Off. by B. Matthews Hldg-Pt.1
26 Octubre 2000 - 2:00AM
UK Regulatory
RNS Number:0892T
Matthews(Bernard) PLC
26 October 2000
PART ONE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
BERNARD MATTHEWS HOLDINGS LIMITED
RECOMMENDED CASH OFFER FOR BERNARD MATTHEWS PLC
The board of Bernard Matthews Holdings Limited ("BMH") and the Independent
Directors of Bernard Matthews PLC are pleased to announce that they have
reached agreement on the terms of a recommended cash offer, to be made by
HSBC Investment Bank plc ("HSBC") on behalf of BMH, to acquire all of the
issued and to be issued share capital of Bernard Matthews PLC other than the
52,951,799 Bernard Matthews Shares, representing approximately 42.2 per cent.
of Bernard Matthews PLC's existing issued share capital, which BMH has
conditionally agreed with the Matthews Family and the Management Team to
acquire outside of the Offer.
The Offer for each Bernard Matthews Share will be 185 pence in cash, valuing
Bernard Matthew PLC's existing issued share capital at approximately #232
million.
The Offer will represent a premium of approximately:
- 57.4 per cent. over the closing Middle Market Price of a Bernard
Matthews Share on 15 May 2000, the day prior to the announcement by
the Matthews Family that it was considering making an offer for
Bernard Matthews PLC;
- 52.2 per cent. over the average closing Middle Market Price of a
Bernard Matthews Share for the 12 months preceding 15 May 2000, the
day prior to the announcement by the Matthews Family that it was
considering making an offer for Bernard Matthews PLC; and
- 26.3 per cent. over the closing Middle Market Price of a Bernard
Matthews Share on 19 October 2000, being one week prior to this
announcement.
In addition, Bernard Matthews Shareholders will be offered a full Loan Note
Alternative.
BMH, which has not traded to date, is a newly incorporated company formed by
the Matthews Family and the Management Team specifically for the purpose of
making the Offer. Following the Offer becoming or being declared wholly
unconditional, all of the issued share capital of BMH will be wholly owned by
the Matthews Family and the Management Team. Debt facilities to enable BMH
to make the Offer, details of which will be set out in the Offer Document,
have been arranged by the HSBC Group.
Bernard Matthews Shareholders holding approximately 55.3 per cent. of Bernard
Matthews PLC's existing issued share capital are committed to or support the
proposed transaction, as set out below:
- the Matthews Family and the Management Team, who own an aggregate
of 52,951,799 Bernard Matthews Shares, representing approximately
42.2 per cent. of the existing issued share capital of Bernard
Matthews PLC, have agreed to transfer their Bernard Matthews Shares
to BMH outside of the Offer following the Offer becoming or being
declared wholly unconditional;
- the Independent Directors of Bernard Matthews PLC, have given
irrevocable undertakings to accept the Offer in respect of a total
of 138,621 Bernard Matthews Shares, representing approximately 0.1
per cent. of the existing issued share capital of Bernard Matthews
PLC; and
- additionally, BMH has received an irrevocable undertaking and
letters of intent to accept the Offer from Bernard Matthews
Shareholders in respect of a total of 16,337,240 Bernard Matthews
Shares, representing approximately 13.0 per cent. of the existing
issued share capital of Bernard Matthews PLC. Further details are
contained within the full text of the attached press announcement.
The Independent Directors of Bernard Matthews PLC, who have been so advised
by Dresdner Kleinwort Benson, consider the terms of the Offer to be fair and
reasonable. Accordingly, the Independent Directors will unanimously
recommend Bernard Matthews Shareholders to accept the Offer.
It is intended that, following the Offer becoming or being declared wholly
unconditional and subject to any applicable requirements of the UK Listing
Authority, BMH will procure that Bernard Matthews PLC will apply for the
cancellation of the listing of Bernard Matthews Shares on the Official List.
It is a requirement of the Panel that the arrangements between BMH, Bernard
Matthews PLC, B T Matthews and the Management Team be approved on a poll by
the Independent Shareholders at an extraordinary general meeting of the
Company. Notice of the Extraordinary General Meeting of Bernard Matthews PLC
will be set out in the Offer Document.
Enquiries:
Bernard Matthews Holdings Limited 020 7336 9000 (for today only)
B T Matthews
David Joll
HSBC 020 7336 9000
Jeremy Prescott
Robert Winter
Citigate Dewe Rogerson 020 7336 9000 (a.m.)
David Nolder 020 7638 9571 (p.m.)
Bernard Matthews PLC - Independent Directors 01603 873 710
David McCall
David Newton
Dresdner Kleinwort Benson 020 7623 8000
Chris Treneman
James Rudd
This summary should be read in conjunction with the full text of the attached
press announcement.
HSBC Investment Bank plc ("HSBC"), which is regulated in the United Kingdom
by The Securities and Futures Authority Limited, is acting exclusively for
BMH and no one else in relation to the Offer and the other matters referred
to herein and will not be responsible to anyone other than BMH for providing
the protections afforded to customers of HSBC, or for providing advice in
relation to the Offer and the other matters referred to herein.
Kleinwort Benson Limited ("Dresdner Kleinwort Benson"), which is regulated in
the United Kingdom by The Securities and Futures Authority Limited, is acting
exclusively for Bernard Matthews PLC and no one else in relation to the Offer
and will not be responsible to anyone other than Bernard Matthews PLC for
providing the protections afforded to customers of Dresdner Kleinwort Benson,
or for providing advice in relation to the Offer.
The Offer will not be made directly or indirectly in or into or by the use of
the mails of, or any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national securities exchange of, the United
States, Canada, Australia or Japan. Accordingly, this announcement is not
being, and must not be, issued, mailed or otherwise distributed or sent in,
into or from the United States, Canada, Australia or Japan and persons
receiving this announcement (including custodians, nominees and trustees)
must not distribute or send it in, into or from the United States, Canada,
Australia or Japan.
The Loan Notes to be issued pursuant to the Offer will not be listed, or
dealt in, on any stock exchange and have not been, and will not be,
registered under the United States Securities Act 1993, as amended, or under
any relevant securities laws of any jurisdiction of the United States and the
relevant clearances have not been, and will not be, obtained from the
regulatory authority of any province or territory of Canada. In addition, no
prospectus in relation to the Loan Notes has been, or will be, lodged with or
registered by the Australian Securities Commission and no steps have been,
nor will be, taken to enable the Loan Notes to be offered in compliance with
the applicable securities laws of Japan or any other country or jurisdiction
outside the United Kingdom. The Loan Notes may not be offered, sold or
delivered, directly or indirectly, in or into the United States, Canada,
Japan or Australia or for the account of any North American Person or any
person resident in Japan or Australia or any other jurisdiction if to do so
would constitute a violation of the relevant laws in such jurisdiction.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
BERNARD MATTHEWS HOLDINGS LIMITED
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