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RNS Number : 5098D
Boparan Holdings Ltd
23 March 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
23 March 2011
For immediate release
Recommended Cash Offer by BH Acquisitions Limited
("Boparan")
for
Northern Foods plc ("Northern Foods")
Offer declared unconditional as to acceptances
Introduction
On 21 January 2011, Boparan and Northern Foods announced that
they had reached agreement on the terms of a recommended cash offer
to be made by Boparan for the entire issued and to be issued
ordinary share capital (excluding any treasury shares) of Northern
Foods (not already owned by Boparan or any of its associates).
On 9 March 2011, Greencore Group plc announced that it does not
intend to make a revised offer for Northern Foods.
Level of acceptances
As at 1.00 p.m. (London time) on 23 March 2011, Boparan had
received valid acceptances from Northern Foods Shareholders in
respect of a total of 255,587,641 Northern Foods Shares,
representing approximately 54.53 per cent. of the existing issued
ordinary share capital of Northern Foods (excluding any treasury
shares).
Furthermore, on 9 March 2011, Boparan acquired an additional
63,794,202 Northern Foods Shares, which Boparan may count towards
satisfaction of the Acceptance Condition to the Offer.
In aggregate, Boparan may therefore count a total of 319,381,843
Northern Foods Shares, representing approximately 76.89 per cent.
of the shares to which the Offer relates, towards satisfaction of
the Acceptance Condition to the Offer.
Additionally, as at the date of this announcement, Boparan holds
a further 22,400,000 Northern Foods Shares and Boparan has agreed
to acquire 30,924,465 Northern Foods Shares held by Saerimner
Limited conditional upon the Offer becoming or being declared
unconditional in all respects. Of the above valid acceptances,
acceptances in respect of two shares have been received to date
from other persons acting in concert with Boparan.
In aggregate, therefore, Boparan has acquired, agreed to acquire
or received valid acceptances in respect of 372,706,308 Northern
Foods Shares, representing approximately 79.52 per cent. of the
existing issued ordinary share capital of Northern Foods (excluding
any treasury shares).
Offer unconditional as to acceptances
In accordance with the level of acceptances set out above,
Boparan announces that the Offer is declared unconditional as to
acceptances. The Offer will remain open for acceptance until
further notice. All other terms and conditions as outlined in the
Offer Document still apply.
De-listing
As set out in paragraph 15 of Part II of the Offer Document,
following the Offer becoming, or being declared, unconditional in
all respects and subject to any applicable requirements of the UK
Listing Authority, Boparan intends to procure that Northern Foods
applies to the London Stock Exchange to cancel trading in Northern
Foods Shares on its market for listed securities and to the UK
Listing Authority to cancel the listing of Northern Foods Shares
from the Official List.
In addition, Boparan intends to procure that Northern Foods
re-registers as a private limited company.
Compulsory acquisition
As set out in paragraph 15 of Part II of the Offer Document, if
the Offer becomes, or is declared, unconditional in all respects
and where Boparan receives acceptances under the Offer in respect
of, or otherwise acquires, 90 per cent. or more of the Northern
Foods Shares to which the Offer relates, Boparan intends to
exercise its rights under the provisions of sections 974 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily any
remaining Northern Foods Shares on the same terms as the Offer.
Interests in relevant securities
Save for the interests set out below, as at close of business on
22 March 2011, being the latest practicable date prior to
publication of this announcement, neither Boparan nor any of the
directors of Boparan nor (so far as Boparan is aware) any person
acting in concert with Boparan (within the meaning of the City
Code) (a) is interested in, or has any rights to subscribe for, any
relevant securities of Northern Foods or securities convertible or
exchangeable into Northern Foods 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 Northern Foods, or (c) has borrowed or lent any
relevant securities of Northern Foods (save for any borrowed shares
which have been either on-lent or sold).
As at close of business on 22 March 2011, being the latest
practicable date prior to publication of this announcement, the
following interests were disclosable by Boparan or persons acting
in concert with it:
(a) Interests/rights to subscribe:
-- Boparan - 86,194,202 Northern Foods Shares (18.39 per cent.
of the existing issued share capital of Northern Foods (excluding
any treasury shares));
-- Saerimner Limited - 30,924,465 Northern Foods Shares (6.60
per cent. of the existing issued share capital of Northern Foods
(excluding any treasury shares));
-- Frances Silk - 4 Northern Foods Shares (less than 0.0001 per
cent. of the existing issued share capital of Northern Foods
(excluding any treasury shares)); and
-- John Michael Jack - 90 Northern Foods Shares (less than
0.0001 per cent. of the existing issued share capital of Northern
Foods (excluding any treasury shares)) of which two Northern Foods
Shares are included within the valid acceptances received as at
1.00 p.m. on 23 March 2011 referred to above.
(b) Securities borrowed:
Goldman Sachs - 13,034 Northern Foods Shares (0.003 per cent. of
the existing issued share capital of Northern Foods (excluding any
treasury shares))
(c) Securities lent:
Goldman Sachs - 13,034 Northern Foods Shares (0.003 per cent. of
the existing issued share capital of Northern Foods (excluding any
treasury shares))
General
Unless expressly defined in this announcement, defined terms
used in this announcement shall have the same meanings as set out
in the offer document posted to Northern Foods Shareholders on 9
February 2011 (the "Offer Document").
In accordance with Rule 19.11 of the City Code, a copy of this
announcement and all other documents, announcements or information
published in relation to the Offer will be available on the
following website: www.2sfg.com.
Enquiries:
Rothschild Tel: +44 (0)20 7280 5000
Avi Goldberg
Kevin Ramsden
Robert Plowman
Goldman Sachs Tel: +44 (0)20 7774 1000
Luca Ferrari
Gilberto Pozzi
Nick Harper
Hudson Sandler Tel: +44 (0)20 7796 4133
Michael Sandler
Andrew Hayes
Andrew Leach
This announcement is not intended to and does not constitute or
form any part of, an offer to sell or the solicitation of an offer
to subscribe for or purchase 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 the securities
in any jurisdiction in contravention of applicable law. Any
response in relation to the Offer should be made only on the basis
of the information in the Offer Document and the accompanying Form
of Acceptance (or any document by which the Offer is made) which
will contain the full terms and conditions of the Offer.
Rothschild, which is authorised and regulated by the Financial
Services Authority in the United Kingdom is acting exclusively for
BH Acquisitions and Boparan Holdings and no one else in connection
with the Offer and other matters described in this announcement and
will not be responsible to anyone other than BH Acquisitions and
Boparan Holdings for providing the protections afforded to clients
of Rothschild or for providing advice in relation to the Offer and
other matters described in this announcement.
Goldman Sachs International, which is authorised and regulated
by the Financial Services Authority in the United Kingdom is acting
for BH Acquisitions and Boparan Holdings and no one else in
connection with the Offer and other matters described in this
announcement and will not be responsible to anyone other than BH
Acquisitions and Boparan Holdings for providing the protections
afforded to customers of Goldman Sachs International or for
providing advice in relation to the Offer and other matters
described in this announcement.
Overseas jurisdictions
This announcement has been prepared for the purpose of complying
with English law and the City 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. The availability of the
Offer to Northern Foods Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders are contained in the Offer
Document.
The release, publication or distribution of this announcement
in, into or from any jurisdiction other than the United Kingdom may
be restricted by the law, and therefore, any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, all persons involved in the proposed Offer disclaim
any responsibility or liability for the violation of such
requirements by any person.
Notice to US investors
The Offer is for the securities of a corporation organised under
the laws of England and Wales and is subject to the procedure and
disclosure requirements of the United Kingdom, which are different
from those of the United States. The Offer is being made in the
United States pursuant to Section 14(e) of, and Regulation 14E
under, the US Exchange Act, subject to the exemptions provided by
Rule 14d-1(c) under the US Exchange Act and otherwise in accordance
with the requirements of the City Code. Accordingly, the Offer is
subject to disclosure and other procedural requirements, including
with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those
applicable under United States domestic tender offer procedures and
laws.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the City Code and normal United
Kingdom market practice and Rule 14e-5 under the US Exchange Act,
Boparan or its nominees or brokers (acting as agents) or their
respective affiliates may from time to time make certain purchases
of, or arrangements to purchase, Northern Foods ordinary shares,
other than pursuant to the Offer, before or during the period in
which the Offer remains open for acceptance. These purchases may
occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable United Kingdom rules,
including the City Code and the rules of the London Stock Exchange,
and Rule 14e-5 under the US Exchange Act to the extent applicable.
In addition, in accordance with, and to the extent permitted by,
the City Code, normal UK market practice and Rule 14e-5 under the
US Exchange Act, Rothschild and Goldman Sachs and their respective
affiliates will continue to act as exempt principal traders in
Northern Foods ordinary shares on the London Stock Exchange and
engage in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law, including
Rule 14e-5 under the US Exchange Act. Any information about such
purchases will be disclosed on a next day basis to the Panel and
will be available from any Regulatory Information Service including
the Regulatory News Service on the London Stock Exchange website,
www.londonstockexchange.com. To the extent that such information is
made public in the United Kingdom, this information will also be
publicly disclosed in the United States.
Each United States shareholder of Northern Foods ordinary shares
is urged to consult with his independent professional adviser
regarding any acceptance of the Offer.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by use of the
mails, any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than (i) in accordance with the tender offer
requirements under the US Exchange Act or the securities laws of
such other country, as the case may be, or (ii) pursuant to an
available exemption from such requirements. Neither the SEC nor any
United States state securities commission has approved or
disapproved this Offer or passed upon the adequacy or completeness
of this document or the Offer Document. Any representation to the
contrary is a criminal offence.
It may be difficult for United States holders of Northern Foods
securities to enforce their rights and any claim arising out of the
United States federal securities laws, since Boparan and Northern
Foods are located outside of the United States, and some or all of
their officers and directors may be resident outside of the United
States. United States holders of Northern Foods securities may not
be able to sue a foreign company or its officers or directors in a
foreign court for violations of the United States securities laws.
Further, it may be difficult to compel a foreign company and its
affiliates to subject themselves to a United States court's
judgment.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 paper
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 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.
Please be aware that addresses, electronic addresses and certain
information provided by Northern Foods Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Northern Foods may be provided to Boparan
during the offer period as requested under Section 4 of Appendix 4
of the City Code to comply with Rule 2.6(c).
This information is provided by RNS
The company news service from the London Stock Exchange
END
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