Spirit Pub : PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 4 November 2014, the Boards of Spirit and Greene King announced that they had reached agreement on the terms of a recommended offer pursuant to which Greene King will acquire the entire issued and to be issued ordinary share capital of Spirit (the "Offer").  As outlined in that announcement, the Offer is to be effected by means of a Court-approved scheme of arrangement between Spirit and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").

Accordingly, Spirit announces that it is today posting to Spirit Shareholders a document relating to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy.  The Scheme Document sets out, amongst other things, the full terms and conditions of the Offer, an explanatory statement in relation to the Scheme in compliance with section 897 of the Companies Act 2006, notices of the required meetings of Spirit Shareholders, an indicative timetable of principal events and details of the action to be taken by Spirit Shareholders.  Spirit Shareholders will also be able to inspect a prospectus issued by Greene King in relation to the new Greene King shares to be allotted and issued to them pursuant to the Offer (the "Prospectus") on Greene King's website www.greeneking.co.uk, at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ and at the National Storage Mechanism www.morningstar.co.uk/uk/NSM.

Timetable

As further detailed in the Scheme Document, in order to become effective, the Scheme will require, amongst other things, the approval of Scheme Shareholders at the Court Meeting (by a majority in number of the Spirit Shareholders present and voting (in person or by proxy) at the Court Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Spirit Shareholders) and the passing of a special resolution at the Spirit General Meeting.  Notices convening the Court Meeting and the Spirit General Meeting, commencing at 3.30 p.m. (or as soon thereafter as Spirit's AGM is concluded or adjourned) and 3.45 p.m. (or as soon thereafter as the Court Meeting is concluded or adjourned), respectively, on 13 January 2015 at The Greswolde Arms Hotel, High Street, Knowle, Solihull, B93 0LL, are contained in the Scheme Document.

Completion of the Offer is also conditional upon, amongst other things, the approval of Greene King Shareholders and the Competition and Markets Authority indicating, on terms reasonably satisfactory to Greene King and Spirit, that it does not intend to make a Phase 2 CMA reference of the Offer (or of any matter arising from or relating to the Offer). Greene King is today dispatching a circular to Greene King Shareholders seeking their approval for the Offer at a general meeting of Greene King to be held on 13 January 2015.

Subject to the approval of Spirit Shareholders, Greene King Shareholders and the Court as outlined above, and to the satisfaction of the other Conditions, the Scheme is expected to become effective by the end of the first half of 2015.

The expected timetable of principal events is attached as an Appendix to this announcement.

Holders of Spirit Shares should carefully read the Scheme Document and the Prospectus in its entirety before making a decision with respect to the Scheme.

All references to time in this announcement are to London time.  Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

Spirit
Mike Tye, Chief Executive
Paddy Gallagher, Finance Director
+44 (0)1283 498 400

Goldman Sachs International (Financial Adviser and Corporate Broker to Spirit)
Anthony Gutman
Nick Harper
Phil Shelley (Corporate Broking)
+44 (0)207 774 1000

Numis Securities Limited (Corporate Broker to Spirit)
Alex Ham
James Serjeant
+44 (0)207 260 1000

Brunswick Group LLP (PR Adviser to Spirit)
Nick Cosgrove
Natalia Dyett
+44 (0)207 404 5959