Offer Lapsed
Restaurant Group PLC
13 February 2004
13 February 2004
The Restaurant Group plc (the 'Group')
Response to the offer by Riposte Limited ('Riposte') for ASK Central plc ('ASK
Central')
The board of The Restaurant Group notes today's announcement by Riposte
regarding the recommended all cash offer for ASK Central at 220 pence per ASK
Central share.
Following careful consideration, the board of The Restaurant Group has concluded
that the price offered by Riposte, which represents a value of approximately
£1.3 million per ASK Central restaurant, is in excess of the price which The
Restaurant Group is prepared to offer. Accordingly, The Restaurant Group will
not be revising or extending its Offer for ASK Central, which has therefore
lapsed.
The Board continues to support the strategic and operational logic of its merger
with ASK Central, but has concluded that a revised offer at the level offered by
Riposte would not be in the best interests of The Restaurant Group Shareholders.
The Board has made this decision against the backdrop of the continuing
excellent performance and prospects of The Restaurant Group on a stand-alone
basis which include:
• as announced on 29 January 2004, the board of The Restaurant Group
anticipates that profit before tax and exceptional items for the year ended
31 December 2003 will be not less than £19.25 million, an increase of 14.4
per cent. compared to 2002;
• a strong start to the current financial year;
• a strengthened balance sheet, with net debt at 31 December 2003 of £24.7
million (2002: £44.6 million) (on a pro-forma basis including the net
proceeds of the Placing);
• continued development of The Restaurant Group's leading positions in the
Leisure Park and Concessions sectors, particularly through the roll-out of
Frankie & Benny's;
• continued progress with improving returns from its high street portfolio
which enjoyed like-for-like growth in 2003, and which has continued to
experience growth in the current financial year; and
• a strengthened Board with the appointment of Bob Ivell the former Chairman
and Managing Director of S&N Retail as a non-executive director.*
Alan Jackson, Chairman of The Restaurant Group said:
'Our offer for ASK Central had both commercial and financial logic, at what we
considered to be a fair price. However, we were not prepared to overpay or
dilute the returns available to our shareholders. While the rationale for the
acquisition still stands, the stand-alone Restaurant Group remains an extremely
successful business as our numbers for 2003 demonstrate. We are very well
positioned for further growth, have a strong balance sheet and an excellent
pipeline of new openings. As indicated, current trading is strong across the
business. We have a clear growth strategy and remain committed to achieving
long-term value enhancement for our shareholders.'
The full preliminary results for the Group are expected to be published in
mid-March 2004.
In relation to the Offer for ASK Central, the Directors of The Restaurant Group
declared a Second Interim Dividend of 2.85 pence, which was in lieu of a final
dividend and conditional on completion of the Offer. Given that the Offer has
now lapsed, it is the board's current intention to replace this Second Interim
Dividend payment, subject to shareholder approval, with a final dividend for the
year ended 31 December 2003 of 2.85 pence, making a total dividend of 3.60 pence
for the year ended 31 December 2003.
Exceptional charges in the financial year ended 31 December 2003
Exceptional charges during the year ended 31 December 2003 are anticipated to
amount to £0.98 million (2002: £0.05 million) in respect of net losses on
property disposals and £0.45 million (2002: Nil) in respect of compensation for
loss of office and associated termination costs relating to the departure of the
former Chief Executive (as announced on 17 November 2003).
This excludes any exceptional costs relating to the Offer for ASK Central and
the Placing, which are estimated to amount to approximately £1.3 million (net of
£1.7 million now recoverable from ASK Central under the terms of the inducement
fee, as set out in the Offer Document dated 22 December 2003).
Acceptances received and offer lapses
The Board of The Restaurant Group confirms that by 3.00 p.m. (U.K. time) on 13
February 2004, the fourth closing date of the Offer, valid acceptances of the
Offer had been received in respect of a total of 30,833,070 ASK Central Shares,
representing approximately 31.9 per cent. of the existing issued share capital
of ASK Central.
The Restaurant Group Offer was subject to valid acceptances being received in
respect of not less than 90 per cent. (or such lesser percentage as The
Restaurant Group may in its absolute discretion decide) of the issued share
capital of ASK Central to which the Offer relates.
This acceptance condition has not been satisfied or waived and accordingly the
Offer has lapsed. Documents of title in respect of ASK Central Shares which
have been assented to the Offer will be returned to the relevant ASK Central
Shareholders within 14 days. ASK Central Shares which have assented to the Offer
through CREST will be returned to the originating account within 14 days.
This total includes acceptances in respect of 7,126,568 ASK Central Shares,
representing approximately 7.4 per cent. of the existing issued share capital of
ASK Central, pursuant to the irrevocable undertakings to accept the Offer from
the Directors of ASK Central. These irrevocable undertakings will now lapse.
Save as disclosed in this announcement, neither The Restaurant Group, nor any
persons acting, or deemed to be acting, in concert with The Restaurant Group
held any ASK Central Shares (or rights over ASK Central Shares) or has acquired
or agreed to acquire any ASK Central Shares (or rights over ASK Central Shares)
during the Offer Period.
Words and expressions defined in the Offer Document dated 22 December 2003 shall
have the same meaning when used in this announcement.
Enquiries:
The Restaurant Group plc 020 7747 7750
Alan Jackson, Executive Chairman
Andrew Page, Group Managing Director
Dresdner Kleinwort Wasserstein 020 7623 8000
Charles Batten
Christopher Baird
College Hill 020 7457 2020
Adrian Duffield
Matthew Smallwood
* Further to the announcement on 5 February 2004 relating to Bob Ivell's
appointment to the Board of The Restaurant Group, the Group announces, in
accordance with paragraph 16.4 of the Listing Rules, he has not been a director
of any publicly quoted company in the last 5 years other than Scottish &
Newcastle plc and there is no information to be disclosed under paragraph 6F2(b)
to (g).
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting exclusively for The Restaurant
Group and for no one else in connection with the Offer and the Placing and will
not be responsible to anyone other than The Restaurant Group for providing the
protections afforded to customers of Dresdner Kleinwort Wasserstein Limited, or
for affording advice in relation to the Offer and the Placing or any matters
referred to in this announcement.
END
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