Spirit pub co PLC - Scheme of arrangement becomes effective
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.
to be effected by means of a Scheme of Arrangement
Scheme of arrangement becomes effective
Spirit is pleased to announce that the reduction of capital was confirmed today by the
Dealings in the New Greene King Shares are expected to commence at
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+44 (0)1283 498 400
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Goldman Sachs International (Financial Adviser and Corporate Broker to Spirit)
+44 (0)207 774 1000
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+44 (0)207 260 1000
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+44 (0)207 404 5959
Goldman Sachs International, which is authorised by the
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 Offer or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Offer will be made solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Offer including details of how Spirit Shareholders may vote in respect of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document. Shareholders are advised to read the formal documentation in relation to the Offer carefully.
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
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Further details in relation to overseas shareholders are contained in the Scheme Document. Persons who are not resident in the
The Offer relates to the acquisition of shares of a
Unless otherwise determined by
The availability of the New Greene King Shares to Spirit Shareholders who are not resident in the
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
None of the securities referred to in this announcement have been approved or disapproved by the
It is expected that the securities referred to in this announcement will be issued as part of the Offer 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
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
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
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
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
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
Any person who is required to be sent this announcement under the Code may request a hard copy of this announcement by contacting the Company Secretary,
This information is provided by RNS
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