Offer Document To Be Posted
Whitbread Holdings PLC
10 May 2001
10 May 2001
Whitbread PLC
Not for release, publication or distribution in or into the United States of
America, Canada, Japan, Australia or the Netherlands
Demerger effective - Offer document to be posted
The Board of Whitbread PLC ('Whitbread') is pleased to announce that the
demerger of the Pubs and Bars Division to Fairbar Limited ('Fairbar'), in
anticipation of an offer to be made for Fairbar, has become effective. The
demerger was effected by means of a reduction of capital and was accompanied
by a 3 for 5 consolidation of the ordinary share capital of Whitbread as well
as a change of name of Whitbread Holdings PLC to Whitbread PLC.
As a result of the demerger, Whitbread shareholders on the register as at 9
May 2001 have been issued with one Fairbar share for each Whitbread share they
held at that time. Dealings in consolidated Whitbread shares will commence at
8.00 a.m. this morning on the London Stock Exchange's market for listed
securities. Fairbar shares will not be listed.
An offer document is expected to be posted today to Fairbar shareholders
containing details of the recommended cash offer (the 'Offer') being made by
Lehman Brothers on behalf of Shopgood Limited ('Shopgood'), a newly formed
company acquired by Morgan Grenfell Private Equity Limited ('MGPE') for the
purposes of making the Offer. The Offer includes a loan note alternative.
The Offer will become wholly unconditional upon receipt of valid acceptances
in respect of not less than 30 per cent. of the issued share capital of
Fairbar. The first despatch of consideration will be made within five
business days thereafter to those shareholders from whom valid acceptances are
received by or on the unconditional date. The next despatch of consideration
will be made within five business days of the Offer closing. On the basis
that the offer document is posted today, the first closing date will be 3.00
p.m. on 24 May 2001 and the loan note alternative will only remain open for
acceptance until 3.00 p.m. on 24 May 2001. Fairbar shareholders are thus
encouraged to return their forms of acceptance as quickly as possible if they
wish to accept the Offer.
Enquiries:
Whitbread
David Reed +44 (0)20 7806 5437
Jeremy Probert +44 (0)20 7806 5443
Dresdner Kleinwort Wasserstein +44 (0)20 7623 8000
David Barclay
Nigel Binks
MGPE
Jon Macintosh +44 (0)20 7545 5302
Chris Hanna +44 (0)20 7545 3229
Lehman Brothers +44 (0)20 7601 0011
Adrian Fisk
Michael Mackinnon
Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein'),
which is regulated in the United Kingdom by the Securities and Futures
Authority Limited, is acting for Whitbread and Fairbar and for no one else in
relation to the matters discussed herein and will not be responsible to anyone
other than Whitbread and Fairbar for providing the protections afforded to its
customers nor for providing advice in relation to the matters discussed
herein.
Lehman Brothers Europe Limited ('Lehman Brothers'), which is regulated in the
United Kingdom by the Securities and Futures Authority Limited, is acting for
MGPE and Shopgood and for no one else in relation to the matters discussed
herein and will not be responsible to anyone other than MGPE and Shopgood for
providing the protections afforded to its customers nor for providing advice
in relation to the matters discussed herein.
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