CK Asset Holdings Limited (SEHK:1113) reached an agreement to acquire Greene King plc (LSE:GNK) for £2.6 billion on August 19, 2019. Under the terms of the agreement, transaction will be implemented through a court-sanctioned scheme of arrangement under which Greene King shares will be entitled to receive cash £8.5 per share in exchange. In addition, the agreement allows for the distribution of the previously announced final dividend for the 52 weeks ended April 28, 2019 of 24.4 pence per Greene King Share to be paid on September 13, 2019. The transaction will be financed from the existing cash resources of CK Asset. Upon-completion, Greene King will be de-listed and will be re-registered as a private limited company. In case of termination, CK Asset will pay a fee of £53.1 million. Post-completion, the management and employees at Greene King will be retained. Greene King will continue to operate from its current headquarter.

With respect to the voting, Greene King Directors holding 155,026 shares representing 0.05% shareholding and CK Asset Directors holding 481,758 shares representing 0.013% shareholding in their respective companies, undertook irrevocable undertakings to vote in favor of the transaction at their General Meetings. Additionally, Li family trusts is also expected to provide further undertakings. The scheme document is expected to be published within next 28 days. CK Asset circular will be published on or about September 16, 2019. The transaction is subject to approval from CK Asset shareholders and 75% shareholders of Greene King, approval from European Commission and sanction of the scheme by the court. The Greene King and CK Asset Directors intend unanimously to recommend Greene King Shareholders to vote in favor of transaction. The Court Meeting and the Greene King General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be on October 9, 2019. The court and shareholder meeting of Greene King shareholders is scheduled on October 9, 2019. On October 9, 2019, the shareholders of CK Asset Holdings approved the transaction in the extraordinary general meeting. As of October 17, 2019, European Commission has unconditionally approved the transaction and the regulatory conditions of the scheme document has now been satisfied. The acquisition remains subject to the sanction by the court at the sanction hearing, the delivery of a copy of the scheme court order to the registrar of companies and the satisfaction or the waiver of the remaining conditions to the scheme. As of October 29, 2019, the scheme is sanctioned by the Court. The scheme is expected to become effective in fourth quarter of 2019. The long stop date is March 31, 2020. As of October 29, 2019, the transaction is expected to be completed on October 30, 2019.

Ashley Gillard, John Deans and Edward Duckett of N M Rothschild & Sons Limited along with David Wormsley, Andrew Seaton, Edward McBride and Christopher Wren of Citigroup Global Markets Limited acted as financial advisors while Dan Schuster-Woldan and Nick Rumsby of Linklaters LLP acted as legal advisors for Greene King. Anthony Parsons, David Plowman, Aamir Khan and Edmond Tin of HSBC Bank plc acted as financial advisors and Lee Coney, Nick Rees, Alex Nourry, Sonia Gilbert and Matt Taylor of Clifford Chance LLP acted as legal advisors for CK Asset. Greene King paid £3 million for legal advice, £0.2 million for accounting advice and £18.5 million for financial and corporate broking advice. CK paid £10 million for for financial and corporate broking advice, £2.6 million for legal advice and £1.2 million for accounting advice. Norton Rose Fulbright acted as legal advisor to HSBC.

CK Asset Holdings Limited (SEHK:1113) completed the acquisition of Greene King plc (LSE:GNK) on October 30, 2019. An application has been made to the FCA and the London Stock Exchange in relation to the cancellation of Greene King's listing on the premium listing segment of the Official List and the trading of the Greene King Shares on the London Stock Exchange's Main Market, which are expected to take effect on October 31, 2019. Greene King ADR program will be terminated on October 31, 2019. Each of the Greene King Non-Executive Directors will resign as Directors of Greene King and George Magnus, Gerald Ma, Peter Macnab, Andrew Hunter and David Dyson will be appointed as Directors of Greene King with immediate effect.