Compass Group PLC
Granada Group PLC
12 June 2000
Not for release, publication or distribution in or into the USA, Canada,
Australia or Japan
Merger of Granada and Compass Group
Creation of Independent Focused Media and Hospitality Groups
Granada and Compass Group are today posting documents to their shareholders
regarding the proposals, announced on 17 May 2000, to create two focused
world-class groups:
* one of the world's leading hospitality groups, comprising Compass Group's
existing businesses and Granada's hospitality division, called Compass
Hospitality; and
* a major independent media group, based upon Granada's existing media
division, called Granada Media.
It is intended that the Proposals will be implemented in two stages - a
merger between Granada and Compass Group to create Granada Compass, to be
followed by the separation of Compass Hospitality and Granada Media by means
of a demerger of Compass Hospitality. Following the Demerger, Granada and
Compass Group shareholders will each hold shares in the separately listed
hospitality and media businesses.
The documents posted today relate to the first stage of the Proposals, which
is the merger between Granada and Compass Group. A joint letter to
shareholders from the Chairmen of Granada and Compass Group is included that
sets out plans for Granada Compass, in particular the strategy for the
hospitality business. Developments in respect of Granada Media are also
highlighted.
Granada and Compass Group are currently aiming to send documentation relating
to the second stage, the Demerger, to shareholders by the end of the year to
allow completion early in 2001.
The documents include notices of court meetings and extraordinary general
meetings for the shareholders of Granada and Compass Group to approve the
Merger. These will be held on Wednesday 5 July and proxies should be lodged
at the latest by Monday 3 July (precise times being set out in the
documentation). Assuming approval by shareholders and the satisfaction of
the other conditions to the Merger, the Merger is expected to become
effective, and trading to commence in Granada Compass shares, on Thursday 27
July 2000.
Subject to market conditions, an IPO of Granada Media is intended to be
launched before the meetings necessary to approve the Merger have taken
place, including publication of an indicative valuation range. The listing
of the Granada Media shares is expected to take place before the Merger has
become effective. Upon the listing, a minority stake in Granada Media will
be held by new shareholders.
___________________________________________________________________________
Enquiries
Lazard Schroder Salomon Smith Barney
John Dear Robert Swannell
Nicholas Shott David Wormsley
Robert Constant Simon Lindsay
020 7588 2721 020 7658 6000
Citigate Dewe Rogerson Hudson Sandler Ltd
Jonathan Clare Michael Sandler
Simon Rigby Nick Lyon
Chris Barrie Wendy Baker
Alex Brown 020 7796 4133
020 7638 9571
This announcement is made jointly by Granada Group PLC and Compass Group PLC.
Terms defined in the announcement made jointly by Granada Group PLC and
Compass Group PLC on 17 May 2000 shall have the same meanings in this
announcement.
Lazard Brothers & Co., Limited ('Lazard'), which is regulated in the United
Kingdom by The Securities and Futures Authority Limited, is acting for
Granada and no one else in connection with the Merger and will not be
responsible to anyone other than Granada for providing the protections
afforded to customers of Lazard, or for providing advice in relation to the
Merger. Salomon Brothers International Limited ('Schroder Salomon Smith
Barney'), which is regulated in the United Kingdom by The Securities and
Futures Authority Limited, is acting for Compass Group and no one else in
connection with the Merger and will not be responsible to anyone other than
Compass Group for providing the protections afforded to customers of Schroder
Salomon Smith Barney, or for providing advice in relation to the Merger.
This press release does not constitute an offer of securities. Granada Media
shares have not been and will not be registered under the US securities laws
and may not be offered or sold in the US absent an exemption from
registration requirements.
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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