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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Belhaven Grp. | LSE:BHG | London | Ordinary Share | GB0000905397 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:9943R Greene King PLC 30 September 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM AUSTRALIA, CANADA OR JAPAN Embargoed for release at 7.00 a.m. (London time) 30 September 2005 RECOMMENDED CASH OFFER for THE BELHAVEN GROUP PLC by DEUTSCHE BANK on behalf of the Offeror a wholly owned subsidiary of GREENE KING PLC and in the United States by the Offeror On 24 August 2005, Deutsche Bank made a recommended cash offer (the "Offer") on behalf of the Offeror, a wholly owned subsidiary of Greene King plc, for all of the issued and to be issued share capital of The Belhaven Group plc not already owned by the Greene King Group. Offer declared unconditional in all respects Greene King announces that all conditions of the Offer have been satisfied or waived. Accordingly the Offer has been declared unconditional in all respects and will remain open for acceptance until further notice. Of the acceptances received under the Offer, valid elections for the Loan Note Alternative in respect of #5,829,938 nominal value of Loan Notes have been made by Belhaven Shareholders and the Loan Note Alternative has become unconditional upon the Offer being declared unconditional in all respects. Consideration The consideration will be despatched by first class post (in the case of certificated holders) or credited to the relevant CREST account (in the case of uncertificated holders) on or before 13 October 2005 to Belhaven Shareholders who have validly accepted the Offer on or before the date of this announcement. Delisting and Compulsory Acquisition Application will be made to the FSA for the cancellation of the listing of Belhaven Shares on the Official List and to the London Stock Exchange for the cancellation of the admission to trading of Belhaven Shares on the London Stock Exchange, in each case expected to take effect from 31 October 2005, being 20 business days following the date of this announcement. In addition, if sufficient acceptances are received, the Offeror intends to implement the procedures set out in sections 428 to 430F of the Companies Act to acquire compulsorily any outstanding Belhaven Shares to which the Offer relates. Level of acceptances and ownership As at 1.00 p.m. (London time) on 29 September 2005, being the second closing date of the Offer, the Offeror had received valid acceptances of the Offer in respect of a total of 21,446,516 Belhaven Shares, representing approximately 71.5 per cent. of Belhaven's existing issued share capital. Following the announcement of the Offer on 22 August 2005, the Offeror has also acquired 3,056,224 Belhaven Shares representing approximately 10.2 per cent. of Belhaven's existing issued share capital. Accordingly, as at 1.00 p.m. (London time) on 29 September 2005, the Offeror had acquired or received valid acceptances under the Offer in respect of a total of 24,502,740 Belhaven Shares, representing approximately 81.7 per cent. of Belhaven's existing issued share capital. In addition, Greene King announced on 26 September 2005 and 28 September 2005 that it had contracted to acquire 496,232 Belhaven Shares and 658,431 Belhaven Shares respectively, representing in total approximately 3.9 per cent. of Belhaven's existing issued share capital. Including these additional Belhaven Shares, the Offeror has therefore acquired (or contracted to acquire) or received valid acceptances under the Offer in respect of a total of 25,657,403 Belhaven Shares, representing approximately 85.6 per cent. of Belhaven's existing issued share capital. Belhaven Shareholders who hold Belhaven Shares in certificated form who wish to accept the Offer but have not already done so should complete, sign and return their Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance. Belhaven Shareholders who hold Belhaven Shares in uncertificated form (that is, in CREST) who wish to accept the Offer but have not already done so should follow the instructions set out in the Offer Document. Terms used in this announcement shall have the same meanings given to them in the Offer Document. 30 September 2005 Enquiries Greene King +44 (0) 1284 763 222 Rooney Anand Michael Shallow Deutsche Bank +44 (0) 20 7545 8000 Jeremy Quin Charles Roast Financial Dynamics +44 (0) 20 7831 3113 Ben Foster Charles Watenphul Deutsche Bank (authorised by Bundesanstalt fur Finanzdienstleistungsaufsicht (BaFin) and by the Financial Services Authority (FSA)), which is regulated by the FSA for the conduct of UK business and a member of the London Stock Exchange, is acting for Greene King and the Offeror and no one else in connection with the Offer and will not be responsible to anyone other than Greene King and the Offeror for providing the protections afforded to clients of Deutsche Bank nor for providing advice in relation to the Offer or any matter referred to in this announcement. The directors of Greene King and the directors of the Offeror accept responsibility for the information contained in this announcement relating to Greene King and the Offeror and confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer to sell, or an invitation to purchase, any securities or the solicitation of any vote or approval in any jurisdiction. The Offer has been made solely by the Offer Document and the Form of Acceptance which contains the full terms and conditions of the Offer (including details of how it may be accepted). The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in any such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions. The ability of Belhaven Shareholders who are not resident in the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from a Restricted Jurisdiction. The Offer (unless otherwise determined by the Offeror and permitted by applicable law and regulation), will not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facility of, a national, state or other securities exchange of a Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. In accordance with normal UK market practice, Greene King or the Offeror or their nominees or broker (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Belhaven Shares outside the United States, 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. Any information about such purchases will be disclosed as required in the UK. This information is provided by RNS The company news service from the London Stock Exchange END OUPSEIFUUSISEEU
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