THIS ANNOUNCEMENT DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY OFFER TO PURCHASE OR SUBSCRIBE FOR ANY SHARES OR OTHER SECURITIES IN THE COMPANY NOR SHALL IT FORM THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER
C&C GROUP PLC
25 July 2013
Notification of transfer from a Standard Listing to a Premium Listing on the Official List of the UK Listing Authority
C&C Group plc (the "Company" and with its subsidiaries, "C&C" or the "Group") announces that it is proposing to transfer the listing category of its ordinary shares (the "Ordinary Shares") from a Standard Listing to a Premium Listing on the official list of the UK Listing Authority ("Official List") under Rule 5.4A of the Listing Rules. It is anticipated that this transfer will take effect at 8.00 a.m. on 22 August 2013.
1. Background to and reasons for the proposed transfer from a Standard Listing to a Premium Listing
C&C is a leading manufacturer, marketer and distributor of branded long alcoholic drinks and non-alcoholic drinks. The Group manufactures Bulmers, the leading Irish cider brand, Magners, the premium international cider brand, the Gaymers cider range of branded and private label ciders and the Tennent's beer brand. C&C also owns Woodchuck and Hornsby's, two of the leading craft cider brands in the United States. The Group also distributes a number of beer brands in the Scottish, Irish and Northern Irish markets, primarily for Anheuser-Busch InBev.
The Company has a primary listing on the official list of the Irish Stock Exchange ("ISE") and a secondary listing on the Standard Listing segment of the Official List and its entire Ordinary Share capital is admitted to trading on the main market for listed securities of the London Stock Exchange ("Main Market") and the Main Securities Market of the ISE.
The Company expects to be able to meet the relevant requirements of Chapter 6 of the Listing Rules and is seeking to transfer its category of listing on the Official List from a Standard Listing to a Premium Listing. The board of C&C believe that a transfer to a Premium Listing is a logical step towards achieving its objective of meeting the highest standards of corporate governance. Accordingly, the board of the Company has concluded that it would be in the best interests of the Company and its shareholders as a whole to transfer C&C's listing from a Standard Listing to a Premium Listing under Rule 5.4A of the Listing Rules.
The Company has therefore requested that the UK Listing Authority approve the transfer of the listing category of the Ordinary Shares from a Standard Listing to a Premium Listing with effect from 8.00 a.m. on 22 August 2013. As at 23 July 2013, the Company had 344,652,099 Ordinary Shares in issue. It is proposed that all of the Ordinary Shares will be transferred to a Premium Listing. The Transfer has no effect on the Company's primary listing on the ISE.
2. Effect of the transfer from a Standard Listing to a Premium Listing
The effect of the transfer of the category of listing from a Standard Listing to a Premium Listing is that certain additional provisions of the Listing Rules will now apply to the Company. Provisions equivalent to many of these already apply and are in effect through the Company's primary listing on the ISE. These provisions, set out under Chapters 6 to 13 (inclusive) of the Listing Rules, relate to the following matters:
· the application of certain requirements that are specific to premium listed companies (Chapter 6);
· the application of the Listing Principles (Chapter 7);
· the requirement to appoint a sponsor (Chapter 8);
· the requirement to comply with various continuing obligations, including
compliance with the Model Code and compliance with all relevant
provisions of the UK Corporate Governance Code (or provide an explanation
for any non-compliance, if applicable, in its annual financial report) (Chapter 9);
· the requirement to announce, or obtain shareholder approval for, certain transactions (depending on their size and nature) and for certain transactions with 'related parties' of the Company (Chapters 10 and 11);
· certain restrictions in relation to the Company dealing in its own securities and treasury shares (Chapter 12); and
· various specific contents requirements that will apply to circulars issued by the Company to its shareholders (Chapter 13).
3. Working capital
In the opinion of the Company, the Group has sufficient working capital available for the Group's requirements for at least the next 12 months from the date of this announcement.
4. Board of Directors
The current composition of the board is as follows:
Chairman, Non-Executive Director |
Sir Brian Stewart |
Group Chief Executive Officer |
Stephen Glancey |
Group Chief Financial Officer |
Kenny Neison |
Managing Director, International Division |
Joris Brams |
Non-Executive Director |
Stewart Gilliland |
Non-Executive Director |
John Hogan |
Non-Executive Director |
Richard Holroyd |
Non-Executive Director |
Breege O'Donoghue |
Non-Executive Director |
Anthony Smurfit |
5. Irish Takeover Rules
The Company, as a company incorporated in Ireland with securities admitted to trading on a regulated market in Ireland, is subject to the Irish Takeover Rules as administered by the Irish Takeover Panel. As the Company has its registered office and its place of central management and control in Ireland, it is not subject to the UK Takeover Code. The Company is required to adhere to the "general principles" set out in the Irish Takeover Panel Act, 1997 which closely mirror those set out in the UK Takeover Code. The Company is compliant with and will remain subject to Irish Takeover Rules.
Shareholders in the Company are afforded equivalent protections under the Irish Takeover Rules as they would be afforded should the UK Takeover Code apply to the Company.
6. Appointment of sponsors
J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove" or "JPMC") and J&E Davy ("Davy") are acting as joint sponsors to the Company in relation to the Company's proposed transfer to Premium Listing. J.P. Morgan Cazenove has given and has not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included. Davy has given and has not withdrawn its written consent to the inclusion of the reference to its name in the form and context in which it is included.
7. Financial information on C&C
The documents listed below are incorporated by reference into this document and are available free of charge from the offices of C&C at 3rd Floor, Block 71, The Plaza, Parkwest Business Park, Dublin 12 up to and including the date of transfer to Premium Listing and from the Company's website at www.candcgroupplc.com.
Information incorporated by reference into this document |
Reference document |
Financial information on the Group for the financial year ended 28 February 2011 |
Annual Report and Accounts 2011 |
Financial information on the Group for the financial year ended 29 February 2012 |
Annual Report and Accounts 2012 |
Financial information on the Group for the financial year ended 28 February 2013 |
Annual Report and Accounts 2013 |
Enquiries
C&C Group plc
Alan Daly, Head of Investor Relations
Tel: +353 1 654 6239
J.P. Morgan Cazenove
Dwayne Lysaght / Caroline Cormier / Virginia Khoo
Tel: +4420 7588 2828
Davy
John Frain / David Nangle
Tel: +353 1 679 6363
FTI Consulting
Mark Kenny /Jonathan Neilan
Tel: +353 1 663 3686
Definitions
"Irish Listing Rules" means the listing rules of The Irish Stock Exchange Limited;
"Irish Market Abuse Regulations" means the Market Abuse (Directive 2003/6/EC) Regulations 2005 of Ireland;
"Irish Transparency Regulations" means the Transparency (Directive 2004/109/EC) Regulations 2007 of Ireland (as amended);
"Irish Takeover Rules" means the Takeover Panel Act 1997, Takeover Rules 2007 and 2008 of Ireland;
"Listing Rules" means the listing rules made by the UK Listing Authority under Section 75A of the Financial Services and Markets Act 2000 (as amended);
"Model Code" means the Model Code on directors' dealings in securities set out in Annex 1 of Chapter 9 of the Listing Rules;
"Premium Listing" means a listing on the premium listing segment of the Official List;
"Standard Listing" means a listing on the standard listing segment of the Official List;
"Transfer" means the transfer of the Ordinary Shares from a Standard Listing to a Premium Listing;
"UK Corporate Governance Code" means the UK Corporate Governance Code published in September 2012 by the Financial Reporting Council.
IMPORTANT NOTICE:
The contents of this announcement have been prepared by and are the sole responsibility of the Company. The Company is not offering any Ordinary Shares or other securities in connection with the proposals described in this announcement. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities in the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, the Company's earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.
Subject to the Company's regulatory obligations, including under the Irish Listing Rules, the Irish Market Abuse Regulations and the Irish Transparency Regulations, the Listing Rules, the Disclosure Rules and Transparency Rules and the Financial Services and Markets Act 2000, neither the Company, JPMC nor Davy undertakes any obligation to update publicly or revise any forward looking-statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of the Company to comply with its regulatory obligations.
The contents of the Company's website do not form part of this announcement.
J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and Financial Conduct Authority in the United Kingdom, is acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of JPMC, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on JPMC by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, neither JPMC nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of JPMC in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by JPMC, or on behalf of JPMC in connection with the Company or the Transfer. JPMC accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of JPMC, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
Davy, which is regulated in Ireland by the Central Bank of Ireland, is acting for the Company and for no one else in connection with the Transfer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Davy, nor for providing advice in relation to the Transfer, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Davy by the applicable regulatory regimes, neither Davy nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Davy in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Davy, or on behalf of Davy in connection with the Company or the Transfer. Davy accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Davy, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
