Result of EGM

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:

	Votes FOR	Votes AGAINST	Total Votes Cast (Excluding Withheld)	Number of Votes 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 €80.2 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	[phone]
Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore)
Mark Todd	[phone]
Jon Bathard-Smith (Corporate Broking)
Uniq
Geoff Eaton	[phone]
Martin Beer
Investec (financial adviser, NOMAD and broker to Uniq)
Clifford Halvorsen	[phone]
David Anderson
Spayne Lindsay (financial adviser to Angel Street)
Tom Lindsay	[phone]
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.

 

END

 

 

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