Offer for ASK Central PLC
City Centre Restaurants PLC
18 December 2003
FOR IMMEDIATE RELEASE 18 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Recommended Offer by Dresdner Kleinwort Wasserstein on behalf of City Centre
Restaurants plc ('City Centre') for
ASK Central Plc ('ASK Central')
and
Placing to raise £13.3 million
Summary of the Offer
The boards of City Centre and ASK Central announce that they have reached
agreement on the terms of a recommended cash and share offer to be made by
Dresdner Kleinwort Wasserstein, for and on behalf of City Centre, to acquire the
whole of the issued and to be issued ordinary share capital of ASK Central. The
Offer comprises the Initial Offer, which will be replaced automatically by the
Amended Offer assuming completion of the Conditional Placing, providing for a
greater proportion of cash than the Initial Offer.
• The terms of the Initial Offer are for each ASK Central Share 59.3p in cash
and 1.633 Offer Shares, and the terms of the Amended Offer are for each ASK
Central Share 66.0p in cash and 1.540 Offer Shares
• A mix and match facility will also be available
• ASK Central Shareholders who receive and retain the Offer Shares pursuant
to the Initial Offer or the Amended Offer (as the case may be) will also be
entitled to the City Centre Second Interim Dividend of 2.85p per City Centre
Share, which will be paid in lieu of a final dividend for the year ending 31
December 2003, conditional on the Offer becoming or being declared unconditional
in all respects. Furthermore, ASK Central has also today declared a second
interim dividend of 0.5p per share, payable on 30 January 2004 to shareholders
on the register of ASK Central on 30 December 2003
• On the basis of the Closing Price of City Centre Shares on 17 December
2003, the last Dealing Day before this announcement, the Initial Offer values
each ASK Central Share at approximately 177p excluding the Dividends amounting
to approximately 5.2p (gross) per ASK Central Share, and the Amended Offer
values each ASK Central Share at approximately 177p, excluding the Dividends
amounting to approximately 4.9p (gross) per ASK Central Share
• The value of the Offer (excluding the Dividends) represents a premium of
approximately 24.1 per cent. over the Closing Price of ASK Central Shares of
142.5p on 11 November 2003, being the last Dealing Day prior to the announcement
by ASK Central that it had received an approach which may or may not lead to an
offer being made for ASK Central, and a premium of approximately 23.7 per cent.
over the average price per ASK Central Share over the six months prior to this
date. The Offer values ASK Central at £168 million.
• The Acceptance of the Initial Offer by an ASK Central Shareholder will
constitute an acceptance of the Amended Offer, assuming completion of the
Conditional Placing, irrespective of whether the value of the Amended Offer is
then higher or lower than the Initial Offer
• The City Centre Directors expect to maintain their progressive dividend
policy. The City Centre Directors believe that the value of this additional
income stream to ASK Central Shareholders should be considered in addition to
the premium offered for the ASK Central Shares
• City Centre has received irrevocable undertakings from ASK Central
Directors to accept the Offer in respect of an aggregate of 7,380,528 ASK
Central Shares, representing approximately 7.8 per cent. of ASK Central's
ordinary issued share capital, and Adam Kaye and Samuel Kaye, ASK Central
Directors, have undertaken to elect to receive 80 per cent. of their
consideration under the Offer in Offer Shares and 20 per cent. in cash under the
Mix and Match Facility
• City Centre has also received letters of intent from certain institutional
ASK Central shareholders and certain other ASK Central shareholders to accept
the Offer in respect of an aggregate of 19,803,023 ASK Central Shares,
representing approximately 20.8 per cent. of ASK Central's ordinary issued share
capital
• Each of Adam Kaye and Samuel Kaye has undertaken not to sell 80 per cent.
of their respective holdings of Offer Shares received by them until after the
announcement of City Centre's interim results for the six months to 30 June
2004.
Financing of the Offer
The cash consideration payable under the Offer will be fully financed from a new
£145 million five year syndicated debt facility which has been arranged by
Barclays Capital and The Royal Bank of Scotland plc and underwritten by Barclays
Bank PLC and The Royal Bank of Scotland plc. The Governor and Company of the
Bank of Scotland is also participating in the new bank facility. This new bank
facility is in addition to City Centre's existing £10 million overdraft
facility, which remains in place.
The Placing
City Centre has also announced today a Firm Placing of 9,715,084 Placing Shares
at 71p per share, and a Conditional Placing of 9,714,916 Placing Shares at 71p
per share, to raise, in aggregate, £13.3million (net of expenses).
The proceeds of the Placing will be used to fund the continued rollout of
branded restaurants by City Centre either as enlarged by the Acquisition or, in
the event the Offer does not complete, on a stand-alone basis. The Placing has
been fully underwritten by Dresdner Bank AG (London Branch).
Benefits of the Offer
The City Centre Directors and ASK Central Directors believe the strategic,
commercial and financial benefits of the Offer are:
• the creation of one of the UK's largest independent popular catering
restaurant operators with over 400 restaurants with complementary geographic
coverage. City Centre has a leading position operating restaurants in leisure
parks and concessions and ASK Central has established a highly profitable high
street restaurant business;
• the consolidation of three strong restaurant concepts (ASK, Frankie &
Benny's and Zizzi) which together offer the opportunity for strong future roll
out potential;
• greater flexibility for improvement, rationalisation and, where
appropriate, rebranding of existing sites and further development of new sites;
• a strengthened management team at City Centre, combining industry
experience and entrepreneurial skills. Following completion of the Offer, Adam
Kaye, Martin Eckersley, Julia Fleet and George Cracknell, currently ASK Central
Directors, will join the board of City Centre. Samuel Kaye, Salvatore Diliberto
and Neil Blows will continue to be subsidiary directors within the Enlarged
Group; and
• potential for cost savings and synergies.
The Acquisition of ASK Central, combined with the implementation of the Placing
in full, is expected to be broadly earnings neutral (before goodwill
amortisation) for City Centre in the financial year to 31 December 2004 and
earnings enhancing thereafter. This statement should not be taken to mean that
the earnings per share of City Centre following the Acquisition will necessarily
match or exceed the historical reported earnings per share of City Centre and no
forecast is intended or implied.
Commenting on the Offer, Alan Jackson, Executive Chairman of City Centre, said:
'The complementary nature of the two businesses will enable us to benefit from
the combined portfolio of brands, product offerings and properties with a view
to maximising the growth prospects in our chosen segments. City Centre has
built leading positions in the concessions and leisure park markets; ASK Central
has built a similar leading position on the high street. The combination of the
businesses creates one of the largest quoted restaurant groups in the UK with
the commercial, financial and managerial resources to exploit further these
leading positions for the benefit of both sets of shareholders.'
Commenting on the Offer, Adam Kaye, Chief Executive of ASK Central said:
'The combination of ASK Central and City Centre provides an opportunity for ASK
Central Shareholders to participate in the future growth of the Enlarged Group
as well as to realise a significant proportion of their investment in cash'
There will be a presentation to analysts at 12.00 noon today at the offices of
College Hill, at 78 Cannon Street, London EC4N 6HH
Enquiries:
City Centre ASK Central
Alan Jackson (Executive Chairman) Adam Kaye (Chief Executive)
Andrew Page (Group Managing Director) Martin Eckersley (Finance Director)
Tel: 020 7457 2020 (on 18 December 2003) Tel: 020 7457 2020 (on 18 December 2003)
Tel: 020 7747 7750 (thereafter) Tel: 01727 735 800 (thereafter)
Dresdner Kleinwort Wasserstein Evolution Beeson Gregory
Charles Batten Tom Price
Christopher Baird
Tel: 020 7623 8000 Tel: 020 7071 4300
College Hill College Hill
Matthew Smallwood Justine Warren
Tel: 020 7457 2020 Tel: 020 7457 2020
This announcement does not constitute an offer or an invitation to purchase
securities.
This summary should be read in conjunction with the full text of the following
announcement.
This announcement may contain certain statements that are or may be
forward-looking with respect to the financial condition, results of operations
and business of ASK Central or City Centre. These 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
which could cause actual results or developments to differ materially from those
expressed or implied by such forward-looking statements. The statements have
been made with reference to forecast price changes, economic conditions, and the
current regulatory environment.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting exclusively for City Centre
and for no one else in connection with the Offer and the Placing and will not be
responsible to anyone other than City Centre for providing the protections
afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for
affording advice in relation to the Offer and the Placing or any matters
referred to in this announcement.
Evolution Beeson Gregory Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for ASK Central and no
one else in connection with the Offer and other matters described herein and
will not be responsible to anyone other than ASK Central, for providing the
protections afforded to customers of Evolution Beeson Gregory Limited, or for
giving advice in relation to the Offer or any other matter described 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.
The New City Centre Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or under any of the relevant
securities laws of any state or district of any US Restricted Jurisdiction,
Canada, Australia or Japan. Accordingly, unless an exemption under such Act or
other laws is available, the New City Centre Shares may not be offered, sold,
transferred or delivered, directly or indirectly, in or into any US Restricted
Jurisdiction, Canada, Australia or Japan or to or for the account or benefit of
any United States, Canadian, Australian or Japanese person. This announcement
and related materials do not constitute an offer of securities for sale in any
US Restricted Jurisdiction, Canada, Australia or Japan.
FOR IMMEDIATE RELEASE 18 December 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
Recommended Offer by Dresdner Kleinwort Wasserstein on behalf of City Centre
Restaurants plc for
ASK Central Plc
and
Placing to raise £13.3 million
1. Introduction
The boards of City Centre and ASK Central are pleased to announce that they have
reached agreement on the terms of a recommended cash and share offer to be made
by Dresdner Kleinwort Wasserstein, for and on behalf of City Centre, to acquire
the whole of the issued and to be issued ordinary share capital of ASK Central.
The Offer comprises the Initial Offer, which will be replaced automatically by
the Amended Offer assuming completion of the Conditional Placing, providing for
a greater proportion of cash than in the Initial Offer.
2. The Offer
The Offer, which will be subject, inter alia, to the approval of City Centre
Shareholders, and the terms and conditions set out in the Offer Document and the
Form of Acceptance, will be made by Dresdner Kleinwort Wasserstein, on behalf of
City Centre, on the following basis:
Initial Offer: for each ASK Central Share 59.3p in cash and 1.633 Offer Shares
Amended Offer: for each ASK Central Share 66.0p in cash and 1.540 Offer Shares
and so in proportion for any other number of ASK Central Shares held.
The acceptance of the Initial Offer by an ASK Central Shareholder will
constitute an acceptance of the Amended Offer assuming completion of the
Conditional Placing, irrespective of whether the value of the Amended Offer is
then higher or lower than the Initial Offer.
ASK Central Shareholders who receive and retain Offer Shares pursuant to the
Initial Offer or the Amended Offer (as the case may be) will also be entitled to
the City Centre Second Interim Dividend of 2.85p per City Centre Share, which
will be paid in lieu of a final dividend for the year ending 31 December 2003,
conditional on the Offer becoming or being declared unconditional in all
respects, to City Centre Shareholders on the register of City Centre on a record
date which is expected to be three weeks after the date on which the Offer
becomes or is declared unconditional in all respects and payable fifteen
business days thereafter.
Furthermore, ASK Central has today declared a second interim dividend of 0.5p
per share, payable on 30 January 2004 to ASK Central Shareholders on the
register on 30 December 2003.
On the basis of the Closing Price of City Centre Shares on 17 December 2003, the
last Dealing Day before this announcement, the Initial Offer values each ASK
Central Share at approximately 177p, excluding the Dividends amounting to
approximately 5.2p (gross) per ASK Central Share, and the Amended Offer values
each ASK Central Share at approximately 177p, excluding the Dividends amounting
to 4.9p (gross) per ASK Central Share.
The value of the Offer (excluding the Dividends) represents a premium of
approximately 24.1 per cent. over the Closing Price of ASK Central Shares of
142.5p on 11 November 2003, being the last Dealing Day prior to the announcement
by ASK Central that it had received an approach which may or may not lead to an
offer being made for ASK Central and a premium of approximately 23.7 per cent.
over the average price per ASK Central Share over the six months prior to this
date. The Offer values ASK Central at £168 million.
The Directors of ASK Central consider the terms of each of the Initial Offer and
Amended Offer to be fair and reasonable and intend to unanimously recommend all
ASK Central Shareholders to accept the Offer.
City Centre has received irrevocable undertakings or letters of intent to accept
the Offer in respect of an aggregate of 27,183,551 ASK Central Shares
representing approximately 28.6 per cent. of ASK Central's ordinary issued share
capital. Further details of irrevocable undertakings and intentions to accept
the Offer are set out below.
The Offer is conditional, inter alia, on the approval of City Centre
Shareholders. An Extraordinary General Meeting of City Centre will be convened
in due course to consider this and other resolutions, further details of which
will be set out in the Listing Particulars and Circular to be sent to City
Centre Shareholders.
The Offer will remain open for acceptances until at least the fourteenth day
after the passing of the Placing Resolution. Details of further terms and
conditions of the Offer are set out below and in Appendix I of this
announcement. The further terms of the Offer will also be set out in the Offer
Document and Form of Acceptance.
3. Mix and Match Facility
ASK Central Shareholders who validly accept the Initial Offer or the Amended
Offer (other than shareholders in a Restricted Jurisdiction) are being offered a
Mix and Match Facility under which they may, subject to availability, elect to
vary the proportions in which they receive Offer Shares and cash consideration
in respect of their holdings in ASK Central Shares. To the extent that
elections can be satisfied, ASK Central Shareholders will receive additional
Offer Shares instead of cash and vice versa at the closing share price on the
last Dealing Day prior to the posting of the Offer Document. Further details of
the Mix and Match Facility will be set out in the Offer Document.
The Mix and Match Facility will remain open until at least the First Closing
Date. It may be extended thereafter that and will be extended if the Offer is
not then unconditional as to acceptances. However, ASK Central Shareholders
should note that the closing date for the Mix and Match Facility may be earlier
than the final closing date of the Offer.
In addition, any election under the Mix and Match Facility will, if satisfied,
affect the number of City Centre Shares which ASK Central Shareholders will
receive under the Offer and as such will alter the amount received by way of the
City Centre Second Interim Dividend.
Adam Kaye and Samuel Kaye, existing Directors of ASK Central, have undertaken to
elect to receive, to the extent available, 80 per cent. of their consideration
pursuant to the Offer in Offer Shares and 20 per cent. in cash under the Mix and
Match Facility. As such, the elections of Adam Kaye and Samuel Kaye will
facilitate a greater element of elections by other ASK Central Shareholders for
cash consideration to be satisfied under the Mix and Match Facility.
4. Background to and reasons for the Offer
The City Centre Directors and the Proposed Directors believe that there are
strategic, commercial and financial synergies and benefits in combining the
businesses of ASK Central and City Centre. The Acquisition will consolidate
City Centre's position as a leading independent quoted restaurant operator in
the UK with the Enlarged Group operating over 400 restaurants. City Centre has
already built a leading market position in the leisure parks and concessions
sector. The Acquisition will significantly enhance its position on the high
street, a key market segment for dining out in the UK and a significant
opportunity for the Enlarged Group. The City Centre Directors and the Proposed
Directors believe that ASK Central possesses the attributes required for the
Enlarged Group to be successful on the high street. ASK Central recorded an
increase in turnover of 133 per cent. and profit before tax of 142 per cent.
over the three years ended 29 December 2002, as sourced from the audited annual
accounts of ASK Central for this period. This has been achieved through the
continued performance and rollout of its ASK and Zizzi high street branded
restaurants.
The City Centre Directors believe that the Acquisition should bring strategic,
commercial and financial benefits to the Enlarged Group, including:
• the creation of one of the UK's largest independent popular catering
restaurant operators with over 400 restaurants with complementary geographic
coverage. City Centre has a leading position operating restaurants in leisure
parks and concessions and ASK Central has established a highly profitable high
street restaurant business;
• the consolidation of three strong restaurant concepts (ASK, Frankie &
Benny's and Zizzi) which together offer the opportunity for strong future roll
out potential;
• a strengthened management team at City Centre, combining industry
experience and entrepreneurial skills. Once the Offer has become or has been
declared unconditional in all respects, Adam Kaye, Martin Eckersley, Julia Fleet
and George Cracknell, current ASK Central Directors, will join the Board of City
Centre with Samuel Kaye, Salvatore Diliberto and Neil Blows continuing to be
subsidiary directors within the Enlarged Group;
• greater flexibility for improvement, rationalisation and, where
appropriate, rebranding of existing sites and further development of new sites;
and
• potential for cost savings and synergies.
The Acquisition of ASK Central combined with the implementation of the Placing
is expected to be broadly earnings neutral (before goodwill amortisation) for
City Centre in the financial year to 31 December 2004 and earnings enhancing
thereafter. This statement should not be taken to mean that the earnings per
share of City Centre following the Acquisition will necessarily match or exceed
the historical reported earnings per share of City Centre and no forecast is
intended or implied.
5. Financing of the Offer
The cash consideration payable under the Offer will be fully financed from a new
£145 million five year syndicated debt facility which has been arranged by
Barclays Capital and The Royal Bank of Scotland plc and underwritten by Barclays
Bank PLC and The Royal Bank of Scotland plc. The Governor and Company of the
Bank of Scotland is also participating in the new bank facility. The Facility
Agreement is conditional on the Offer becoming or being declared unconditional
in all respects. This new bank facility is in addition to City Centre's
existing £10 million overdraft facility which remains in place.
Further details of the financing arrangements will be set out in the Offer
Document and Listing Particulars.
6. The Placing
City Centre also announces a Firm Placing of 9,715,084 Placing Shares at 71p per
share and a Conditional Placing of 9,714,916 Placing Shares at 71p per share.
The completion of the Conditional Placing and the Firm Placing is expected to
take place on the third business day following the passing of the Placing
Resolution to be proposed at the EGM. The Firm Placing is not, however,
conditional on the passing of the Placing Resolution.
The Placing will, if implemented in full, raise £13.3 million, (net of
expenses), which will fund the continued roll out of branded restaurants by City
Centre, either as enlarged by the Acquisition or in the event the Offer does not
complete on a stand-alone basis. The allotment and issue of Placing Shares
pursuant to the Conditional Placing will require certain approvals from City
Centre Shareholders. The City Centre Directors intend to vote in favour of such
resolutions in respect of their beneficial holdings of, in aggregate, 168,500
City Centre Shares (representing 0.09 per cent. of City Centre's existing issued
ordinary share capital as at 17 December 2003).
The Placing has been fully underwritten by Dresdner Bank AG (London Branch)
pursuant to the Placing Agreement. Further details of the terms and conditions
of the Placing are set out in Appendix II of this announcement.
The Placing Shares will be issued credited as fully paid and free from all
liens, equities, encumbrances, and other interests. Such Placing Shares will
rank pari passu in all respects with, and have the same rights as existing City
Centre Shares, including the right to receive and retain the City Centre Second
Interim Dividend for the year ending 31 December 2003 and other distributions
declared, made or paid by City Centre following their issue.
7. Irrevocable undertakings, intentions to accept the Offer and disposal
restrictions
City Centre has received irrevocable undertakings from all the ASK Central
Directors to accept the Offer in respect of an aggregate of 7,380,528 ASK
Central Shares, representing approximately 7.8 per cent. of ASK Central's issued
share capital. All of these irrevocable undertakings to accept the Offer are
binding, even if a higher competing offer is announced by a third party.
Each of Adam Kaye and Samuel Kaye, existing directors of ASK Central, have
agreed not to sell 80 per cent. of their respective holdings of Offer Shares
received by them (representing approximately 3 per cent. of the issued share
capital of the Enlarged Group, assuming that their elections under the Mix and
Match Facility are satisfied in full) until after the announcement of City
Centre's interim results for the six months to 30 June 2004.
Additionally, Julia Fleet and Martin Eckersley have agreed not to sell any Offer
Shares they receive (whether following exercise of options or otherwise) until
after the announcement of City Centre's interim results for the six months to 30
June 2004 (except for such number of Offer Shares as they need to sell in order
to satisfy any tax liability or costs arising on the exercise of such options).
In addition, City Centre has received letters of intent from certain
institutional ASK Central Shareholders and certain other shareholders to accept
the Offer in respect of an aggregate of 19,803,023 ASK Central Shares,
representing approximately 20.8 per cent. of ASK Central's ordinary issued share
capital.
Therefore, in aggregate, irrevocable undertakings or letters of intent to accept
the Offer have been received in respect of 27,183,551 ASK Central Shares
representing 28.6 per cent. of ASK Central's issued share capital.
The City Centre Directors have also agreed not to sell their City Centre Shares
until after the announcement of City Centre's interim results for the six months
to 30 June 2004.
8. Background to and reasons for the ASK Central's board recommendation of the
Offer
The Directors of ASK Central believe that, notwithstanding the strong
performance of ASK Central, particularly given the current recent political and
economic climate, the Offer represents an attractive opportunity to continue the
expansion of ASK Central's high street restaurant business within a more
operationally diverse group. Whilst the profitability, cash generation and
future growth prospects of the ASK and Zizzi brands and operations are important
contributors to the prospects of the Enlarged Group, the ASK Central Directors
believe also that a benefit of the Offer is ASK Central Shareholders' ability to
diversify their exposure from the high street into areas such as leisure parks
and airport concessions, where City Centre has an established presence.
In addition, City Centre has a high street presence which can benefit
significantly from ASK Central's experience in building a successful high street
business. One aspect of the proposed strategy for the Enlarged Group is to
identify how the financial performance of the established brands within the City
Centre high street portfolio can be moved towards the higher operating margins
currently being achieved by ASK Central.
The Offer affords ASK Central Shareholders not only the opportunity to realise a
significant proportion of their investment in cash at this stage at a premium to
the ASK Central share price before the announcement of talks concerning the
merger, but also to participate in the future performance of the Enlarged Group
by retaining a substantial shareholding in the Enlarged Group. Upon completion
of the Offer combined with the implementation of the Placing in full, ASK
Central Shareholders will own 40.7 per cent. of the Enlarged Group (excluding
City Centre Shares issued to ASK Central option holders who exercise their
options and accept the Offer).
In deciding to recommend each of the Initial Offer and the Amended Offer, the
ASK Central Directors have also taken into account the following factors:
• The Offer represents a premium of approximately 24.1 per cent. over the
Closing Price of 142.5p per ASK Central Share on 11 November 2003, being the
last Dealing Day prior to the announcement by ASK Central that it had received
an approach which may or may not lead to an offer being made for ASK Central and
a premium of approximately 23.7 per cent. over the average price per ASK Central
Share over the six months prior to this date;
• ASK Central Shareholders have the opportunity to receive both the ASK
Central Second Interim Dividend of 0.5p per ASK Central Share and the City
Centre Second Interim Dividend of 2.85p per Offer Share pursuant to the Initial
Offer or the Amended Offer (as the case may be);
• The Enlarged Group allows the continued growth of the ASK and Zizzi
concepts through new openings and re-branding opportunities within a wider
portfolio of brands;
• The Offer allows ASK Central Shareholders to participate both in the
future development of ASK Central as part of the Enlarged Group and any merger
benefits arising from the Acquisition, together with a partial cash realisation
in the value of their holdings in ASK Central; and
• On the basis that the City Centre Directors expect to maintain their
progressive dividend policy, the value of this additional income stream to ASK
Central shareholders, compared to the current ASK Central dividend policy should
be considered in addition to the premium offered for the ASK Central Shares.
ASK Central Shareholders' attention is drawn to the fact that the Dividends do
not form part of the Initial Offer or the Amended Offer. In order to qualify
for the ASK Central Second Interim Dividend, ASK Central Shareholders need to be
on the register of members of ASK Central on 30 December 2003, and in order to
qualify for the City Centre Second Interim Dividend, City Centre Shareholders
need to be on the register of members of City Centre on a record date which is
expected to be three weeks after the date on which the Offer becomes or is
declared unconditional in all respects.
9. Recommendation
The ASK Central Directors, having been so advised by Evolution Beeson Gregory,
consider the terms of each of the Initial Offer and the Amended Offer to be fair
and reasonable. In providing advice to the ASK Central Board, Evolution Beeson
Gregory has taken into account the commercial assessments of the ASK Central
Directors.
Accordingly, the ASK Central Directors intend to unanimously recommend ASK
Central Shareholders to accept the Offer as they intend to do in respect of
their entire beneficial holdings of ASK Central Shares amounting to 7.8 per
cent. of the issued share capital of ASK Central.
Evolution Beeson Gregory is advising the ASK Central Board in relation to the
Offer and is not acting for any member of the ASK Central Board in their
personal capacities nor for any ASK Central Shareholders in relation to the
Offer. Evolution Beeson Gregory will not be responsible to any such person for
providing the protections afforded to its clients or advising any such person in
relation to the Offer. In particular, Evolution Beeson Gregory will not owe any
duties to any particular ASK Central Shareholder concerning the Offer.
10. Information on City Centre
City Centre is one of the largest UK independent restaurant operators. Its
portfolio of branded restaurants, cafes and bars operate across three market
segments; leisure parks, the high street and concessions. City Centre's
strategic focus for its restaurants is in the popular food service,
value-for-money sector of the market.
In March 2001 Alan Jackson was appointed Executive Chairman. In June 2001
Andrew Page was appointed Finance Director and in November 2003, he was
appointed Group Managing Director with effect from 1 December 2003. Since the
board appointments during 2001, and as stated in City Centre's 2001 annual
report, the Group has focused on fewer, stronger brands and initiated a
programme of disposing of non core operations. Kevin Bacon and Patricia Corzine
were appointed to the board of City Centre in June 2003 and October 2003
respectively. The management team has overseen further operational improvements
including forging closer links between operational brands, enhanced menu
offerings and improved purchasing terms with suppliers. In addition, the
management team has focused on reducing the Group's net debt. This has been
achieved alongside selective investment in the development of the business to
meet the Group's strategic objectives of high returns on capital and good growth
prospects.
As at 30 June 2003 City Centre had over 240 restaurants in its portfolio. City
Centre divides its operations into the following business segments:
• Leisure Parks - The division operates predominantly in multiplex leisure
parks and large shopping complexes. As at 30 June 2003 City Centre had 108
restaurants in the division comprising 82 Frankie & Benny's and 26 Chiquitos.
For the six months ended 30 June 2003 the division generated *46 per cent. of
Group turnover;
• High Street - The division is the longest established within the Group.
As at 30 June 2003 City Centre had 112 restaurants in the division comprising 63
Caffe Uno, 29 Garfunkel's, and 20 Est Est Est. For the six months ended 30 June
2003 the division generated *37 per cent. of Group turnover; and
• The Concessions Connection - The concessions businesses operate a variety
of branded catering outlets principally drawn from the City Centre portfolio in
five airports and other locations. As at 30 June 2003 City Centre operated 25
units at airport locations and 2 further units. For the six months ended 30
June 2003 the division generated *17 per cent. of Group turnover.
* Percentages of Group turnover are extracted from City Centre's interim
statement dated 11 September 2003 to be set out in the Listing Particulars.
11. Information on ASK Central
ASK Central currently owns and operates over 167 pizza and pasta restaurants
around the UK. The first ASK restaurant opened in June 1993 in Belsize Park,
London NW3. By October 1995 ASK had grown to nine restaurants and gained a
listing on the Alternative Investment Market. Each restaurant has a different
design to suit the character of the building and ASK Central has undertaken the
restoration and conversion into restaurants of many listed buildings or
buildings of local interest. ASK Central operates restaurants which are located
predominantly in London and the South East.
ASK Central has two core brands, ASK and Zizzi, where the offering is a simple,
evolving menu with a broad offering of pizzas, pasta and 'specials', and a new
brand concept, Jo Shmo's:
• ASK: the largest brand (by outlet) comprising 104 restaurants as at 4
September 2003;
• Zizzi: operated 50 restaurants as at 4 September 2003; and
• Jo Shmo's: an American style grill specialising in hamburgers, chicken and
ribs. ASK Central currently has three Joe Shmo's restaurants and intends to
continue to roll out the brand.
As at 29 June 2003, ASK Central's net assets were £58.7 million. For the 52
weeks ended 29 December 2002, ASK Central achieved turnover of £95.8 million,
profit before tax of £16.7 million and profit after tax of £11.4 million.
12. Current trading and prospects for the Enlarged Group
In its results for the six month period to 30 June 2003 announced on 11
September 2003, Alan Jackson, Executive Chairman of City Centre, stated that
City Centre had performed strongly and delivered an excellent set of first half
results, producing double digit profit and earnings per share growth and that,
against a challenging background, this was a strong performance. Since that
announcement, the Group's trading performance has continued to be encouraging.
Like for like sales for the 49 weeks to 7 December 2003 across the estate were
three per cent. ahead of 2002. Eleven Frankie & Benny's have been opened in the
year. In the concession division seven new concessions have been opened in the
year, replacing six expiring concessions. As stated in the interim results
announcement, the City Centre board believes that the Group's brand position in
the value sector will continue to attract customer spend and loyalty.
In its results for the 26 weeks period to 29 June 2003 announced on 4 September
2003, George Cracknell, Non-Executive Chairman of ASK Central stated that ASK
had again achieved excellent results demonstrating the popularity of ASK
Central's simple value for money concept. Since this date ASK Central has
continued to see a positive trading trend with the like for like estate showing
growth in turnover and restaurant contribution against the same period in 2002.
ASK Central has opened 26 restaurants in the year to date. A further 4 openings
are expected before the year end bringing the total ASK Central Group number of
restaurants to 171. Of the restaurants opened or to be opened in the second
half of the year, 11 will have been opened in the last two months of the year,
limiting the contribution they will make to the ASK Central Group before the
year end.
The Directors and the Proposed Directors are confident of the prospects for the
Enlarged Group for the current and next financial years.
Following the Acquisition the Directors and the Proposed Directors believe there
is the opportunity to re-brand and convert a number of restaurant units,
principally from within the City Centre portfolio. Following completion of the
Offer, it is the Enlarged Group Board's intention to undertake a comprehensive
review of the Enlarged Group's portfolio in order to determine the potential for
creating additional shareholder value through re-brandings and conversions or,
possibly, through the disposal of some units. It is anticipated that this
process will result in an exceptional provision being made against the Enlarged
Group's carrying values of some units.
13. Directors, Proposed Directors, senior management and employees of the
Enlarged Group
The board of the Enlarged Group will comprise directors from both City Centre's
board and ASK Central's Board. The City Centre Directors and Proposed Directors
believe this combination will create a strong management team for the Enlarged
Group, in which many of the current executive Directors of ASK Central will
continue to have a strategic and operational influence on the Enlarged Group.
Directors
Upon the Offer becoming or being declared unconditional in all respects, the
members of the Board of City Centre will be as follows:
*Alan Marchant Jackson - Executive Chairman
*Andrew Page - Group Managing Director
**Adam Kaye - Executive Director, High Street
*Kevin John Bacon - Executive Director, Leisure Parks
*Patricia Ann Corzine - Executive Director, Concessions
**Julia Margaret Fleet - Executive Director
**Martin William Eckersley - Finance Director
*Andrew Gerald Thomas - Non-Executive Director
*John Ellis Jackson - Non-Executive Director
*Ian George Hannah - Non-Executive Director
**George Duncton Cracknell - Non-Executive Director
*Existing City Centre Director
**Existing ASK Central Director and Proposed Director
As announced on 17 November 2003, Andrew Page, (formerly finance director of
City Centre), was appointed Group Managing Director of City Centre with effect
from 1 December 2003. Following the Offer becoming or being declared
unconditional in all respects, Martin Eckersley, currently finance director of
ASK Central, will be appointed as finance director for the Enlarged Group.
Proposed Directors
Upon the Offer becoming or being declared unconditional in all respects, each of
Adam Kaye, Julia Fleet and Martin Eckersley will enter into a service agreement
with the Company on the following proposed terms which are in line with terms
currently in place with the incumbent executive directors of City Centre. These
agreements will be terminable by either party on 12 months' written notice. They
will be paid a basic salary of £150,000, £120,000 and £175,000 per annum
respectively and will receive other benefits including: an annual bonus based
upon certain targets in respect of the Company's budget being achieved; current
annual pension contributions at the rate of 20 per cent. of salary and other
benefits in kind. In addition, each of Julia Fleet and Martin Eckersley shall
receive options over 200,000 and 300,000 City Centre Shares respectively under
the 2003 Mirror Scheme.
In certain circumstances if the Company terminates such services agreements, the
Company must pay the relevant persons upon termination, a lump sum payment equal
to their annual salary, and payments which constitute approximately one year's
bonus and benefits. Such persons will be subject to restrictive covenants
following a termination of their agreements.
George Cracknell will enter into a letter of appointment with the Company. The
agreement will be terminable by either party on three months' written notice and
his basic fee will be £37,500 per year.
Senior management
Upon the Offer becoming or being declared unconditional in all respects, the
other executive members of the existing ASK Central board, including Samuel
Kaye, Neil Blows and Salvatore Diliberto, will enter into a service agreement
with the Company on the following proposed terms, again in line with the terms
of the relevant incumbent City Centre personnel. These agreements will be
terminable by either party on 12 months' written notice. They will be paid a
basic salary of £120,000, £105,000 and £100,000 per annum, respectively, and
will receive other benefits including: an annual bonus based upon certain
targets in respect of the Company's budget being achieved; current pension
contributions at the rate of 10 per cent. of salary; and other benefits in kind.
Employees
The City Centre Directors have confirmed the existing employment rights,
including pension rights, of all employees and associates of ASK Central will be
fully safeguarded. The ASK Central Directors and the City Centre Directors
believe that the Enlarged Group is expected to provide enhanced opportunities
for all staff and associates.
14. Disclosure of interests in ASK Central
Neither City Centre nor any person deemed to be acting in concert with City
Centre owns or controls any ASK Central Shares or has any options to acquire ASK
Central Shares. Neither City Centre nor any person acting in concert with City
Centre for the purposes of the Offer has any arrangement in relation to ASK
Central Shares or any securities convertible into or exchangeable into ASK
Central Shares or options (including traded options) in respect of, or
derivatives referenced to, any such shares. For these purposes, 'arrangement'
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to ASK Central Shares which may
be an inducement to deal or refrain from dealing in such shares.
15. Further details of the Offer
The Offer extends to all existing issued ASK Central Shares and to any ASK
Central Shares which are unconditionally allotted and fully paid (or credited as
fully paid) prior to the date on which the Offer closes (or, subject to the City
Code, such earlier date as City Centre may decide), including ASK Central Shares
issued pursuant to the exercise of options granted under the ASK Central Share
Option Schemes, ASK Central Option Deeds or otherwise. Certain options over ASK
Central Shares become exercisable upon the Offer becoming or being declared
unconditional. Option holders are unlikely to be able to participate in the Mix
and Match Facility and will not receive the ASK Central Second Interim Dividend.
The ASK Central Shares will be acquired by City Centre fully paid and free from
all liens, charges, equitable interests, encumbrances and any other third party
rights of any nature whatsoever and together with all rights now or hereafter
attaching to them, including the right to receive in full and retain all
dividends and other distributions (if any) subsequently declared, made or paid,
save for the ASK Central Second Interim Dividend declared today.
The Offer Shares to be issued pursuant to the Offer will be issued credited as
fully paid and free from all liens, equities, encumbrances, and other interests.
The Offer Shares will rank pari passu in all respects with, and have the same
rights as, the Existing City Centre Shares, including the right to receive all
future dividends and other distributions declared, including the City Centre
Second Interim Dividend, made or paid by City Centre following their issue.
Fractions of Offer Shares will not be allotted or issued pursuant to the Offer
but will be aggregated and sold in the market for the benefit of the Enlarged
Group.
The Offer is subject to the conditions of the Offer set out in Appendix 1, and
the conditions and further terms that will be set out in the Offer Document and
in the Form of Acceptance.
The Offer is conditional on the City Centre Shareholders passing resolutions to
approve the Acquisition. An Extraordinary General Meeting of City Centre will
be convened in due course to consider this and other resolutions, further
details of which will be set out in the Listing Particulars and Circular to be
sent to City Centre Shareholders. The City Centre Directors intend to vote in
favour of such resolutions in respect of their beneficial holdings of, in
aggregate, 168,500 City Centre Shares (representing 0.09 per cent. of City
Centre's existing issued share capital).
16. Listing of City Centre Shares
Application will be made to the UKLA for the Offer Shares and the Placing Shares
to be admitted to the Official List of the UK Listing Authority. Application
will also be made to the London Stock Exchange for the Offer Shares and Placing
Shares to be admitted to trading on the London Stock Exchange. Dealings in the
Offer Shares are expected to commence on the first dealing day following the
date on which the Offer becomes or is declared unconditional in all respects
(save for the condition relating to Admission). Dealings of the Placing Shares
are expected to commence at 8:00 a.m. on the business day following the passing
of the relevant resolutions at the EGM.
17. Compulsory Acquisition and cancellation of listing
If City Centre receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the ASK Central Shares to which the
Offer relates and the Offer becomes unconditional in all respects, City Centre
will exercise its rights pursuant to the provisions of sections 428 to 430F
(inclusive) of the Act to acquire compulsorily ASK Central Shares in respect of
which acceptances have not then been received. City Centre will undertake to
pay to the holders of such ASK Central Shares a sum equal to the amount of the
gross City Centre Second Interim Dividend that would have been paid to them if
they had accepted the Offer (and assuming that they made no election under the
Mix and Match Facility).
If the Offer becomes or is declared unconditional in all respects irrespective
of the level of acceptances (provided this shall be greater than 75 per cent. of
the nominal value of the ASK Central shares to which the Offer relates), and
whether or not City Centre is in a position to apply the provisions of sections
428 to 430F (inclusive) of the Act to acquire compulsorily the remaining ASK
Central Shares, City Centre will procure that ASK Central applies to the London
Stock Exchange for the cancellation of the admission of ASK Central shares to
AIM and will seek to re-register ASK Central as a private company under the
provisions of the Act. It is anticipated that, with the consent of the London
Stock Exchange, such cancellation will take effect no earlier than 20 business
days following the announcement that the Offer has become or been declared
unconditional in all respects.
Such cancellation is likely to reduce significantly the liquidity and
marketability of ASK Central Shares. Accordingly, the value of any ASK Central
Shares in respect of which acceptances of the Offer are not made, may be
affected.
18. ASK Central Share Option Schemes and ASK Central Option Deeds
The Offer extends to any ASK Central Shares issued or unconditionally allotted
and fully paid (or credited as fully paid) whilst the Offer remains open for
acceptance (or, subject to the City Code, by such earlier date as City Centre
may decide), including ASK Central Shares issued pursuant to the exercise of
options granted under the ASK Central Share Option Schemes, ASK Central Option
Deeds or otherwise. Certain options over the ASK Central Shares issued under
the ASK Central Option Deeds and ASK Central Share Option Schemes become
exercisable upon the Offer becoming or being declared unconditional. Persons
who hold such options will be in a position to exercise their options and accept
the Offer in respect of the ASK Central Shares issued to them. In so far as
they are not exercised within the compulsory acquisition period pursuant to
sections 428 to 430 of the Act (in respect of all ASK Central options) such
options will lapse. The Directors of City Centre have proposed that City Centre
will make appropriate proposals to the relevant participants in the 2001
Approved Share Option Schemes to roll over their options into options over City
Centre Shares.
Option holders whose options only become exercisable on the Offer becoming or
being declared unconditional in all respects should note that they will not
receive the ASK Central Second Interim Dividend and that they will not be able
to make elections under the Mix and Match Facility.
19. Overseas shareholders
The availability of the Offer to ASK Central Shareholders not resident in the UK
or who are citizens in countries other than the UK, may be affected by the laws
of the relevant jurisdiction. ASK Central Shareholders who are not resident in
the UK or citizens in countries other than the UK should inform themselves about
and observe any applicable requirements.
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.
The Offer Shares and Placing Shares to be issued pursuant to the Offer and the
Placing have not been, and will not be, registered under the United States
Securities Act of 1933, as amended, or under any of the relevant securities laws
of any state or district of any US Restricted Jurisdiction, Canada, Australia or
Japan. Accordingly, unless an exemption under such Act or other laws is
available, the Offer Shares and Placing Shares may not be offered, sold,
transferred or delivered, directly or indirectly, in or into any US Restricted
Jurisdiction, Canada, Australia or Japan or to or for the account or benefit of
any United States, Canadian, Australian or Japanese person. This announcement
and related materials do not constitute an offer of securities for sale in any
US Restricted Jurisdiction, Canada, Australia or Japan.
20. Inducement fee
City Centre and ASK Central have entered into an inducement fee agreement dated
17 December 2003, pursuant to which each of them has agreed to pay the other an
inducement fee of approximately £1.7 million, being one per cent. of the value
of the Offer (excluding the Dividends) upon the occurrence of certain specified
events. ASK Central is obliged to pay such a fee to City Centre in the event
that: the ASK Central Directors withdraw their recommendation of the Offer or
recommend an alternative proposal; that another offer for ASK Central becomes
unconditional or otherwise completes; or that ASK Central disposes of any of its
subsidiaries or subsidiary undertakings or the whole or a substantial part of
its business during the Offer Period. City Centre is obliged to pay such a fee
to ASK Central in the event the City Centre Shareholders do not pass the
resolutions necessary to effect the Offer or the Placing Agreement terminates,
other than in circumstances triggering the payment of an inducement fee by ASK
Central as outlined above.
21. General
The Offer Document in respect of the Offer and a copy of the Listing Particulars
in respect of the Offer Shares and Placing Shares will be posted to ASK Central
Shareholders shortly. The Listing Particulars will contain a notice of EGM
which sets out the Resolutions to be put to City Centre Shareholders in order to
seek their approval in respect of the Proposals. This announcement does not
constitute an offer or invitation to purchase securities.
The ASK Central Directors accept responsibility for the information contained in
this document relating to ASK Central, the ASK Central Directors and members of
their immediate families and related trusts. To the best of the knowledge and
belief of the ASK Central Directors (who have taken all reasonable care to
ensure that such is the case), such information is in accordance with the facts
and does not omit anything likely to affect the import of such information.
The City Centre Directors accept responsibility for the information contained in
this document, other than the information for which the ASK Central Directors
accept responsibility. To the best of the knowledge and belief of the City
Centre Directors (who have taken all reasonable care to ensure that such is the
case), such information is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Enquiries:
City Centre ASK Central
Alan Jackson (Executive Chairman) Adam Kaye (Chief Executive)
Andrew Page (Group Managing Director) Martin Eckersley (Finance Director)
Tel: 020 7457 2020 (on 18 December 2003) Tel: 020 7457 2020 (on 18 December 2003)
Tel: 020 7747 7750 (thereafter) Tel: 01727 735800 (thereafter)
Dresdner Kleinwort Wasserstein Evolution Beeson Gregory
Charles Batten Tom Price
Christopher Baird
Tel: 020 7623 8000 Tel: 020 7071 4300
College Hill College Hill
Matthew Smallwood Justine Warren
Tel: 020 7457 2020 Tel: 020 7457 2020
This announcement does not constitute an offer or an invitation to purchase
securities.
This announcement may contain certain statements that are or may be
forward-looking with respect to the financial condition, results of operations
and business of ASK Central or City Centre. These 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
which could cause actual results or developments to differ materially from those
expressed or implied by such forward-looking statements. The statements have
been made with reference to forecast price changes, economic conditions, and the
current regulatory environment.
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting exclusively for City Centre
and for no one else in connection with the Offer and the Placing and will not be
responsible to anyone other than City Centre for providing the protections
afforded to customers of Dresdner Kleinwort Wasserstein Limited, or for
affording advice in relation to the Offer and the Placing or any matters
referred to in this announcement.
Evolution Beeson Gregory Limited, which is authorised and regulated in the UK by
the Financial Services Authority, is acting exclusively for ASK Central and no
one else in connection with the Offer and other matters described herein and
will not be responsible to anyone other than ASK Central for providing the
protections afforded to customers of Evolution Beeson Gregory Limited or for
giving advice in relation to the Offer or any other matter described 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.
The New City Centre Shares have not been, and will not be, registered under the
United States Securities Act of 1933, as amended, or under any of the relevant
securities laws of any state or district of any US Restricted Jurisdiction,
Canada, Australia or Japan. Accordingly, unless an exemption under such Act or
other laws is available, the New City Centre Shares may not be offered, sold,
transferred or delivered, directly or indirectly, in or into any US Restricted
Jurisdiction, Canada, Australia or Japan or to or for the account or benefit of
any United States, Canadian, Australian or Japanese person. This announcement
and related materials do not constitute an offer of securities for sale in any
US Restricted Jurisdiction, Canada, Australia or Japan.
APPENDIX I
Conditions of the Offer
The Offer, which will be made by Dresdner Kleinwort Wasserstein on behalf of
City Centre, will comply with the Listing Rules and the Code, will be governed
by English law and will be subject to the jurisdiction of the courts of England
and to the terms and contained in the Offer Document and the accompanying Form
of Acceptance. The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 3.00 p.m. (London time) on the First Closing Date of the Offer
(or such later time(s) and/or date(s) as City Centre may, subject to the Code,
decide) in respect of not less than 90 per cent. in nominal value (or such
lesser percentage as City Centre may decide) of the ASK Central Shares to which
the Offer relates provided that this condition will not be satisfied unless City
Centre shall have acquired, or agreed to acquire, whether pursuant to the Offer
or otherwise, ASK Central Shares carrying, in aggregate, more than 50 per cent.
of the voting rights then normally exercisable at a general meeting of ASK
Central, including for this purpose except (to the extent otherwise required by
the Panel) any such voting rights attaching to any ASK Central Shares that are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise and for the purposes of this
condition: (i) ASK Central Shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting rights which they will carry on
issue; and (ii) the expression 'ASK Central Shares to which the Offer relates'
shall be construed in accordance with sections 428 to 430F (inclusive) of the
Act;
(b) the passing of the resolutions necessary to implement the Offer;
(c) (i) the Office of Fair Trading ('OFT') indicating in terms reasonably
satisfactory to City Centre that it does not believe that the proposed
Acquisition of all or any of the ASK Central Shares by City Centre creates a
relevant merger situation within the meaning of section 23 of the Enterprise Act
2002 ('EA'); or
(ii) the OFT indicating in terms reasonably satisfactory to City Centre that it
has decided not to refer the Acquisition of ASK Central by City Centre or any
matter arising therefrom to the Competition Commission in the United Kingdom; or
(iii) the period for considering any merger notice given to the OFT under
section 96 of the EA by City Centre having expired without any such reference
being made, provided that section 100 of the EA does not apply in relation to
such merger notice;
(d) the UK Listing Authority agreeing to admit to the Official List the Offer
Shares and such admission becoming effective in accordance with paragraph 7.1 of
the Listing Rules or (if determined by City Centre and subject to the consent of
the Panel) agreeing to admit such shares to the Official List subject only to
the allotment of such shares and/or the Offer becoming or being declared
unconditional in all respects and the London Stock Exchange agreeing to admit
the Offer Shares to trading;
(e) no Relevant Authority having initiated or decided to take, instituted or
threatened any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed the enactment or making of any statute, regulation,
order or decision or having taken any other steps that would or might be
reasonably expected to:
(i) make the Offer or its implementation or the acquisition or the proposed
acquisition of any shares in or other securities in, or control of, ASK Central
by any member of the City Centre Group void, unenforceable and/or illegal under
the laws of any jurisdiction or otherwise directly or indirectly restrain,
restrict, prohibit or otherwise delay or interfere with the implementation of,
or impose additional conditions or obligations with respect to, or otherwise
challenge, hinder or interfere therewith, in each case in a manner which is
Material;
(ii) require, prevent or delay the divestiture, or alter the terms envisaged for
any proposed divestiture, by any member of the City Centre Group or any member
of the ASK Central Group of all or any material part of their respective
businesses, assets or property or impose any limitation on their ability to
conduct all or any part of their respective businesses or to own any of their
respective assets or properties or any part thereof to an extent in any such
case which is Material;
(iii) require, prevent or materially delay any divestiture by any member of the
City Centre Group of any shares or other securities in ASK Central;
(iv) impose any limitation on or result in a delay in, the ability of any member
of the City Centre Group to acquire or hold or to exercise effectively, directly
or indirectly, all or any rights of ownership in respect of shares or loans or
other securities convertible into shares or other securities (or the equivalent)
in, or to exercise management control over, any member of the ASK Central Group
or any such member's businesses, assets or properties which is Material;
(v) adversely affect the business, assets, financial or trading position or
profits or prospects of any member of the ASK Central Group or any member of the
City Centre Group to an extent which is Material save where such action is taken
by the Relevant Authority in relation to a set of circumstances which have been
Disclosed;
(vi) except pursuant to Part XIIIA of the Act, require any member of the City
Centre Group or the wider ASK Central Group to offer to acquire any shares or
other securities (or the equivalent) or interest in any member of the wider ASK
Central Group or the City Centre Group owned by any third party to an extent
which is Material;
(vii) impose any material limitation on the ability of any member of the City
Centre Group or any member of the wider ASK Central Group to integrate or
co-ordinate its business, or any part of it, with all or any part of the
business of any other member to an extent which is Material save where such
Action is taken by the Relevant Authority in relation to a set of circumstances
which have been Disclosed; or
(viii) result in any member of the wider ASK Central Group or any member of the
City Centre Group ceasing to be able to carry on business under the name under
which it presently does so (the consequences of which would be Material) save
where such Action is taken by the Relevant Authority in relation to a set of
circumstances which have been Disclosed,
and all applicable waiting and other time periods during which any such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation or enquiry or reference or any other step under the laws or
regulations of any jurisdiction in respect of the Offer or the acquisition or
proposed acquisition of any ASK Central Shares having expired, lapsed or been
terminated;
(f) all necessary filings and applications having been made in respect
of the Offer and all statutory or regulatory obligations in any jurisdiction
that are Material having been complied with. All Authorisations reasonably
considered necessary or appropriate by City Centre and necessary or appropriate
in any jurisdiction for or in respect of and to an extent Material being
obtained in terms and in a form satisfactory to City Centre from all appropriate
third parties or from any persons or bodies with whom City Centre or ASK Central
or any member of the wider ASK Central Group has entered into contractual
arrangements and such Authorisations together with all Authorisations necessary
or appropriate for ASK Central or any member of the wider ASK Central Group to
carry on its business remaining in full force and effect and no notice or
intimation of any intention to revoke, suspend, restrict or modify or not to
renew any of the same having been made at the time at which the Offer would
become otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(g) save as Disclosed there being no provision of any arrangement, agreement,
franchise, lease, licence, permit or other instrument to which ASK Central or
any member of the ASK Central Group is a party or by or to which ASK Central or
any member of the ASK Central Group or any of its assets may be bound entitled
or be subject which, as a result of the making or implementing the Offer or the
acquisition or proposed acquisition by City Centre of any shares in or other
securities in ASK Central, or because of a change in the control or management
of ASK Central or any member of the ASK Central Group or otherwise, would or
might reasonably be expected to result in, to an extent which would be Material:
(i) any monies borrowed by, or any other indebtedness (actual or contingent) of,
or any grant available to, any member of the wider ASK Central Group being or
becoming repayable or capable of being declared repayable immediately or earlier
than the stated maturity or repayment date or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such arrangement, agreement, franchise, lease, licence or other
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or modified or any onerous obligation arising
or any action being taken or arising thereunder;
(iii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of ASK
Central or of any other member of the ASK Central Group or any such mortgage,
charge or other security interest (whenever arising or having arisen) becoming
enforceable;
(iv) any assets or interests of ASK Central or any member of the ASK Central
Group being or falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed of or charged
otherwise than in the ordinary course of business;
(v) the value of ASK Central or any member of the ASK Central Group, or the
financial or trading position of any member of the wider ASK Central Group or
their prospects being prejudiced or adversely affected;
(vi) any member of the wider ASK Central Group ceasing to be able to carry on
business under any name under which it presently does so; or
(vii) the creation of any liability, actual or contingent, by any member of the
wider ASK Central Group,
and no event having occurred (other than in the ordinary course of business)
which, under any provision of any arrangement, agreement, franchise, lease,
licence, permit or other instrument to which any member of the wider ASK Central
Group is a party or by or to which any such member or any of its assets may be
bound entitled or be subject, would or might reasonably result in any events or
circumstances as are referred to in sub-paragraphs (i) to (vii) of this
paragraph (g) to an extent which would be Material;
(h) except as publicly announced to a Regulatory Information Service by or on
behalf of ASK Central on or prior to 17 December 2003 or as otherwise disclosed
in ASK Central's annual report and accounts for the year ended 29 December 2002,
its interim accounts to the period ended 29 June 2003, or as otherwise Disclosed
on or prior to 17 December 2003, no member of the ASK Central Group having since
4 September 2003:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class, or securities convertible into shares of any class or
rights, warrants or options to subscribe for or acquire, any such shares or
convertible securities;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus, dividend or other distribution, whether payable in cash or
otherwise which is Material (except as referred to in this document);
(iii) made, authorised or proposed (or announced any intention to propose) any
merger, or demerger, acquisition or disposal;
(iv) made, authorised or proposed or announced its intention to propose any
change in its share or loan capital;
(v) disposed of or transferred, mortgaged or charged, or created any other
security interest over, any asset or any right, title or interest in any asset
which is Material, or entered into, implemented, authorised, proposed or
announced, any contract, transaction, commitment or arrangement which is
Material otherwise than in the ordinary course of business;
(vi) implemented, authorised, proposed or announced any reconstruction,
amalgamation or scheme otherwise than in the ordinary course of business;
(vii) issued, authorised or proposed or announced the issue of any debentures or
(save in the ordinary course of business) incurred or increased any indebtedness
or contingent liability;
(viii) entered into, or varied the terms of any management secretarial/
administrative or advisory contract or varied or terminated, or authorised,
proposed or announced its intention to enter into, vary or terminate any
contract, transaction, commitment or arrangement (whether in respect of capital
expenditure or otherwise) which is outside the ordinary course of business or
which is of a long-term, onerous or unusual nature or magnitude or which
involves or could involve an obligation of a nature or magnitude which is
Material;
(ix) entered into any contract, commitment or arrangement or passed any
resolution that will result in the restriction of the scope of the business of
ASK Central or any member of the ASK Central Group;
(x) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xi) taken or proposed any corporate action or had any legal proceedings started
or threatened against it for its winding-up (voluntary or otherwise),
dissolution or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer of all or any
of its assets and revenues or had any analogous proceedings in any jurisdiction
started or threatened or had any such person appointed;
(xii) waived or compromised any claim which is Material;
(xiii) entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any service agreement with any
director or senior executive of the ASK Central or any member of the ASK Central
Group;
(xiv) passed any resolution to alter its memorandum or articles of association;
(xv) purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or made any other
change to any part of its share capital; or
(xvi) entered into any contract, commitment or arrangement or passed any
resolution in general meeting with respect to or proposed or announced any
intention to effect or propose any of the transactions, matters or events
referred to in this paragraph;
(i) except as disclosed in ASK Central's annual report and accounts for the year
ended 29 December 2002 or ASK Central's interim accounts for the period ended 29
June 2003 and except as publicly announced by or on behalf of ASK Central to a
Regulatory Information Service on or prior to 17 December 2003 no:
(i) adverse change or deterioration having occurred in the business, assets,
financial or trading position or profits or prospects of ASK Central or any
member of the ASK Central Group having occurred;
(ii) litigation, arbitration proceedings, prosecution or other legal proceedings
having been threatened, announced, instituted or remaining outstanding by,
against or in respect of ASK Central or any member of the ASK Central Group or
to which ASK Central or any member of the wider ASK Central Group is a party
(whether as plaintiff or defendant or otherwise) and no investigation by any
Relevant Authority or other investigative body against or in respect of ASK
Central or any member of the wider ASK Central Group having been threatened,
announced, instituted or remaining outstanding by, against or in respect of ASK
Central or any member of the ASK Central Group which would or might reasonably
be expected to adversely affect ASK Central or any member of the wider ASK
Central Group which has not been Disclosed; and
(iii) contingent or other liability having arisen or become apparent to City
Centre which would or might be reasonably be expected to adversely affect the
business, assets, financial or trading position or profits of ASK Central or the
ASK Central Group,
which is Material; and
(j) City Centre not having discovered on or prior to 17 December
2003:
(i) that any financial, business or other information publicly disclosed at any
time by ASK Central or on behalf of ASK Central or any member of the ASK Central
Group is misleading, contains a misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not misleading in any
case which has not subsequently been corrected by such disclosure;
(ii) that any member of the wider ASK Central Group or any partnership, company
or other entity in which any member of the wider ASK Central Group has a
significant economic interest and which is not a subsidiary undertaking of ASK
Central is subject to any liability (contingent or otherwise) which is not
publicly announced by or on behalf of ASK Central to a Regulatory Information
Service on or prior to 17 December 2003;
(iii) that any past or present member of the wider ASK Central Group has failed
to comply with any and/or all applicable legislation or regulation of any
jurisdiction with regard to the storage, disposal, spillage, release, discharge,
leak or emission of any waste or hazardous or harmful substance or any substance
likely to impair the environment or harm human health to an extent which is
material in the context of the wider ASK Central Group taken as a whole or that
there has otherwise been any such storage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous or harmful substance
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations, and wherever the same may have taken place)
which has given rise to or would be reasonably likely to give rise to any
liability (actual or contingent) on the part of any member of the wider ASK
Central Group; or
(iv) that there is, or is reasonably likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present member
of the wider ASK Central Group to make good, repair, reinstate or clean up any
property or any controlled waters now or previously owned, occupied, operated or
made use of or controlled by any such past or present member of the wider ASK
Central Group, under any environmental legislation, regulation, notice, circular
or order of any government, governmental body, agency, court, association or any
other person or body in any jurisdiction;
to an extent which is Material and has not been Disclosed.
Subject only to the requirements of the Panel, City Centre reserves the right to
waive all or any of the above conditions (other than (a), (b) and (d)), in whole
or in part. The Offer will lapse unless all the above conditions are fulfilled
or (if capable of waiver) waived or, where appropriate, determined by City
Centre to have been or remain satisfied by midnight on the twenty-first day
after the later of the First Closing Date and the date on which the Offer
becomes or is declared unconditional as to acceptances (or such later date as
City Centre may, with the consent of the Panel, decide). City Centre shall be
under no obligation to waive or treat as fulfilled any condition by a date
earlier than the date specified above for the fulfilment thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
The Offer will lapse (unless otherwise agreed by the Panel) if, before 3.00 p.m.
on the First Closing Date or the date when the Offer becomes or is declared
unconditional as to acceptances (whichever is the later) the acquisition of ASK
Central by City Centre is referred to the Competition Commission. If the Offer
lapses, it will cease to be capable of further acceptances and persons accepting
the Offer and City Centre shall thereupon cease to be bound by acceptances
delivered on or before the date on which the Offer lapses.
APPENDIX II
Terms and conditions of the Placing
By participating in the Placing, Placees are deemed to have read, understood and
accepted, this Appendix in its entirety and to be providing the representations,
warranties, acknowledgements and undertakings contained in this Appendix.
Definitions used in this announcement have the same meanings within this
Appendix unless the context otherwise requires.
Details of the Placing Agreement and the Placing Shares
Dresdner Kleinwort Wasserstein Securities Limited ('DrKW') and Dresdner Bank AG
(London Branch ('DBAG')) have today entered into a placing agreement (the
'Placing Agreement') with City Centre plc ('the Company') pursuant to which DrKW
has conditionally agreed to use its reasonable endeavours to procure, on behalf
of the Company, persons to subscribe for the Placing Shares (at the Placing
Price for each Placing Share) and DBAG has conditionally agreed, to the extent
that DrKW does not do so, to subscribe as principal for any Placing Shares for
which DrKW is unable to procure such subscriptions. As further described under
'Conditions of the Placing' below, the Placing Shares comprise 9,715,084 Placing
Shares which are being placed firm (the 'Firm Placing Shares') and 9,714,916
Placing Shares which are being placed subject to the passing of the Placing
Resolution (the 'Conditional Placing Shares').
The Placing Shares will when issued be credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of 25p each in
the capital of the Company.
In this Appendix, unless the context otherwise requires, (a) 'Placee' means any
person (including any individual, fund or other entity) who has given a
commitment, or on whose behalf a commitment has been given, to accept the
allotment of Placing Shares and 'Placees' shall be construed accordingly; and
(b) 'Placing Participation' means a commitment given by or on behalf of a Placee
to have allocated to it Placing Shares.
Application for listing and admission to trading
Application will be made to the UK Listing Authority for admission of the
Placing Shares to the Official List maintained by the UK Listing Authority and
to the London Stock Exchange for admission to trading of the Placing Shares on
the London Stock Exchange's market for listed securities.
Participation in the Placing
DrKW will contact and confirm orally to Placees the size of their respective
allocations and a short-form placing letter will be dispatched to the Placees as
soon as reasonably practicable thereafter to be counter-signed and returned as
indicated thereon. DrKW's oral confirmation of the size of allocations and each
Placee's oral commitments to accept the same will constitute a legally binding
agreement pursuant to which each such Placee will be required to subscribe for
the number of Placing Shares allocated to the Placee on the terms, and subject
to the conditions, set out in this Appendix. DrKW shall be entitled to effect
the Placing by such alternative method as it shall in its sole discretion
determine.
Conditions of the Placing
The obligations of each of DrKW and DBAG under the Placing Agreement are
conditional, inter alia, on:
1. in respect of the Conditional Placing Shares only, the passing of the
Placing Resolution;
2. Admission becoming effective in accordance with paragraph 7.1 of the
Listing Rules made under Part VI of the Financial Services and Markets Act 2000
and in accordance with the London Stock Exchange plc's Admission and Disclosure
Standards by not later than the third business day following the EGM;
3. the Company's legal advisers delivering to DrKW a duly signed copy of a
legal opinion;
4. the Company allotting prior to Admission, subject only to Admission,
the Placing Shares to the Placees in accordance with the terms of the Placing
Agreement; and
5. the Company having complied with its obligations under the Placing
Agreement to the extent that the same fall to be performed prior to Admission,
(together the 'Conditions').
If the Conditions (other than condition 1 above in relation to the Firm Placing
Shares) are not fulfilled in all respects or waived by DrKW or the Placing
Agreement is terminated in the circumstances specified below, the Placing will
lapse and Placees' rights and obligations hereunder shall cease to have effect
at such time and no claim can be made by Placees in respect thereof.
DrKW reserves the right to waive or extend the time and/or date for fulfilment
of any of the conditions in the Placing Agreement (save that fulfilment of the
condition in paragraph 2 above may not be waived) provided that such time may
not be extended beyond 22 January 2004. In the event that any such extension is
agreed, Placees will be advised at the earliest opportunity and all subsequent
dates referred to herein will be adjusted appropriately. Any such extension or
waiver will not affect Placees' commitments pursuant to the Placing. DrKW shall
have no liability (a) to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition in the Placing Agreement or to grant any other indulgence in
relation thereto, or (b) in any other respect (save for fraudulent
misrepresentation).
By participating in the Placing, Placees agree that their rights and obligations
hereunder cease to have effect only in the circumstances described above, and
will not be capable of rescission or termination by Placees.
In addition, Placees acknowledge that the Placing Agreement gives neither DrKW
nor DBAG any termination rights.
Registration and Settlement
Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Placees will receive any shares placed with them
in uncertificated form by registration to their CREST member account. DrKW
reserves the right to require settlement for and delivery of the Placing Shares
by such other means that it deems necessary if delivery or settlement is not
possible within the CREST system within the timetable set out in this
announcement or would not be consistent with the regulatory requirements in the
Placee's jurisdiction.
Following the passing of the Placing Resolution at the EGM, a member of the DrKW
sales team will contact Placees to notify them that the Resolution has been
passed. Placees will receive a trade confirmation dated as at the date upon
which the Resolutions have been passed ('Trade Date'). Allocations will be
delivered to Placees against payment of the Placing Price free of (subject to
paragraph 5 below under the heading 'Representations and Warranties') stamp
duty, stamp duty reserve tax, PTM levy and commission. Following Admission, the
Placing Shares will be eligible for settlement through the CREST system.
Placees agree that they will do all things necessary to ensure that their CREST
account enables delivery of Placing Participations to be made to it against
payment three Business Days following the Trade Date.
The Company will deliver the Placing Shares to a CREST account operated by DrKW
as the Company's agent for onward settlement to Placee's CREST accounts. (ISIN
Code GB0000897198).
Interest will be chargeable daily on payments to the extent that value is
received after the due date at the rate of two percentage points above the base
rate of the UK clearing bank's base lending rate.
If Placees do not comply with these obligations, DrKW may sell the Placing
Shares allocated to Placees and retain from the proceeds, for its own account
and benefit, an amount equal to the Placing Price plus any interest due.
Placees will, however, remain liable for any shortfall below the Placing Price
and Placees may be required to bear any stamp duty or stamp duty reserve tax
(together with any interest or penalties) which may arise upon the sale of
Placees' Placing Shares on behalf of Placees.
Placees will not be entitled to receive any fee or commission in connection with
the Placing.
Representations and Warranties
By accepting a Placing Participation, each Placee (and any person acting on its
behalf) confirms, acknowledges, represents and warrants to DrKW (for itself,
DBAG and on behalf of the Company):
1. that it has read, understood and accepted this Press
Announcement in its entirety and that the only information on which it has
relied in agreeing to take up a Placing Participation is that contained in this
Press Announcement, and it has not relied on any other document, information,
representation, warranty or statement made by any person and that none of the
Company, its directors, DrKW nor any of its directors or any person acting on
behalf of any of them shall have any liability for any such other information,
representation, warranty or statement provided that nothing in this paragraph
shall exclude the liability of any person for any fraudulent misrepresentation;
2. that the contents of this Press Announcement are exclusively the
responsibility of the Company and that neither DrKW nor any person acting on its
behalf is responsible for or shall have any liability for any information,
representation or statement relating to the Company contained in this
announcement or any information previously published by or on behalf of the
Company and will not be liable for any Placee's decision to participate in the
Placing based on any information, representation or statement contained in this
announcement or otherwise;
3. that it has not received a prospectus or other offering document
and has relied on its own investigation of the business, financial or other
position of the Company in deciding to participate in the Placing;
4. that the waiver by DrKW of any condition of the Placing
Agreement shall be within DrKW's absolute discretion, and DrKW shall have no
liability or duty to any Placee whatsoever in connection with any decision to
waive any such condition, or to extend the time for satisfaction of any such
condition or to grant any other indulgence in relation thereto;
5. that it has complied with all applicable laws and regulations of
all relevant territories, and obtained all requisite governmental or other
consents which may be required in connection with the relevant Placee's Placing
Participation, that it has complied with all requisite formalities and has not
taken any action or omitted to take any action which would or might result in
DrKW or the Company or any of their respective directors, officers, agents,
employees or advisers acting in breach of the legal or regulatory requirements
of any territory in connection with the Placing or a Placee's Placing
Participation;
6. that this letter and the relevant Placee's acceptance of its
Placing Participation is governed by and construed in accordance with English
law and that it hereby submits (on its own behalf and on behalf of any person
for whom it is acting) to the exclusive jurisdiction of the English courts;
7. that it is not liable to stamp duty or stamp duty reserve tax
under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services);
8. that it has all necessary capacity and has obtained all
necessary consents and authorities to enable it to commit to, and participate
in, the Placing and to perform its obligations in relation thereto (including,
without limitation, in the case of any person on whose behalf it is acting) all
necessary consents and authorities to agree to the terms set out or referred to
in this announcement;
9. that it is a person who falls within the provisions of Articles
19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotions)
Order 2001;
10. that it has only communicated or caused to be communicated and will
only communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000 ('FSMA')) relating to the Placing Shares in
circumstances in which section 21(1) of FSMA does not require approval of the
communication by an authorised person;
11. that it has complied and will comply with all applicable provisions
of FSMA with respect to anything done by it in relation to the Placing Shares
in, from or otherwise involving the United Kingdom;
12. that to the extent applicable to it (a) it is aware of its
obligations in connection with money laundering under the Criminal Justice Act
1993, (b) it has identified its clients in accordance with The Money Laundering
Regulations 1993 (as amended) (the 'Regulations'), and (c) it has complied fully
with its obligations pursuant to the Regulations;
13. that its obligations hereunder shall not (save in the case of
fraudulent misrepresentation) be capable of rescission or termination by it in
any circumstances whatsoever;
14. that it is not a US Person (as defined in Regulation S under the US
Securities Act of 1933 ('Securities Act')) and that the Placing Shares have not
been and will not be registered under the Securities Act and it will not offer
or sell the Placing Shares in the United States and has not engaged and will not
engage in any 'directed selling efforts' (as defined in Regulation S under the
Securities Act) with respect to the Placing Shares;
15. that it is not a resident of Australia, Canada or Japan and the
Placing Shares have not been and will not be registered under the securities
legislation of Australia, Canada or Japan and, subject to certain exceptions
(with which it is the Placee's responsibility to comply), may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within those jurisdictions;
16. that the person who it specifies for registration as holder of the
Placing Shares will be (i) the Placee or (ii) a nominee of the Placee;
17. that neither DrKW nor the Company will be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure by
them to comply with paragraph 7 above;
18. that when a Placee or any person acting on behalf of the Placee is
dealing with DrKW, any money held in an account with DrKW on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the
Financial Services Authority which therefore will not require DrKW to segregate
such money, as that money will be held by it under a banking relationship and
not as trustee;
19. that the acceptance of a Placing Participation is made on the basis
that Placees are not and will not be a customer of DrKW for the purposes of the
rules of the Financial Services Authority and that DrKW does not have duties or
responsibilities to any Placee for providing the protections afforded to its
customers under such rules or for providing advice in relation to the Placing;
and
20. that the Company, DrKW, DBAG and others will rely upon the truth
and accuracy of the foregoing representations, warranties and acknowledgements
and confirmations.
Undertakings
By accepting a Placing Participation, each Placee (and any person acting on its
behalf) undertakes to DrKW (for itself, DBAG and on behalf of the Company) that:
1. it will pay for the Placing Shares acquired by it in accordance with
this announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other persons or sold as DrKW
determines;
2. it will acquire, hold, manage or dispose of the Placing Shares that
are allocated to it only for the purposes of its businesses; and
3. to the extent that it is liable to stamp duty or stamp duty reserve
tax under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository
receipts and clearance services), will bear any stamp duty and stamp duty
reserve tax as a consequence of the same.
By accepting a Placing Participation, each Placee (and any person acting on its
behalf) irrevocably appoints any director of DrKW as its agent for the purpose
of executing and delivering to the Company and/or its registrars any documents
on its behalf necessary to enable it to be registered as the holder of any of
the Placing Shares comprised in the relevant Placing Participation.
IMPORTANT INFORMATION FOR PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHO ARE 'INVESTMENT PROFESSIONALS' AS DESCRIBED IN ARTICLE 19 OR 'HIGH
NET WORTH COMPANIES' AS DESCRIBED IN ARTICLE 49 OF THE FINANCIAL SERVICES AND
MARKETS 2000 (FINANCIAL PROMOTIONS) ORDER 2001 OR TO WHOM IT MAY OTHERWISE
LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS '
RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS
APPENDIX III
Definitions
The following definitions apply throughout this announcement, unless the context
requires otherwise:
'Acquisition' the acquisition of all or part of the issued or to be issued ordinary
share capital of ASK Central by City Centre by means of the Offer;
'Act' or 'Companies Act' the Companies Act 1985 (as amended);
'Admission' admission of the New City Centre Shares to the Official List and to
trading on the London Stock Exchange becoming effective in accordance
with the Listing Rules and the Admission and Disclosure Standards;
'Admission and Disclosure Standards' the rules issued by the London Stock Exchange in relation to the
admission to trading of, and confirming requirements for, securities
admitted to the Official List;
'AIM' the Alternative Investment Market of the London Stock Exchange;
'AIM Rules' the rules issued by the London Stock Exchange from time to time
governing the admission to and the operation of AIM companies and
their nominated advisers and brokers;
'Amended Offer' the Initial Offer as amended automatically with effect from completion
of the Conditional Placing on terms that City Centre offers to acquire
all of the ASK Central Shares (for 66.0p in cash and 1.540 Offer
Shares per ASK Central Share);
''ASK Central'' ASK Central Plc;
''ASK Central Directors'' the directors of ASK Central Plc;
''ASK Central Group'' ASK Central, its subsidiaries and its subsidiaries' undertakings;
''ASK Central Option Deeds'' the deeds between ASK Central and various employees of ASK Central
pursuant to which ASK Central granted options over ASK Central to such
employees;
'ASK Central Second Interim Dividend' the proposed second interim dividend of 0.5p per share for the year
ending 31 December 2003;
''ASK Central Shareholder(s)'' holders of ASK Central Shares;
''ASK Central Share Option Schemes'' the ASK Central 1995 Executive Share Option Scheme and 2001 Approved
Share Option Scheme;
'ASK Central Shares' the existing unconditionally allotted or issued and fully paid
ordinary shares of 5p each in the capital of ASK Central and any
further such shares which are issued or unconditionally allotted and
fully paid (or credited as fully paid) while the Offer remains open
for acceptance (or such earlier date, not being earlier than the date
on which the Offer becomes unconditional as to acceptances or, if
later, the First Closing Date, as City Centre may, subject to the City
Code, decide), including ASK Central Shares which are unconditionally
allotted or issued or granted or subscribed for upon the exercise of
any options granted under the ASK Central Share Option Schemes;
'Bank Facility' the facility amount of £145m on the terms set out in the Facilities
Agreement;
'Banks' Barclays Bank PLC and The Royal Bank of Scotland plc;
'City Centre' or 'Company' City Centre Restaurants plc;
'City Centre Directors' the directors of City Centre;
'City Centre Second Interim Dividend' the proposed second interim dividend of 2.85p per share for the year
ending 31 December 2003;
'City Centre Shareholders' holders of Existing City Centre Shares;
'City Centre Shares' or 'Ordinary ordinary shares of 25p each in the capital of City Centre;
Shares'
'Circular' the circular to City Centre Shareholders forming part of the Listing
Particulars, containing information relating to the Offer, the Placing
and the Resolutions;
''Code'' or 'City Code' the City Code on Takeovers and Mergers;
'Conditional Placing' the placing of 9,714,916 City Centre Shares by Dresdner Kleinwort
Wasserstein Securities Limited pursuant to the terms of the Placing
Agreement conditionally upon, inter alia, the passing of the Placing
Resolution;
'Conditional Placing Shares' the Placing Shares the subject of the Conditional Placing;
'Closing Price' the closing middle market quotation of an ASK Central Share or City
Centre Share (as applicable) as derived from the Daily Official List
of the London Stock Exchange;
'Dealing Day' a day on which the London Stock Exchange is open for business in the
trading of securities admitted to the Official List;
'Disclosed' fully and fairly disclosed by or on behalf of ASK Central to City
Centre or its advisers in writing;
''Directors of ASK Central'' the directors of ASK Central;
'Dividends' the City Centre Second Interim Dividend and the ASK Central Second
Interim Dividend;
''Dresdner Kleinwort Wasserstein'' Dresdner Kleinwort Wasserstein Limited;
'Enlarged Group' City Centre and its subsidiary undertakings as enlarged by the
Acquisition;
'Enlarged Share Capital' the share capital of City Centre as enlarged by the Acquisition of ASK
Central;
'Evolution Beeson Gregory' Evolution Beeson Gregory Limited;
'Existing City Centre Shares' the City Centre Shares in issue at the date of this announcement;
'Extraordinary General Meeting' or 'EGM the extraordinary general meeting of City Centre expected to be held
' on or around 14 January 2004 or at any adjournment thereof, notice of
which is contained in the Circular and Listing Particulars;
'Facilities Agreement' the agreement between City Centre, the Original Borrowers, the
Original Guarantors, Barclays Capital and the Royal Bank of Scotland
plc, the Original Lenders and Barclays Bank plc dated 18 December
2003, a summary of which will be set out in the Offer Document;
'Firm Placing' the firm placing of 9,715,084 City Centre Shares by Dresdner Kleinwort
Wasserstein Securities Limited pursuant to the terms of the Placing
Agreement;
'Firm Placing Shares' the Placing Shares the subject of the Firm Placing;
'First Closing Date' the day expected to fall 28 days after the date on which the Offer
Document is posted;
''Form of Acceptance'' the form of acceptance for use in connection with the Offer that
accompanies the Offer Document;
'FSA' the Financial Services Authority;
'FSMA' the Financial Services and Markets Act 2000 as amended from time to
time;
'Group' or 'City Centre Group' City Centre and its subsidiary undertakings;
'Initial Offer' the recommended offer to acquire all of the ASK Central Shares (for
59.3p in cash and 1.633 Offer Shares per ASK Central Share) to be made
by Dresdner Kleinwort Wasserstein on behalf of City Centre on the
terms and subject to the conditions set out in the Offer Document and
in the Form of Acceptance (including where the context permits, any
subsequent revision, variation, extension or renewal of such Offer);
'Listing Particulars' the document comprising Listing Particulars to be dated on or about 22
December 2003 relating to the Existing City Centre Shares and New City
Centre Shares for which application for Admission will be made;
''Listing Rules'' the rules and regulations made by the Financial Services Authority in
its capacity as the UK Listing Authority under the Financial Services
and Markets Act 2000, as amended from time to time;
''London Stock Exchange'' the London Stock Exchange plc;
'Material' for the purposes of the summary of terms and conditions of the Offer,
means of material significance to City Centre in context of the Offer;
'Mix and Match Facility' the facility under which ASK Central Shareholders may elect to vary
the proportions in which they receive Offer Shares and cash in respect
of their holding of ASK Central Shares;
'New City Centre Shares' the Offer Shares and the Placing Shares;
''Offer'' the Initial Offer and, with effect from completion of the Conditional
Placing, the Amended Offer;
''Offer Document'' the document to contain the Offer by Dresdner Kleinwort Wasserstein on
behalf of City Centre;
'Offer Shares' the new ordinary shares to be issued by City Centre as consideration
under the Offer;
'Official List' the Official List of the UK Listing Authority;
'Overseas Shareholders' ASK Central Shareholders or City Centre Shareholders (as applicable)
with registered addresses outside the UK or who are citizens or
residents of countries other than the UK;
'Panel' the Panel on Takeover and Mergers;
'Placing' the Firm Placing and the Conditional Placing;
'Placing Agreement' the agreement dated 18 December 2003 between (1) Dresdner Kleinwort
Wasserstein Securities Limited and (2) Dresdner Bank AG (London
Branch) and (3) City Centre relating to the Placing;
'Placing Price' 71 pence per Placing Share;
'Placing Resolution' a special resolution of the Company to be proposed at the EGM
disapplying statutory pre-emption rights in relation to the issue of
the Conditional Placing Shares;
'Placing Shares' the Conditional Placing Shares and/or the Firm Placing Shares, as the
context requires;
'Proposals' The Offer, Acquisition and the Placing;
'Proposed Directors' Adam Kaye, Martin Eckersley, Julia Fleet and George Cracknell, being
the persons proposed to be appointed to the board of directors of City
Centre upon the Offer becoming or being declared unconditional in all
respects;
'Regulatory Information Service' the Company Announcements Office and/or RNS and /or any other channel
recognised from time to time as a channel for the dissemination of
regulatory information by listed companies under the Listing Rules;
'Relevant Authority' any government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body or
association, institution or agency (including any trade agency) or any
court or other body (including any professional body) or person in any
jurisdiction;
'Resolutions' the resolutions to be put to the City Centre Shareholders at the EGM
and to be set out in the notice at the end of the Listing Particulars;
'Restricted Jurisdiction' any US Restricted Jurisdiction, Australia, Canada or Japan or any
jurisdiction where extension or acceptance of the Offer would violate
the law of that jurisdiction;
'Securities Act' The United States Securities Act of 1933, as amended;
''UK'' or ''United Kingdom'' the United Kingdom of Great Britain and Northern Ireland;
'UK Listing Authority' or 'UKLA' the FSA acting in its capacity as competent authority for the purpose
of Part IV of the Financial Services and Markets Act 2000 and in the
exercise of its function in respect of the admission to the Official
List otherwise than in accordance with Part VI of the Financial
Services and Markets Act 2000;
'Unconditional Date' the date on which the Offer becomes or is declared unconditional as to
acceptances;
'US Securities Act' the United States Securities Act of 1933, as amended from time to
time;
'US Restricted Jurisdiction' any jurisdiction in the United States of America (including each State
and the District of Columbia), its territories and possessions where
it would be unlawful to make the Offer without prior registration or
qualification and there is no applicable exemption from registration
or qualification;
'Wider ASK Central Group' means ASK Central and its subsidiary undertakings, associated
undertakings and any other undertaking in which ASK Central and/or
such undertakings (aggregating their interest) have a significant
interest and for these purposes 'subsidiary undertaking', 'associated
undertaking' and 'undertaking' have the meanings given by the Act,
other than paragraph 20(1)(b) of Schedule 4A to that Act which shall
be excluded for this purpose, and 'significant interest' means a
direct or indirect interest in twenty per cent or more of the equity
share capital (as defined in the Act);
'2003 Mirror Scheme' the Company Executive Share Option Mirror Scheme adopted by City
Centre Shareholders on 4 June 2003
All references to legislation in this document are to English legislation unless
the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this document, 'subsidiary', 'subsidiary undertaking', '
undertaking' and 'associated undertaking' have their respective meanings under
the Companies Act.
This information is provided by RNS
The company news service from the London Stock Exchange
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