Rule 2.11 Announcement (5513M)

TIDMGNK TIDMCPUB

RNS Number : 5513M

Greene King PLC

17 August 2011

17 August 2011

Greene King plc ("Greene King")

Amendment to an irrevocable commitment to accept the recommended cash offer by Greene King for the entire issued and to be issued share capital of The Capital Pub Company Plc.

On 19 July 2011 Greene King announced a recommended cash offer for the entire issued and to be issued share capital of The Capital Pub Company Plc ("Capital Pubs"). The Offer Document was posted on 29 July 2011.

In the Announcement and Offer Document, Greene King stated that it had received an irrevocable commitment to accept the Offer from Clive Watson, the CEO of Capital Pubs, in respect of 2,035,889 ordinary shares in the share capital of Capital Pubs comprising of the following shareholdings:

 
 Clive Watson            1,629,610 
----------------------  ---------- 
 Clive Watson (JSOP)       275,000 
----------------------  ---------- 
 Transact Nominees         117,279 
----------------------  ---------- 
 Watson Discretionary 
  Trust                     14,000 
----------------------  ---------- 
                         2,035,889 
----------------------  ---------- 
 

Upon further examination of the various legal and beneficial interests that Clive Watson holds in the share capital of the Company, Greene King has now been informed that the information in relation to Clive Watson's irrevocable commitment stated in the Offer Document requires amendment, such that the commitment relates to 2,032,142 ordinary shares, representing 7.54% of the issued share capital of Capital Pubs, comprising of the following shareholdings:

 
 Clive Watson            1,354,610 
----------------------  ---------- 
 Clive Watson (JSOP)       275,000 
----------------------  ---------- 
 Transact Nominees         178,884 
----------------------  ---------- 
 Redmayne Bentley          209,648 
----------------------  ---------- 
 Watson Discretionary 
  Trust                     14,000 
----------------------  ---------- 
                         2,032,142 
----------------------  ---------- 
 

The irrevocable commitment provided by Clive Watson will remain binding until the Offer closes, lapses or is withdrawn.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.

Defined terms used in this announcement have the same meaning as in the Offer Document dated 29 July 2011.

ENQUIRIES

For further information contact:

 
 Greene King 
 Lindsay Keswick                             [phone] 
 
 Capital Pubs 
 Nick Collins                                + 44 207 589 4888 
 
 Financial Dynamics (PR adviser to Greene 
  King) 
 Ben Foster                                  + 44 207 831 3113 
 
 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 is not being published, mailed, transmitted or otherwise distributed or sent to, into or from the United States, Canada, Australia, Japan or any other such jurisdiction and persons reading this announcement (including custodians, trustees and nominees) must not mail or otherwise distribute or send this announcement (nor any documents relating to the Offer) in, into or from the United States, Canada, Australia, Japan or any other such jurisdiction, nor use the mails of the United States, Canada, Australia, Japan or other such jurisdiction or any means or instrumentality for any purpose, directly or indirectly, relating to acceptance of the Offer and so doing may invalidate any related purported acceptance of the Offer.

Disclosure requirements of the Takeover Code (the 'Code')

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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