Issue of Equity

Cranswick PLC 17 December 2004 17 December 2004 Cranswick plc ('Cranswick plc', the 'Company' or, together with its subsidiaries, the 'Group') NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF IRELAND Placing of 2,050,000 new ordinary shares at 457 pence per share to raise approximately £9.4 million Summary Further to the announcement today of Cranswick's acquisition of Perkins Chilled Foods, Cranswick announces that it is today proposing to place 2,050,000 new ordinary shares of 10 pence per share (the 'Placing Shares') at 457 pence per share, which represents approximately 5 per cent of the current issued ordinary share capital of the Company (the 'Placing'). Cranswick intends to utilise the proceeds from the Placing to pay down debt following the acquisition of Perkins Chilled Foods. The Placing Shares are proposed to be placed by Investec and will be made available to both new and existing eligible institutional shareholders. The Placing will be conducted in accordance with the terms and conditions set out in the Appendix to this announcement. The Placing is conditional on, inter alia, the admission of the Placing Shares to the Official List of the UK Listing Authority (the 'Official List') and to trading on the London Stock Exchange's market for listed securities becoming effective by 8.00 am on 22 December 2004 (or by such later time and date as Investec and the Company may agree but not later than 8.00 am on 31 December 2004). It is also conditional on the Placing Agreement dated 17 December 2004 made between the Company and Investec not being terminated prior to such date. The Placing is not, however, conditional on completion of the acquisition of Perkins Chilled Foods. Application will be made to the UK Listing Authority for the admission of the Placing Shares to the Official List and to the London Stock Exchange for the admission of the Placing Shares to trading on the London Stock Exchange's market for listed securities. It is expected that admission will become effective and that dealings in the Placing Shares on the London Stock Exchange will commence on 22 December 2004. The Placing has not been underwritten. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with Cranswick's existing ordinary shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue, other than the interim dividend of the Company for the six months ended 30 September 2004 which has been declared and is payable on 21 January 2005 to shareholders of the Company whose names were on the register of members on 26 November 2004. Enquiries Cranswick plc Martin Davey, Executive Chairman 01377 270 649 John Lindop, Finance Director Investec Investment Banking Erik Anderson 020 7597 5970 This press release is not an offer for sale of securities in or into the United States, Canada, Japan, Australia or the Republic of Ireland or in any other jurisdiction. Any securities issued may not be offered or sold in or into the United States, absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the 'Securities Act'). Investec Bank (UK) Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cranswick in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in relation to the Placing or any transaction or arrangement referred to herein. Investec can be contacted at 2 Gresham Street, London EC2V 7QP. APPENDIX: IMPORTANT INFORMATION ON THE PLACING FOR PLACEES ONLY Eligible Participants in the Placing Members of the public are not eligible to take part in the Placing. This Appendix and the terms and conditions set out herein are directed only to persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the 'Order') or (ii) are persons falling within Article 49(2)(a) to (d) ('high net worth companies, unincorporated associations etc.') of the Order or to whom it may otherwise lawfully be communicated (all such persons together being referred to as 'Relevant Persons'). This Appendix and the terms and conditions set out herein must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Appendix and the terms and conditions set out herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This Appendix does not in itself constitute an offer for sale or subscription of any securities in the Company. Persons who choose to participate in the Placing ('Placees' or 'Participants') will be deemed to have read and understood this announcement in its entirety (including this Appendix) and to be participating on the terms and conditions contained herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings, in each case as contained in this Appendix. In particular, Participants represent, warrant and acknowledge to Investec and the Company that they: 1. are a person whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business and undertake that they will acquire, hold, manage or dispose of any Placing Shares that are allocated to them for the purpose of their business; and 2. are outside the United States and are acquiring the Placing Shares in an offshore transaction (within the meaning of Regulation S under the Securities Act ('Regulation S')). This announcement (including this Appendix) does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for ordinary shares in the capital of the Company in the United States, or in any jurisdiction in which such offer or solicitation is unlawful and the information contained herein is not for publication or distribution to persons in the United States or any jurisdiction in which such publication or distribution is unlawful. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from the United States, or use the United States mails, directly or indirectly, in connection with the Placing, and so doing may invalidate any related purported application for Placing Shares. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States, and, subject to certain exceptions from the appropriate requirements of such jurisdiction, may not be offered or sold, resold or delivered, directly or indirectly in or into the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S). No public offering of the Placing Shares is being made in the United States. The Placing Shares are being offered and sold outside the United States in reliance on Regulation S. Until the expiration of 40 days after the closing of the Placing, an offer or sale of the Placing Shares sold in reliance upon Regulation S within the United States or to, or for the account or benefit of, US persons may violate the registration requirements of the Securities Act. The distribution of this announcement and the Placing and/or issue of ordinary shares in the capital of the Company in certain other jurisdictions may be restricted by law. No action has been taken by the Company or Investec that would permit an offer of such ordinary shares or possession or distribution of this announcement or any other offering or publicity material relating to such ordinary shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Investec to inform themselves about and to observe any such restrictions. Details of the Placing Agreement and the Placing Shares Investec has today entered into a placing agreement (the 'Placing Agreement') with the Company whereby Investec has, subject to the conditions set out therein, agreed to use its reasonable endeavours as agent of the Company to procure placees for the Placing Shares. The Placing Shares will be issued credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 10 pence each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such ordinary shares after the date of issue of the Placing Shares, other than for the avoidance of doubt, the interim dividend of the Company for the six months ended 30 September 2004 which has been declared and is payable on 21 January 2005. The record date for the payment of this dividend was 26 November 2004. No commissions will be paid to Placees in respect of their agreement to subscribe for any Placing Shares. Application for listing and admission to trading Application will be made to the UK Listing Authority (the 'UKLA') for admission of the Placing Shares to the official list of the UKLA (the 'Official List') and to the London Stock Exchange (the 'London Stock Exchange') for admission to trading of the Placing Shares on the London Stock Exchange's market for listed securities (together 'Admission'). It is expected that Admission will take place and that dealings in the Placing Shares will commence on 22 December 2004. Principal terms of the Placing 1. Investec is arranging the Placing as agent for the Company. 2. Participation will only be available to Relevant Persons invited to participate and who are able to participate in accordance with the terms and conditions set out herein. Conditions of the Placing The Placing is conditional on the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms. The Placing Agreement is conditional, inter alia, upon: 1. none of the warranties given by the Company in the Placing Agreement being untrue or inaccurate or misleading in each case in any material respect as at the date of the Placing Agreement or becoming untrue or inaccurate or misleading in each case in any material respect at any time between the date of the Placing Agreement and Admission by reference to the facts and circumstances from time to time subsisting; and 2. Admission taking place by not later than 8.00 am on 22 December 2004 or such later time and/or date, not being later than 8:00 a.m. on 31 December 2004, as the Company and Investec may agree. Investec reserves the right to waive or to extend the time and/or date for fulfilment of the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments. Neither Investec nor the Company shall have any liability to any Placee (or to any other person whether acting for or on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement. If any condition in the Placing Agreement is not satisfied in all respects or (where applicable) waived, in whole or in part, by Investec or becomes incapable of being satisfied (and is not so waived) by the required time, the Company shall promptly make a public announcement through a Regulatory Information Service to that effect. If (a) any of the conditions above are not satisfied (or, where relevant, waived) or (b) the Placing Agreement is terminated or (c) the Placing Agreement does not otherwise become unconditional in all respects, the Placing will lapse and Placees' rights and obligations hereunder shall cease and determine at such time and no claim shall be made by Placees in respect thereof. Each Participant in the Placing agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by it. Right to terminate under the Placing Agreement Investec is entitled in its absolute discretion by notice in writing to the Company to terminate its obligations under the Placing Agreement if at any time prior to Admission: 1. Investec becomes aware that any of the warranties given by the Company in the Placing Agreement was untrue or inaccurate in any material respect when made and/or has ceased to be true or accurate or has become misleading in any material respect by reference to the facts and circumstances from time to time subsisting; or 2. there shall develop, occur or come into effect any fundamental change in national or international financial, economic, political, military or market conditions which in the opinion of Investec arrived at in good faith is likely materially and adversely to affect the financial position or the business or the prospects of the Group taken as a whole or render the Placing or the creation of a market in the Placing Shares temporarily or permanently impracticable or inadvisable or as a result of which in the opinion of Investec arrived at in good faith, Placees ought not to be required to subscribe, or Investec ought not to be required to procure subscribers for, the Placing Shares. Each Participant in the Placing agrees with Investec that the exercise by Investec of any right of termination or other right or discretion under the Placing Agreement shall be at the absolute discretion of Investec and that Investec need make no reference to Participants and shall have no liability to Participants whatsoever in connection therewith. No prospectus No prospectus or listing particulars has been or will be submitted to be approved by the UKLA or filed with the Registrar of Companies in England and Wales in relation to the Placing Shares and the Placees' commitments will be made solely on the basis of the information contained in this announcement and the announcement made this morning concerning the acquisition of Perkins Chilled Foods and any information publicly announced to a Regulatory Information Service by or on behalf of the Company prior to the date of this announcement. Each Placee agrees and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of Investec or the Company and neither the Company nor Investec will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial and trading position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Registration and settlement Settlement of transactions in the Placing Shares (ISIN: GB0002318888) following Admission will take place in uncertificated form against payment within the CREST system (subject to certain exceptions) and by participating, Placees agree to match their CREST instructions to Investec's CREST participant ID, 331. Investec reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means as it deems appropriate if delivery or settlement is not possible within the CREST system within the timetable set out in this announcement or if it would not be consistent with the regulatory requirements in the Placee's jurisdiction. Placees will be sent a conditional contract note which shall state the number of Placing Shares acquired by such Placee at the Placing Price on the terms and subject to the conditions of this announcement. We will use a trade date of 17 December 2004. Settlement is expected to be on 22 December 2004. Interest will be charged to Placees and will accrue daily on all amounts due from the Placees to the extent that value is received after the due date at the rate of two per cent. per annum above prevailing LIBOR as determined by Investec. In the event that a Participant does not comply with its settlement obligations, Investec may sell the Placing Shares allocated to such Participant and retain the sale proceeds (net of any expenses of sale in relation to such Placing Shares). Such Participant will, however, remain liable for any shortfall between the net proceeds of such sale and the Placing Price in respect of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Participant's Placing Shares on its behalf. If Placing Shares are to be delivered to a custodian or settlement agent, each Participant opting to have its Placing Shares so delivered should ensure that the conditional contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in the Participant's name or that of such Participant's nominee or in the name of any person for whom such Participant is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. No Participant will be entitled to receive any fee or commission in connection with the Placing. Representations and warranties By participating in the Placing each Placee represents, warrants and acknowledges that: 1. it has read this announcement; 2. the only information upon which it has relied in committing to acquire the Placing Shares is that contained in this announcement and the announcement made this morning concerning the acquisition of Perkins Chilled Foods and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this announcement and confirms that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company or Investec; 3. the issue to it of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services); 4. it is entitled to acquire Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required in connection with a participation in the Placing and complied with all necessary formalities; 5. it is not a resident of Canada, Japan, Australia or the Republic of Ireland and it is located outside the United States (within the meaning of Regulation S), is not a 'US person' (as defined in Regulation S) and is not purchasing any Placing Shares for the account or benefit of such a US person; 6. the Placing Shares have not been and will not be registered under the Securities Act, or under the securities laws of any state of the United States, and are being offered and sold on behalf of the Company only outside the United States in accordance with Rule 903 of Regulation S; 7. the Placing Shares have not been and will not be registered under the securities legislation of Canada, Japan, Australia or the Republic of Ireland and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within Canada, Japan, Australia or the Republic of Ireland; 8. it has complied with its obligations in connection with money laundering under the Criminal Justice Act 1993, the Money Laundering Regulations 2003 (the 'Regulations') and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 9. it falls within paragraph 3(a) of Schedule 11 to the Financial Services and Markets Act 2000 ('FSMA'), being a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business, and is otherwise a Relevant Person (as defined in this Appendix); 10. it has complied and undertakes that it will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom; 11. it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement); 12. it will subscribe and pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out herein, and acknowledges that should it fail to do so, the relevant Placing Shares may be sold at such price as Investec determines, and that it will remain liable for any shortfall between the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Participant's Placing Shares on its behalf; 13. participation in the Placing is on the basis that it is not and will not be a client of Investec and that Investec does not have duties or responsibilities to it for providing the protections afforded to their clients or for providing advice in relation to the Placing; 14. it undertakes that the person who it specifies for registration as holder of the Placing Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may be. Neither Investec nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of the Placee agrees to subscribe on the basis that the Placing Shares will be allocated to the CREST stock account of Investec who will hold the Placing Shares as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions; and 15. it acknowledges that any agreements entered into by the Placee pursuant to this announcement shall be governed by and construed in accordance with the laws of England and it hereby irrevocably submits (on behalf of itself and on behalf of any Placee on whose behalf it is acting) to the jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreement or the formation of such agreement. The Company and Investec will rely upon the truth and accuracy of the foregoing representations, warranties and acknowledgements. The Company and Investec reserve the right to waive any of the foregoing representations, warranties and acknowledgements in individual circumstances as they deem appropriate and in accordance with applicable law. The agreement to settle any Participant's subscription (and/or the subscription of a person for whom such Participant is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by such Participant and/or such person for whom such Participant is contracting direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Investec will be responsible. If this is the case, such Participant should take its own advice and notify Investec accordingly. This information is provided by RNS The company news service from the London Stock Exchange

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Cranswick (CWK)
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