Greencore Group plc (the “Company” or “Greencore”) today announces the results of the Tender Offer, as set out in the circular published by the Company on 20 December 2018 (the “Circular”). The Tender Offer closed at 1.00 pm on 29 January 2019.
The maximum number of Ordinary Shares authorised by shareholders under the Tender Offer, being 261,025,641 Ordinary Shares, will be acquired for a total cost of £509 million. This represents approximately 36.92% of the issued ordinary share capital of the Company, as at the date of this announcement.
The Tender Offer was oversubscribed, with a total of 296,192,127 Ordinary Shares validly tendered by Qualifying Shareholders. Qualifying Shareholders who tendered Ordinary Shares equal to or less than their Individual Basic Entitlement will have their tender accepted in full. Qualifying Shareholders who validly tendered in excess of their Individual Basic Entitlement will have their tender accepted in respect of their Individual Basic Entitlement plus approximately 74.76% of the number of Ordinary Shares in excess of their Individual Basic Entitlement that they validly tendered.
Under the terms of the Option Agreement, Goldman Sachs may require the Company to acquire the Ordinary Shares purchased by Goldman Sachs pursuant to the Tender Offer and it is expected that the acquisition by the Company of such Ordinary Shares will be completed later today. A further announcement will be made by the Company in that respect in due course.
As set out in the Circular, it is anticipated that the proceeds payable to Qualifying Shareholders for the certificated Ordinary Shares acquired under the Tender Offer will be dispatched by no later than 7 February 2019 in the form of a cheque and for uncertificated Ordinary Shares, CREST account holders will have their CREST accounts credited by no later than 7 February 2019. It is also anticipated that balancing share certificates (in respect of certificated Ordinary Shares) for revised certificated holdings in the case of partially successful tenders and share certificates in respect of unsuccessful tenders of certificated Ordinary Shares will be dispatched by no later than 7 February 2019 and that holders of uncertificated Ordinary Shares will have their CREST accounts credited for revised uncertificated holdings of Ordinary Share (or in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) by no later than 7 February 2019.
Capitalised words and expressions in this announcement shall, unless the context provides otherwise, have the same meanings as in the Circular.