Demerger/Offer for Pubs&Bars
Whitbread Holdings PLC
20 March 2001
SUMMARY
Not for release, publication or distribution in or into the
United States of America, Canada, Japan, Australia or the
Netherlands
Whitbread Holdings PLC
Pubs and Bars division
Return of value of 230 pence per share
* The Board of Whitbread Holdings announces that it has
entered into an agreement with a company specially
formed by MGPE ('NewCo'), which:
* values its Pubs and Bars division at £1,625 million;
and
* provides for, inter alia, a demerger of the Pubs and
Bars division, following which NewCo will make a
cash offer to Whitbread Holdings shareholders for
Pubs and Bars.
* The Offer will provide for a cash payment of 230 pence
per share (approximately £1,130 million in aggregate) to
Whitbread Holdings shareholders and will include a loan
note alternative.
* Following completion of the Offer, the aggregate amount
received by shareholders, including £42 million already
returned through share buy-backs in November and
December last year, will represent approximately 75 per
cent. of the net value realised from Pubs and Bars.
* Approximately £445 million, representing the balance of
the value realised after paying transaction related
costs, will be retained by the Whitbread Group and
applied to reduce borrowings.
* The Board expects that, subject to approval of the
Demerger by Whitbread Holdings shareholders and the
Offer becoming unconditional, the return of value will
be substantially complete by early June.
* The return of value will complete the radical
restructuring of the Whitbread Group announced by the
Board in October last year. Future Whitbread will focus
on growth segments of the UK leisure market where the
Group already occupies leading positions.
* An extraordinary general meeting of Whitbread Holdings
is expected to be held on 20 April 2001 for shareholders
to approve the steps required to implement the Demerger.
* Final results for the Whitbread Group for the year ended
3 March 2001 are in the course of preparation and will
be announced on 2 May 2001.
Sir John Banham, the Chairman of Whitbread Holdings,
commented:
'This represents a very favourable outcome for Whitbread
Holdings shareholders. The Board has fulfilled its
objectives of realising full value for the Pubs and Bars
division and creating a focused company with leading
positions in growth segments of the UK leisure market. We
now look forward with much anticipation to the exciting
opportunities ahead for Future Whitbread.'
Graham Hutton, Chief Executive of MGPE, commented:
'We are delighted with this agreement. The Pubs and Bars
division has an excellent portfolio of assets and we are
confident that, together with management, we can
significantly develop this business and create additional
value in the future.'
Dresdner Kleinwort Wasserstein is acting as financial
adviser to Whitbread Holdings. Deutsche Bank and HSBC are
acting as corporate brokers to Whitbread Holdings.
Lehman Brothers is acting as sole financial adviser to MGPE
and NewCo and as sole lead arranger of the debt financing.
This summary should be read in conjunction with the full
text of the announcement.
A conference call for analysts will be held at 9.45 a.m.
today. To participate, dial 020 8781 0596 and ask for the
Whitbread Holdings conference call.
Enquiries:
Whitbread Holdings
David Thomas +44 (0)20 7606 4455
David Reed +44 (0)20 7806 5437
MGPE
Jon Macintosh +44 (0)20 7545 5302
Chris Hanna +44 (0)20 7545 3229
Dresdner Kleinwort Wasserstein +44 (0)20 7623 8000
David Barclay
Nigel Binks
Lehman Brothers +44 (0)20 7601 0011
Peter Combe
Adrian Fisk
Michael Mackinnon
Gavin Anderson & Company +44 (0)20 7457 2345
(for Whitbread Holdings)
Chris Salt
Laura Hickman
Smithfield Financial (for MGPE) +44 (0)20 7360 4900
John Kiely
Dresdner Kleinwort Wasserstein, which is regulated in the
United Kingdom by the Securities and Futures Authority
Limited, is acting for Whitbread Holdings and for no one
else in relation to the matters discussed herein and will
not be responsible to anyone other than Whitbread Holdings
for providing the protections afforded to its customers or
for providing advice in relation to the matters discussed
herein.
Lehman Brothers, which is regulated in the United Kingdom by
the Securities and Futures Authority Limited, is acting for
MGPE and NewCo and for no one else in relation to the
matters discussed herein and will not be responsible to
anyone other than MGPE and NewCo for providing the
protections afforded to its customers or for providing
advice in relation to the matters discussed herein.
FULL DETAILS TO FOLLOW
OFFGRGDXLGDGGBG
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