NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
For immediate release
11 May 2015
Recommended Offer
for
Spirit Pub Company plc (“Spirit”)
by
Greene King plc (“Greene King”)
to be effected by means of as Scheme of Arrangement under Part 26 of the Companies Act
2006
The Board of Greene King notes today’s decision by the Competition and Markets Authority (the
“CMA”) to refer the recommended offer for Spirit (the “Acquisition”) for a phase 2 investigation
unless Greene King offers acceptable undertakings to address competition concerns identified by
the CMA.
Greene King is cooperating fully with the CMA and intends to offer acceptable undertakings in
order to address the CMA’s competition concerns.
Greene King has until 18 May 2015 to do so and the CMA will then have until 26 May 2015 to
consider whether there are reasonable grounds for believing that the undertakings offered by
Greene King, or a modified version of them, might be accepted by the CMA under the Enterprise
Act 2002. If the CMA is minded to accept the undertakings, a period of consultation would follow
before the formal decision by the CMA on whether to accept the undertakings in lieu of a phase 2
investigation.
Notwithstanding this, Greene King continues to intend to complete the acquisition by the end of
June and accordingly, Greene King and Spirit have agreed, with the consent of the Panel, to
extend the Long Stop Date for completion of the Acquisition from 31 May 2015 to 30 June 2015.
Defined terms not otherwise defined in this announcement shall have the meaning given to them
in the prospectus published by Greene King on 18 December 2014.
Rooney Anand, Greene King chief executive officer said: “This is a sensible decision by the CMA,
reflecting a small number of local areas where competition may be diminished as a result of our
acquisition of Spirit. We are confident we will be able to offer suitable undertakings, which will keep
the number of pubs we need to sell to a minimum and allow the acquisition to complete before the
end of June.”
For further information, please contact:
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Enquiries:
Greene King
Rooney Anand, Chief Executive Officer
Kirk Davis, Chief Financial Officer
+44 (0)1284 763 222
Lazard & Co., Limited (Lead Financial Adviser to Greene King)
William Rucker
Matt Knott
+44 (0)207 187 2000
Citigroup Global Capital Markets Limited (Financial Adviser
and Corporate Broker to Greene King)
David Wormsley
Edward McBride
Andrew Seaton (Corporate Broking)
+44 (0)207 986 1000
Deutsche Bank AG, London Branch (Corporate Broker to
Greene King)
Matt Hall
+44 (0)207 547 1295
Finsbury (PR Adviser to Greene King)
Steffan Williams
Philip Walters
+44 (0)207 251 3801
Important Notices
Lazard & Co., Limited is authorised and regulated by the Financial Conduct Authority. Lazard & Co., Limited is acting
exclusively as financial adviser to Greene King and no one else in connection with the Acquisition and shall not be
responsible to anyone other than Greene King for providing the protections afforded to clients of Lazard & Co., Limited nor
for providing advice in connection with the Acquisition or any matter referred to herein. Neither Lazard & Co., Limited nor
any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with
this announcement, any statement contained herein or otherwise.
Citigroup Global Markets Limited is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK. Citigroup Global Markets Limited is acting exclusively
as financial adviser and corporate broker to Greene King and no one else in connection with the Acquisition and shall not
be responsible to anyone other than Greene King for providing the protections afforded to clients of Citigroup Global
Markets Limited nor for providing advice in connection with the Acquisition or any matter referred to herein.
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation Authority in the UK. Deutsche Bank AG is acting
exclusively as corporate broker to Greene King and no one else in connection with the Acquisition and shall 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 connection with the Acquisition or any matter referred to herein.
This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise nor will
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely by means of the Scheme Document which, together with the Forms of Proxy, will
contain the full terms and conditions of the Acquisition including details of how Spirit Shareholders may vote in respect of
the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
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This announcement has been prepared for the purpose 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 and regulations of jurisdictions outside the UK.
The Acquisition is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority.
Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who
are not resident in the UK or who are subject to the laws of other jurisdictions should inform themselves of, and observe,
any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the laws
of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.
The Acquisition relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme
of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not
subject to proxy solicitation or tender offer rules under the US Exchange Act of 1934 (as amended). Accordingly, the
Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement,
which differ from US disclosure requirements and the requirements of US proxy solicitation or tender offer rules. However,
if Greene King were permitted and did elect to implement the Acquisition by means of a takeover offer, such takeover offer
will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the United States by Greene King and no one else. In
addition to any such takeover offer, Greene King, certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase, shares in Spirit outside such takeover offer, such as
in open market or privately negotiated purchases, during the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US Exchange Act of 1934 (as amended). Any information about
such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website: www.londonstockexchange.com.
Unless otherwise determined by Greene King or required by the Code, and permitted by applicable law and regulation, the
Acquisition will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in
that jurisdiction, and the Acquisition will not be capable of acceptance from or within such jurisdiction where such
acceptance would violate the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, and persons
receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees)
must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws
in that jurisdiction.
The availability of the New Greene King Shares to Spirit Shareholders who are not resident in the UK may be affected by
the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements.
The New Greene King Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any Restricted Overseas Persons except, in each case, pursuant to an
applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions.
This announcement is not an offer for sale of, or solicitation of an offer to buy, securities in the United States and the New
Greene King Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered
under the US Securities Act of 1933 (as amended) (the “US Securities Act”) or under the securities law of any state, district
or other jurisdiction of the United States or any other Restricted Jurisdiction, and no regulatory clearance in respect of the
New Greene King Shares has been, or will be, applied for in any jurisdiction other than the UK.
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state
securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or
determined the adequacy or accuracy of the information contained in this announcement. Any representation to the
contrary is a criminal offence in the United States.
It is expected that the securities referred to in this announcement will be issued as part of the Acquisition in reliance upon
the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) of that Act. Such
securities may not be offered, sold, re-offered, resold or delivered, directly or indirectly, in or into the United States or any
state, district or other jurisdiction of the United States, except pursuant to exemptions from the applicable registration
requirements of such jurisdictions. Spirit Shareholders who will be affiliates of Greene King after the Effective Date will be
subject to certain US transfer restrictions relating to the New Greene King Shares received pursuant to the Scheme.
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Spirit is an English company that is a foreign private issuer (as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934). Financial information included in, or incorporated by reference into, this announcement has been prepared in
accordance with foreign accounting standards that may not be comparable to the accounting standards applicable to
financial statements of United States companies.
Disclosure requirements of 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 an
offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first
identified.
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 each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the
10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London
time) on the 10th business day following the announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror 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 the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities exchange offeror. 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 each of (i) the offeree company and (ii) any securities exchange offeror, 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 p.m. (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 an offeree company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must
also be made by the offeree company, 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 Takeover Panel’s website at
http://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 +44 (0)20
7638 0129.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted
Jurisdictions) on Greene King’s and Spirit’s websites at www.greeneking.co.uk and www.spiritpubcompany.com
respectively by no later than 12:00 p.m. (London time) on the day following this announcement. For the avoidance of doubt,
the contents of those websites are not incorporated into, and do not form part of, this announcement.
You may request a hard copy of this announcement by contacting the Company Secretary, Greene King plc, Westgate
Brewery, Bury St Edmunds, Suffolk IP33 1QT, tel: +44 (0)1284 763 222. You may also request that all future documents,
announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.
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