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RECKITT BENCKISER GROUP PLC - RB

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the actionyou should take, you are recommended to seek your own independent financial advice immediately from yourstockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under theFinancial Services and Markets Act 2000, if you are resident in the United Kingdom, or, if not, from anotherappropriately authorised independent financial you have sold or otherwise transferred all of your RB Ordinary Shares.

RECKITT BENCKISER GROUP PLC (Incorporated under the Companies Act 1985 and registered in England and Wales with registered number 6270876) Proposed Demerger of Reckitt Benckiser Group plc’s pharmaceuticals business and Notice of General Meeting

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Transcription of RECKITT BENCKISER GROUP PLC - RB

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the actionyou should take, you are recommended to seek your own independent financial advice immediately from yourstockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under theFinancial Services and Markets Act 2000, if you are resident in the United Kingdom, or, if not, from anotherappropriately authorised independent financial you have sold or otherwise transferred all of your RB Ordinary Shares.

2 Please forward this document, together withthe accompanying documents, as soon as possible to the purchaser or transferee or to the bank, stockbroker or otheragent through or to whom the sale or transfer was effected, for onward transmission to the purchaser or person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legalobligation or may otherwise intend to forward this document to any jurisdiction outside the UK should seekappropriate advice before taking any distribution of this document together with the accompanying Form of Proxy into jurisdictions other than the UKmay be restricted by law.

3 Persons into whose possession these documents come should inform themselves about andobserve any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securitieslaws of any such jurisdiction. Application will be made to the UKLA and to the London Stock Exchange for the IndiviorOrdinary Shares to be admitted to the premium listing segment of the Official List and to trading on the main marketfor listed securities of the London Stock Exchange, respectively. It is expected that Admission of the Indivior OrdinaryShares will become effective and that dealings in the Indivior Ordinary Shares will commence on the London StockExchange at on Tuesday 23 December of the Indivior Ordinary Shares which are to be issued pursuant to the Demerger are to be issued to holders of RBOrdinary Shares on the RB Share Register at the Demerger Record Time and no Indivior Ordinary Shares have beenmarketed to, nor are any available for purchase, in whole or in part, by.

4 The public in the UK or elsewhere in connectionwith document has been prepared in connection with the Demerger and, unless the context otherwise requires,assumes that the Demerger Resolution in the Notice of Meeting at the end of this Circular will be passed at the RBGeneral Meeting to be held at on Thursday 11 December 2014 and that the Demerger is BENCKISER GROUP PLC(Incorporated under the Companies Act 1985 and registered in England and Wales withregistered number 6270876)Proposed Demerger of RECKITT BENCKISER GROUP plc s pharmaceuticals businessandNotice of General MeetingThis Circular does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for,sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase,otherwise acquire or subscribe for, any Circular does not constitute a prospectus or prospectus equivalent document.

5 The Indivior Prospectus relatingto Indivior (including details of the Indivior Ordinary Shares) has been published on RB s website at should read the whole of this document and any documents incorporated herein by reference. Your attention isdrawn to the letter from the Chairman of RB, which is set out on pages 5 to 10, and which recommends that you votein favour of the Demerger Resolution, and to the Notice of Meeting which appears at the end of this Circular. The RBGeneral Meeting will be held on Thursday 11 December 2014 at at the offices of Nomura International plc, 1 Angel Lane, London EC4R 3AB.

6 A Form of Proxy for use at the RB General Meeting is enclosed and, to be valid, shouldbe completed, signed and returned following the procedures described in the notes to the Notice of Meeting so as tobe received by the Company s Registrars as soon as possible but, in any event, so as to arrive no later than onTuesday 9 December 2014 (or, in the case of an adjourned meeting, at least 48 hours before the time appointed forholding the adjourned meeting). Alternatively, shareholders may submit their vote via the internet by accessing thewebsite of the Registrars ( ).

7 CREST members may also choose to utilise the CREST electronic proxy appointment service in accordance with the procedures set out in the Notice of Meeting at the endof this document. Completion and return of a Form of Proxy will not prevent members from attending and voting inperson should they wish to do (4)LR (6)Deutsche Bank and Morgan Stanley are acting for RB as financial advisers and for Indivior as joint sponsors, andJefferies is acting for RB and Indivior as financial adviser, in connection with the Demerger and no one else and willnot be responsible to anyone other than RB and Indivior for providing the protections afforded to their clients or forproviding advice in relation to the Demerger or other matters referred to in this document.

8 Other than to the extentrequired by law or applicable regulation in the United Kingdom. Deutsche Bank is authorised under German BankingLaw (competent authority: BaFin Federal Financial Supervisory Authority) and also authorised by the PRA, but mayonly be subject to limited regulation in the UK by the FCA and the PRA. Morgan Stanley is authorised by the PRA andregulated in the UK by the PRA and the FCA. Jefferies is regulated in the UK by the from the responsibilities and liabilities, if any, which may be imposed on Deutsche Bank, Morgan Stanley orJefferies by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any otherapplicable jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void orunenforceable, neither Deutsche Bank, Morgan Stanley.

9 Jefferies nor any person affiliated with any of them accept anyresponsibility whatsoever and make no representation or warranty, express or implied, in respect of the contents ofthis document or accuracy or completeness of the information set forth in this document, in connection with RB,Indivior, the RB Ordinary Shares, the Indivior Ordinary Shares, or the Demerger and nothing contained in thisdocument is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or thefuture.

10 Deutsche Bank, Morgan Stanley and Jefferies have not, nor has any person affiliated with Deutsche Bank,Morgan Stanley or Jefferies, assumed responsibility for the accuracy or completeness of this document andaccordingly they disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort,contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. THE CONTENTS OF THIS DOCUMENT ARE NOT TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE.


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