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Wednesday 16 March, 2011

Boparan Holdings Ltd

Offer Update

RNS Number : 1010D
Boparan Holdings Ltd
16 March 2011
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

16 March 2011

For immediate release

 

Recommended Cash Offer by BH Acquisitions Limited ("Boparan")

for

Northern Foods plc ("Northern Foods")

 

Level of Acceptances and Extension of Offer

 

Introduction

On 21 January 2011, Boparan and Northern Foods announced that they had reached agreement on the terms of a recommended cash offer to be made by Boparan for the entire issued and to be issued ordinary share capital (excluding any treasury shares) of Northern Foods (not already owned by Boparan or any of its associates).

On 9 March 2011, Greencore Group plc announced that it does not intend to make a revised offer for Northern Foods.

Level of acceptances

As at 1.00 p.m. (London time) on 16 March 2011, Boparan had received valid acceptances from Northern Foods Shareholders in respect of 211,003,504 Northern Foods Shares, representing approximately 45.02 per cent. of the existing issued ordinary share capital of Northern Foods (excluding any treasury shares).

Furthermore, on 9 March 2011, Boparan acquired 63,794,202 Northern Foods Shares, which Boparan may count towards satisfaction of the acceptance condition to the Offer.

In aggregate, Boparan may therefore count 274,797,706 Northern Foods Shares, representing approximately 66.16 per cent. of the shares to which the Offer relates, towards satisfaction of the acceptance condition to the Offer.

Additionally, as at the date of this announcement, Boparan holds a further 22,400,000 Northern Foods Shares and Boparan has agreed to acquire 30,924,465 Northern Foods Shares held by Saerimner Limited conditional upon the Offer becoming or being declared unconditional in all respects.  Of the above valid acceptances, acceptances in respect of two shares have been received to date from other persons acting in concert with Boparan.

In aggregate, therefore, Boparan has acquired, agreed to acquire or received valid acceptances in respect of 328,122,171 Northern Foods Shares, representing approximately 70.01 per cent. of the existing issued ordinary share capital of Northern Foods (excluding any treasury shares).

Extension of Offer

The Offer will remain open until 1.00 p.m. (London time) on 23 March 2011. Northern Foods Shareholders who wish to accept (and have not yet validly accepted) the Offer are urged to take action as soon as possible, and in any event by 1.00 p.m. (London time) on 23 March 2011.

To accept the Offer, if your Northern Foods Shares are held in certificated form (that is, not held in CREST), the Form of Acceptance must be completed, signed and returned as soon as possible (together with your share certificate(s) and/or other documents of title), and in any event so as to be received by Capita Registrars not later than 1.00 p.m. (London time) on 23 March 2011.

If your Northern Foods Shares are held in uncertificated form (that is, held in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that the TTE Instruction settles by no later than 1.00 p.m. (London time) on 23 March 2011. If you hold Northern Foods Shares as 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.

Interests in relevant securities

Save for the interests set out below, as at close of business on 15 March 2011, being the latest practicable date prior to publication of this announcement, neither Boparan nor any of the directors of Boparan nor (so far as Boparan is aware) any person acting in concert with Boparan (within the meaning of the City Code) (a) is interested in, or has any rights to subscribe for, any relevant securities of Northern Foods or securities convertible or exchangeable into Northern Foods Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Northern Foods, or (c) has borrowed or lent any relevant securities of Northern Foods (save for any borrowed shares which have been either on-lent or sold).

As at close of business on 15 March 2011, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by Boparan or persons acting in concert with it:

(a)    Interests/rights to subscribe:

§ Boparan - 86,194,202 Northern Foods Shares (18.39 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares));

§ Saerimner Limited - 30,924,465 Northern Foods Shares (6.60 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares));

§ Frances Silk - 4 Northern Foods Shares (less than 0.0001 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares)); and

§ John Michael Jack - 90 Northern Foods Shares (less than 0.0001 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares)).

(b)    Securities borrowed:

Goldman Sachs - 13,034 Northern Foods Shares (0.003 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares))

 (c)    Securities lent:

Goldman Sachs - 13,034 Northern Foods Shares (0.003 per cent. of the existing issued share capital of Northern Foods (excluding any treasury shares))

General

Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the offer document posted to Northern Foods Shareholders on 9 February 2011 (the "Offer Document").

In accordance with Rule 19.11 of the City Code, a copy of this announcement and all other documents, announcements or information published in relation to the Offer will be available on the following website: www.2sfg.com.

Enquiries:

Rothschild                    Tel: +44 (0)20 7280 5000

Avi Goldberg                 

Kevin Ramsden

Robert Plowman

Goldman Sachs           Tel: +44 (0)20 7774 1000

Luca Ferrari

Gilberto Pozzi

Nick Harper

Hudson Sandler           Tel: +44 (0)20 7796 4133

Michael Sandler

Andrew Hayes

Andrew Leach

This announcement is not intended to and does not constitute or form any part of, an offer to sell or the solicitation of an offer to subscribe for or purchase or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.  Any response in relation to the Offer should be made only on the basis of the information in the Offer Document and the accompanying Form of Acceptance (or any document by which the Offer is made) which will contain the full terms and conditions of the Offer.

Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom is acting exclusively for BH Acquisitions and Boparan Holdings and no one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BH Acquisitions and Boparan Holdings for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer and other matters described in this announcement.

Goldman Sachs International, which is authorised and regulated by the Financial Services Authority in the United Kingdom is acting for BH Acquisitions and Boparan Holdings and no one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BH Acquisitions and Boparan Holdings for providing the protections afforded to customers of Goldman Sachs International or for providing advice in relation to the Offer and other matters described in this announcement.

Overseas jurisdictions

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.  The availability of the Offer to Northern Foods Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.

The release, publication or distribution of this announcement in, into or from any jurisdiction other than the United Kingdom may be restricted by the law, and therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements.  Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, all persons involved in the proposed Offer disclaim any responsibility or liability for the violation of such requirements by any person.

Notice to US investors

The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States.  The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(c) under the US Exchange Act and otherwise in accordance with the requirements of the City Code.  Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and laws.

To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code and normal United Kingdom market practice and Rule 14e-5 under the US Exchange Act, Boparan or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Northern Foods ordinary shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.  Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Exchange Act to the extent applicable.  In addition, in accordance with, and to the extent permitted by, the City Code, normal UK market practice and Rule 14e-5 under the US Exchange Act, Rothschild and Goldman Sachs and their respective affiliates will continue to act as exempt principal traders in Northern Foods ordinary shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the US Exchange Act.  Any information about such purchases will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.  To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.

Each United States shareholder of Northern Foods ordinary shares is urged to consult with his independent professional adviser regarding any acceptance of the Offer.

This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States.  No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Exchange Act or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements. Neither the SEC nor any United States state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this document or the Offer Document.  Any representation to the contrary is a criminal offence.

It may be difficult for United States holders of Northern Foods securities to enforce their rights and any claim arising out of the United States federal securities laws, since Boparan and Northern Foods are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.  United States holders of Northern Foods securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the United States securities laws.  Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a United States court's judgment.

Dealing disclosure requirements

Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 City 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 p.m. (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 +44 (0)20 7638 0129.

Please be aware that addresses, electronic addresses and certain information provided by Northern Foods Shareholders, persons with information rights and other relevant persons for the receipt of communications from Northern Foods may be provided to Boparan during the offer period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.6(c).


This information is provided by RNS
The company news service from the London Stock Exchange
 
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