Class of listed voting securities: Ordinary shares

Summary for: Guinness Peat Group plc and Ithaca (Custodians) Limited

For this disclosure,-

(a)    total number held in class: 74,254,522

(b)    total in class: 117,010,550

(c)    total percentage held in class: 63.46%

For last disclosure,-

(a)    total number held in class: 74,254,522

(b)    total in class: 117,010,550

(c)    total percentage held in class: 63.46%

Details of transactions and events giving rise to relevant event

Details of the transactions or other events requiring disclosure under the instructions to this form:

1.  Ithaca (Custodians) Limited (Ithaca), acting as custodian for Guinness Peat Group plc (GPG), has entered into a pre-bid agreement with BayWa Aktiengesellschaft (BayWa), dated 10 November 2011 (a copy of which is attached to GPG's disclosure dated 10 November 2011) for Ithaca to sell 74,254,522 ordinary shares in Turners & Growers Limited (T&G)(Pre-Bid Agreement) pursuant to a full takeover offer to be made by BayWa in accordance with the Takeovers Code (Offer). The consideration payable for the sale of the shares is NZ$137,370,865.70 (NZ$1.85 per share).

2.  The Offer is subject to the following conditions:

a)  BayWa receiving acceptances in respect of shares that confer more than 50% of the voting rights in T&G. At the date of the Offer, that condition will be satisfied if BayWa receives acceptances in respect of at least 58,505,276 shares. BayWa may not waive this condition;

b)  BayWa obtaining consent from the Overseas Investment Office as required by the Overseas Investment Act 2005 and the Overseas Investment Regulations 2005 in respect of the Offer; and

c)  the required merger notification pursuant to the Gesetz gegen Wettbewerbsbeschränkungen (Act against Restraints of Competition) of 1957 (as amended) of Germany in relation to the Offer and the proposed acquisition of any Equity Securities (as defined under the Offer) or control of T&G by BayWa having been made and (i) the required merger control clearance decision having been issued by the German Federal Cartel Office and having been received by BayWa or (ii) the Offer having been deemed to be cleared because all applicable waiting periods have expired, as well as other conditions set out in the takeover notice and subsequently the Offer (the Conditions).

3.  On 9 December 2011 BayWa launched the Offer to acquire all of the ordinary shares in T&G.

4.  On 12 December 2011 GPG accepted the Offer subject to the Conditions being satisfied, in accordance with the terms of the Pre-Bid Agreement.

Details of relevant interests in substantial holding after relevant event

Details for: Guinness Peat Group plc

Nature of relevant interest(s): Beneficial owner of securities, whose custodian, Ithaca, has now accepted the Offer, with the Offer still subject to the Conditions (no documents need to be attached in accordance with Regulation 12 and as referred to in paragraph 1 above).

Details for: Ithaca (Custodians) Limited

Nature of relevant interest(s): Registered holder of securities as custodian for Guinness Peat Group plc.

For that relevant interest,-

(a)    number held in class: 74,254,522

(b)    percentage held in class: 63.46%

(c)    current registered holder(s) of securities: Ithaca (Custodians) Limited

(d)    registered holder(s) of securities once transfers registered: BayWa Aktiengesellschaft

Additional information                                                                                                     

Nature of connection between substantial security holders: N/A

Address(es) of substantial security holder(s):

1^st Floor, Times Place

45 Pall Mall

London

United Kingdom

Name of any other person believed to have given, or believed to be required to give, a disclosure under the Act in relation to the securities to which this disclosure relates: BayWa Aktiengesellschaft 

Declaration

I, Philip Adrian Tunstall, declare that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made.

__________________________

Philip Adrian Tunstall

 

END

 

 

MSCDKBDKKBDDPBD