Offer Declared Unconditional (7433M)

TIDMGNK TIDMCPUB

RNS Number : 7433M

Greene King PLC

22 August 2011

Not for release, publication or distribution in or into the United States, Canada, Australia or Japan.

RECOMMENDED CASH OFFER BY GREENE KING PLC FOR THE CAPITAL PUB COMPANY PLC

Offer declared unconditional in all respects

On 19 July 2011 the boards of Greene King and Capital Pubs announced that they had reached an agreement on the terms of a recommended offer to be made by Greene King for the entire issued and to be issued share capital of Capital Pubs.

Today Greene King announces that as at 1.00 p.m. on 19 August 2011, the First Closing Date of the Offer, valid acceptances of the Offer had been received in respect of 19,795,608 Capital Pubs Shares, representing approximately 73.4 per cent. of Capital Pubs' issued share capital. Of this figure, 8,894,429 Capital Pubs Shares were the subject of an irrevocable commitment procured by Greene King, representing approximately 33 per cent. of Capital Pubs' issued share capital.

As at 1.00 p.m. on 19 August 2011 Greene King had outstanding irrevocable commitments in respect of 625,000 Capital Pubs Shares, representing approximately 2.3 per cent. of Capital Pubs' issued share capital. The details of such irrevocable commitments are set out below:

 
 Shareholder name     Number of Capital Pubs' Shares 
 Clive Watson         275,000 
 Nicholas Collins     250,000 
 Scott Collins        75,000 
 Alexander Derrick    25,000 
 

The above irrevocable commitments will remain binding until the Offer closes, lapses or is withdrawn. Further, the irrevocable commitment will remain binding in the event that a competing offer is made for Capital Pubs.

Taking into account Greene King's existing holding, as at the date of the Offer Document, of 4,720,722 Capital Pubs Shares (representing approximately 17.5 per cent. of Capital Pub's issued share capital), as at 1:00 p.m. on 19 August 2011, the total number of Capital Pubs Shares in which Greene King was interested was 24,516,330 Capital Pubs Shares, representing approximately 90.9 per cent. of the issued share capital of Capital Pubs.

For the purposes of the acceptance condition set out in the Offer Document of 90 per cent. of Capital Pubs Shares to which the Offer relates, Greene King's holding of 4,720,722 Capital Pubs Shares (representing approximately 17.5 per cent. of Capital Pub's issued share capital) is not taken into account. Therefore, as at 1:00 p.m. on 19 August 2011, the total number of Capital Pubs Shares which may be counted towards satisfaction of the acceptance condition was 19,795,608 Capital Pubs Shares, representing approximately 88.98 per cent. of the Capital Pubs Shares to which the Offer relates. Greene King announces that the acceptance condition (as defined in the Offer Document with reference to sections 974 to 991 (inclusive) of the Companies Act 2006) is waived.

Greene King is, therefore, pleased to announce that all the conditions of the Offer have now been satisfied or waived. Accordingly, the Offer is now declared unconditional in all respects. Settlement for Capital Pubs Shareholders who have validly accepted the Offer will be effected by 5 September 2011. Settlement in respect of valid acceptances of the Offer received after the date of this announcement will be effected within 14 days of such receipt.

The Offer remains open for acceptance until further notice.

Save as disclosed in this announcement or in the Offer Document, as at close of business on 19 August 2011, neither Greene King nor any person acting in concert with Greene King, is interested in or has any rights to subscribe for any Capital Pubs Shares, nor does any such person have 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 Capital Pubs Shares, nor does any such person have any borrowing or lending of Capital Pubs Shares, except for any borrowed shares which have been either on-lent or sold.

Terms defined in the Offer Document dated 29 July 2011 have the same meanings in this announcement, unless the context requires otherwise.

Capital Pubs Shareholders who have not yet accepted the Offer are urged to complete, sign and return the Form of Acceptance (along with their share certificate(s) and any appropriate documents of title) by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.

Capital Pubs Shareholders who hold their Capital Pubs Shares in CREST should follow the additional procedures set out in the Offer Document. If you are a CREST sponsored member you should refer to your CREST sponsor before taking any action.

If you have lost your Form of Acceptance or have any other queries in connection with the Offer, you should contact Capita Registrars at the above address or by telephone on 0871 664 0321 from within the UK or, if calling from outside the UK, on [phone] between 9.00am and 5.00pm (London time) Monday to Friday).

ENQUIRIES

For further information contact:

 
 Greene King 
 Lindsay Keswick                                   [phone] 
 
 Lazard (financial adviser to Greene King) 
 William Rucker                                    [phone] 
 Paul Gismondi                                     [phone] 
 
 Deutsche Bank (financial adviser and corporate 
  broker to Greene King) 
 James Agnew                                       [phone] 
 Steven Varlakhov                                  [phone] 
 Andrew Smith                                      [phone] 
 
 Financial Dynamics (PR adviser to Greene 
  King) 
 Ben Foster                                        + 44 207 831 3113 
 
 Capital Pubs 
 Clive Watson                                      + 44 207 589 4888 
 Nick Collins                                      + 44 207 589 4888 
 
 PricewaterhouseCoopers (financial adviser 
  to Capital Pubs) 
 Sean Williams                                     [phone] 
 Gerry Young                                       [phone] 
 Mark Sweeting                                     [phone] 
 
 Panmure Gordon (UK) Limited (corporate 
  broker to Capital Pubs) 
 Adam Pollock                                      [phone] 
  Andrew Godber                                     [phone] 
 
 College Hill (PR adviser to Capital Pubs) 
 Justine Warren                                    [phone] 
  Matthew Smallwood                                 [phone] 
 

Lazard & Co., Limited is acting exclusively for Greene King in connection with the Offer and will not be responsible to any person other than Greene King for providing the protections afforded to customers of Lazard & Co., Limited or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser and corporate broker to Greene King and no one else in connection with the contents of this announcement and the Offer and will not be responsible to anyone other than Greene King for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to the Offer or any matters referred to herein.

PricewaterhouseCoopers is acting exclusively for Capital Pubs in connection with the Offer and will not be responsible to any person other than Capital Pubs for providing the protections afforded to clients of PricewaterhouseCoopers or for providing advice in relation to the Offer or any other matter referred to in this announcement.

Panmure Gordon (UK) Limited is acting exclusively for Capital Pubs in connection with the Offer and will not be responsible to any person other than Capital Pubs for providing the protections afforded to clients of Panmure Gordon (UK) Limited or for providing advice in relation to the Offer or any other matter referred to in this announcement.

This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offer should be made only on the basis of information referred to in the Offer Document.

The Offer is not being made, direct 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, Japan or any other jurisdiction if to do so would violate of the relevant laws of such jurisdiction. Accordingly, copies of this document are 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, Japan or any such other jurisdiction.

The Directors of Greene King accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Greene King (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This information is provided by RNS

The company news service from the London Stock Exchange

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