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
FOR
IMMEDIATE RELEASE
29 February
2024
THE CITY PUB GROUP PLC ("CITY PUBS")
Exercise of Options,
Admission of Shares, rule 2.9 announcement and PDMR
Shareholdings
City Pubs announces that, following
this morning's announcement of the Court sanctioning the Scheme,
the Company has allotted 5,765,000 ordinary shares of 1 penny each
in the Company ("Ordinary
Shares") pursuant to the exercise of options for Ordinary
Shares by certain employees of the Company, including Clive
Watson, Rupert Clarke, Holly Elliott and Christopher Merriman
(together the "PDMRs").
Admission
An application has been made for the
5,765,000 new Ordinary Shares to be admitted to trading on AIM
("Admission") and dealings
are expected to commence by 8.00 a.m. on 1 March 2024. The new
Ordinary Shares will rank pari passu with the Company's existing
Ordinary Shares.
Total Voting Rights
In accordance with Rule 2.9 of the
Code, City Pubs confirms that the total number of Ordinary Shares
in issue following Admission will be 110,608,151 Ordinary Shares
(excluding Ordinary Shares held in treasury). There are also
1,450,279 Ordinary Shares held in treasury. Accordingly following
Admission, the figure of 110,608,151 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in the Company under the FCA's Disclosure
Guidance and Transparency Rules.
Details of the Ordinary Shares
allotted to the PDMRs are set out in the table at the end of this
announcement ("notifications"). The notifications are
made in accordance with the requirements of the EU Market Abuse
Regulation.
Capitalised terms in this
announcement, unless otherwise defined, have the same meaning as
set out in the scheme document published by City Pubs on 13
December 2023.
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
|
|
|
|
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
|
|
|
| |
Addleshaw Goddard LLP are acting as
legal adviser to City Pubs 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.
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
(10th) 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 (10th) 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.
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.
DEALING NOTIFICATION
FORM
FOR USE BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR
CLOSELY ASSOCIATED PERSONS
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name:
|
Clive Watson
|
2.
|
Reason for the notification
|
a)
|
Position/status:
|
Executive Chairman
|
b)
|
Initial
notification/Amendment:
|
Initial Notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name:
|
The City Pub Group plc
|
b)
|
LEI:
|
213800OHELCFJ6GLZC03
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Options over Ordinary Shares of 1p
each
GB00BYWRS683
|
b)
|
Nature of the
transaction:
|
Exercise of options under the 2016
CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
|
c)
|
Price(s) and volume(s):
|
Exercised resulting in issue of equity:
Share plan
|
Price(s) pence
|
Volume(s)
|
2016 CSOP
|
100
|
45,000
|
2021 LTIP
|
Nil
|
400,000
|
2022 LTIP
|
Nil
|
200,000
|
2023 LTIP
|
Nil
|
200,000
|
|
d)
|
Aggregated information:
·
Aggregated volume:
·
Price:
|
See 4 (c) above
|
e)
|
Date of the transaction:
|
29 February 2024
|
f)
|
Place of the transaction:
|
Off market transaction
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name:
|
Rupert Clark
|
2.
|
Reason for the notification
|
a)
|
Position/status:
|
Chief Operating Officer
|
b)
|
Initial
notification/Amendment:
|
Initial Notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name:
|
The City Pub Group plc
|
b)
|
LEI:
|
213800OHELCFJ6GLZC03
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Options over Ordinary Shares of 1p
each
GB00BYWRS683
|
b)
|
Nature of the
transaction:
|
Exercise of options under the 2016
CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
|
c)
|
Price(s) and volume(s):
|
Exercised resulting in issue of equity:
Share plan
|
Price(s) pence
|
Volume(s)
|
2016 CSOP
|
100
|
30,000
|
2021 LTIP
|
Nil
|
400,000
|
2022 LTIP
|
Nil
|
200,000
|
2023 LTIP
|
Nil
|
250,000
|
|
d)
|
Aggregated information:
·
Aggregated volume:
·
Price:
|
See 4 (c) above
|
e)
|
Date of the transaction:
|
29 February 2024
|
f)
|
Place of the transaction:
|
Off market transaction
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name:
|
Holly Elliott
|
2.
|
Reason for the notification
|
a)
|
Position/status:
|
Chief Financial Officer
|
b)
|
Initial
notification/Amendment:
|
Initial Notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name:
|
The City Pub Group plc
|
b)
|
LEI:
|
213800OHELCFJ6GLZC03
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Options over Ordinary Shares of 1p
each
GB00BYWRS683
|
b)
|
Nature of the
transaction:
|
Exercise of options under the 2021
LTIP, 2022 LTIP and 2023 LTIP
|
c)
|
Price(s) and volume(s):
|
Exercised resulting in issue of equity:
Share plan
|
Price(s) pence
|
Volume(s)
|
2021 LTIP
|
Nil
|
400,000
|
2022 LTIP
|
Nil
|
200,000
|
2023 LTIP
|
Nil
|
200,000
|
|
d)
|
Aggregated information:
·
Aggregated volume:
·
Price:
|
See 4 (c) above
|
e)
|
Date of the transaction:
|
29 February 2024
|
f)
|
Place of the transaction:
|
Off market transaction
|
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name:
|
Christopher Merriman
|
2.
|
Reason for the notification
|
a)
|
Position/status:
|
Financial Controller and Company
Secretary
|
b)
|
Initial
notification/Amendment:
|
Initial Notification
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name:
|
The City Pub Group plc
|
b)
|
LEI:
|
213800OHELCFJ6GLZC03
|
4.
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument:
Identification code:
|
Options over Ordinary Shares of 1p
each
GB00BYWRS683
|
b)
|
Nature of the
transaction:
|
Exercise of options under the 2016
CSOP, 2021 LTIP, 2022 LTIP and 2023 LTIP
|
c)
|
Price(s) and volume(s):
|
Exercised resulting in issue of equity:
Share plan
|
Price(s) pence
|
Volume(s)
|
2016 CSOP
|
100
|
22,500
|
2021 LTIP
|
Nil
|
50,000
|
2022 LTIP
|
Nil
|
50,000
|
2023 LTIP
|
Nil
|
50,000
|
|
d)
|
Aggregated information:
·
Aggregated volume:
·
Price:
|
See 4 (c) above
|
e)
|
Date of the transaction:
|
29 February 2024
|
f)
|
Place of the transaction:
|
Off market transaction
|