TIDMGNC
RNS Number : 1613L
Greencore Group PLC
20 December 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
For Immediate Release
GREENCORE GROUP PLC
Publication of Circular
20 December 2018
Further to the announcement earlier today by Greencore Group plc
("Greencore" or the "Group") setting out further details of the
tender offer of up to approximately GBP509 million (the "Tender
Offer"), Greencore now announces that the circular to shareholders
in connection with the Tender Offer, which also includes notice of
Greencore's Annual General Meeting (the "Circular") has been
approved by the FCA and will shortly be submitted to the National
Storage Mechanism, along with the Tender Form and the Form of Proxy
in respect of the Annual General Meeting.
The Circular, the Tender Form and the Form of Proxy will be
available for inspection at www.morningstar.co.uk/uk/NSM and will
also be available on the Greencore website: www.greencore.com.
As noted in today's earlier announcement and in the Circular,
the implementation of the Tender Offer requires Shareholder
approval at the Annual General Meeting. Greencore confirms that, as
set out in the Notice of Annual General Meeting and in the
Circular, the Tender Offer Resolution (being resolution number 7 in
the Notice of Annual General Meeting) will be proposed as a special
resolution and as such requires the approval of not less than 75%
of the votes cast (whether in person or by proxy) at the Annual
General Meeting.
The defined terms set out in Appendix II of this morning's
announcement have the same meaning herein, unless the context
requires otherwise.
Enquiries
Greencore
Patrick Coveney, Chief Executive Officer +353 (0) 1 486 3313
Eoin Tonge, Chief Financial Officer +353 (0) 1 486 3316
Jack Gorman, Head of Investor Relations +353 (0) 1 486 3308
Greenhill - Sponsor and Joint Financial Adviser +44 (0) 20 7198
7400
Seamus Moorhead, David Wyles, Dean Rodrigues
Goldman Sachs - Joint Financial Adviser +44 (0) 20 7774 1000
Anthony Gutman, Asad Ali, Owain Evans, Jimmy Bastock
Goodbody - Joint Financial Adviser
+353 1 667 0420
Linda Hickey
Jefferies - Joint Financial Adviser +44 (0) 20 7029 8000
Simon Hardy
Powerscourt +44 (0) 20 7250 1446
Rob Greening, Sam Austrums
Drury | Porter Novelli +353 (0) 1 260 5000
Billy Murphy, Louise Walsh
NOTES TO EDITORS
Greencore:
-- A leading manufacturer of convenience food in the UK
-- Strong market positions in the UK convenience food market
across food to go, chilled prepared meals, chilled soups and
sauces, chilled quiche, ambient sauces & pickles, and frozen
Yorkshire puddings
-- For more information go to www.greencore.com or follow Greencore on social media
IMPORTANT NOTICES
This Announcement is not intended to, and does not constitute,
or form part of, any offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Greencore shareholders are advised to
read carefully the Circular once it has been published. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular to follow.
Each of Greenhill (which is authorised and regulated in the UK
by the FCA), acting as joint financial adviser and Sponsor, Goldman
Sachs (which is authorised by the Prudential Regulation Authority
and regulated by the FCA and the Prudential Regulation Authority in
the UK), acting as joint financial adviser, Goodbody (which is
regulated by the Central Bank of Ireland, and in the UK, is
authorised and subject to limited regulation by the FCA) acting as
joint financial adviser, and Jefferies (which is authorised and
regulated in the UK by the FCA) acting as joint financial adviser
(together the "Financial Advisers"), is acting exclusively for
Greencore and no one else in connection with this Announcement and
the Tender Offer and will not regard any other person as its client
in relation to the Tender Offer and accordingly will not be
responsible to anyone other than Greencore for providing the
protections afforded to its clients, or for providing advice in
connection with the Tender Offer, the contents of this Announcement
or any other transaction, arrangement or other matter referred to
in this Announcement as relevant.
Apart from the responsibilities and liabilities, if any, which
may be imposed on the Financial Advisers under FSMA or the
regulatory regime established thereunder: (i) none of the Financial
Advisers or any persons associated or affiliated with either of
them accepts any responsibility whatsoever or makes any warranty or
representation, express or implied, in relation to the contents of
this Announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be
made by, or on behalf of it, Greencore or the Directors, in
connection with Greencore and/or the Tender Offer; and (ii) each of
the Financial Advisers accordingly disclaims, to the fullest extent
permitted by law, all and any liability whatsoever, whether arising
in tort, contract or otherwise (save as referred to above) which
they might otherwise be found to have in respect of this
Announcement or any such statement.
Cautionary statement regarding forward-looking statements
This Announcement contains statements about Greencore that are
or may be forward-looking statements. All statements other than
statements of historical facts included in this Announcement may be
forward-looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"should", "continue", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are
forward-looking statements. Forward-looking statements include all
matters that are not historical facts and statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, future capital-raising
activities, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Greencore's operations
and potential effects the Tender Offer; and (iii) the effects of
government regulation on Greencore's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances
that are difficult to predict and outside of Greencore's ability to
control. Forward-looking statements are not guarantees of future
performance and the actual results of Greencore's operations and
the development of the markets and the industry in which Greencore
operates, may differ materially from those described in, or
suggested by, the forward-looking statements contained in this
Announcement. In addition, even if Greencore's business results of
operations, financial position and/or prospects, and the
development of the markets and the industry in which Greencore
operates, are consistent with the forward-looking statements
contained in this Announcement, those results and developments may
not be indicative of results or developments in subsequent periods.
A number of factors could cause results and developments of
Greencore to differ materially from those expressed or implied by
the forward-looking statements including, without limitation:
-- the performance of Greencore's customers may be adversely
impacted by changing retail and industry structure, which in turn
may affect Greencore's performance;
-- demand for Greencore's products may be affected by changes in
consumer behaviour and demand and changes in consumer
legislation;
-- Greencore's success may depend on their customers' brands,
reputations and relationships; and
-- other factors discussed in more detail in the Circular.
The forward-looking statements therein speak only at the date of
this Announcement and Shareholders are cautioned not to place undue
reliance on such forward-looking statements. Save as required by
the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the Listing Rules or by law, Greencore
undertakes no obligation to update these forward-looking statements
and will not publicly release any revisions it may make to these
forward-looking statements that may occur due to any change in its
expectations or to reflect events or circumstances after the date
of this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
CIRFKKDKQBDDPBB
(END) Dow Jones Newswires
December 20, 2018 09:09 ET (14:09 GMT)
Greencore (LSE:GNC)
Historical Stock Chart
From Apr 2024 to May 2024
Greencore (LSE:GNC)
Historical Stock Chart
From May 2023 to May 2024