Greene King PLC - Cancellation of Listing
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
Recommended Cash Acquisition
(a wholly-owned subsidiary of CK Asset Holdings Limited ("CKA"))
Cancellation of listing and trading of
termination of the Greene King ADR programme
Further to the announcement made by
All references to times in this announcement are to
Capitalised terms used but not defined in this announcement have the meanings set out in the scheme document dated
Richard Smothers, Chief Financial Officer
and joint corporate broker to Greene King)
David Wormsley Tel: +44(0) 20 7986 4000
Rothschild & Co (joint financial adviser to Greene King)
John Deans Tel: +44(0) 20 7280 5000
Peel Hunt (joint corporate broker to Greene King)
Dan Webster Tel: +44(0) 20 7418 8869
Finsbury (PR adviser to Greene King)
Alastair Hetherington Tel: +44(0) 20 7251 3801
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation 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.
This announcement has been prepared in accordance with English law, the Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Notice to US investors in Greene King
The Acquisition relates to the shares of an English company and is being made by means of a Scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules.
If, in the future, CK Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Greene King Shares and Greene King ADR Holders to enforce their rights and any claim arising out of the US federal laws, since CK Bidco and Greene King are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Greene King Shares and Greene King ADR Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
US Greene King Shareholders and Greene King ADR Holders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Greene King Shareholders and Greene King ADR Holders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Greene King's website at https://www.greeneking.co.uk/investor-centre/recommended-cash-offer/ and on CKA's website at https://webfilter.ckah.com/WF06/ promptly and in any event by no later than 12 noon on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of these websites are not incorporated and do not form part of this announcement.
This information is provided by RNS, the news service of the
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