Posting of Documents (3107L)

TIDMGNK TIDMCPUB

RNS Number : 3107L

Greene King PLC

29 July 2011

29 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

Recommended cash offer

by

Greene King plc

for

The Capital Pub Company Plc

Posting of Documents

It was announced on 19 July 2011 that the boards of Greene King and Capital Pubs had reached 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.

The boards of Greene King and Capital Pubs are now pleased to announce that the offer document dated 29 July 2011 (the "Offer Document") in respect of the Offer and the Form of Acceptance are being posted to Capital Pubs Shareholders today.

The Offer will initially remain open for acceptance until 1.00pm on 19 August 2011.

Holders of Capital Pubs Shares in certificated form (that is, not in CREST) may only accept the Offer in respect of such shares by completing, signing and returning a Form of Acceptance in accordance with the procedure set out in the Offer Document. Holders of Capital Pubs Shares in uncertificated form (that is, in CREST) may only accept the Offer in respect of such shares by TTE instruction in accordance with the procedure set out in the Offer Document.

Copies of the Offer Document, the Form of Acceptance and other documents on display for the purposes of the Offer are available for inspection on the website of Greene King () and Capital Pubs' website (www.capitalpubcompany.com) and also will be available for inspection at the offices of Greene King's solicitors, Eversheds LLP of One Wood Street, London EC2V 7WS, during normal business hours on any weekdays (Saturdays, Sundays and public holidays excepted) while the Offer remains open for acceptance.

Certain terms used in this announcement are defined in the Offer Document.

ENQUIRIES

For further information contact:

 
 Greene King 
 Rooney Anand, Chief executive                + 44 1284 763222 
 
 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 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 nationals 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, instrumentally 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.

Capital Pubs' Shareholders (including, without limitation, nominees, trustee or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or other such jurisdiction.

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This announcement contains certain forward looking statements with respect to the financial condition, results of operations and business of Capital Pubs or Capital Pubs Group and certain plans and objectives of the boards of directors of Capital Pubs and Greene King. These forward looking statements can be identified by the fact that they do not relate to historical or current facts. Forward looking statements often use words such as "anticipate", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of Capital Pubs and Greene King in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty and the factors described in the context of such forward looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement. Capital Pubs and Greene King assume no obligation to update or correct the information contained in this announcement.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Capital Pubs must make an Opening Position Disclosure following the commencement of the offer period. 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 Capital Pubs. 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 10(th) 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 of the offer period. Relevant persons who deal in the relevant securities of Capital Pubs 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 per cent. or more of any class of relevant securities of Capital Pubs must make a Dealing Disclosure if the person deals in any relevant securities of Capital Pubs. 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 Capital Pubs, 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 Capital Pubs, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures and Dealing Disclosures must also be made by Capital Pubs, 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 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].

The defined terms used in this section "Dealing Disclosure Requirements" are defined in the Code which can be found on the Panel's website.

This information is provided by RNS

The company news service from the London Stock Exchange

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