Offer Document Posted
11 January 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO
Recommended cash offer
for
coffeeheaven international plc ("coffeeheaven")
by
Costa Limited ("Costa"),
a wholly-owned subsidiary of Whitbread PLC ("Whitbread")
Posting of offer document
On 15 December 2009, the boards of directors of Costa and coffeeheaven announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of coffeeheaven, to be made by Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and restaurant group.
Costa announces that the offer document containing full terms of, and conditions to, the Offer, (the "Offer Document") was posted on Friday, 8 January 2010 to coffeeheaven Shareholders and, for information only, to holders of options or awards under the coffeeheaven Share Schemes, together with the related Form of Acceptance (in respect of certificated coffeeheaven Shares).
The Offer will initially remain open for acceptance until 1.00pm (London time) on 29 January 2010.
If you hold your coffeeheaven Shares in certificated form (that is, not in CREST), to accept the Offer you should complete, sign and return the Form of Acceptance (together with your share certificate(s) and any other documents of title) as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. (London time) on 29 January 2010 by Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars by telephoning 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK.
If you hold your coffeeheaven Shares in uncertificated form (that is, in CREST), to accept the Offer you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on 29 January 2010. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear UK in relation to your coffeeheaven Shares.
Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Macfarlanes LLP at 20 Cursitor Street, London, EC4A 1LT, while the Offer remains open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined herein), for inspection on the following websites by no later than 12 noon on 11 January 2010:
www.whitbread.co.uk
www.coffeeheaven.eu
Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.
Enquiries
Whitbread and Costa - 01582 844244
Tabitha Aldrich Smith, Director of Communications, Whitbread
John Derkach, Managing Director, Costa
Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to Whitbread) - 020 7545 8000
James Arculus
James Cass
Martin Pengelley (corporate broking)
Tulchan (public relations adviser to Whitbread) - 020 7353 4200
David Allchurch
coffeeheaven - 07973 442 331
Richard Worthington
Shore Capital & Corporate Limited (Rule 3 adviser to coffeeheaven) - 020 7408 4090
Guy Peters
Stephane Auton
Akur Partners (financial adviser to coffeeheaven) - 020 7955 1427
Andrew Dawber
David Shapton
Opera Public Relations (public relations adviser to coffeeheaven) - 08450 600 650
Simon Turton
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Whitbread and Costa and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Whitbread and Costa for providing the protections afforded to the clients of Deutsche Bank AG, London Branch nor for providing advice in relation to any matter referred to herein.
Shore Capital & Corporate Limited, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for coffeeheaven and no one else in connection with the contents of this announcement, and accordingly, Shore Capital will not be responsible to anyone other than coffeeheaven for providing the protections offered to clients of Shore Capital nor for providing advice in relation to any matter referred to herein.
Akur Partners is acting exclusively for coffeeheaven and no one else in connection with the contents of this announcement, the Form of Acceptance and the Offer, and accordingly, Akur Partners will not be responsible to anyone other than coffeeheaven for providing the protections offered to clients of Akur Partners nor for providing advice in relation to any matter referred to herein.
This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and, in the case of certificated coffeeheaven Shares, the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated coffeeheaven Shares, the Form of Acceptance.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.
Unless otherwise determined by Costa, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of Canada, Australia or Japan or any jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to coffeeheaven Shareholders in that jurisdiction (each a "Restricted Jurisdiction") and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Costa, copies of this announcement and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer (including, without limitation, the Offer Document or the Form of Acceptance). Any representation to the contrary is a criminal offence.
It is the responsibility of each coffeeheaven Shareholder (or nominee of, or custodian or trustee for coffeeheaven Shareholder) who is resident in or is a national or citizen of jurisdictions outside of the United Kingdom and the United States (each an "Overseas Shareholder") to inform himself, herself or itself about and observe any applicable legal requirements. No Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in a Restricted Jurisdiction may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement and/or any other documentation relating to the Offer are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in any jurisdiction outside the United Kingdom and the United States who wishes to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of that jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with any other necessary formalities which need to be observed and the payment of any transfer or other taxes or duties that may be or become due under the laws of such jurisdiction. Any such Overseas Shareholder will be responsible for any such transfer or other taxes or duties by whomsoever payable and Costa and Whitbread (and any person acting on behalf of Costa or Whitbread) shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or duties or other requisite payments as Costa or Whitbread (and any person acting on behalf of Costa or Whitbread) may be required to pay.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England, including those of the United States.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of coffeeheaven, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "Offer Period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of coffeeheaven, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of coffeeheaven by Costa, Whitbread or coffeeheaven, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
The directors of Costa and Whitbread accept responsibility for the information contained in this announcement other than that relating to coffeeheaven. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This information is provided by RNS
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