news1379856982Application Form_Offer_1014618 New Shares
Contents
1. If you do not apply for New Ordinary Shares within the time allowed your entitlement to apply for those New Ordinary Shares will lapse This letter has no value and is non transferable The Open Offer is not a rights issue Shareholders should be aware that in this Open Offer unlike in a rights issue any Shares not applied for will not be sold in the market on behalf of or placed for the benefit of Shareholders who do not apply under the Offer Applications for New Ordinary Shares will not be accepted from any person not on the register of members on the Record Date Excluded Shareholders Shareholders resident in jurisdictions outside the United Kingdom and Ireland who cannot provide satisfactory assurances as to there being no legal obligations or liabilities on the part of the Company in that jurisdiction with respect to the Offer are not included in the Offer in view of the expense to which the Company would be put in order to determine whether a prospectus registration document or like document would require to be prepared and or filed Restricted Jurisdictions The distribution of this Circular or the Application Form in jurisdictions other than the Ireland and the United Kingdom may be restricted by applicable laws or regulations and this document does not form part of any offer or invitation to sell or issue or the solicitation of any offer to purchase or subscribe for Shares in any jurisdiction where such offer invitation o2. the Restricted Jurisdictions or offered to sold to renounced taken up or delivered in favour of or to a person within the United States or a resident of Canada Australia Japan or any other Restricted Jurisdiction The attention of Overseas Shareholders is drawn to the restrictions on application set out in the paragraph on the Application Form headed Information on how to complete this form Subject to certain exceptions Qualifying Shareholders with registered addresses in or who are located in the Restricted Jurisdictions may not participate in the Offer Neither this Circular nor the Application Form constitutes or will constitute or form any part of an offer or an invitation to apply for or an offer or an invitation to acquire any Ordinary Shares in the United States or any other Restricted Jurisdiction An Application Form has not been sent to any Shareholder located in or having a registered address in the United States or any other Restricted Jurisdiction Unless otherwise agreed by the Company in its sole discretion Application Forms sent from or post marked in the United States or any other Restricted Jurisdiction will be deemed to be invalid and all persons acquiring New Ordinary Shares and wishing to hold such New Ordinary Shares in registered form must provide an address for registration outside the United States or any other Restricted Jurisdiction No New Ordinary Shares will be credited to a stock account in CREST
3. change c If any of the above times or dates should change the revised times and or dates will be notified by an announcement through an RNS 2 Subject to cleared funds being received from the applicant NORISH plc registered in Ireland No 51842 Directors Registered Office Ted O Neill Chairman 6th Floor Norman Hatcliff UK South Bank House Torgeir Mantor Norway Barrow Street William McCarter Dublin 4 Aidan Hughes Secretary Sean Savage 19 September 2013 Offer of 1 014 618 new Ordinary Shares at 40p each Dear Shareholder Your Board has decided to exercise its powers under resolutions passed at the 2013 Annual General Meeting to issue up to 1 014 618 new Ordinary Shares which represent just under 10 of the existing issued share capital in order to raise up to 400 000 net of fees and expenses In the short to medium term Your Board intends to dispose of the Group s Leeds and York sites This share issue of up to 400 000 together with the proceeds of the disposals of Leeds and York will leave the Group in a strong financial position to pursue plans for the continued growth and development of its business These new Ordinary Shares are being offered to shareholders in the Company on the register of members of the Company at close of business on 18 September 2013 the Record Date at a subscription price of 40p per Ordinary Share as follows a Basic Entitlement to subscribe for 1 New Ordinary Share for e
4. of New Ordinary Shares The USE instruction must be properly authenticated in accordance with Euroclear s specifications and must contain in addition to the other information that is required for settlement in CREST the following details i the number of New Ordinary Shares for which application is being made and hence the number of the Open Offer Entitlement s being delivered to Neville Registrars Limited ii the ISIN of the Open Offer Entitlements This is IEOOBF10LV18 in respect of the Basic Entitlement and IEOOBF10LW25 in respect of Excess Shares iii the participant ID of the accepting CREST member iv the member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited v the participant ID of Neville Registrars Limited in its capacity as a CREST receiving agent This is 7RA11 vi the member account ID of Neville Registrars Limited in its capacity as a CREST receiving agent is NORISH vii the amount payable by means of a CREST payment on settlement of the USE instruction This must be the full amount payable on application for the number of New Ordinary Shares referred to in i above viii the intended settlement date This must be on or before 1 p m on 11 October 2013 and ix the Corporate Action Number for the Open Offer This will be available by viewing the relevant corporate action details in CREST In order for an application under the Open Offer to be v
5. Form Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders Recommended latest time for requesting withdrawal of Basic Entitlements and Excess Shares from CREST Latest time for depositing Basic Entitlements and Excess Shares into CREST Latest time and date for splitting of Application Forms to satisfy bona fide market claims only Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction as appropriate Announcement of results of Open Offer Admission and commencement of dealings in new Ordinary Shares CREST members accounts credited in respect of New Ordinary Shares in uncertificated form Close of business on 18 September 2013 18 September 2013 8 00 a m on 19 September 2013 19 September 2013 20 September 2013 4 30 p m on 4 October 2013 3 00 p m on 8 October 2013 3 00 p m on 9 October 2013 1 00 p m on 11 October 2013 14 October 2013 8 00 a m on 18 October 2013 As soon as possible after 8 00 a m on 18 October 2013 Despatch of definitive share certificates for New ara sein NOTE 2 Ordinary Shares in certificated form Minune aye Cl Manes Notes 1 a References to times in this Circular are to London time unless otherwise stated b The dates and timing of the events in the timetable and in the rest of this Circular are indicative only and may be subject to
6. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the course of action to take you should immediately consult your stockbroker bank manager solicitor accountant or other independent financial adviser being in the case of Irish resident shareholders an adviser authorised or exempt under the Investment Intermediaries Act 1995 of Ireland or an authorised investment firm within the meaning of the European Communities Markets in Financial Instruments Regulations 2007 and in the case of UK resident shareholders an independent financial adviser who is authorised to carry on a regulated activity under the Financial Services and Markets Act 2000 of the Uk If you have sold or transferred all your Shares in Norish plc please pass this document and the accompanying Form of Proxy to the purchaser or transferee or to the stockbroker bank or the agent through whom the sale or transfer was effected for transmission to the purchaser or transferee If you have sold or otherwise transferred some of your Shares you should immediately consult the stockbroker bank or other agent through whom the sale or transfer was effected This document is not and should not be construed as a prospectus has not been prepared in accordance with Directive 2003 71 EC on prospectuses or any measures made under that Directive or the laws of Ireland or of any EU Member State or EEA Treaty adherent State that transpose or i
7. alid the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 1 p m on 11 October 2013 In order to assist prompt settlement of the USE instruction CREST members or their sponsors where applicable may consider adding the following non mandatory fields to the USE instruction i a contact name and telephone number in the free format shared note field and ii a priority of at least 80 CREST members and in the case of CREST sponsored members their CREST sponsors should note that the last time at which a USE instruction may settle on 11 October 2013 in order to be valid is 1 00 p m on that day The interest earned on any moneys returned will be retained for the benefit of the Company 4 Not Apply If you do not want to apply under the Open Offer you do not need to take any action Deposit of Open Offer Entitlements into and withdrawal from CREST A Qualifying non CREST Shareholder s entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Application Form may be deposited into CREST either into the account of the Qualifying Shareholder named in the Application Form or into the file name of a person entitled by virtue of a bona fide market claim Similarly Open Offer Entitlements held in CREST may be withdrawn from CREST so that the Open Offer Entitlements are reflected in an Application Form Normal CREST procedures i
8. cess Shares as well as your Basic Entitlement please complete Box 6 on the Application Form which at a minimum must be equal to the number of Ordinary Shares stated in Box 4 plus a number of extra Shares complete Box 7 on the Application Form which will be a sum calculated by multiplying the number of shares in Box 6 by 40p sign date and return this Application Form together with a pounds sterling cheque or banker s draft for the sum inserted by you in Box 7 If you apply for more New Ordinary Shares than you are allocated by signing the Application Form you confirm that the Company and or its agents are irrevocably authorised to return that part of the excess application money which relates to the additional New Ordinary Shares which are not allotted to you without payment of interest to you by ordinary post and at your sole risk Apply for less than your Basic Entitlement If you wish to apply for less than your Basic Entitlement please complete Box 6 this should show the number of New Ordinary Shares for which you want to apply gt complete Box 7 on the Application Form which will be a sum calculated by multiplying the number of shares in Box 6 by 40p sign date and return this Application Form together with a pounds sterling cheque or banker s draft for the sum inserted by you in Box 7 Not Apply If you do not want to apply under the Open Offer you do not need to take any action Qualifying CREST Shareho
9. eans any number of New Ordinary Shares applied for by Qualifying Shareholders in excess of their Basic Entitlement under the Open Offer being i Ordinary Shares not taken up by shareholders under their Basic Entitlement ii Ordinary Shares represented by fractions of shares and iii Ordinary Shares not offered to certain overseas shareholders excluded from the offer which Shares will be allocated in the event of over subscription by reference to the proportion that the shareholder s holding of Shares bears to the total number of Shares on the Record Date held by applicants for this Excess Shares an Ordinary Share to be issued pursuant to the Offer Ordinary Share or Share Offer or Open Offer Open Offer Entitlement Qualifying Shareholders Record Date Restricted Jurisdiction Shareholder or Holder an Ordinary Share of 0 25 in the capital of Norish plc the offer of up to 1 014 618 New Ordinary Shares at 40p each pursuant to the Circular and the Application Form a Holder s Basic Entitlement and Excess Shares Holders other than in a Restricted Jurisdiction close of business on 18 September 2013 the United States Australia Canada Japan the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law a registered holder of an Ordinary Share and End of Document 10
10. ement rounded down to the nearest whole number 1 p m on 11 October 2013 being the time by which an Application Form and means of payment for New Ordinary Shares must have been received in order to be accepted Norish public limited company this circular to Shareholders the relevant system as defined in the CREST Regulations in respect of which Euroclear is the Operator as defined in the CREST Regulations the rules governing the operation of CREST consisting of the CREST Reference Manual CREST International Manual CREST Central Counterparty Service Manual CREST Rules Registrars Service Standards Settlement Discipline Rules CREST Courier and Sorting Services Manual Daily Timetable CREST Application Procedures and CREST Glossary of Terms all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 as amended as published by Euroclear a person who has been admitted by Euroclear as a system participant as defined in the CREST Regulations a person who is in relation to CREST a system participant as defined in the CREST Regulations shall have the meaning given in the CREST Manual the Companies Act 1990 Uncertificated Securities Regulations 1996 as amended a CREST Participant admitted to CREST as a CREST sponsor a CREST member admitted to CREST as a sponsored member which includes all CREST Personal Members Euroclear UK amp Ireland Limited the operator of CREST m
11. lders If you are a Qualifying CREST Shareholder you have the same 4 choices but no Application Form will be sent to you Instead CREST members who wish to apply to acquire some or all of their entitlements to New Ordinary Shares should refer to the CREST Manual for further information on the CREST procedures referred to below If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for New Ordinary Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST 1 2 Apply for Basic Entitlement Only Apply for Basic Entitlement and Excess Shares Apply for less than your Basic Entitlement Qualifying CREST Shareholders who are CREST members and who want to apply for New Ordinary Shares in respect of all option 1 or some option 3 of their Basic Entitlements and any Excess Shares option 2 in CREST must send or if they are CREST sponsored members procure that their CREST sponsor sends a USE instruction to Euroclear which on its settlement will have the following effect i the crediting of a stock account of the Registrar under the participant ID and member account Ordinary Shares applied for and ii the creation of a CREST payment in accordance with the payment arrangements in favour of the payment bank of the Registrar in respect of the amount specified in the USE instruction which must be the full amount payable on application for the number
12. mplement that Directive or those measures has not been reviewed prior to its being issued by any regulatory authority in Ireland or in any other EU Member State or EEA Treaty adherent State and therefore may not contain all the information required where a document is prepared pursuant to that Directive or those laws AN IN NORISH NORISH plc Registered in Ireland under the Companies Acts 1963 to 2012 of Ireland No 51842 Open Offer of up to 1 014 618 new Ordinary Shares at 40p each A letter from the Chairman of Norish plc the Company is set out on pages 3 to 8 of this Circular Accompanying this document is an Application Form for non CREST Shareholders If you are a non CREST Shareholder and would like to subscribe for New Ordinary Shares in this Open Offer please complete the Application Form and return it with your cheque or bankers draft to Neville Registrars Limited Neville House 18 Laurel Lane Halesowen West Midlands B63 3DA UK to arrive no later than 11 October 2013 at 1 p m If you are a CREST Shareholder and would like to subscribe for New Ordinary Shares in this Open Offer please refer to the procedures set out on pages 6 et seq Expected timetable of principal events F Record Date for the Open Offer Announcement of the Open Offer and of the date of posting of the Circular and Application Forms Ex entitlement date for the Open Offer Posting of Circular and Application
13. ncluding timings apply in relation to any such deposit or withdrawal subject in the case of a deposit into CREST as set out in the Application Form A holder of an Application Form who is proposing to deposit the entitlement set out in such form into CREST is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 3 00 p m a m on 8 October 2013 In particular having regard to normal processing times in CREST and on the part of Neville Registrars Limited the recommended latest time for depositing an Application Form with the CREST Courier and Sorting Service where the person entitled wishes to hold the entitlement under the Open Offer set out in such Application Form as Open Offer Entitlements in CREST is 3 00 p m on 8 October 2013 and the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 3 00 p m on 9 October 2013 in either case so as to enable the person acquiring or as appropriate holding the Open Offer Entitlements following the deposit or withdrawal whether as shown in an Application Form or held in CREST to take all necessary steps in connection with applying in respect of the Open Offer Entitlements prior to 1 00 p m on 11 Oct
14. ober 2013 Delivery of an Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Qualifying Shareholder named in the Application Form or into the name of another person shall constitute a representation and warranty to Norish and Neville Registrars Limited by the relevant CREST member s that it they is are not in breach of the provisions of the notes under the paragraph headed Instructions for depositing entitlements under the Open Offer into CREST in the Application Form and a declaration to Norish and Neville Registrars Limited from the relevant CREST to member s that it they is are not citizen s or resident s of any Restricted Jurisdiction and where such deposit is made by a beneficiary of a market claim a representation and warranty that the relevant CREST member s is are entitled to apply under the Open Offer by virtue of a bona fide market claim Yours faithfully Ted O Neill Chairman Application Form Basic Entitlement Closing Date the Company or Norish Circular CREST CREST Manual CREST member CREST Participant CREST payment CREST Regulations CREST sponsor CREST sponsored member Euroclear Excess Shares New Ordinary Share Defined terms the form of application of New Ordinary Shares accompanying the Circular an entitlement to subscribe for 1 Ordinary Share for every 10 Ordinary Shares held on the Record Date such entitl
15. of any Shareholder with a registered address in the United States or any other Restricted Jurisdiction Action to be Taken Generally As a Qualifying Shareholder you have 4 choices 1 Apply for Basic Entitlement Only In this event you are guaranteed to receive the Shares applied for 2 Apply for Basic Entitlement and Excess Shares In this event you are guaranteed to receive the Shares comprised in your Basic Entitlement Applications for Excess Shares will be scaled down in the event of over subscription You will therefore receive all or part of your Excess Shares depending on the number of New Ordinary Shares not taken up by Qualifying Shareholders and the number of New Ordinary Shares applied for by way of Excess Shares by other Qualifying Shareholders 3 Apply for less than your Basic Entitlement In this event you are guaranteed to receive the Shares applied for 4 Not Apply In this event you receive no New Ordinary Shares Qualifying Non CREST Shareholders If you are a Qualifying non CREST Shareholder you exercise your choice as follows 1 Apply for Basic Entitlement Only If you only wish to apply for your Basic Entitlement in full as shown in Box 4 on the accompanying Application Form please sign date and return the Application Form together with a pounds sterling cheque or banker s draft for the sum set out in Box 5 on the accompanying Application Form 2 Apply for Basic Entitlement and Excess Shares If you wish to apply for Ex
16. r solicitation is unlawful Persons in jurisdictions other than Ireland or the United Kingdom into whose possession this Circular or the Application Form comes should inform themselves about and observe any such applicable legal or regulatory requirements in such jurisdiction Any failure to do so may constitute a violation of the securities laws of any such jurisdiction None of the Shares this Circular or the Application Form has been or will be registered under the United States Securities Act of 1933 as amended the Securities Act or under the securities legislation of any state of the United States or any other Restricted Jurisdiction as defined below The relevant clearances have not been and will not be obtained from the securities commission of any province or territory of Canada No document in relation to the Offer has been or will be lodged with or registered by the Australian Securities and Investments Commission No registration statement has been or will be filed with the Japanese Ministry of Finance in relation to the Offer this Circular the Application Form or the Shares Accordingly subject to certain exceptions the New Ordinary Shares may not directly or indirectly be offered sold renounced resold taken up or delivered in or into the United States Australia Canada Japan the Republic of South Africa and any other jurisdiction where the extension or availability of the Offer would breach any applicable law
17. very 10 Ordinary Shares held on the Record Date such entitlement rounded down to the nearest whole number and 2 an entitlement to subscribe for Excess Shares i e to subscribe for further New Ordinary Shares being i Ordinary Shares not taken up by shareholders under their Basic Entitlement ii Ordinary Shares represented by fractions of shares and iii Ordinary Shares not offered to certain overseas shareholders excluded from the offer which New Ordinary Shares will be allocated in the event of over subscription by reference to the proportion that the shareholder s holding of Ordinary Shares bears to the total number of Shares on the Record Date held by applicants for these Excess Shares The New Ordinary Shares are expected to be admitted to trading on AIM on 18 October 2013 Statutory Notices In accordance with section 49 of the Irish Investment Funds Companies and Miscellaneous Provisions Act 2005 draw your attention to the following This is not a prospectus and no prospectus is being issued in connection with this offer Investments may fall as well as rise in value Changes in exchange rates may have an adverse effect on the value price or income of the New Ordinary Shares Although the Ordinary Shares are quoted on AIM it may be difficult for investors to sell or realise the securities and or obtain reliable information about their value or the extent of the risks to which they are exposed Important Notice
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