Boparan Offer for Northern Foods Declared Unconditional in All Respects

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 of Northern Foods.

4/8/2011 --- Ranjit Boparan has been informed by the Irish Competition Authority that it has determined under Section 21(2)(a) or Section 22(3)(a) of the Irish Competition Act that its £342m cash bid Offer for Northern Foods may be put into effect.

Accordingly, Boparan has announced that each of the conditions to the Offer, as set out in the Offer Document, have been satisfied or waived and the Offer is now declared unconditional in all respects.

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).

The Offer will now remain open for acceptances until further notice. At least 14 days’ notice will be given by an announcement before the Offer is closed.

Cash consideration will be paid within 14 days of the date of this announcement to those accepting Northern Foods Shareholders whose valid acceptances have already been received. Payment of cash consideration in respect of valid acceptances received after the date of this announcement will be made within 14 days after receipt of such valid acceptance.

Northern Foods Shareholders who hold their Northern Foods Shares in certificated form (that is, not in CREST) and wish to accept the Offer, should do so, as soon as possible, by completing, signing and returning the Form of Acceptance in order to accept the Offer in accordance with the instructions set out in the Offer Document and on the Form of Acceptance.

Northern Foods Shareholders who hold their Northern Foods Shares in uncertificated form (that is, in CREST) and wish to accept the Offer, should do so electronically through CREST, as soon as possible, in accordance with the instructions set out in the Offer Document. If you hold Northern Foods Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear in relation to your Northern Foods Shares.

As Boparan owns or is in receipt of valid acceptances in respect of more than 75 per cent of the existing issued share capital of Northern Foods and the offer has been declared unconditional, the 20 Business Days’ notice period for the cancellation of the admission to trading of Northern Foods on the London Stock Exchange’s market for listed securities and the admission to listing of such securities on the UKLA’s Official List has commenced. It is anticipated that cancellation of listing on the Official List and of admission to trading on the London Stock Exchange’s market for listed securities will take effect on or around the 11 May 2011.
 
De-listing will significantly reduce the liquidity and marketability of any Northern Foods Shares not assented to the Offer at that time.
 
It is also intended that, following the cancellation of the listing of the Northern Foods Shares on the Official List and the cancellation of the admission to trading in Northern Foods Shares on the London Stock Exchange's market for listed securities, Northern Foods will be re-registered as a private limited company under section 97 of the Companies Act 2006 (the “Re-Registration”).
It is anticipated that a shareholder circular in respect of the Re-Registration will be posted to Northern Foods Shareholders as soon as practicable following the date of this announcement.