Compulsory Acqn of Shares (5028X)

TIDMRWD

RNS Number : 5028X

Unternehmensgruppe Theo Müller

15 February 2012

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

FOR IMMEDIATE RELEASE

15 February 2012

Recommended Cash Offer

by

Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of Unternehmensgruppe Theo Muller S.e.c.s ("Muller")

for

Robert Wiseman Dairies PLC ("Wiseman")

Commencement of Compulsory Acquisition Process

Introduction

On 7 February 2012, Muller Dairy (U.K.) Limited ("Muller Dairy (UK)" or the "Offeror") declared its recommended cash offer for Wiseman wholly unconditional. The full terms of, and conditions to, the Offer were set out in the offer document published by Muller Dairy (UK) on 16 January 2012 (the "Offer Document").

Compulsory acquisition

As previously disclosed, as at 1:00 p.m. (London time) on 6 February 2012, the Offeror had received valid acceptances of the Offer in respect of 55,313,030 Wiseman Shares, representing approximately 78.1 per cent. of the existing issued ordinary share capital of Wiseman.

In addition, as previously disclosed, Muller Dairy (UK) has purchased 11,176,153 Wiseman Shares, representing approximately 15.8 per cent. of the issued ordinary share capital of Wiseman.

Accordingly, Muller Dairy (UK) has therefore acquired or valid acceptances have been received in respect of more than 90 per cent. of the Wiseman Shares to which the Offer relates. Muller Dairy (UK) announces that compulsory acquisition notices (the "Notices") pursuant to section 979 of the Companies Act 2006 (the "Act") are today being posted to those Wiseman Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders") setting out the Offeror's intention to acquire compulsorily all remaining Wiseman Shares on the same terms as the Offer.

Unless Non-Assenting Shareholders apply to court and the court orders otherwise, on the expiry of six weeks from the date of the Notices, being 28 March 2012, the Wiseman Shares held by Non-Assenting Shareholders who have not accepted the Offer by 28 March 2012 will be acquired compulsorily by the Offeror under the terms of the Offer and such Non-Assenting Shareholders will be entitled to 390 pence in cash for each Wiseman Share such Non-Assenting Shareholders hold on that date.

Delisting

As announced on 7 February 2012, Wiseman has applied to the UK Listing Authority for the cancellation of the listing of Wiseman Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Wiseman Shares on the London Stock Exchange's main market for listed securities. This is expected to take effect on or shortly after 8.00 a.m. (London time) on 7 March 2012. Such cancellation and delisting will reduce the liquidity and marketability of any Wiseman Shares not assented to the Offer by that time.

Further acceptances

The Offer remains open for acceptance until further notice. At least 14 days' notice will be given prior to the closing of the Offer to those Wiseman Shareholders who have not accepted the Offer.

Wiseman Shareholders who have not yet accepted the Offer in respect of their Wiseman Shares are urged to do so as soon as possible.

Acceptance Procedure

Holders of Wiseman Shares in certificated form who are eligible to do so can accept the Offer by completing and returning a Form of Acceptance in accordance with the procedure set out in paragraph 14.1 of the Muller Letter set out in Part II of the Offer Document as soon as possible to Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Holders of Wiseman Shares in certificated form, but under different designations, should complete a separate Form of Acceptance for each designation.

Holders of Wiseman Shares in uncertificated form (that is, in CREST) who are eligible to do so can accept the Offer by sending a TTE Instruction in accordance with the procedure set out in paragraph 14.2 of the Muller Letter set out in Part II of Offer Document as soon as possible. Holders that are CREST sponsored members should refer to their CREST sponsor before taking any action. Only a CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to such holder's Wiseman Shares.

Further details of the acceptance procedure can be found in the Offer Document. Copies of the Offer Document can be obtained in electronic form on Muller's website www.muellergroup.com.

Additional copies of the Offer Document or Form of Acceptance can be obtained from Capita Registrars, Corporate Actions, 34 Beckenham Road, Beckenham, Kent BR3 4TU or by calling the helpline on 0871 664 0321 from within the UK or [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

General

Defined terms used in this announcement have the same meaning as set out in the Offer Document dated 16 January 2012.

A copy of this announcement will be available at www.muellergroup.com. The content of this website is not incorporated into and does not form part of this announcement.

Enquiries

 
 Muller                           Tel: [phone] 
 Heiner Kamps 
 Alexander Truhlar 
 
 Rothschild (Financial Adviser)   Tel: [phone] 
 Alex Masters 
 Rupert Howard 
 
 FTI (Public Relations) 
 Jonathan Brill (London)          Tel: [phone] 
 Ivo Lingau (Frankfurt)           Tel: [phone] 
 

Further Information

This announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for 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 securities of Wiseman in any jurisdiction in contravention of applicable law.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document (which will contain the full terms and conditions of the Offer) and, in the case of Wiseman Shares held in certificated form, the Form of Acceptance. Wiseman Shareholders are advised to read the formal documentation in relation to the Offer carefully in its entirety before making a decision with respect to the Offer.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Muller and Muller Dairy (UK) and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Muller and Muller Dairy (UK) for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to herein.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. In particular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Wiseman Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

CASBLGDDDBBBGDU