TIDMCPC
RNS Number : 0602A
City Pub Group PLC (The)
17 January 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
17 JANUARY 2024
RECOMMED ACQUISITION
of
THE CITY PUB GROUP PLC
("City Pubs")
by
YOUNG & CO.'S BREWERY, P.L.C.
("Young's")
(to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006)
Results of Court Meeting and General Meeting held on 17 January
2024
Introduction
On 16 November 2023, the boards of Young's and City Pubs
announced that they had reached agreement on the terms of a
recommended offer pursuant to which Young's will acquire the entire
issued and to be issued share capital of City Pubs (the
"Transaction"). The Transaction is to be implemented by means of a
Court sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme").
A circular in relation to the Transaction, including the notices
convening the Court Meeting and the General Meeting in connection
with the Transaction, was published by City Pubs on 13 December
2023 (the "Scheme Document"). Capitalised terms used in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document and all references to
times in this announcement are to London time unless otherwise
stated.
The City Pubs Board is pleased to announce that at the Court
Meeting and the General Meeting, each held earlier today in
connection with the Transaction:
-- a majority in number of the Scheme Shareholders who voted and
were entitled to vote (either in person or by proxy), representing
not less than 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders, voted in favour of the resolution to
approve the Scheme at the Court Meeting; and
-- the requisite majority of City Pubs Shareholders voted to
pass the Resolution at the General Meeting to approve the
implementation of the Scheme, including the adoption of the amended
City Pubs Articles.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting at Parts IX and X
(respectively) of the Scheme Document, which is available on City
Pubs' website at https://www.citypubcompany.com/micro-site/ and on
Young's website at
https://www.youngs.co.uk/investors/offer-for-the-city-pub-group-plc
.
The total number of City Pubs Shares in issue (other than shares
held in treasury) at the Voting Record Time was 104,843,151.
Consequently, the total voting rights in City Pubs at the Voting
Record Time were 104,843,151***. Scheme Shareholders were entitled
to one vote per Scheme Share held at the Voting Record Time at the
Court Meeting and City Pubs Shareholders were entitled to one vote
per City Pubs Share held at the Voting Record Time at the General
Meeting.
The detailed voting results in relation to the Court Meeting and
the General Meeting are summarised below and this announcement will
be posted on City Pubs' website at
https://www.citypubcompany.com/micro-site/ .
Voting results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy), representing
99.69 per cent. by value of those Scheme Shares voted, voted in
favour of the resolution to approve the Scheme. The resolution
proposed at the Court Meeting was passed on a poll vote. Details of
the votes cast are as follows:
Number of Per cent. Number of Per cent. Number of
Scheme Shares of Scheme Scheme Shareholders of Scheme Scheme Shares
voted Shares voted who voted Shareholders voted as
who voted a per cent.
of the issued
share capital
entitled
to vote
on the Scheme***
For 70,797,226 99.69% 114 95.00% 67.53%
--------------- -------------- --------------------- -------------- ------------------
Against 223,445 0.31% 6 5.00% 0.21%
--------------- -------------- --------------------- -------------- ------------------
Total 71,020,671 100% 117 100% 67.74%
--------------- -------------- --------------------- -------------- ------------------
The total number of Scheme Shareholders voting for and against
the resolution exceeds the total number of Scheme Shareholders who
voted as 3 registered members gave instructions for votes to be
cast in favour of the resolution in respect of part of their
holding of Scheme Shares and against the resolution in respect of
another part of their holding.
Voting results of the General Meeting
At the General Meeting, the special resolution to authorise the
implementation of the Scheme, including the adoption of the amended
articles of association of City Pubs, was duly passed on a poll
vote. The results are detailed as follows:
Number of City Pubs Per cent. of City Pubs Number of City Pubs
Shares voted Shares voted Shares voted as a per
cent. of the issued
ordinary share
capital***
For** 71,463,349 99.53% 68.16%
---------------------------------- ---------------------------------- ---------------------------------
Against 334,849 0.47% 0.32%
---------------------------------- ---------------------------------- ---------------------------------
Withheld* 0 0% 0%
---------------------------------- ---------------------------------- ---------------------------------
Total 71,798,198 100% 68.48%
---------------------------------- ---------------------------------- ---------------------------------
* A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
special resolution.
** Includes discretionary votes.
*** Includes the 675,000 Scheme Shares held pursuant to the City
Pubs JSOP which have historically not been voted pursuant to the
agreement with the trustee.
Please note that certain of the percentages set out in the
tables above have been rounded. As a result of such rounding, the
totals of percentages presented in these totals may vary slightly
from the actual arithmetical totals of such percentages.
Next steps
The outcome of today's Court Meeting and General Meeting means
that Conditions 2(A) and 2(B) (as set out in Part III of the Scheme
Document) have been satisfied. Subject to the satisfaction or,
where applicable, waiver, of the remaining Conditions to the
Scheme, including the delivery of the Court Order to the Registrar
of Companies, the Scheme is expected to become effective on 4 March
2024.
The expected timetable for implementation of the Scheme is:
Event Time and/or date
Court Sanction Hearing
29 February 2024(1)
Last day of dealings in, and for registration of transfers of, and 1 March 2024
disablement in CREST of,
City Pubs Shares
Scheme Record Time
6.00 p.m. on 1 March 2024
Dealings in City Pubs Shares suspended
7.30 a.m. on 4 March 2024
Effective Date of the Scheme
4 March 2024(2)
Cancellation of admission of City Pubs Shares to trading on AIM By 7.00 a.m. on 5 March 2024
Admission of the New Young's A Shares to trading on AIM By 8.00 a.m. on 5 March 2024
Crediting of New Young's A Shares to CREST Accounts By no later than 8.00 a.m. on 5 March 2024
Latest date for share certificates in respect of New Young's A Shares to By 18 March 2024
be issued (if applicable)
Latest date for despatch of cheques and crediting of CREST for Cash By 18 March 2024
Consideration due under
the Scheme
Long Stop Date 16 May 2024 (3)
_________________
Notes:
1. The time of the Court Sanction Hearing, the number of the
Court and the name of the Judge will be available on the Business
and Property Court Rolls Building Cause List at
https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list
by 4.30 p.m. on the day before the Court Sanction Hearing.
2. The Court Order approving the Scheme is expected to be
delivered to the Registrar of Companies two Business Days after the
date of the Court Sanction Hearing, such that the Effective Date is
expected to be 4 March 2024. The events which are stated as
occurring on subsequent dates are conditional on the Effective Date
and operate by reference to this date.
3. This is the latest date by which the Scheme may become
Effective unless Young's and City Pubs agree (and the Panel and, if
required, the Court permit) a later date or if the Panel requires
an extension to the Long-Stop Date pending final determination of
an issue under section 3(g) of Appendix 7 to the Takeover Code.
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to City Pubs
Shareholders by announcement through a Regulatory Information
Service, with such announcement being made available on City Pubs'
website at https://www.citypubcompany.com/micro-site/ and on
Young's website at
https://www.youngs.co.uk/investors/offer-for-the-city-pub-group-plc
.
Enquiries:
City Pubs Tel: +44 (0) 20 7559 5106
Clive Watson, Executive Chairman
Holly Elliott, CFO
Houlihan Lokey Tel: +44 (0) 20 7839 3355
(Lead Financial Adviser and Joint Rule 3 Adviser to City Pubs)
Sam Fuller / Tim Richardson / Tom
Barnard
Liberum Tel: +44 (0) 20 3100 2000
(Financial Adviser, Joint Rule 3 Adviser, Nominated Advisor
and Broker to City Pubs)
Chris Clarke / Mark Harrison /
Ed Thomas / Kane Collings
Panmure Gordon Tel: +44 (0) 20 7886 2500
(Joint Broker to City Pubs)
Simon French / Rupert Dearden /
Ailsa Macmaster
Instinctif Partners Tel: +44 (0) 20 7457 2020
(PR Adviser to City Pubs)
Matthew Smallwood / Justine Warren
Young's Tel: +44 (0) 20 8875 7000
Simon Dodd, Chief Executive Officer
Mike Owen, Chief Financial Officer
J.P. Morgan Cazenove Tel: +44 (0) 20 3493 8000
(Sole Financial Adviser, Nominated Advisor and Joint Broker
to Young's)
James Mitford / Jonty Edwards /
Dean Schneider
Stifel Nicolaus Europe Limited Tel: + 44 (0) 20 7710 7600
(Joint Broker to Young's)
Erik Anderson / Francis North
MHP Group Tel: +44 (0) 7736 464 749
(PR Adviser to Young's )
Tim Rowntree / Robert Collett-Creedy
Addleshaw Goddard LLP are acting as legal adviser to City Pubs
in connection with the Transaction.
Slaughter and May are acting as legal adviser to Young's in
connection with the Transaction.
Houlihan Lokey and Liberum are each providing independent advice
to City Pubs pursuant to Rule 3 of the Code.
Notices relating to financial advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively as financial adviser to
City Pubs and no one else in connection with the Transaction and
will not be responsible to anyone other than City Pubs for
providing the protections afforded to clients of Houlihan Lokey or
for providing advice in relation to the Transaction or any other
matters referred to in this announcement. Neither Houlihan Lokey
nor any of its affiliates owes or accepts any duty, liability, or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Houlihan Lokey in connection with this
announcement, any statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively to City Pubs and no one else in connection
with the Transaction and will not be responsible to anyone other
than City Pubs for providing the protections afforded to clients of
Liberum or for providing advice in relation to the Transaction or
any other matters referred to in this announcement. Neither Liberum
nor any of its affiliates owes or accepts any duty, liability, or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Liberum in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for City Pubs and no one else
in connection with the Transaction and will not be responsible to
anyone other than City Pubs for providing the protections afforded
to clients of Panmure Gordon nor for providing advice in relation
to any other matters referred to in this announcement. Neither
Panmure Gordon nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Panmure Gordon in connection with
this announcement, any statement contained herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated by the PRA and the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Young's and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Young's for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in
relation to any matter referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Young's and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Young's for providing
the protections afforded to clients of Stifel nor for providing
advice in relation to the Transaction or any other matters referred
to in this announcement. Neither Stifel nor any of its affiliates
(nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Stifel
in connection with this announcement, any statement contained in
this announcement, the Transaction or otherwise. No representation
or warranty, express or implied, is made by Stifel as to the
contents of this announcement.
Overseas shareholders
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Code, the Market Abuse
Regulation and the AIM Rules and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside of the UK.
The availability of this announcement or the Scheme Document to
City Pubs Shareholders who are not resident in and citizens of the
UK may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Persons who
are not resident in the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the UK to vote their Scheme Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another person to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities law of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Young's or required by the Code,
and permitted by applicable law and regulation, the Transaction and
the New Young's A Shares to be issued pursuant to the Transaction
to City Pubs Shareholders will not be made available, in whole or
in part, directly or indirectly in, into, or from a Restricted
Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may
vote in favour of the Transaction by any such use, means,
instrumentality, or from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this
announcement, the Scheme Document and any other formal
documentation relating to the Scheme and the Transaction 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,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Transaction. If the
Transaction is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The availability of New Young's A Shares pursuant to the
Transaction to City Pubs Shareholders who are not resident in the
United Kingdom or the ability of those persons to hold such shares
may be affected by the laws or regulatory requirements of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. City Pubs
Shareholders who are in any doubt about such matters should consult
an appropriate independent professional adviser in the relevant
jurisdiction without delay.
Further details in relation to overseas shareholders are
included in the Scheme Document.
Additional information for US investors
The Transaction relates to the shares of an English company with
a quotation on AIM and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the U.S.
Securities Exchange Act of 1934 (the "U.S. Exchange Act").
Accordingly, the Transaction is subject to the disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of the
U.S. tender offer and proxy solicitation rules. Neither the United
States Securities and Exchange Commission, nor any securities
commission of any state of the United States, has approved or
disapproved any offer, or passed comment upon the adequacy or
completeness of any of the information included in this
announcement. The financial information included in this
announcement and the Scheme Document has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the future, Young's exercises its right, with the consent
of the Panel (where necessary), to implement the Transaction by way
of an Offer, which is to be made into the United States, such Offer
will be made in compliance with the applicable U.S. laws and
regulations.
It may be difficult for U.S. holders of City Pubs Shares to
enforce their rights and any claim arising out of the U.S. federal
laws in connection with the Transaction, since Young's and City
Pubs are located in a non-U.S. jurisdiction, and some or all of
their officers and directors may be residents of a non-U.S.
jurisdiction. U.S. holders of City Pubs Shares may not be able to
sue a non-U.S. company or its officers or directors in a non-U.S.
court for violations of the U.S. securities laws. Further, it may
be difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's jurisdiction or judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, Young's, its nominees, or their
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Young's Shares outside
of the U.S., other than pursuant to the Transaction, until the date
on which the Scheme becomes Effective, lapses or is otherwise
withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Securities
Exchange Act of 1934, each of J.P. Morgan Cazenove, Stifel,
Houlihan Lokey, Liberum and Panmure Gordon will continue to act as
an exempt trader in City Pubs Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the U.S. Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at www.londonstockexchange.com .
U.S. City Pubs Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. City Pubs Shareholders are urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding this transaction.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Transaction, and other information published by Young's and City
Pubs, contains statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Young's and City Pubs (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements
.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Transaction on Young's and City Pubs (including their future
prospects, developments and strategies), the expected timing and
scope of the Transaction and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "cost-saving", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Young's, City
Pubs, any member of the Young's Group's or any member of the City
Pubs Group's operations and potential synergies resulting from the
Transaction; and (iii) the effects of global economic conditions
and governmental regulation on Young's, City Pubs, any member of
the Young's Group's or any member of the City Pubs Group's
business.
Although Young's and City Pubs believe that the expectations
reflected in such forward-looking statements are reasonable,
Young's and City Pubs can give no assurance that such expectations
will prove to be correct. By their nature, 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 that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. Neither Young's nor City Pubs
assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise) except as required by
applicable law.
The factors that could cause actual results to differ materially
from those described in the forward-looking statements include, but
are not limited to: the ability to complete the Transaction; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
and changes in the anticipated benefits from the proposed
transaction not being realised as a result of: changes in general
economic and market conditions in the countries in which Young's
and City Pubs operate, weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency
value fluctuations, the degree of competition in the geographic and
business areas in which Young's and City Pubs operate and changes
in laws or in supervisory expectations or requirements. Other
unknown or unpredictable factors could cause actual results to
differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors. Neither Young's nor City Pubs, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.
Specifically, statements of estimated cost savings and synergies
related to future actions and circumstances which, by their nature,
involve risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. As a result, and given
the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those
estimated.
Other than in accordance with their legal or regulatory
obligations, neither Young's nor City Pubs is under any obligation,
and Young's and City Pubs expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one (1) per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Takeover Code
applies must be made by no later than 3.30 p.m. (London time) on
the tenth (10(th) ) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the tenth (10(th) ) Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one (1) per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Takeover Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement and the documents required to be published under
Rule 26 of the Takeover Code, will be made available free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on City Pubs' website at
https://www.citypubcompany.com/investors/ and on Young's website at
https://www.youngs.co.uk/investors by no later than 12 noon (London
time) on the Business Day following this announcement. The content
of any website referred to in this announcement is not incorporated
into and does not form part of this announcement.
No profit forecasts, profit estimates or quantified benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted
to mean that earnings or earnings per share for City Pubs or for
Young's for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per
share for City Pubs or for Young's.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, City Pubs
Shareholders, persons with information rights and City Pubs Share
Plan Participants may request a hard copy of this announcement or
the Scheme Document (and any information incorporated by reference
in this announcement) by contacting the registrar of City Pubs,
Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except
public holidays in England and Wales) on +44 (0) 371 384 2050 (if
calling from outside of the UK, please ensure the country code is
used). Equiniti cannot provide advice on the merits of the
Transaction or give any financial, legal or tax advice. Calls to
Equiniti from outside the UK will be charged at applicable
international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes.
Alternatively, a request in writing may be submitted to Equiniti
at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROMFLFIDLTIDLIS
(END) Dow Jones Newswires
January 17, 2024 12:15 ET (17:15 GMT)
City Pub (LSE:CPC)
Historical Stock Chart
From Jun 2024 to Jul 2024
City Pub (LSE:CPC)
Historical Stock Chart
From Jul 2023 to Jul 2024