CORUS GROUP PLC
29 MARCH 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
CORUS GROUP PLC (THE "COMPANY" OR "CORUS")
DEALINGS IN CORUS SHARES SUSPENDED
Corus today announces that, as of 5.30 p.m. today (Amsterdam time), dealings in
the ordinary shares of 50 pence each in the capital of Corus (the "CORUS
SHARES") on Euronext in Amsterdam will be suspended and, as of 7.30 a.m.
tomorrow (London time), dealings in Corus Shares on the London Stock Exchange
will be suspended. This follows the scheme of arrangement (the "SCHEME")
relating to the recommended offer for Corus by Tata Steel UK Limited at a price
of 608 pence per ordinary share in cash (the "TATA OFFER") having been
sanctioned by the High Court of Justice in England and Wales (the "COURT") at a
hearing held on 27 March 2007. The Scheme was approved by the requisite
majorities of Corus shareholders at the Court Meeting and the Extraordinary
General Meeting, which were held on 7 March 2007.
The expected timetable of the remaining principal events required to implement
the Scheme is as follows:
30 March 2007 - Court hearing to confirm the Reduction of Capital
2 April 2007 - Effective Date of the Scheme and the Reduction of Capital
Tata Steel announced on 7 February 2007 that it intends to despatch the
consideration pursuant to the Scheme as soon as practicable following the
Effective Date and, if practicable, on the Effective Date. Tata Steel is, in any
event, required under the terms of the Scheme to despatch the consideration
pursuant to the Scheme not more than 14 days after the Effective Date.
Capitalised terms used, but not defined, in this announcement have the same
meaning as given to them in the circular posted to shareholders on 10 November
2006 (the "SCHEME DOCUMENT").
Enquiries
Corus Group plc
Emma Tovey, Director, Investor Relations
Tel: +44 (0)20 7717 4514
Brunswick (PR adviser to Corus)
Kevin Byram, Partner
Tel: +44 (0)20 7396 5352
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This announcement is not intended to and does not constitute, or form part of,
any offer or invitation to purchase any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Tata Offer or otherwise.
The Tata Offer is made solely through the Scheme Document and the revised scheme
document, which was posted to shareholders on 12 February 2007 (the "REVISED
SCHEME DOCUMENT"). The Scheme Document and the Revised Scheme Document contain
the full terms and conditions of the Tata Offer.
The availability of the proposals described herein to persons who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not so resident should inform themselves about
and observe any applicable requirements. Further details in relation to overseas
shareholders are provided in the Scheme Document and the Revised Scheme
Document.
The publication of this announcement in jurisdictions other than England and
Wales may be restricted by law and therefore persons in such jurisdictions into
whose possession this announcement comes should inform themselves about and
observe such restrictions. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This announcement has been prepared for the purposes of complying
with English law and the Takeover 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 of England and
Wales.
Corus is currently subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "EXCHANGE ACT"), and, in accordance
therewith, files reports and other information with the US Securities and
Exchange Commission (the "SEC"). Reports and other information filed by Corus
with the SEC may be inspected and copies taken at the public reference
facilities maintained by the SEC at Room 1580, 100 F Street, N.E., Washington,
DC 20549, United States. Copies of such material may also be obtained by mail
from the Branch of Public Reference of the SEC at 100 F Street, N.E.,
Washington, DC 20549, United States at prescribed rates and, with respect to
certain reports and information, free of charge on the SEC's website at
www.sec.gov. In addition, such material may be obtained from the website of the
New York Stock Exchange at www.nyse.com.
The loan notes that may be issued pursuant to the Tata Offer (the "LOAN NOTES")
have not been and will not be registered under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), or under the relevant securities laws of any
state or territory or other jurisdiction of the United States. Accordingly, Loan
Notes may not be offered or sold in the United States, except in a transaction
not subject to, or in reliance on an exemption from, the registration
requirements of the Securities Act and such state securities laws.
Any Loan Notes which may be issued pursuant to the Tata Offer have not been and
will not be registered under the relevant securities laws of the Netherlands or
Japan and any relevant clearances and registrations have not been, and will not
be, obtained from the securities commission of any province of Canada. No
prospectus in relation to the Loan Notes has been, or will be, lodged with, or
registered with, the Australian Securities and Investments Commission, the Dutch
Listing Authority or the Japanese Ministry of Finance. Accordingly, unless
otherwise determined by Tata Steel UK Limited and permitted by applicable law
and regulation, the Loan Notes may not be offered, sold, resold, transferred,
delivered or distributed,
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directly or indirectly in or into the Netherlands, Canada, Australia or Japan or
any other jurisdiction where to do so would violate the laws of that
jurisdiction or would require registration thereof in such jurisdiction.
The Dutch Listing Authority has not reviewed, approved or disapproved this
announcement, the Tata Offer or the Loan Notes nor has it expressed a view on
the accuracy or adequacy of this announcement.
The Tata Offer relates to the shares of a UK company and is proposed to be made
by means of a scheme of arrangement under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the tender offer
rules under the Exchange Act. Accordingly, the Tata Offer is subject to the
disclosure requirements, rules and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the requirements of US tender offer
rules. Financial information included in the relevant documentation will have
been prepared in accordance with accounting standards applicable in the UK and
India that may not be comparable to the financial statements of US companies.
This announcement includes "forward-looking statements" under United States
securities laws, including statements about the expected timing of the Tata
Offer and all other statements in this announcement other than statements of
historical fact. Forward-looking statements include, without limitation,
statements that typically contain words such as "will", "may", "should",
"continue", "aims", "believes", "expects", "estimates", "intends",
"anticipates", "projects", "plans" or similar expressions. By their nature,
forward-looking statements involve known or unknown risks and uncertainties
because they relate to events and depend on circumstances that all occur in the
future. Actual results may differ materially from those expressed in the
forward-looking statements depending on a number of factors, including, but not
limited to, the satisfaction of the conditions to the Tata Offer, future market
conditions, the behaviour of other market participants, an adverse change in the
economic climate, a fluctuation in the level of clients' commercial activity,
appropriate consultation with employee representative bodies, a loss of key
personnel and the extent to which the Corus and Tata Steel businesses are
successfully integrated. Many of these risks and uncertainties relate to factors
that are beyond the companies' abilities to control or estimate precisely, such
as future market conditions and the behaviours of other market participants. The
forward-looking statements contained in this announcement are made as of the
date hereof, and Corus assumes no obligation and does not intend publicly to
update or revise these forward-looking statements, whether as a result of future
events, new information or otherwise except as required pursuant to applicable
law.
Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Corus, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the scheme of arrangement relating to the Tata Offer
becomes effective, lapses or is otherwise withdrawn or on which the "offer
period" otherwise ends. If two or more persons act together pursuant to an
agreement or understanding, whether formal or informal, to acquire an
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"interest" in "relevant securities" of Corus, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Corus by Tata Steel Limited, Tata Steel, Companhia
Siderurgica Nacional, CSN Acquisitions Limited or Corus, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website. If you are in any doubt as to whether or not you
are required to disclose a "dealing" under Rule 8 you should consult the Panel.