Completion of Bookbuild
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, THE KINGDOM OF SAUDI ARABIA, THE REPUBLIC OF KOREA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, THE UNITED ARAB EMIRATES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL BE CONSTRUED AS ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
10 March 2021
THE RESTAURANT GROUP PLC
("TRG", the "Group" or the "Company")
Completion of Bookbuild for Firm Placing and Placing
Further to the announcement earlier today (the "Capital Raise Announcement"), TRG is pleased to announce the completion of the Bookbuild for the Firm Placing and Placing.
Defined terms in this announcement shall have the meaning ascribed to them in the Capital Raise Announcement unless otherwise specified.
Pursuant to the Firm Placing and Placing and Open Offer a total of 175,000,000 New Ordinary Shares will be issued at the Offer Price of 100 pence per New Ordinary Share (subject to the conditions noted below), raising gross proceeds of £175 million. The Offer Price of 100 pence per New Ordinary Share represents a discount of 10.5 per cent. to the Closing Price of 111.7 pence per Ordinary Share on 9 March 2021 (being the last Business Day before the announcement of the Capital Raising).
The New Ordinary Shares will rank pari passu in all other respects with the Ordinary Shares currently in issue.
Result of the Firm Placing and the Placing
95,299,430 New Ordinary Shares ("Firm Placed Shares") have been placed under the Firm Placing. 79,700,570 New Shares ("Placing Shares") have been placed under the Placing, subject to clawback to satisfy valid applications by Qualifying Shareholders under the terms of the Open Offer. The Firm Placed Shares are not subject to clawback and are not part of the Placing and Open Offer.
Open Offer
The Open Offer will open on 12 March 2021 with Qualifying Shareholders having an Open Offer Entitlement of 5 Open Offer Shares for every 37 Existing Ordinary Shares registered in the name of the relevant Qualifying Shareholder on the Record Date (and so in proportion to any other Existing Ordinary Shares then held) on the terms and subject to the conditions set out in the Prospectus (and in the case of Qualifying Non-CREST Shareholders, the Application Form which will accompany the Prospectus). The Open Offer is expected to close at 11:00 a.m. on 26 March 2021.
Further details on the Open Offer are included in the Prospectus.
General Meeting
The Capital Raising is conditional upon, amongst other things, Shareholder approval of the Resolutions at the General Meeting of the Company which is expected to take place at 11.00 a.m. on 29 March 2021 at the Company's Head Office, 5-7 Marshalsea Road, London, SE1 1EP; and on the Placing Agreement becoming, or being declared, unconditional in all respects.
An announcement was made earlier today confirming the publication of the Prospectus relating to the Capital Raising which includes notice of the General Meeting. Shareholders will receive forms of proxy for voting on the Resolutions to be proposed at the General Meeting.
In light of the continuing UK Government restrictions in respect of the Covid-19 pandemic, TRG's key priority remains the health and safety of employees, customers, business partners and Shareholders. As was the case for the general meeting held on 8 October 2020, and in line with current guidelines, the General Meeting will be run as a closed meeting and Shareholders will not be permitted to attend in person. TRG will make arrangements such that the legal requirements to hold the meeting will be satisfied through the attendance of a minimum number of Directors and the format of the meeting will be purely functional. As Shareholders will not be attending the General Meeting in person, TRG has set up a dedicated electronic mailbox for Shareholders to ask questions of the Directors. If the Resolutions are not approved at the General Meeting, the Company will be unable to complete the Capital Raising.
Related Party Transactions
Commitments in respect of the Capital Raising
Threadneedle : Threadneedle is a related party of the Company for the purposes of the Listing Rules as it is a substantial shareholder of the Company which is entitled to exercise, or control the exercise of, approximately 18 per cent. of the votes able to be cast at general meetings of the Company.
The maximum aggregate value of the New Ordinary Shares to be issued to Threadneedle pursuant to the Capital Raising is approximately £31.6 million. Accordingly, and when aggregated with the take-up by Threadneedle in the April 2020 Placing, the issue of such New Ordinary Shares to Threadneedle is a transaction of sufficient size to require Shareholder approval under the Listing Rules as Threadneedle is a related party, which will be sought at the General Meeting (Threadneedle and its affiliates will not vote on Resolution 1). Any New Ordinary Shares issued to Threadneedle as a result of it taking up its Open Offer Entitlements are exempt from the rules regarding related party transactions under chapter 11 of the Listing Rules. The Company is grateful for Threadneedle's support.
Directors : Each Director is a related party of the Company for the purposes of the Listing Rules. In connection with the Capital Raising, each of the Directors has agreed to subscribe for additional Ordinary Shares, which amount to 241,238 Ordinary Shares in aggregate, at the Offer Price, pursuant to direct subscription agreements with the Company, conditional upon Admission. The subscriptions by the Directors for additional Ordinary Shares fall within the scope of such rules. Due to the size of each individual subscription relative to the Company's market capitalisation, the Director subscriptions are exempt from the rules regarding related party transactions under chapter 11 of the Listing Rules and therefore do not require Shareholder approval under the Listing Rules.
The Prospectus has been published by TRG and will be sent to Shareholders that have elected to receive hard copies of such shareholder documentation as soon as practicable and a copy is available on the Company's website at www.trgplc.com/investors/capitalraising/.
For more information, please contact:
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Restaurant Group |
+44 (0) 203 117 5001 |
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Andy Hornby, Chief Executive Officer |
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Kirk Davis, Chief Financial Officer |
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Umer Usman, Investor Relations |
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MHP Communications (Financial PR adviser) |
+44 (0) 788 522 4532 |
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Oliver Hughes |
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Simon Hockridge |
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J.P. Morgan Cazenove (Joint Sponsor, Corporate Broker and Joint Bookrunner) |
+44 (0) 207 134 3339 |
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Nicholas Hall |
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Virginia Khoo Marta Arteaga |
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Investec Bank (Joint Sponsor, Corporate Broker and Joint Bookrunner) |
+44 (0) 207 597 5970 |
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Christopher Baird |
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David Flin Ben Griffiths |
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Notes:
1. This announcement has been determined to contain inside information. The person responsible for the release of this announcement on behalf of TRG is Kirk Davis (CFO).
IMPORTANT NOTICES
This announcement (the "Announcement") does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.
Any offer to acquire the Company's securities pursuant to the proposed Capital Raising referred to in these materials will be made, and any investor should make his, her or its investment, solely on the basis of information that will be contained in the Prospectus to be made generally available in the United Kingdom in connection with such Capital Raising. When made generally available, copies of the Prospectus may be obtained at no cost from the Company or through the website of the Company.
This Announcement and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan, the Kingdom of Saudi Arabia, the Republic of Korea, Singapore, the Republic of South Africa, the United Arab Emirates or any other jurisdiction in which it would be unlawful to do so (together, the "Excluded Territories"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in any of the Excluded Territories. This Announcement has not been approved by the London Stock Exchange plc (the "London Stock Exchange"). Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The securities mentioned herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States. The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. Subject to certain limited exceptions, Application Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in the United States. None of the Securities, the Application Forms, this announcement or any other document connected with the Capital Raising has been or will be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States, or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities or the accuracy or adequacy of any of the documents or other information related thereto. Any representation to the contrary is a criminal offence in the United States.
There will be no public offering of securities in the Excluded Territories, which includes any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name, J.P. Morgan Cazenove) ("J.P. Morgan") or Investec Bank plc , or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan and Investec Bank plc are authorised by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA. Investec Europe Limited (trading as Investec Europe) ("Investec Europe"), acting as agent on behalf of Investec Bank plc in certain jurisdictions in the EEA (together Investec Bank plc and Investec Europe hereinafter referred to as "Investec") is regulated in Ireland by the Central Bank of Ireland. Each of J.P. Morgan and Investec (together, the "Joint Bookrunners") is acting solely for the Company and no one else in connection with the Capital Raising or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Capital Raising and/or any other matter referred to in this Announcement. Any prospective purchaser of the shares in the Company is recommended to seek its own independent financial advice.
Save for the responsibilities and liabilities, if any, which may be imposed on each of J.P. Morgan and Investec by FSMA or by the regulatory regime established under FSMA, neither J.P. Morgan nor Investec nor any of their respective affiliates accepts any duty, liability or responsibility whatsoever for the contents of the information contained in this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by or on behalf of J.P. Morgan or Investec or any of their respective affiliates in connection with the Company, the Securities or the Capital Raising to any person who is not their client in connection with this Announcement, any statements contained herein or otherwise. J.P. Morgan, Investec and each of their affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whatsoever, whether direct or indirect, whether arising in tort, contract, under statute or otherwise (save as referred to above) in respect of the use of this Announcement or any statements or other information contained in (or omitted from) this Announcement. No representation or warranty, express or implied, in relation to the contents of this Announcement is made or purported to be made by J.P. Morgan, Investec or any of their respective affiliates as to the accuracy, completeness, sufficiency of the information contained in this Announcement.
The distribution of this Announcement and/or the offering of the Securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or J.P. Morgan or Investec or any of their respective affiliates that would permit an offering of the Securities in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Securities in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan and Investec to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. Any investment decision to buy Securities in the Capital Raising must be made solely on the basis of publicly available information, which has not been independently verified by J.P. Morgan or Investec.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raising. Any decision to participate in the Capital Raising must be made solely on the basis of the Prospectus published by the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UKProduct Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
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