Posting of Offer Document

RNS Number : 0296L

Greencore Group PLC

26 July 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.

FOR IMMEDIATE RELEASE

26 July 2011

RECOMMENDED CASH OFFER

By

GREENCORE FOODS LIMITED

a wholly owned subsidiary of

GREENCORE GROUP PLC

for

UNIQ PLC

Posting of Offer Document

Further to the announcement made on 12 July 2011 in relation to the proposed acquisition of Uniq Plc, Greencore hereby announces that the offer document (the "Offer Document") containing the full terms and conditions of the Offer, is being posted today to Uniq Shareholders (and, for information only, to persons with information rights), together with the related Form of Acceptance.

The Board of Uniq has unanimously recommended that Uniq Shareholders accept the Offer. In addition, Greencore has received irrevocable undertakings from Angel Street and the directors of Uniq (the "Irrevocable Undertakings") representing, in aggregate, approximately 90.2 per cent. of the issued share capital of Uniq, to accept the Offer. The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 16 August 2011.

Assuming all other conditions of the Offer have been satisfied or waived (if they are capable of being waived), if Greencore receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Uniq Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by the Uniq Shares to which the Offer relates, as it expects to do pursuant to the terms of the Irrevocable Undertakings, Greencore intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining Uniq Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer.

To accept the Offer, if you hold your Uniq Shares in certificated form (that is, not in CREST), the Form of Acceptance should be completed as soon as possible and in any event so as to be received by post to Computershare Investor Services PLC, Corporate Actions 1, Bristol, BS99 6AF or (during normal business hours only) by hand to The Pavilions, Bridgwater Road, Bristol, BS13 8AE no later than 1.00 p.m. (London time) on 16 August 2011.

Acceptances in respect of Uniq Shares in uncertificated form (that is, in CREST) should be made electronically through CREST so that the TTE Instruction settles not later than 1.00 p.m. (London time) on 16 August 2011. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

If you are in any doubt about the action you should take, you should without delay consult an independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if you are outside the UK, another appropriately authorised independent financial adviser.

Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Eversheds LLP, One Wood Street, London EC2V 7WS (and will also be made available on Greencore's website at http://www.greencore.com) until the end of the Offer.

Uniq Shareholders should carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Terms defined in the Offer Document have the same meaning as when used in this announcement.

ENQUIRIES

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
Greencore
Eoin Tonge	[phone]
Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore)
Mark Todd	[phone]
Jon Bathard-Smith (Corporate Broking)

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 Offer 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 Offer Document.

The Offer 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.

Uniq Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or any other such jurisdiction.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on website

A copy of this announcement will be available free of charge on Greencore's website at www.greencore.com and on Uniq's website at www.uniq.com by no later than 12.00 p.m. (London time) on 27 July 2011.

 

END

 

 

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