Trading Statement

Restaurant Group PLC 29 January 2004 29 January 2004 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA The Restaurant Group plc ('The Restaurant Group' or the 'Group') Profit estimate for the year ended 31 December 2003 and current trading Highlights • The Directors and Proposed Directors of The Restaurant Group anticipate that profit before tax and exceptional items for the year ended 31 December 2003 (the 'profit estimate') will be not less than £19.25 million (2002: £16.82 million), an increase of 14.4 per cent. • Current trading for the Group continues to be strong with overall like-for-like sales ahead by 5 per cent. for the first 4 weeks of the new financial year and all the Group's brands trading ahead on a like-for-like basis. Profit estimate for the year ended 31 December 2003 The board of The Restaurant Group and the Proposed Directors are now pleased to provide an estimate of profitability for the year ended 31 December 2003. They anticipate that profit before tax and exceptional items for the year ended 31 December 2003 (the 'profit estimate') will be not less than £19.25 million (2002: £16.82 million), an increase of 14.4 per cent. Exceptional charges during the year ended 31 December 2003 are anticipated to amount to £0.98 million (2002: £0.05 million) in respect of net losses on property disposals and £0.45 million (2002: Nil) in respect of compensation for loss of office and associated termination costs relating to the departure of the former Chief Executive (as announced on 17 November 2003). The full text of the Director's and Proposed Directors' profit estimate for the year ended 31 December 2003 is set out in Appendix 1. The basis of preparation of this profit estimate and the letters required under the rules of the City Code on Takeovers and Mergers and the Listing Rules from BDO Stoy Hayward LLP and Dresdner Kleinwort Wasserstein Limited are also set out in Appendix 1. Current Trading As announced on 8 January 2004, The Restaurant Group reported that it had enjoyed an encouraging second half to the year ended 31 December 2003 with like-for-like performance for the full year then ended maintained at the +3 per cent. level. The Christmas and New Year period (the 14 days to 4 January 2004) was particularly strong across the Group with like-for-like sales up +7 per cent. The Board continues to be encouraged by the positive start to 2004 and is confident in the prospects of the Group for the coming year. Current trading for the Group continues to be strong with overall like-for-like sales ahead by 5 per cent. for the first 4 weeks of the new financial year and all the Group's brands trading ahead on a like-for-like basis. Words and expressions defined in the Offer Document and Listing Particulars dated 22 December 2003 shall have the same meaning when used in this announcement. Enquiries: The Restaurant Group plc 020 7747 7750 Alan Jackson, Executive Chairman Andrew Page, Group Managing Director Dresdner Kleinwort Wasserstein 020 7623 8000 Charles Batten Christopher Baird College Hill 020 7457 2020 Matthew Smallwood Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for The Restaurant Group and for no one else in connection with the Offer and will not be responsible to anyone other than The Restaurant Group for providing the protections afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for affording advice in relation to the Offer or any matters referred to in this announcement. The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any facilities of a national, state or other securities exchange of any US Restricted Jurisdiction, Canada, Australia, Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and the Offer should not be accepted by any such use, means, instrumentality or facility, or from within any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and doing so may render invalid any purported acceptance of the Offer. Accordingly, copies of this announcement and any documents related to the Offer are not being and must not be mailed, forwarded, sent, transmitted or otherwise distributed in, into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and all persons receiving such announcement (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not distribute, forward, mail or transmit or send them into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any such other jurisdiction. Appendix 1 - Profit estimate for the year ended 31 December 2003 The Directors and Proposed Directors of The Restaurant Group estimate that profit before tax and exceptional items for the year ended 31 December 2003 (the 'profit estimate') will be not less than £19.25 million (2002: £16.82 million). Exceptional charges during the year ended 31 December 2003 are anticipated to amount to £0.98 million (2002: £0.05 million) in respect of net losses on property disposals and £0.45 million (2002: Nil) in respect of compensation for loss of office and associated termination costs relating to the departure of the former Chief Executive (as announced on 17 November 2003). Basis of preparation The profit estimate is for the year ended 31 December 2003. The profit estimate has been prepared using the accounting policies which are set out in the Company's Report and Accounts for the year ended 31 December 2002. The prior year comparative figures shown in the profit estimate have been extracted, without material adjustment from the audited Report and Accounts of The Restaurant Group for the year ended 31 December 2002. The profit estimate has been prepared on the basis that it excludes any costs incurred in 2003 relating to The Restaurant Group's current Offer for ASK Central. Should the Offer proceed the transaction costs will be as disclosed in the Listing Particulars; should the Offer not complete the transaction costs are currently estimated at £2.3 million, less the sum of £ 1.7 million potentially receivable under the inducement fee arrangements (described in the Listing Particulars). Any write off of finance costs relating to the replacement of existing facilities of the Group in conjunction with the Offer, has also been excluded. Report on the profit estimate from BDO Stoy Hayward LLP: The following is the text of a report on the profit estimate of The Restaurant Group plc from BDO Stoy Hayward LLP: BDO Stoy Hayward LLP 8 Baker Street London W1U 3LL The Directors and Proposed Directors The Restaurant Group plc 20 Irving Street London WC2H 7AU The Directors 29 January 2004 Dresdner Kleinwort Wasserstein Limited London EC3P 3DB Dear Sirs The Restaurant Group plc (the 'Company') We have reviewed the basis of compilation, the calculations and the accounting policies used in preparing the profit estimate of the Company and its subsidiary companies (together 'the Group') for the year ended 31 December 2003 as set out in the Company's announcement dated 29 January 2004 (the 'Announcement') and set out in the supplementary listing particulars of the Company dated 29 January 2004 (the 'Supplementary Listing Particulars'). We conducted our work in accordance with the Statements of Investment Circular Standards issued by the Auditing Practices Board. The profit estimate, for which the Directors and Proposed Directors of the Company are solely responsible, includes the published unaudited interim results of the Group for the six months ended 30 June 2003 and unaudited management accounts for the six months ended 31 December 2003. In our opinion, the profit estimate has been properly compiled on the basis stated in the Announcement and the Supplementary Listing Particulars and is presented on a basis of accounting consistent with the accounting policies of the Group. Yours faithfully BDO Stoy Hayward LLP Report on the profit estimate from Dresdner Kleinwort Wasserstein Limited: The following is the text of a report on the profit estimate of The Restaurant Group plc from Dresdner Kleinwort Wasserstein Limited: Dresdner Kleinwort Wasserstein Limited PO Box 560 20 Fenchurch Street London EC3P 3DB The Directors and Proposed Directors The Restaurant Group plc 20 Irving Street London WC2H 7AU 29 January 2004 Dear Sirs, We refer to the profit estimate for The Restaurant Group plc and its subsidiary undertakings (together the 'Group') for the year ended 31 December 2003 set out in the announcement dated 29 January 2004 (the 'Announcement') and set out in the supplementary listing particulars of the Company dated 29 January 2004 (the 'Supplementary Listing Particulars'). We have discussed the profit estimate and the basis on which it is made with officers of The Restaurant Group plc. We have also discussed the accounting policies and calculations of the profit estimate with BDO Stoy Hayward LLP and we have considered their report and letter of today's date addressed to The Restaurant Group plc and ourselves on this matter. As a result of these discussions, and in the light of the report and letter from BDO Stoy Hayward LLP, we consider that the profit estimate, for which you as Directors and Proposed Directors of The Restaurant Group plc are solely responsible, has been made after due and careful enquiry by the Group. Yours faithfully For and on behalf of Dresdner Kleinwort Wasserstein Limited Charles Batten Christopher Baird Managing Director Director Corporate Finance & Advisory Corporate Finance & Advisory Additional Information 1. The Directors and Proposed Directors of The Restaurant Group accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of such persons (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 2. BDO Stoy Hayward LLP has given and has not withdrawn its written consent to the inclusion of its report set out in this announcement and the references thereto and to its name in the form and context in which they appear for the purposes of Regulation 6(i)(e) of the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001. 3. Dresdner Kleinwort Wasserstein Limited has given and has not withdrawn its written consent to the inclusion of its report set out in this announcement and the references thereto and to its name in the form and context in which they appear for the purposes of Regulation 6(i)(e) of the Financial Services and Markets Act 2000 (Official Listing of Securities) Regulations 2001. 4. Save as disclosed in this announcement, there has been no significant change and no significant new matter has arisen since the publication of the Listing Particulars. 5. As announced on 27 January 2004, by 3.00 p.m. (U.K. time) on 26 January 2004, the second closing date of the Offer, valid acceptances of the Offer had been received in respect of a total of 46,287,396 ASK Central Shares, representing approximately 47.8 per cent. of the existing issued share capital of ASK Central. This total includes acceptances in respect of 7,126,568 ASK Central Shares, representing approximately 7.4 per cent. of the existing issued share capital of ASK Central, pursuant to the irrevocable undertakings to accept the Offer from the Directors of ASK Central. The next closing date of the Offer (including the Mix and Match Facility) will be 3.00pm (U.K. time) on 2 February 2004. 6. On 9 January 2004 TDR Capital LLP ('TDR') announced that it was evaluating a possible offer for ASK Central. ASK Central announced on 23 January 2004 that it had received a proposal regarding a possible offer, subject to pre-conditions including the finalisation of debt financing, from TDR and Capricorn Ventures International, at 220 pence per ASK Central Share in cash. 7. Save as disclosed in this announcement, neither The Restaurant Group, nor any persons acting, or deemed to be acting, in concert with The Restaurant Group held any ASK Central Shares (or rights over ASK Central Shares) or has acquired or agreed to acquire any ASK Central Shares (or rights over ASK Central Shares) during the Offer Period. 8. A copy of the letters of consent referred to in paragraphs 2 and 3 from BDO Stoy Hayward LLP and Dresdner Kleinwort Wasserstein Limited as set out in Appendix 1 may be inspected at the offices of City Law Partnership, 99 Charterhouse Street, London, EC1M 6NQ during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted), until 12 March 2004. 29 January 2004 This information is provided by RNS The company news service from the London Stock Exchange
UK 100