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10Dec201406403091 10DEC201406403091 This document comprises a prospectus relating to the New Greene King Shares and has been prepared in accordance with the Prospectus Rules made under section 73A of the Financial Services and Markets Act 2000 (as amended) (the ‘‘FSMA’’) and has been approved by the Financial Conduct Authority (the ‘‘FCA’’) under the FSMA. This document has been made available to the public in accordance with Prospectus Rule 3.2. Greene King and the Directors whose names appear on page 32 of this document accept responsibility for the information contained in this document. To the best of the knowledge of Greene King and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and contains no omission likely to affect the import of such information. Investors should read the whole of this document carefully. In particular, investors should take account of the section entitled Risk Factors on pages 16 to 25 of this document for a discussion of the risks which might affect the value of an investment in Greene King, the Combined Group and the Greene King Shares. 10DEC201406403091 GREENE KING PLC (Incorporated in England and Wales with registered number 00024511) Proposed issue of up to 90,000,000 new ordinary shares in connection with the proposed acquisition of Spirit Pub Company plc to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 and Application for admission of up to 90,000,000 new ordinary shares to the premium listing segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange Greene King Shares are currently listed on the premium listing segment of the Official List and traded on the London Stock Exchange’s main market for listed securities. Applications will be made to the FCA for the New Greene King Shares to be issued pursuant to the Offer, to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Greene King Shares to be admitted to trading on its main market for listed securities. It is expected that Admission will become effective and that dealings in the New Greene King Shares will commence at 8.00 a.m. on the Business Day following the Effective Date which, subject to the satisfaction or waiver (if capable of waiver) of certain Conditions, including the sanction of the Scheme by the Court, is expected to occur in the first half of 2015 (although this date is subject to change). The New Greene King Shares will rank pari passu in all respects with the Existing Greene King Shares in issue at the date of this document, save that they will not participate in any dividend payable by Greene King by reference to a record date prior to the Effective Date. No application has been made for the New Greene King Shares to be admitted to listing or dealt with on any other exchange. Investors should only rely on the information contained in this document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised by Greene King, the Directors or the Joint Sponsors. No representation or warranty, express or implied, is made by the Joint Sponsors as to the accuracy or completeness of such information, and nothing contained in this document is, or shall be relied upon as, a promise or representation by the Joint Sponsors as to the past, present or future. In particular, the contents of Greene King’s and Spirit websites do not form part of this document and investors should not rely on them. Without prejudice to any legal or regulatory obligation on Greene King to publish a supplementary prospectus pursuant to section 87G of the FSMA and Prospectus Rule 3.4, neither the delivery of this document nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Combined Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document. Persons who come into possession of this document should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this document and the Offer. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction. The contents of this document should not be construed as legal, business or tax advice. Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as joint financial adviser and joint sponsor for Greene King and no one else in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Offer and Admission and will not be responsible to anyone other than Greene King for providing the protections afforded to its clients nor for the giving of advice in relation to the Offer or Admission or any other matter or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Lazard & Co., Limited by the FSMA or the regulatory regime established thereunder, Lazard & Co., Limited accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with Greene King, the New Greene King Shares or the Offer. Lazard & Co., Limited, its subsidiaries, branches and affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. Nothing in this document excludes, or attempts to exclude, Lazard & Co., Limited’s liability for fraud or fraudulent misrepresentation. Citigroup Global Markets Limited, which is authorised and regulated by the FCA and the Prudential Regulation Authority, is acting as joint financial adviser and joint sponsor for Greene King and no-one else in connection with the Offer and Admission and will not regard any other person (whether or not a recipient of this document) as its client in relation to the Offer and Admission and will not be responsible to anyone other than Greene King for providing the protections afforded to its clients nor for the giving of advice in relation to the Offer or Admission or any other matter or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Citigroup Global Markets Limited by the FSMA or the regulatory regime established thereunder, Citigroup Global Markets Limited accepts no responsibility whatsoever for the contents of this document, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with Greene King, the New Greene King Shares or the Offer. Citigroup Global Markets Limited, its subsidiaries, branches and affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement. Nothing in this document excludes, or attempts to exclude, Citigroup Global Markets Limited’s liability for fraud or fraudulent misrepresentation. Notice to Overseas Shareholders General The release, publication or distribution of this document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and should observe, any applicable requirements. Any failure to comply with these requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Greene King or required by the Code, and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this document and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the New Greene King Shares to Spirit Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. Notice to US Spirit Shareholders The Offer relates to the shares of a UK company and is to be made by means of a scheme of arrangement provided for under the laws of England and Wales.
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