TIDMRTN TIDMTTM
RNS Number : 5044X
Restaurant Group PLC (The)
20 December 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 December 2023
RECOMMED CASH ACQUISITION
OF
THE RESTAURANT GROUP PLC ("TRG")
BY
ROCK BIDCO LIMITED ("BIDCO")
(a special purpose vehicle indirectly owned by the Apollo Funds,
managed by affiliates of Apollo Global Management, Inc.)
Court sanction of Scheme of Arrangement
On 12 October 2023, the boards of TRG and Bidco announced that
they had reached agreement on the terms and conditions of a
recommended cash acquisition by Bidco of the entire issued, and to
be issued, ordinary share capital of TRG ("Acquisition") , to be
effected by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme").
The circular in relation to the Scheme, including full details
of the Acquisition was published on 2 November 2023 (the "Scheme
Document"). Capitalised terms used in this announcement shall,
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
On 27 November 2023, the requisite majority of Scheme
Shareholders voted to approve the Scheme at the Court Meeting and
the requisite majority of TRG Shareholders voted to pass the
Special Resolution to implement the Scheme, including the amendment
of TRG's articles of association, at the General Meeting.
TRG is pleased to announce that the Court of Session in
Edinburgh has today sanctioned the Scheme.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on and in the
announcement made by TRG in relation to the Acquisition on 27
November 2023.
It is currently expected that the Effective Date of the Scheme
will be 21 December 2023, which is when a copy of the Court Order
is expected to be delivered to the Registrar of Companies.
TRG will give adequate notice of any change or revision of the
currently expected dates and/or times by issuing an announcement of
the revised dates and/or times through a Regulatory Information
Service, with such announcement being made available on TRG's
website at https://www.trgplc.com/investors/.
A further announcement will be made when the Scheme has become
Effective.
Enquiries:
TRG
Ken Hanna, Chair +44 20 3117
Umer Usman, Investor Relations 5001
Lazard & Co., Limited
(Lead Financial Adviser and Rule 3 Adviser
to TRG)
Louise Campbell +44 20 7187
Adam Blin 2000
Centerview Partners UK LLP
(Financial Adviser to TRG)
Nick Reid
Hadleigh Beals +44 20 7409
James Tookman 9700
Citigroup Global Markets Limited
(Financial Adviser and Joint Corporate Broker
to TRG)
Christopher Wren
James Ibbotson +44 20 7986
Peter Catterall 4000
Investec Bank plc
(Joint Corporate Broker to TRG)
David Flin +44 20 7 597
Ben Farrow 4000
+ 44 20 3128
MHP Group 8789
(PR Adviser to TRG)
Oliver Hughes +44 7885 224532
James McFarlane +44 7584 142665
Kirkland & Ellis International LLP is acting as legal
adviser to Apollo and Bidco.
Slaughter and May is acting as legal adviser to TRG.
Important notices
Lazard & Co., Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority ("FCA"), is
acting exclusively as lead financial adviser and Rule 3 adviser to
TRG and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
TRG for providing the protections afforded to clients of Lazard nor
for providing advice in relation to the contents of this
announcement or any other matter or arrangement referred to herein.
Neither Lazard nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with this
announcement, any matter, arrangement or statement contained or
referred to herein or otherwise.
Centerview Partners UK LLP, which is authorised and regulated in
the United Kingdom by the FCA, is acting exclusively as financial
adviser to TRG and no one else in connection with the matters set
out in this announcement and will not be responsible to anyone
other than TRG for providing the protections afforded to its
clients or for providing advice in relation to the matters set out
in this announcement, the contents of this announcement or any
other matters referred to in this announcement. Neither Centerview
nor any of its affiliates, nor any of Centerview's and such
affiliates' respective members, directors, officers, controlling
persons or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of
Centerview in connection with this announcement, any statement
contained herein or otherwise.
Citigroup Global Markets Limited, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated in the UK by
the FCA and the PRA is acting exclusively as Financial Adviser and
Joint Corporate Broker to TRG and for no one else in connection
with the matters described in this announcement, and will not be
responsible to anyone other than TRG for providing the protections
afforded to its clients nor for providing advice in relation to the
matters referred to in this announcement. Neither Citi nor any of
its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, tort, in delict, under statute
or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein,
or otherwise.
Investec Bank plc, which is authorised by the PRA and regulated
by the FCA and PRA, is acting for TRG and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than TRG for providing the protections
afforded to clients of Investec Bank plc nor for giving advice in
relation to the matters described in this announcement. Further,
Investec Bank plc accepts no responsibility whatsoever and makes no
representations or warranty, express or implied, for or in respect
of the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the matters described in this announcement, and nothing in this
announcement is, or shall be relied upon as, a promise or
representation in this respect, whether as to the past or future.
Investec Bank plc and its affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any responsibility and
liability whatsoever arising in tort or otherwise as related to
above, which it might otherwise have in respect of this
announcement or any such statement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition will be implemented solely through the Scheme Document
(or, if the Acquisition is implemented by way of an Offer, the
offer document).
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
This announcement does not constitute a prospectus, prospectus
equivalent or an exempted document.
This announcement contains inside information in relation to TRG
for the purposes of Article 7 of the Market Abuse Regulation. The
person responsible for arranging the release of this announcement
on behalf of TRG is Andrew Eames (General Counsel & Company
Secretary). TRG's Legal Entity Identifier is
213800V4LJ2FXMQKKA46.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English and Scots law, the Takeover Code,
the Market Abuse Regulation, the Listing Rules and the Disclosure
Guidance and Transparency Rules and information disclosed may not
be the same as that which would have been prepared in accordance
with the laws of jurisdictions outside of the UK.
The availability of the Acquisition to TRG Shareholders who are
not resident in and citizens of the UK may be affected by the laws
of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable restrictions 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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including, without limitation, agents,
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted
Jurisdiction.
Additional information for US investors
The Acquisition relates to the shares of a Scottish company and
is being made by means of a scheme of arrangement provided for
under Scots law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer or proxy
solicitation rules under the U.S. Securities Exchange Act of 1934
(the "U.S. Exchange Act"). Accordingly, the Acquisition is subject
to the disclosure requirements and practices applicable in the UK
to schemes of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
It may be difficult for U.S. holders of TRG Shares to enforce
their rights and any claim arising out of the U.S. federal laws,
since Bidco and TRG are located in a non-U.S. jurisdiction, and
some or all of their officers and directors may be residents of a
non-U.S. jurisdiction. U.S. holders of TRG Shares may not be able
to sue a non-U.S. company or its officers or directors in a
non-U.S. court for violations of the U.S. securities laws. Further,
it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Apollo, its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, TRG Shares outside of
the U.S., other than pursuant to the Acquisition, until the date on
which the Acquisition becomes Effective, lapses or is otherwise
withdrawn. Also, in accordance with Rule 14e-5(b) of the U.S.
Exchange Act, RBC will continue to act as an exempt principal
trader in TRG shares on the London Stock Exchange. These purchases
may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website,
www.londonstockexchange.com/ .
U.S. TRG Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that
such consequences, if any, are not described herein. U.S. TRG
Shareholders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Cautionary Note Regarding Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and TRG
contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and TRG about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and TRG (including their future prospects,
developments and strategies), the expected timing and scope of the
Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "synergy", "strategy", "scheduled", "goal",
"estimates", "forecasts", "cost-saving", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Forward looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Bidco's, TRG's, any
member of the Bidco Group's or any member of the TRG Group's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco's, TRG's, any member of the Bidco
Group's or any member of the TRG Group's business.
Although Bidco and TRG believe that the expectations reflected
in such forward-looking statements are reasonable, Bidco and TRG
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed transaction not being
realised as a result of: changes in general economic and market
conditions in the countries in which Bidco and TRG operate, weak,
volatile or illiquid capital and/or credit markets, changes in tax
rates, interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Bidco and
TRG operate and changes in laws or in supervisory expectations or
requirements. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Bidco nor TRG, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. Due to the scale of the
TRG Group, there may be additional changes to the TRG Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor TRG is under any obligation, and
Bidco and TRG expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for TRG for the current
or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for TRG.
Publication of this announcement on website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Takeover Code will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on TRG's website at
https://www.trgplc.com/investors/ by no later than 12 noon (London
time) on the Business Day following this announcement. For the
avoidance of doubt, neither the content of these websites nor of
any website accessible from hyperlinks is incorporated by reference
or forms part of this announcement.
Right to receive documents in hard copy form
In accordance with Rule 30.3 of the Takeover Code, TRG
Shareholders, persons with information rights and participants in
TRG Share Plans may request a hard copy of this announcement by:
(i) telephoning Equiniti on +44 (0) 371 384 2426. If calling from
outside of the UK, please ensure the country code is used. Lines
will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales); or (ii)
submitting a request in writing to Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. For
persons who receive a copy of this announcement in electronic form
or via a website notification, a hard copy of this announcement
will not be sent unless so requested. Such persons may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
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END
OFBEADAEAAADFFA
(END) Dow Jones Newswires
December 20, 2023 08:26 ET (13:26 GMT)
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