Spirit Pub Company plc

20 October 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Spirit Pub Company plc ("Spirit" or the "Company")

Update regarding Possible Offer from Greene King plc ("Greene King")

The Board of Spirit (the "Board") announces that it received a revised proposal from Greene King on 18 October 2014 (the "Revised Proposal") regarding a possible offer for Spirit. 

The Revised Proposal comprises 0.1322 Greene King shares per Spirit share and a cash payment of 8 pence (including any 2014 final dividend) representing an indicative value of approximately 109.5 pence per Spirit share based on the closing price of Greene King shares on 17 October 2014. Under the Revised Proposal, Spirit shareholders would own approximately 29 per cent of combined new Greene King.  The Revised Proposal remains conditional on, amongst other things, confirmatory due diligence and the recommendation of the Board of Spirit.

The Board of Spirit has indicated to Greene King that it would be willing to recommend an offer at the level of the Revised Proposal to Spirit shareholders subject to the satisfactory resolution of the other terms of the offer. Accordingly, the Board is in discussions with Greene King in relation to these terms.

In accordance with Rule 2.6(a) of the Takeover Code, Greene King has until 5.00pm on 21 October 2014 (or such later time and/or date as may be agreed by the Takeover Panel) to announce either a firm intention to make an offer for Spirit or that it does not intend to make an offer.  With the consent of the Takeover Panel, Spirit has agreed to an extension of the relevant deadline under Rule 2.6(c) of the Takeover Code until 5.00pm on 30 October 2014 to enable the parties to conclude their ongoing discussions.  This deadline may be extended further with the consent of the Takeover Panel, at Spirit's request, in accordance with Rule 2.6(c) of the Takeover Code.

There can be no certainty that any firm offer will be made.  This statement is being made by Spirit with the consent of Greene King.

A further update will be provided when appropriate.  Spirit will be announcing its preliminary results for the year ended 23 August 2014 on 22 October 2014.

Enquiries

Spirit Pub Company

Mike Tye, Chief Executive                       +44 (0) 1283 498 400

Paddy Gallagher, Finance Director

Goldman Sachs International

Anthony Gutman                                    +44 (0) 20 7774 1000

Nick Harper

Phil Shelley (Corporate Broking)

Brunswick Group LLP

Nick Cosgrove                                       +44 (0) 20 7404 5959

Natalia Dyett

A copy of this announcement will be made available on Spirit's website at www.spiritpubcompany.com. The content of this website is not incorporated into and does not form part of this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Spirit and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Spirit for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

No profit forecasts; forward-looking statements

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that earnings per Spirit share for the current or future financial years would necessarily match or exceed the historical published earnings per Spirit share.  Statements included in this announcement that are not historical facts are forward-looking statements.  Forward-looking statements involve a number of risks and uncertainties and are subject to change at any time.  In the event such risks or uncertainties materialise, Spirit's results could be materially adversely affected.