TIDMGNC
RNS Number : 2288R
Greencore Group PLC
07 December 2016
Greencore Group plc ("Greencore" or the "Company")
07 December 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
07 December 2016
Results of Extraordinary General Meeting
The Board of Greencore announces that, at the Extraordinary
General Meeting held earlier today, the Resolutions to approve the
acquisition of the Peacock Foods and the Rights Issue, details of
which were set out in the prospectus dated 14 November 2016 (as
supplemented by way of supplemental prospectus on 5 December 2016)
and the Notice of Extraordinary General Meeting included in the
circular dated 14 November 2016 (together, the "Documents"), were
duly passed without amendment on a poll by the requisite majority
of shareholders present.
Details of the total votes received in relation to each of the
Resolutions (which are described in the Notice of Extraordinary
General Meeting set out in the Circular) are as follows:
Votes FOR Votes AGAINST Total Votes Number of
Cast (Excluding Votes Withheld
Withheld)
-------------------- -------------- -------------- ----------------- ----------------
Resolution
1 - To approve
the acquisition
of CB-Peacock
Holdings 283,287,865
Inc. (98.08%) 5,533,227 288,821,092 1,841,177
(1.92%)
-------------------- -------------- -------------- ----------------- ----------------
Resolution
2 - To increase
the Company's
authorised
share capital 274,704,175 13,937,016 288,641,191 9,009
(95.17%) (4.83%)
-------------------- -------------- -------------- ----------------- ----------------
Resolution
3 - To authorise
the Directors
to issue
relevant
securities 283,113,066 5,684,197 288,797,263 1,862,830
(98.03%) (1.97%)
-------------------- -------------- -------------- ----------------- ----------------
Resolution
4 - To dis-apply
pre-emption 283,065,680
rights (98.04%) 5,648,028 288,713,708 1,948,218
(1.96 %)
-------------------- -------------- -------------- ----------------- ----------------
Resolution 285,062,677
5 - (98.09 %) 5,557,506 290,620,183 37,967
To approve
the reduction
of undenominated
share capital
arising
from the
Rights Issue
in order
to create
distributable
reserves (1.91 %)
-------------------- -------------- -------------- ----------------- ----------------
As at 6.00 p.m. on 5 December 2016, the total number of Existing
Greencore Shares eligible to be voted at the Extraordinary General
Meeting was 414,866,058 Ordinary Shares.
The Rights Issue remains conditional, amongst other things, upon
Admission of the New Greencore Shares, nil paid and fully paid,
having occurred not later than 8.00 a.m. on 8 December 2016 (or
such later time and date as the Joint Bookrunners and the Joint
Sponsors may agree in writing).
The passing of the Resolutions will enable the Company to
proceed with the fully underwritten Rights Issue to raise net
proceeds of approximately GBP426.6 million.
Applications have been made to the UK Listing Authority for
287,214,963 New Greencore Shares (calculated on the basis of the
number of Ordinary Shares in issue as at 5 December 2016, being the
Record Date for entitlements under the Rights Issue) to be admitted
to the premium listing segment of the Official List and to the
London Stock Exchange for such New Greencore Shares to be admitted
to trading, nil paid, on the main market for listed securities at
8.00 a.m. (London time) on 8 December 2016. These New Greencore
Shares will be issued under authority granted by the Resolutions at
today's Extraordinary General Meeting and comprise 287,203,887 New
Greencore Shares (calculated on the basis of the issued share
capital as at 14 November 2016, being the date of announcement of
the Acquisition and the Rights Issue) and a further 11,076 New
Greencore Shares (calculated on the basis of the additional 15,999
Ordinary Shares which issued as a result of the exercise of share
options between 14 November 2016 and the Record Date).
Provisional Allotment Letters are expected to be posted today to
Qualifying Non-CREST Shareholders (subject to certain exceptions in
relation to persons located in the US and any Excluded
Territory).
It is expected that Admission will take place, and that dealings
(for normal settlement) in the New Greencore Shares (nil paid) will
commence, at 8.00 a.m. (London time) on 8 December 2016. CREST
stock accounts of Qualifying CREST Shareholders are expected to be
credited with Nil Paid Rights as soon as practicable after 8.00
a.m. (London time) on 8 December 2016. The latest date for
acceptance, payment in full and registration of renunciation of
Provisional Allotment Letters for the Rights Issue is 11.00 a.m.
(London time) on 21 December 2016.
For further details, please refer to the Documents, which are
available on the Company's website www.greencore.com
Terms defined in the Documents have the same meanings when used
in this announcement, unless otherwise defined.
ENQUIRIES
Greencore
Conor O'Leary, Group Company Secretary +353 (0)1 605 1000
Powerscourt
Rob Greening, Lisa Kavanagh: +44 (0) 20 7250 1446
Drury | Porter Novelli
Billy Murphy, Sarah O'Connor + 353 (0) 1 260 5000
This announcement is not an offer for sale of, or a solicitation
of an offer to purchase, securities in the United States. The
securities to be issued pursuant to the Rights Issue have not been
and will not be registered under the United States Securities Act
of 1933, as amended, nor under any of the relevant securities laws
of Canada, Australia, South Africa or Japan. Accordingly, the
securities may not be offered, sold or delivered, directly or
indirectly, in the United States absent registration or an
exemption from registration under the US Securities Act or in
Australia, South Africa or Japan. The Company does not intend to
register any part of the offering pursuant to the Rights Issue in
the United States or to conduct a public offering of securities in
the United States.
This announcement does not constitute or form part of, and
should not be construed as, an offer, solicitation of invitation to
purchase, subscribe for or otherwise acquire any securities of
Greencore, nor shall it or any part of it nor the fact of its
distribution form the basis of or be relied upon in connection
with, or act as an inducement to enter into any contract or
commitment whatsoever.
This announcement is an advertisement and not a prospectus and
does not constitute a prospectus (or prospectus equivalent
document) and investors should not subscribe for or purchase any
securities of Greencore referred to in this announcement except
solely on the basis of the information in the final prospectus
published on 14 November 2016 and the supplementary prospectus
published on 5 December 2016 (together being referred to in this
announcement as the "Prospectus") in connection with the proposed
Rights Issue and the admission of the New Greencore Shares, the Nil
Paid Rights and the Fully Paid Rights to the Official List (premium
listing segment) of the Financial Conduct Authority and to trading
on the London Stock Exchanges main market for listed securities.
Copies of the final prospectus and the supplementary prospectus are
available from Greencore's registered office at No 2, Northwood
Avenue, Northwood Business Park, Santry, Dublin, D09 X5N9, at
Greencore Group UK Centre, Midland Way, Barlborough Links Business
Park, Barlborough, Chesterfield S43 4XA, UK and on its website,
www.greencore.com.
This announcement does not constitute a recommendation
concerning the Rights Issue. The price and value of securities can
go down as well as up. Past performance is not a guide to future
performance. The contents of this announcement are not to be
construed as legal, business, financial or tax advice. Each
Shareholder or prospective investor should consult his, her or its
own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.
Each of Greenhill & Co. International LLP ("Greenhill")
(which is authorised and regulated by the Financial Conduct
Authority (the "FCA")) acting as sole financial adviser and Joint
Sponsor, HSBC Bank plc ("HSBC") (which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the PRA
and the FCA in the United Kingdom) acting as Joint Sponsor, Joint
Global Co-ordinator, Joint Bookrunner, and Lead Underwriter,
Goodbody Stockbrokers UC ("Goodbody") (which is regulated in
Ireland by the Central Bank of Ireland and in the United Kingdom,
is authorised and subject to limited regulation by the FCA) acting
as Joint Global Co-ordinator, Joint Bookrunner, Corporate Broker
and Underwriter, Jefferies International Limited ("Jefferies")
(which is authorised and regulated by the FCA in the UK) acting as
Joint Bookrunner, Corporate Broker and Underwriter and Coöperatieve
Rabobank U.A. ("Rabobank") (which is authorised and regulated by
the Dutch Central Bank (De Nederlandsche Bank) and the Netherlands
Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten), and in the United Kingdom, is authorised by
the PRA and subject to limited regulation by the FCA and the PRA) )
acting as Lead Manager and Underwriter, act exclusively for
Greencore and no one else in connection with the Rights Issue, the
Acquisition and/or other matters referred to in this announcement
and will not regard any other person (whether or not a recipient of
this announcement) as their respective clients in relation to the
Rights Issue and/or the Acquisition, is not, and will not be,
responsible to any person other than Greencore for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Acquisition, Rights Issue or any other
matters referred to herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Greenhill, HSBC, Goodbody, Jefferies and Rabobank
(together, the "Banks") under Financial Services and Markets Act
2000, as amended, or the regulatory regime established thereunder,
none of the Banks accepts any responsibility whatsoever for the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf, in connection with Greencore, the Nil
Paid Rights, the Fully Paid Rights, the New Greencore Shares, the
Acquisition or the Rights Issue. Subject to applicable law, each of
the Banks accordingly disclaims all and any liability whether
arising in tort, contract or otherwise (save as referred to above)
which it might otherwise have in respect of this announcement or
any such statement.
The Banks may, in accordance with applicable laws and
regulations, engage in transactions in relation to the Provisional
Allotment Letter, the Nil Paid Rights, the Fully Paid Rights, the
New Greencore Shares and/or related instruments for their own
account for the purpose of hedging their underwriting exposure or
otherwise. Except as required by applicable laws or regulations,
the Banks do not propose to make any public disclosure in relation
to such transactions.
This announcement may include projections and other
"forward-looking" statements within the meaning of applicable
securities laws. These forward looking statements are subject to a
number of risks and uncertainties, many of which are beyond
Greencore's control and all of which are based on the Directors'
current beliefs and expectations about future events. In some
cases, these forward looking statements can be identified by the
use of forward looking terminology, including the terms "targets",
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.
By their nature, forward looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward
looking statements are not guarantees of future performance.
Greencore's actual performance, results of operations, internal
rate of return, financial condition, distributions to Greencore
Shareholders and the development of its financing strategies may
differ materially from the impression created by the forward
looking statements contained in this announcement.
Forward looking statements contained in this announcement apply
only as at the date of this announcement. To the extent required by
the FCA, the London Stock Exchange, the Central Bank, the Listing
Rules, the Disclosure Guidance and Transparency Rules, the
Transparency Regulations, the Prospectus Rules, Irish Prospectus
Rules and other applicable laws, Greencore will update or revise
the information in this announcement. Otherwise, Greencore
undertakes no obligation publicly to update or revise any forward
looking statement, whether as a result of new information, future
developments or otherwise.
OVERSEAS SHAREHOLDERS
The availability of the Rights Issue to persons who are not
resident in the United Kingdom or Ireland 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 Prospectus.
The Rights Issue 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 national securities exchange of, the
United States, Australia, South Africa 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, Australia, South Africa
or Japan or any such other jurisdiction and the Rights Issue will
not be capable of acceptance by any such use, means,
instrumentality or facilities or otherwise from or within the
United States, Australia, South Africa 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, Australia,
South Africa or Japan or any such other jurisdiction.
Publication on website
A copy of this announcement will be available free of charge on
Greencore's website at www.greencore.com by no later than 4.00pm
(London time) on 7 December 2016.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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