TIDMRWD
RNS Number : 2300W
Unternehmensgruppe Theo Müller
26 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
26 January 2012
Recommended Cash Offer
by
Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of
Unternehmensgruppe Theo Muller S.e.c.s ("Muller")
for
Robert Wiseman Dairies PLC ("Wiseman")
Offer Update
Introduction
On 16 January 2012, Muller and Wiseman announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Muller Dairy (U.K.) Limited ("Muller Dairy (UK)") for the
entire issued and to be issued ordinary share capital of Wiseman
(the "Offer").
Level of acceptances
As at 3 p.m. (London time) on 25 January 2012, Muller Dairy (UK)
had received valid acceptances from Wiseman Shareholders in respect
of 26,047,232 Wiseman Shares, representing approximately 36.8 per
cent. of the issued ordinary share capital of Wiseman.
Additionally, Muller Dairy (UK) has purchased and settled
11,121,905 Wiseman Shares, representing approximately 15.7 per
cent. of the issued ordinary share capital of Wiseman. Muller Dairy
(UK) has purchased a further 54,248 shares which are yet to settle
and which together give Muller Dairy (UK) the previously disclosed
total of 11,176,153 shares, representing approximately 15.8 per
cent. of the issued ordinary share capital of Wiseman.
In aggregate, therefore, Muller may now count 37,169,137 Wiseman
Shares, representing approximately 52.5 per cent. of the issued
ordinary share capital of Wiseman, towards satisfaction of the
acceptance condition, summary details of which are set out below
and full details can be found in paragraph 1(a) of Appendix I of
the Offer Document (the Acceptance Condition). Further detail in
respect of these acceptances is set out below.
In addition to those acceptances set out above, Muller has also
received irrevocable undertakings from First Milk Limited, Aviva
Investors Global Services Limited and Majedie Asset Management
Limited in respect of 10,345,776 Wiseman Shares which they hold,
representing approximately 14.6 per cent. of the issued ordinary
share capital of Wiseman as at the date of this announcement. (1)
(2)
Accordingly, as set out above, Muller has acquired, received
valid acceptances or received irrevocable undertakings in respect
of 47,569,161 Wiseman Shares, representing approximately 67.2 per
cent. of the issued ordinary share capital of Wiseman.
Wiseman Shares in respect of which valid acceptances have been
received and which may now be counted towards the Acceptance
Condition include:
-- acceptances received in respect of 24,845,981 Wiseman Shares
(representing approximately 35.1 per cent. of the issued ordinary
share capital of Wiseman) which were subject to irrevocable
undertakings received from Robert Wiseman, other Wiseman family
members and related trusts; and
-- acceptances received in respect of 121,941 Wiseman Shares
(representing approximately 0.2 per cent. of the issued ordinary
share capital of Wiseman) which were subject to irrevocable
undertakings received from all of the other Wiseman Directors.
Acceptance condition
The Offer is subject to valid acceptances being received (and
not, where permitted, withdrawn) by not later than 1.00 p.m.
(London time) on 6 February 2012 (or such later time(s) and/or
date(s) as Muller may, with the consent of the Panel or in
accordance with the Code, decide) in respect of not less than 90
per cent. (or such lower percentage as Muller may decide) (i) in
nominal value of the Wiseman Shares to which the Offer relates, and
(ii) of the voting rights attached to those shares.
First Closing Date
The Offer, which remains subject to the Acceptance Condition and
the other terms and conditions set out or referred to in the Offer
Document, will remain open for acceptance until 1.00 p.m. (London
time) on 6 February 2012.
Acceptance Procedure
Holders of Wiseman Shares in certificated form who are eligible
to do so can accept the Offer by completing and returning a Form of
Acceptance in accordance with the procedure set out in paragraph
14.1 of the Muller Letter set out in Part II of the Offer Document
as soon as possible to Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU, and, in any event, so as
to be received by not later than 1.00 p.m. (London time) on 6
February 2012.
Holders of Wiseman Shares in certificated form, but under
different designations, should complete a separate Form of
Acceptance for each designation.
Holders of Wiseman Shares in uncertificated form (that is, in
CREST) who are eligible to do so can accept the Offer by sending a
TTE Instruction in accordance with the procedure set out in
paragraph 14.2 of the Muller Letter set out in Part II of Offer
Document as soon as possible and, in any event, so that the TTE
Instruction settles by not later than 1.00 p.m. (London time) on 6
February 2012. Holders that are CREST sponsored members should
refer to their CREST sponsor before taking any action. Only a CREST
sponsor will be able to send the TTE Instruction(s) to Euroclear in
relation to such holder's Wiseman Shares.
Further details of the acceptance procedure can be found in the
Offer Document. Copies of the Offer Document can be obtained in
electronic form on Muller's website www.muellergroup.com.
Additional copies of the Offer Document or Form of Acceptance
can be obtained from Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by calling the helpline
on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling
from outside the UK. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Interests in Relevant Securities
As at close of business on 25 January 2012, being the latest
practicable date prior to publication of this announcement, Muller
Dairy (UK) held 11,176,153 Wiseman Shares (representing
approximately 15.8% of the issued ordinary share capital of
Wiseman).
Save for these interests, as at close of business on 25 January
2012, being the latest practicable date prior to publication of
this announcement, neither Muller nor any of the directors of
Muller nor (so far as Muller is aware) any person acting in concert
with Muller (within the meaning of the Code) (a) is interested in,
or has any rights to subscribe for, any relevant securities of
Wiseman or securities convertible or exchangeable into Wiseman
Shares, (b) has any short position (whether conditional or absolute
and whether in the money or otherwise), including 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 any relevant securities of Wiseman, or (c) has borrowed
or lent any relevant securities of Wiseman (save for borrowed
shares which have been either on-lend or sold).
General
Defined terms used in this announcement have the same meaning as
set out in the Offer Document dated 16 January 2012.
A copy of this announcement will be available at
www.muellergroup.com. The content of this website is not
incorporated into and does not form part of this announcement.
Notes
(1) The irrevocable undertaking from First Milk Limited will
remain binding in the event of a competing offer being made by a
third party unless such competing offer is for not less than 430
pence per share (or in the case of an offer involving non-cash
consideration, where the offer is valued at not less than 430 pence
per share) and such competing offer has been announced as a firm
intention to make an offer in accordance with Rule 2.7 of the
Code.
(2) The irrevocable undertakings from Aviva Investors Global
Services Limited and Majedie Asset Management Limited will remain
binding in the event of a competing offer being made unless the
value of such competing offer represents an improvement of 10 per
cent or more on the value of the consideration offered under the
offer made by Muller Dairy (U.K.) Limited and where such competing
offer has been announced as a firm intention to make an offer in
accordance with Rule 2.7 of the Code, and, in the case of the
undertaking from Aviva Investors Global Services Limited, if any
such higher offer is not met with a higher revised offer by Muller
within 14 days of such (third party) higher offer being made.
Enquiries
Muller Tel: +352 2663 0910
Heiner Kamps
Alexander Truhlar
Rothschild (Financial Adviser) Tel: +44 (0)20 7280 5000
Alex Masters
Rupert Howard
FTI (Public Relations)
Jonathan Brill (London) Tel: +44 (0)20 7831 3113
Ivo Lingau (Frankfurt) Tel: +49 (0) 699 20370
Further Information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Wiseman in any jurisdiction in contravention of
applicable law.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer)
and, in the case of Wiseman Shares held in certificated form, the
Form of Acceptance. Wiseman Shareholders are advised to read the
formal documentation in relation to the Offer carefully in its
entirety before making a decision with respect to the Offer.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Muller and Muller
Dairy (UK) and no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Muller and Muller Dairy (UK) for providing the protections afforded
to its clients or for providing advice in connection with the Offer
or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, the Offer will not be made directly or indirectly into
any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any
applicable restrictions. Wiseman Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from or within any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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