Compass Group PLC
10 May 2001
Compass Group PLC
Offer update
10 May 2001
INTERIM RESULT OF COMPASS GROUP'S PUBLIC PURCHASE OFFER
FOR SELECTA GROUP - EUROPEAN COMPETITION CLEARANCE OBTAINED - OFFER
UNCONDITIONAL IN ALL RESPECTS
Compass Group PLC holds or has received valid acceptances in respect of
96.51 per cent. of Selecta Group shares
Compass Group PLC ('Compass Group') is delighted to announce that it has
received European competition clearance in relation to its public purchase
offer for Selecta Group ('Selecta') made on 26 March 2001. Consequently, all
of the conditions to the Offer (as defined below) have now been fulfilled.
Compass Group now holds or has received valid acceptances in respect of 96.51
per cent. of Selecta shares. Compass Group is delighted that the Offer has
been successful and that Selecta will become a member of the Compass Group.
Background: Public Purchase Offer
On 26 March 2001, Compass Group PLC published a public purchase offer (the
'Offer') for all publicly held outstanding registered shares in Selecta.
Compass Group offered CHF 540.- net per registered share of Selecta with a
nominal value of CHF 50.- each, less the gross amount of any dividend or
other payments that Selecta might distribute to its shareholders until
completion of the Offer.
Interim result
By expiry of the extended Offer period on 9 May 2001, Compass Group had
received valid acceptances with regard to 1,578,810 Selecta shares
representing 94.76 per cent. of the shares to which the Offer extends. Taking
into account the 832,000 Selecta shares which Compass Group held prior to the
publication of the Offer and the 1,837 own shares held in treasury by Selecta
which are not covering the outstanding employees' stock options, Compass
Group now holds, or has received valid acceptances in respect of, Selecta
shares representing approximately 96.51 per cent. of the capital and voting
rights of the company.
Fulfilment of the Conditions
On 8 May 2001 the European Commission - the European competition authority -
announced its decision that the proposed combination does not raise serious
concerns as to its compatibility with the common market and, accordingly, has
been cleared unconditionally without need for a further in-depth
investigation. As such, all conditions to which the Offer is subject have now
been fulfilled. Accordingly, Compass Group declares the Offer unconditional
in all respects.
Additional acceptance period
Pursuant to section A.5 of the Offer prospectus, the acceptance period will
be extended by 10 trading days.
The additional acceptance period will be open from 15 May 2001 to 29 May
2001.
Payment of the Offer price
The Offer price will be paid on 15 May 2001 for the Selecta shares notified
for acceptance during the extended Offer period and on 1 June 2001 for the
Selecta shares notified for acceptance during the additional acceptance
period.
Schroder Salomon Smith Barney is acting as financial adviser to Compass
Group. UBS Warburg is acting as financial adviser to Compass Group in respect
of the Offer. Compass Group has also commissioned UBS AG for the technical
handling of the Offer.
For further information please contact:
Cathi Lawrence, Corporate Communications Director
Nick Lyon, Hudson Sandler
This announcement is issued by and is the responsibility of Compass Group the
contents having been approved solely for the purposes of section 57 of the
Financial Services Act 1986 by Salomon Brothers International Limited (trading
as Schroder Salomon Smith Barney).
The Offer is not being made directly or indirectly in or by the use of the
mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national exchange of the United States of
America, or in any country or jurisdiction where such Offer would be
considered unlawful or in which it would otherwise breach any applicable law
or regulation or which would require Compass Group to amend any term or
condition of the Offer in any way or which would require Compass Group to
make any additional filing with, or take any additional action with regards
to, any governmental, regulatory or legal authority. Offering materials
relating to the Offer may not be distributed in nor sent to such country or
jurisdiction and may not be used for the purposes of soliciting the purchases
of any securities of Selecta from anyone in such country or jurisdiction.
Salomon Brothers International Limited (trading as Schroder Salomon Smith
Barney) is regulated in the United Kingdom by the Securities and Futures
Authority Limited. Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc. Schroders is a trademark of Schroders Holdings PLC and is used
under licence.
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