RNS Number:0451I
Venice Bidder PLC
27 February 2003
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan
PRESS ANNOUNCEMENT
EMBARGOED UNTIL 7.30AM
27 February 2003
RECOMMENDED CASH OFFER
by
HAWKPOINT
on behalf of
VENICE BIDDER
for
PIZZAEXPRESS
SUMMARY
* The board of Venice Bidder, a new company formed by ABN AMRO Capital, and the Independent Directors
of PizzaExpress announce that they have reached agreement on the terms of a recommended cash offer,
to be made by Hawkpoint on behalf of Venice Bidder, for the entire issued and to be issued ordinary
share capital of PizzaExpress.
* The Offer will be 367 pence in cash for each PizzaExpress Share, which values the existing issued
ordinary share capital of PizzaExpress (excluding announced dividends of #2.2 million) at
approximately #263 million. A Loan Note Alternative will also be provided.
* PizzaExpress Shareholders will continue to be entitled to receive the interim dividend of 3 pence
(net) per PizzaExpress Share which was declared on 11 February 2003. The Interim Dividend is payable
on 21 March 2003 to PizzaExpress Shareholders on the register as at 21 February 2003.
* The Offer represents a premium of approximately 40 per cent. over an adjusted closing PizzaExpress
share price of 263 pence on 13 December 2002 (adjusted to exclude the Interim Dividend), the last
dealing day prior to the commencement of the Offer Period. The Offer represents a premium of
approximately 11 per cent. over the closing PizzaExpress share price of 331.5 pence on 26 February
2003, the last dealing day prior to this announcement.
* PizzaExpress Shareholders will receive a total of 370 pence in cash comprising the Offer and the
Interim Dividend. This value represents a premium of approximately 39 per cent. to the unadjusted
closing PizzaExpress share price of 266 pence on 13 December 2002, the last dealing day prior to the
commencement of the Offer Period.
* Venice Bidder was established specifically for the purpose of acquiring PizzaExpress and, following
completion of the Offer, will be indirectly owned, inter alia, by the ABN AMRO LBO Fund, managed by
ABN AMRO Capital. Debt financing is being provided by Royal Bank of Scotland and HSBC.
* The directors of Venice Bidder include Luke Johnson and Ian Eldridge who have, between them, spent
over 25 years working for PizzaExpress and have since gained valuable experience elsewhere in the
industry.
* The Independent Directors of PizzaExpress (comprising Nigel Colne, Ian Thomson and Janet Walker), who
have been so advised by Credit Suisse First Boston, consider the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Directors, Credit Suisse First Boston has taken
into account the Independent Directors' commercial assessments. Accordingly, the Independent
Directors will unanimously recommend that PizzaExpress Shareholders accept the Offer, as they have
irrevocably undertaken to do so in respect of their own beneficial holdings of PizzaExpress Shares.
Commenting on the Offer, Luke Johnson said:
"With over 25 years' experience working for PizzaExpress, we believe that we
understand the business very well; we firmly believe that the business has
outstanding staff and great untapped potential and, notwithstanding the
challenging trading environment, passionately believe in its future. Our
intention is to develop the brand using our experience gained elsewhere in the
industry. We are bringing fresh ideas and considerable enthusiasm and look
forward to helping revive a fine company."
Commenting on the Offer, Ian Taylor, Chief Executive of ABN AMRO Capital said:
"We consider PizzaExpress to be one of the leading brands in the UK restaurant
sector and this deal extends ABN AMRO Capital's commitment to acquiring brands
with strong core values and growth potential. Whilst trading has suffered in
tough market conditions, we believe that the opportunity exists to restore
performance over the medium term away from the glare of the public markets. We
have teamed up with Luke Johnson and Ian Eldridge who we regard as an
experienced management team with in-depth knowledge of the industry. "
Commenting on the Offer, Nigel Colne, Chairman of PizzaExpress, said:
"We believe that the arguments for recommending the Offer are compelling in the
context of current trading performance and the prospects over the medium term.
The Offer provides shareholders with an immediate and certain opportunity to
realise their investment in cash at a significant premium to recent values. The
Independent Directors believe that the Offer is fair and reasonable and
recommend it to shareholders."
This summary should be read in conjunction with the full text of the following
announcement relating to the Offer.
Certain terms used in this announcement are defined in Appendix IV to this
announcement.
Enquiries:
Venice Bidder Tel: 020 7499 5311
Luke Johnson
Ian Eldridge
ABN AMRO Capital Tel: 020 7678 0076
Ian Taylor
Hawkpoint Tel: 020 7665 4500
(Financial adviser to Venice Bidder)
Patrick Wilson
Robin Caiger
ABN AMRO Hoare Govett Tel: 020 7678 8000
(Broker to Venice Bidder)
Chris Zeal
John MacGowan
Financial Dynamics Tel: 020 7831 3113
(PR adviser to Venice Bidder)
Fergus Wheeler
Independent Directors of PizzaExpress Today Tel: 020 7638 9571
Nigel Colne Thereafter Tel: 01895 618 618
Credit Suisse First Boston Tel: 020 7888 8888
(Financial adviser and broker to PizzaExpress)
Stuart Upcraft
Alastair Cochran
Richard Probert
Citigate Dewe Rogerson Tel: 020 7638 9571
(PR adviser to PizzaExpress)
Sue Pemberton
Hawkpoint, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Venice Bidder and no one else in connection
with the Offer and will not be responsible to anyone other than Venice Bidder
for providing the protections afforded to its customers or for providing advice
in relation to the Offer or in relation to the contents of this announcement or
any transaction or arrangement referred to herein.
ABN AMRO Hoare Govett is acting as broker for Venice Bidder and is not acting
for anyone else in connection with the Offer and will not be responsible to
anyone else other than Venice Bidder for providing the protections afforded to
its customers or for providing advice in relation to the Offer.
Credit Suisse First Boston is acting exclusively for PizzaExpress and no one
else in connection with the Offer and will not be responsible to anyone other
than PizzaExpress for providing the protections afforded to its customers or for
providing advice in relation to the Offer.
Neither the Offer nor the Loan Note Alternative will be made, directly or
indirectly, in or into the United States or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile or other
electronic transmission, telex or telephone) of inter-state or foreign commerce
of, or any facility of, a national, state or other securities exchange of, the
United States, nor will it be made directly or indirectly in or into Canada,
Australia or Japan and the Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan or any other such jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction. Accordingly, copies of this press
announcement, the Offer Document and the Form of Acceptance are not being, will
not be and must not be mailed or otherwise forwarded, distributed or sent in,
into or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and persons receiving this press announcement, the Offer
Document and Form of Acceptance (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.
The Loan Notes which may be issued pursuant to the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state of the United States; the relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; and
the Loan Notes have not been, nor will they be, registered under, or offered in
compliance with, applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan or any other such jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, the Loan Notes may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold, or delivered, directly
or indirectly, in, into or from the United States, Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, any United States, Canadian, Australian or Japanese
person.
This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities.
Not for release, publication or distribution in, into or from the United States,
Canada, Australia or Japan
PRESS ANNOUNCEMENT
EMBARGOED UNTIL 7.30 AM
27 February 2003
RECOMMENDED CASH OFFER
by
HAWKPOINT
on behalf of
VENICE BIDDER
for
PIZZAEXPRESS
1. Introduction
The Board of Venice Bidder and the Independent Directors of PizzaExpress
announce that they have reached agreement on the terms of a recommended cash
offer, to be made by Hawkpoint on behalf of Venice Bidder, for the entire issued
and to be issued ordinary share capital of PizzaExpress. Venice Bidder is a new
company formed by ABN AMRO Capital in order to implement the Offer.
In view of the involvement of the Executive Directors of PizzaExpress in a
potential offer for the Company, the Independent Directors of PizzaExpress
(comprising Nigel Colne, Ian Thomson and Janet Walker), who have neither a
financial interest in Venice Bidder nor a conflict of interest with regard to
the Offer, have taken responsibility for considering the Offer and will be
unanimously recommending PizzaExpress Shareholders to accept the Offer, as they
have irrevocably undertaken to do so in respect of their own beneficial holdings
of PizzaExpress Shares. In doing so, the Independent Directors have taken
advice from Credit Suisse First Boston.
Hawkpoint is acting as exclusive financial adviser to Venice Bidder in relation
to the Offer.
The Offer will be 367 pence in cash for each PizzaExpress Share, which values
the existing issued ordinary share capital of PizzaExpress (excluding announced
dividends of #2.2 million) at approximately #263 million.
2. Recommendation
The Independent Directors, who have been so advised by Credit Suisse First
Boston, consider the terms of the Offer to be fair and reasonable. In providing
advice to the Independent Directors, Credit Suisse First Boston has taken into
account the Independent Directors' commercial assessments. Accordingly, the
Independent Directors will unanimously recommend that PizzaExpress Shareholders
accept the Offer, as they have irrevocably undertaken to do so in respect of
their own beneficial holdings which amount to, in aggregate, 29,000 PizzaExpress
Shares.
3. The Offer
On behalf of Venice Bidder, Hawkpoint will offer to acquire, on the terms and
subject to the conditions set out below and in Appendix I of this announcement,
and to be set out in the Offer Document and the Form of Acceptance, the entire
issued and to be issued ordinary share capital of PizzaExpress on the following
basis:
for each PizzaExpress Share 367 pence in cash
The Offer values the existing issued ordinary share capital of PizzaExpress
(excluding announced dividends of #2.2 million) at approximately #263 million.
A Loan Note Alternative will also be provided.
PizzaExpress Shareholders will continue to be entitled to receive the interim
dividend of 3 pence (net) per PizzaExpress Share which was declared on 11
February 2003. The Interim Dividend is payable on 21 March 2003 to PizzaExpress
Shareholders on the register as at 21 February 2003.
The Offer represents a premium of approximately 40 per cent. over an adjusted
closing PizzaExpress share price of 263 pence on 13 December 2002 (adjusted to
exclude the Interim Dividend), the last dealing day prior to the commencement of
the Offer Period. The Offer represents a premium of approximately 11 per cent.
over the closing PizzaExpress share price of 331.5 pence on 26 February 2003,
the last dealing day prior to this announcement.
PizzaExpress Shareholders will receive a total of 370 pence in cash comprising
the Offer and the Interim Dividend. This value represents a premium of
approximately 39 per cent. over an unadjusted closing PizzaExpress share price
of 266 pence on 13 December 2002, the last dealing day prior to the commencement
of the Offer Period.
The PizzaExpress Shares will be acquired pursuant to the Offer by, or on behalf
of, Venice Bidder fully paid with full title guarantee free from all liens,
equities, mortgages, charges, encumbrances, rights of pre-emption and other
third party rights and interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including all voting rights and the
right to receive and retain all dividends and other distributions announced,
declared, made or paid on or after the date of this announcement other than the
Interim Dividend.
The Offer will be subject to the conditions and further terms set out below and
in Appendix I to this announcement and to be set out in the Offer Document and
Form of Acceptance.
4. The Loan Note Alternative
PizzaExpress Shareholders (other than certain overseas PizzaExpress
Shareholders) who validly accept the Offer may elect to receive Loan Notes to be
issued by Venice Bidder as an alternative to receiving any or all of the cash
consideration which they would otherwise receive under the Offer on the
following basis:
for every #1 of cash consideration under the Offer #1 nominal of Loan Notes
The Loan Notes will be unsecured obligations of Venice Bidder and will be
issued, credited as fully paid, in amounts and integral multiples of #1 in
nominal value. All fractional entitlements will be disregarded and not paid.
The payment of principal in respect of the Loan Notes will be guaranteed by
Royal Bank of Scotland.
The Loan Notes will bear interest (from the date 14 days after the date on which
the Offer becomes or is declared wholly unconditional or, if later, the date of
issue of the relevant Loan Notes) to the relevant holder of Loan Notes (subject
to any requirement to deduct tax thereon) payable semi-annually in arrears at
the end of the then relevant interest period at the rate of one half of one per
cent. below six month LIBOR as determined on the first business day of each such
interest period. The first interest payment will be made on 31 December 2003 in
respect of the period from and including the date 14 days after the Offer
becomes or is declared wholly unconditional or, if later, the date of issue of
the relevant Loan Notes up to (but excluding) that date.
ABN AMRO Hoare Govett has advised that, based on market conditions on 26
February 2003 (the last practicable date prior to this announcement), its
estimate of the value of the Loan Notes, if they were in issue on that date,
would have been not less than 98 pence per #1 in nominal value of the Loan
Notes.
The Loan Note Alternative will be conditional upon the Offer becoming or being
declared unconditional in all respects, and valid elections having been received
by such time for at least #10 million in nominal value of Loan Notes, and will
remain open for so long as the Offer remains open for acceptance. If the Offer
becomes or is declared unconditional in all respects but sufficient valid
elections for the Loan Notes are not received, no Loan Notes will be issued
unless Venice Bidder determines otherwise.
The Loan Notes will not be listed on any stock exchange, nor is it intended that
any trading facility will exist for the Loan Notes.
Further details of the Loan Notes will be contained in the Offer Document.
5. Background to and reasons for the Offer and recommendation
Recent trading conditions
PizzaExpress was floated on the London Stock Exchange in 1993 and, as a publicly
listed company, enjoyed a record of uninterrupted profit growth from 1993 until
the publication of its most recent annual results for the year ended 30 June
2002.
On 24 June 2002, the Company released a trading update ahead of the publication
of the preliminary results for the year ended 30 June 2002. This statement
noted the ongoing tough trading conditions in London and within the M25
generally, the core market for PizzaExpress, as well as a weakening of sales
growth in the fourth quarter outside London. As a result, the Company indicated
that overall like-for-like sales for the second half of the year ended 30 June
2002 were expected to decline by approximately 1 per cent.
The preliminary results for the year ended 30 June 2002, released on 10
September 2002, reflected a number of economic factors and particularly the
increased competition in PizzaExpress's core market, leading to a decline in
both like-for-like sales growth and profitability. Whilst turnover increased 15
per cent. to #213.7 million due to significant restaurant openings,
like-for-like sales in the core PizzaExpress business fell by 1.5 per cent. in
the second half of the year reducing the annual figure to an overall increase of
only 1 per cent. Profit before tax, exceptionals and losses on discontinued
operations was down 0.5 per cent. from #39.9 million to #39.7 million.
The poor like-for-like sales performance was particularly acute in restaurants
situated within the M25 and over 10 years old. The Board of PizzaExpress
therefore announced an accelerated capital investment programme focused on this
older part of the restaurant estate.
Since the 2002 financial year end, like-for-like trading has continued to
deteriorate. The Company announced on 9 October 2002 a first quarter
like-for-like sales decline of 4.4 per cent. in the PizzaExpress UK and Ireland
restaurants, highlighting difficult trading within the M25 in particular. The
Board of PizzaExpress reiterated its confidence that the accelerated capital
investment programme would restore like-for-like sales in the longer term, but
that overall market conditions remained very difficult.
Recent approaches
On 4 November 2002, following a sharp rise in the share price of PizzaExpress,
the Board of PizzaExpress announced that it had received an unsolicited approach
concerning a possible offer for the Company. Subsequent to this announcement,
Twigway plc ("Twigway"), a newly formed company established by the shareholders
of Sun Capital Partners Ltd and by Capricorn Ventures International, announced
that it had approached the Company concerning a potential offer for the Company
at a price of 330 pence to 350 pence per PizzaExpress Share.
The Board of PizzaExpress, together with its advisers, reviewed the options
available, including an evaluation of other potential interested parties. The
PizzaExpress Directors, together with Credit Suisse First Boston, had several
meetings with Twigway concerning its approach but were unable to reach agreement
on the terms associated with Twigway's potential offer and, as a result,
discussions with Twigway were terminated on 20 November 2002.
Speculation concerning the possibility of the Company being taken private led to
a number of approaches and in addition a number of potentially interested
parties were contacted directly by Credit Suisse First Boston. On 16 December
2002, the Company made a further announcement confirming that it had received
further approaches concerning potential offers for the Company including one
from the current executive management team. As a result of the management
interest, a committee of the Independent Directors was formed to consider all
approaches.
The committee of Independent Directors, advised by Credit Suisse First Boston,
initiated a process whereby a number of interested parties were provided with
detailed information concerning the Company in a controlled process over a
number of weeks. The committee of Independent Directors has met frequently
throughout this extensive process and, as a result of this process, has
concluded that the Offer by Venice Bidder is the most attractive for
PizzaExpress Shareholders.
Interim results for the six months ended 31 December 2002
The interim results for the six months ended 31 December 2002 were released on
11 February 2003 and reflected a continuation of disappointing trading in the
core PizzaExpress restaurants. Compared with the interim results for the six
months ended 31 December 2001, Group turnover rose 7.9 per cent. to #112.0
million but like-for-like sales deteriorated further showing a decline of 4.8
per cent., with sales within the M25 10 per cent. lower and sales outside the
M25 flat. This directly impacted the operating margin on continuing operations
which fell from 20.8 per cent. in 2001 to 15.6 per cent. Profit before
taxation, excluding exceptional items, fell 18.3 per cent. to #17.8 million and
basic earnings per share decreased by 19.4 per cent. to 16.6 pence. The interim
dividend was increased by 20 per cent. to 3 pence (net) per PizzaExpress Share
underpinned by the Company's strong balance sheet.
During the period the Board of PizzaExpress introduced a number of initiatives
to try to mitigate the poor trading environment. Initiatives included a further
reorganisation of restaurant management as well as the introduction of a range
of incentivisation packages throughout the PizzaExpress Group. A number of
product changes were introduced in December 2002, notably larger pizze and
PizzaExpress menu changes. Furthermore, the accelerated refurbishment programme
was commenced. The Board of PizzaExpress believed that the many initiatives
taken would aid recovery in the medium term as market conditions improved.
Current trading
The interim results noted that, since the half year, trading conditions and
like-for-like sales had not improved in the core UK pizza operation and that
immediate prospects remained uncertain. Intense competition, coupled with well
documented economic and political factors, continue to delay improvements in
performance; indeed, sales in the core PizzaExpress business have further
weakened in recent weeks.
Overall assessment
Against the background described above of deteriorating current trading and
uncertainty as to the timing of any recovery in like-for-like sales figures and
profitability and following the thorough appraisal of all the approaches made
and parties contacted by Credit Suisse First Boston, the Independent Directors
deem the Offer to be acceptable to PizzaExpress Shareholders. The Offer
provides an immediate and certain opportunity for PizzaExpress Shareholders to
realise their investment for cash at a significant premium to the PizzaExpress
share price prior to the commencement of the Offer Period.
6. Information on PizzaExpress
The first PizzaExpress restaurant was opened in Wardour Street, in London's
Soho, in 1965 and from this base the Company grew primarily in the UK and then
internationally through a mixture of owned and franchised restaurants.
PizzaExpress was floated on the London Stock Exchange in February 1993. Three
years later, a significant majority of those UK restaurants which were then
franchised were purchased by the Company thereby ensuring greater control of the
PizzaExpress brand.
Until 1998, the PizzaExpress Group pursued a growth strategy based on its core
brand, PizzaExpress restaurants. In 1998, the PizzaExpress Group acquired the
Cafe Pasta chain, a small pasta chain thereby diversifying away from a single
brand strategy. In February 2002, the PizzaExpress Group acquired Gourmet Pizza
Co. and Kettners Restaurant - two small formats with distinctive market
positions.
PizzaExpress is now a leading operator of branded pizza and pasta restaurants in
the UK and Irish market with 311 PizzaExpress restaurants and 15 Cafe Pasta or
Marzano restaurants in addition to 5 Gourmet Pizza restaurants. The
PizzaExpress Group has also expanded internationally with 6 company-owned, 2
joint ventures and 38 franchised restaurants in key cities throughout Europe,
the Middle East, and the Far East. PizzaExpress also sells its produce through
320 Sainsbury's and 134 Waitrose supermarkets in the UK and 7 stores in Hong
Kong.
For the year ended 30 June 2002 (being the last date to which annual accounts
for PizzaExpress have been prepared), PizzaExpress reported turnover of #213.7
million and a profit on ordinary activities before taxation of #38.0 million.
As at 30 June 2002, PizzaExpress had net assets of #133.3 million.
On 11 February 2003, PizzaExpress issued interim results for the six months
ended 31 December 2002. The Company reported turnover of #112.0 million and a
profit on ordinary activities before tax and excluding exceptional items of
#17.8 million.
7. Information on Venice Bidder
Venice Bidder is a newly incorporated public limited liability company
registered in England and Wales which was set up specifically for the purposes
of making the Offer. Venice Bidder has not traded prior to the date of this
announcement.
Immediately following the Offer becoming or being declared unconditional in all
respects, the major investor in Venice Bidder will be the ABN AMRO LBO Fund. A
minority interest in Venice Bidder will be acquired by the Venice Management
Team.
The current directors of Venice Bidder are Paul Southwell, Dominic Collier,
Simon Tuttle and Jonathan Bourn, all representatives of ABN AMRO Capital, and
Luke Johnson and Ian Eldridge.
Further information on Venice Bidder will be contained in the Offer Document.
8. Information on ABN AMRO Capital
ABN AMRO Capital is a wholly owned subsidiary of ABN AMRO Holding N.V., one of
the largest European banks with total assets of Euro556 billion as at 31 December
2002. It is the UK arm of the bank's global private equity business, and acts as
investment manager of the ABN AMRO LBO Fund, established in June 2000 to invest
funds provided by the ABN AMRO Group in, primarily, European management buy-outs
and management buy-ins. Target sectors for investment include speciality retail,
consumer goods, food and engineering. Currently, the ABN AMRO Group has private
equity investments of Euro2 billion.
Over the last two and a half years, the ABN AMRO LBO Fund has invested in
Accantia Limited, the owner of the Lillets and Simple brands, Perkins Foods, a
European supplier of chilled and frozen pre-prepared foods, Commodore Shipping,
the operator of the passenger and freight ferry business from the UK to the
Channel Islands and Jessops, a leading UK photo-imaging retailer.
9. Financing of the Offer
The Offer will be financed out of cash resources being made available to Venice
Bidder pursuant to equity and loan note subscriptions from funds managed by ABN
AMRO Capital and the Venice Management Team and debt financing from Royal Bank
of Scotland and HSBC. The new debt financing facilities will be conditional,
inter alia, on the Offer becoming or being declared unconditional in all
respects.
10. Management and employees
The Board of Venice Bidder has given assurances to the Independent Directors
that, following the Offer becoming or being declared unconditional in all
respects, the existing employment rights, including the pension rights, of all
employees of PizzaExpress will be fully safeguarded.
11. PizzaExpress Share Schemes and PizzaExpress Deferred Convertible Shares
The Offer will extend to any PizzaExpress Shares unconditionally allotted or
issued, whilst the Offer remains open for acceptance (or such earlier date as
Venice Bidder may, subject to the Code, determine), as a result of the exercise
of options or the release of conditional share awards granted under the
PizzaExpress Share Schemes or separately to individuals or the conversion of any
PizzaExpress Deferred Convertible Shares.
Following the Offer becoming or being declared unconditional in all respects,
appropriate proposals will be made to participants in the PizzaExpress Share
Schemes to the extent that such options have not been exercised or lapsed, save
where the exercise prices of those options or conditional share awards granted
under the PizzaExpress Share Schemes or separately to individuals are above the
Offer Price or, as appropriate, where the relevant performance criteria have not
been met.
Save as set out above, the Offer will not be made in respect of, and will not
extend to, the PizzaExpress Deferred Convertible Shares.
12. Break fee arrangements
As an inducement to Venice Bidder to make the Offer, PizzaExpress has agreed to
pay a break fee to Venice Bidder, of #2.634 million in the event that the Offer
lapses or is withdrawn and before the lapse or withdrawal either an Independent
Competing Offer is announced which becomes or is declared unconditional in all
respects or, in the absence of an Independent Competing Offer or an announcement
under Rule 2.4 of the Code concerning a possible offer, the Independent
Directors withdraw or adversely modify their unanimous recommendation of the
Offer.
13. Compulsory acquisition, de-listing and re-registration
If Venice Bidder receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the PizzaExpress Shares to which the
Offer relates and assuming that all of the other conditions of the Offer have
been satisfied or waived (if capable of being waived), Venice Bidder intends to
exercise its rights pursuant to the provisions of sections 428 to 430F of the
Companies Act to acquire compulsorily the remaining PizzaExpress Shares on the
same terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects, Venice
Bidder intends to procure the making of an application by PizzaExpress to the
UKLA for the cancellation of the listing of PizzaExpress Shares on the Official
List of the UKLA and to the London Stock Exchange for the cancellation of the
admission to trading of PizzaExpress Shares on its market for listed securities.
This will significantly reduce the liquidity and marketability of PizzaExpress
Shares not assented to under the Offer. It is anticipated that the cancellation
of PizzaExpress's listing and admission to trading will take effect no earlier
than the later of (i) the expiry of any period during which PizzaExpress
Optionholders may elect to accept proposals made by Venice Bidder in respect of
subsisting options and conditional share awards granted under the PizzaExpress
Share Schemes or (ii) the expiry of 20 business days after the Offer becomes or
is declared unconditional in all respects.
It is also proposed that PizzaExpress will be re-registered as a private company
in due course.
14. Shareholdings in PizzaExpress
Members of the Venice Management Team currently hold the following number of
PizzaExpress Shares or share options under the PizzaExpress Discretionary Share
Option Scheme:
Number of Number of options under
PizzaExpress PizzaExpress
Deferred Discretionary Share
Number of Convertible Shares Option Scheme
PizzaExpress Shares
Luke Johnson 1 100,000 -
Ian Eldridge 66,589 400,000 120,000
Mark Farrer-Brown 12,269 - -
Ben Redmond 1,891 - -
The members of the Venice Management Team have given irrevocable commitments to
accept the Offer in respect of their entire beneficial holdings of, in
aggregate, 80,750 PizzaExpress Shares.
15. Other
The Offer will be made on the terms and subject to the conditions set out herein
and in Appendix I, and to be set out in the Offer Document and the accompanying
Form of Acceptance. These will be despatched to PizzaExpress Shareholders by
Hawkpoint later today. The Offer and acceptances thereof will be governed by
English law.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions. Such persons should
inform themselves about, and observe, any applicable requirements.
Certain terms used in this announcement are defined in Appendix IV to this
announcement.
This announcement does not constitute, or form any part of, any offer for, or
solicitation of, any offer for securities. Any acceptance or other response to
the Offer should be made only on the basis of the information contained in the
Offer Document.
Enquiries:
Venice Bidder Tel: 020 7499 5311
Luke Johnson
Ian Eldridge
ABN AMRO Capital Tel: 020 7678 0076
Ian Taylor
Hawkpoint Tel: 020 7665 4500
(Financial adviser to Venice Bidder)
Patrick Wilson
Robin Caiger
ABN AMRO Hoare Govett Tel: 020 7678 8000
(Broker to Venice Bidder)
Chris Zeal
John MacGowan
Financial Dynamics Tel: 020 7831 3113
(PR adviser to Venice Bidder)
Fergus Wheeler
Independent Directors of PizzaExpress Today Tel: 020 7638 9571
Nigel Colne Thereafter Tel: 01895 618 618
Credit Suisse First Boston Tel: 020 7888 8888
(Financial adviser and broker to PizzaExpress)
Stuart Upcraft
Alastair Cochran
Richard Probert
Citigate Dewe Rogerson Tel: 020 7638 9571
(PR adviser to PizzaExpress)
Sue Pemberton
Hawkpoint, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Venice Bidder and no one else in connection
with the Offer and will not be responsible to anyone other than Venice Bidder
for providing the protections afforded to its customers or for providing advice
in relation to the Offer or in relation to the contents of this announcement or
any transaction or arrangement referred to herein.
ABN AMRO Hoare Govett is acting as broker for Venice Bidder and is not acting
for anyone else in connection with the Offer and will not be responsible to
anyone else other than Venice Bidder for providing the protections afforded to
its customers or for providing advice in relation to the Offer.
Credit Suisse First Boston is acting exclusively for PizzaExpress and no one
else in connection with the Offer and will not be responsible to anyone other
than PizzaExpress for providing the protections afforded to its customers or for
providing advice in relation to the Offer.
Neither the Offer nor the Loan Note Alternative will be made, directly or
indirectly, in or into the United States or by use of the mails of, or by any
means or instrumentality (including, without limitation, facsimile or other
electronic transmission, telex or telephone) of inter-state or foreign commerce
of, or any facility of, a national, state or other securities exchange of, the
United States, nor will it be made directly or indirectly in or into Canada,
Australia or Japan and the Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan or any other such jurisdiction if to do so would constitute a violation
of the relevant laws of such jurisdiction. Accordingly, copies of this press
announcement, the Offer Document and the Form of Acceptance are not being, will
not be and must not be mailed or otherwise forwarded, distributed or sent in,
into or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction and persons receiving this press announcement, the Offer
Document and Form of Acceptance (including without limitation custodians,
nominees and trustees) must not mail, forward, distribute or send them in, into
or from the United States, Canada, Australia or Japan or any other such
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction.
The Loan Notes which may be issued pursuant to the Offer have not been, nor will
they be, registered under the Securities Act or under the securities laws of any
state of the United States; the relevant clearances have not been, nor will they
be, obtained from the securities commission of any province or territory of
Canada; no prospectus has been lodged with, or registered by, the Australian
Securities and Investments Commission or the Japanese Ministry of Finance; and
the Loan Notes have not been, nor will they be, registered under, or offered in
compliance with, applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan or any other such jurisdiction if to
do so would constitute a violation of the relevant laws of such jurisdiction.
Accordingly, the Loan Notes may not (unless an exemption under relevant
securities laws is applicable) be offered, sold, resold, or delivered, directly
or indirectly, in, into or from the United States, Canada, Australia or Japan or
any other jurisdiction if to do so would constitute a violation of the relevant
laws of, or require registration thereof in, such jurisdiction or to, or for the
account or benefit of, any United States, Canadian, Australian or Japanese
person.
This announcement does not constitute an offer to sell or invitation to purchase
or subscribe for any securities.
APPENDIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
The Offer, which will be made by Hawkpoint on behalf of Venice Bidder, will
comply with the provisions of the Code. The Offer will be subject to the
following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by not later
than 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or
date(s) as Venice Bidder may, subject to the rules of the Code, decide) in respect of
not less than 90 per cent. (or such lesser percentage as Venice Bidder may decide) of
the PizzaExpress Shares to which the Offer relates, provided that, unless agreed by the
Panel, this condition will not be satisfied unless Venice Bidder and/or its
wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to the Offer or
otherwise), directly or indirectly, PizzaExpress Shares carrying, in aggregate, over 50
per cent. of the voting rights then normally exercisable at general meetings of
PizzaExpress on such basis as may be required by the Panel (including for this purpose,
to the extent (if any) required by the Panel, any voting rights attaching to any shares
which are unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion or
subscription rights or otherwise); and for this purpose (i) the expression "
PizzaExpress Shares to which the Offer relates" shall be construed in accordance with
sections 428-430F of the Companies Act; and (ii) shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they will carry on issue;
(b) it being established, in terms satisfactory to Venice Bidder, that it is not the
intention of the European Commission, pursuant to Council Regulation (EEC) 4064/89, to
initiate proceedings under Article 6(1)(c) of such Regulation and:
(i) in the event that a request under Article 9(2) of such Regulation has been
made by a European Union or EFTA state, the European Commission indicating,
in terms satisfactory to Venice Bidder, that it does not intend to refer the
proposed acquisition of PizzaExpress by Venice Bidder or any matters arising
therefrom to any competent authority or European Union or EFTA state; or
(ii) in the event that any request under Article 9(2) of the Regulation has been
made by a competent authority of the United Kingdom and the European
Commission refers the proposed acquisition of PizzaExpress by Venice Bidder
or any matters arising therefrom to a competent authority of the United
Kingdom pursuant to Article 9(1) of such Regulation, the Office of Fair
Trading indicating, in terms satisfactory to Venice Bidder, that it is not
the intention of the Secretary of State for Trade and Industry to refer the
proposed acquisition of PizzaExpress by Venice Bidder, or any matters arising
therefrom, to the Competition Commission; and
(iii) no indication having been made that a European Union or EFTA state may take
appropriate measures to protect legitimate interests pursuant to Article 21
(3) of such Regulation in relation to the proposed acquisition of
PizzaExpress by Venice Bidder and any matters arising therefrom;
(c) no government or governmental, quasi-governmental, supranational, statutory or
regulatory body, or any court, institution, investigative body, association, trade
agency or professional or environmental body or (without prejudice to the generality of
the foregoing) any other person or body in any jurisdiction (each, a "Relevant
Authority") having decided to take, instituted or implemented any action, proceedings,
suit, investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done any thing, and there not being
outstanding any statute, legislation or order, that would or might reasonably be
expected to:
(i) materially restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the implementation of,
the Offer or the acquisition of any PizzaExpress Shares by Venice Bidder or any
matters arising therefrom;
(ii) result in a material delay in the ability of Venice Bidder, or render Venice
Bidder unable, to acquire some or all of the PizzaExpress Shares;
(iii) require, prevent, delay or affect the divestiture by Venice Bidder or any of
its subsidiaries, subsidiary undertakings or associated undertakings (including
any company of which 20 per cent. or more of the voting capital is held by the
Venice Equity Group or any partnership, joint venture, firm or company in which
any of them may be interested) (together the "wider Venice Bidder Group") or
PizzaExpress or any of its subsidiaries, subsidiary undertakings or associated
undertakings (including any company of which 20 per cent. or more of the voting
capital is held by the PizzaExpress Group or any partnership, joint venture,
firm or company in which any of them may be interested) (together the "wider
PizzaExpress Group") of all or any material portion of their businesses, assets
or property or of any PizzaExpress Shares or other securities in PizzaExpress
or impose any material limitation on the ability of any of them to conduct
their respective businesses or own their respective assets or properties or any
part thereof;
(iv) impose any material limitation on the ability of any member of the wider Venice
Bidder Group to acquire or hold or exercise effectively, directly or
indirectly, all rights of all or any of the PizzaExpress Shares (whether
acquired pursuant to the Offer or otherwise);
(v) require any member of the wider Venice Bidder Group or the wider PizzaExpress
Group to offer to acquire any shares or other securities or rights thereover in
any member of the wider PizzaExpress Group owned by any third party where such
acquisition would be material;
(vi) make the Offer or its implementation or the proposed acquisition of
PizzaExpress or any member of the wider PizzaExpress Group or of any
PizzaExpress Shares or any other shares or securities in, or control of,
PizzaExpress, illegal, void or unenforceable in or under the laws of any
jurisdiction;
(vii) impose any material limitation on the ability of any member of the wider Venice
Bidder Group or the wider PizzaExpress Group to co-ordinate its business, or
any part of it, with the business of any other member of the wider Venice
Bidder Group or the wider PizzaExpress Group; or
(viii) otherwise materially adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider Venice Bidder Group or the
wider PizzaExpress Group or the exercise of rights of shares of any company in
the PizzaExpress Group,
and all applicable waiting periods during which such Relevant Authority could institute
or implement any such action, proceeding, suit, investigation, enquiry or reference or
otherwise intervene having expired, lapsed or been terminated;
(d) all authorisations, orders, grants, consents, clearances, licences, permissions and
approvals, in any jurisdiction, necessary for or in respect of the Offer, the proposed
acquisition of any shares or securities in, or control of, PizzaExpress or any member
of the wider PizzaExpress Group by any member of the wider Venice Bidder Group or the
carrying on of the business of any member of the wider PizzaExpress Group or the wider
Venice Bidder Group or any matters arising therefrom being obtained in terms reasonably
satisfactory to Venice Bidder from all appropriate Relevant Authorities or (without
prejudice to the generality of the foregoing) from any persons or bodies with whom any
members of the wider PizzaExpress Group or the wider Venice Bidder Group has entered
into contractual arrangements and such authorisations, orders, grants, consents,
clearances, licences, permissions and approvals remaining in full force and effect and
there being no intimation of any intention to revoke or not to renew the same and all
necessary filings having been made, all appropriate waiting and other time periods
(including extensions thereto) under any applicable legislation and regulations in any
jurisdiction having expired, lapsed or been terminated and all necessary statutory or
regulatory obligations in any jurisdiction in respect of the Offer or the proposed
acquisition of PizzaExpress by Venice Bidder or of any PizzaExpress Shares or any
matters arising therefrom having been complied with;
(e) appropriate assurances being received, in terms reasonably satisfactory to Venice
Bidder, from the Relevant Authorities or any party with whom any member of the wider
PizzaExpress Group has any contractual or other relationship that the interests held by
any member of the wider PizzaExpress Group under licences, leases, consents, permits
and other rights will not be materially adversely amended or otherwise affected by the
Offer or the proposed acquisition of PizzaExpress or any matters arising therefrom,
that such licences, leases, consents, permits and other rights remain in full force and
effect and that there is no intention to revoke or amend any of the same;
(f) save as publicly announced by PizzaExpress prior to 27 February 2003 and in each case
delivered to a Regulatory Information Service (as defined in the UKLA Listing Rules) or
as fairly disclosed in writing to Venice Bidder or its advisers by PizzaExpress or its
advisers in connection with the Offer prior to 27 February 2003 (such information
hereafter in these conditions being referred to as being "publicly announced") there
being no provision of any material agreement, instrument, permit, licence or other
material arrangement to which any member of the wider PizzaExpress Group is a party or
by or to which it or any of its material assets may be bound or subject which, as a
consequence of the Offer or the acquisition of PizzaExpress or because of a change in
the control or management of PizzaExpress or any member of the PizzaExpress Group or
any matters arising therefrom or otherwise, could or might reasonably be expected to
have the result that:
(i) any monies borrowed by, or other indebtedness, actual or contingent, of, or
grant available to, any member of the wider PizzaExpress Group becomes or is
capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability
of any member of the wider PizzaExpress Group to borrow monies or incur
indebtedness is withdrawn, inhibited or materially adversely affected;
(ii) any mortgage, charge or other security interest is created over the whole or
any material part of the business, property or assets of any member of the
wider PizzaExpress Group or any such security (whenever arising) becomes
enforceable;
(iii) any such agreement, instrument, permit, licence or other arrangement, or any
right, interest, liability or obligation of any member of the wider
PizzaExpress Group therein, is terminated or materially adversely modified or
affected or any material action is taken or onerous obligation arises
thereunder;
(iv) the financial or trading position of any member of the wider PizzaExpress Group
is prejudiced or materially adversely affected;
(v) any material asset of the wider PizzaExpress Group being or falling to be
charged or disposed of;
(vi) the rights, liabilities, obligations or interests or business of any member of
the wider PizzaExpress Group in or with any other person, firm or company (or
any arrangement relating to such interest or business) is terminated, modified
or materially adversely affected; or
(vii) any member of the wider PizzaExpress Group ceases to be able to carry on
business under any name under which it currently does so;
(g) since 30 June 2002 (being the date to which the latest published audited report and
accounts of PizzaExpress were made up) and save as disclosed in PizzaExpress's
published report and accounts for the year ended 30 June 2002 or save as publicly
announced (as such term is defined in condition (f) above) and in each case delivered
to a Regulatory Information Service (as defined in the UK Listing Authority Listing
Rules) prior to 27 February 2003, being the date upon which the Offer was announced, no
member of the PizzaExpress Group having:
(i) issued or agreed to issue or authorised or proposed the issue of additional
shares of any class or issued or authorised or proposed the issue of or granted
securities convertible into or rights, warrants or options to subscribe for or
acquire such shares or convertible securities (save for the issue of any
PizzaExpress Shares pursuant to the exercise of options granted under the
PizzaExpress Share Schemes, as disclosed by PizzaExpress to Venice Bidder) or
redeemed, purchased or reduced or announced any intention to do so or made any
other change to any part of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or
make any dividend, bonus or other distribution other than dividends lawfully
paid to PizzaExpress or wholly-owned subsidiaries of PizzaExpress;
(iii) authorised or proposed or announced its intention to propose any merger or
acquisition or disposal or transfer of assets or shares or any change in its
share or loan capital;
(iv) issued or authorised or proposed the issue of any debentures or incurred or
materially increased any indebtedness or contingent liability;
(v) disposed of or transferred, mortgaged or encumbered any material asset or any
right, title or interest in any material asset or entered into or varied any
material contract, commitment or arrangement (whether in respect of capital
expenditure or otherwise) which is of a long term or unusual nature or which
involves or could involve an obligation of a nature or magnitude which is
material or authorised, proposed or announced any intention to do so;
(vi) entered into or varied or proposed to enter into or vary any contract,
reconstruction, amalgamation, arrangement or other transaction which is of a
long term or unusual or onerous nature or is otherwise than in the ordinary
course of business which is material or announced any intention to do so;
(vii) entered into, or varied the terms of, any contract or agreement with any of the
directors or senior executives of PizzaExpress in any material respect;
(viii) taken or proposed any corporate action or had any legal proceedings started
against it for its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues;
(ix) waived or compromised any claim other than in the ordinary course of business
and which is material;
(x) made any amendment to its memorandum or articles of association;
(xi) entered into any contract, transaction or arrangement which is or is reasonably
likely to be restrictive on the business of any member of the wider
PizzaExpress Group or the wider Venice Bidder Group;
(xii) entered into any contract, commitment or agreement with respect to any of the
transactions or events referred to in this condition (g); and
(xiii) been unable or admitted that it is unable to pay its debts or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part of its
business;
(h) since 30 June 2002 (being the date to which the latest published audited report and
accounts of PizzaExpress were made up) and save as disclosed in PizzaExpress's
published report and accounts for the year ended 30 June 2002 or save as publicly
announced (as such term is defined in condition (f) above) and in each case delivered
to a Regulatory Information Service (as defined in the UK Listing Authority Listing
Rules) prior to 27 February 2003, being the date upon which the Offer was announced:
(i) no material litigation, arbitration, prosecution or other legal proceedings
having been instituted, announced or threatened or become pending or remained
outstanding by or against any member of the wider PizzaExpress Group or to
which any member of the wider PizzaExpress Group is or may become a party
(whether as plaintiff, defendant or otherwise);
(ii) no material adverse change having occurred in the business, assets, financial
or trading position, profits or prospects of any member of the wider
PizzaExpress Group;
(iii) no investigation by any Relevant Authority having been threatened, announced,
implemented or instituted or remaining outstanding and which is or may be
material;
(i) Save as publicly announced (as such term is defined in condition (f) above) Venice
Bidder not having discovered that:
(i) any business, financial or other information concerning any member of the
PizzaExpress Group disclosed, publicly or otherwise at any time to Venice
Bidder or its advisers, by or on behalf of any member of the PizzaExpress
Group, either contains a material misrepresentation of fact or omits to state a
fact necessary to make the information contained therein not materially
misleading; or
(ii) any member of the wider PizzaExpress Group is subject to any material
liability, actual or contingent, which is not disclosed in the annual report
and accounts of PizzaExpress for the financial year ended 30 June 2002
(j) Venice Bidder not having discovered that:
(i) any past or present member of the wider PizzaExpress Group has not complied
with all applicable legislation or regulations of any jurisdiction with regard
to the storage, disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or to
harm human health or otherwise relating to environmental matters (which
non-compliance might give rise to any material liability (whether actual or
contingent) on the part of any member of the wider PizzaExpress Group) or that
there has otherwise been any such disposal, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any person
with any such legislation or regulations and wherever the same may have taken
place) which in any such case might give rise to any material liability
(whether actual or contingent) on the part of any member of the wider
PizzaExpress Group;
(ii) there is or is likely to be any material liability (whether actual or
contingent) to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present member of the
wider PizzaExpress Group or any controlled waters under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
third party or otherwise;
(iii) that circumstances exist (whether as a result of the making of the Offer or
otherwise) which will or are reasonably likely to lead to any Relevant
Authority instituting or any member of the wider PizzaExpress Group or the
wider Venice Bidder Group might be required to institute, an environmental
audit or take any other steps which in any such case might result in any
material actual or contingent liability to improve or install new plant or
equipment or make good, repair, re-instate or clean up any land or other asset
now or previously owned, occupied or made use of by any member of the wider
PizzaExpress Group; or
(iv) circumstances exist whereby a person or class of persons might have any
material claim or claims in respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the wider PizzaExpress Group.
Venice Bidder reserves the right to waive all or any of conditions (b) to (j) (inclusive) above,
in whole or in part. Conditions (b) to (j) (inclusive) must be satisfied as at, or waived on or
before, 21 days after the later of the first closing date of the Offer and the date on which
condition (a) is fulfilled (or in each case such later date as the Panel may agree) provided that
Venice Bidder shall be under no obligation to waive or treat as satisfied any of conditions (b) to
(j) (inclusive) by a date earlier than the latest date specified above for the satisfaction
thereof notwithstanding that the other conditions of the Offer may at such earlier date have been
waived or fulfilled and that there are at such earlier date no circumstances indicating that any
of such conditions may not be capable of fulfilment.
If Venice Bidder is required by the Panel to make an offer for PizzaExpress Shares under the
provisions of Rule 9 of the Code, Venice Bidder may make such alterations to the conditions as are
necessary to comply with the provisions of that Rule.
The Offer will lapse if the Offer is referred to the Competition Commission or if the European
Commission in respect thereof either initiates proceedings under article 6(1)(c) of Council
Regulation (EEC) 4064/89 or makes a referral to a competent authority of the United Kingdom under
article 9(1) of that Regulation, before (in any such case) the later of the first closing date of
the Offer and the date when the Offer becomes or is declared unconditional as to acceptances.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
(a) The value placed by the Offer on the existing issued ordinary share capital, and other statements
made by reference to the existing issued share capital, of PizzaExpress are based upon 71,775,503
PizzaExpress Shares in issue on 26 February 2003.
(b) The closing middle-market prices of PizzaExpress Shares are derived from the Daily Official List
and represent closing middle market prices for PizzaExpress Shares on the relevant dates.
(c) Unless otherwise stated, the financial information relating to PizzaExpress is extracted from the
audited financial statements of PizzaExpress for the relevant financial year or from the interim
results statement of PizzaExpress for the year ending 30 June 2003.
APPENDIX III
RESPONSIBILITY
1. Responsibility
(a) Paul Southwell, Dominic Collier, Simon Tuttle and Jonathan Bourn, on behalf of the relevant
investment committee of ABN AMRO Capital, which is responsible for approving investment
recommendations made by ABN AMRO Capital in respect of the ABN AMRO LBO Fund, accept responsibility
for the information contained in this announcement relating to the ABN AMRO Group.
(b) The directors of Venice Bidder, whose names are set out in paragraph 2 below, accept responsibility
for the information contained in this announcement other than the information contained in this
announcement relating to the ABN AMRO Group, the PizzaExpress Group and the recommendations and
associated opinions of the Independent Directors of PizzaExpress.
(c) In view of the involvement of the Executive Directors of PizzaExpress in a potential offer for the
Company, the Independent Directors of PizzaExpress, whose names are set out in paragraph 3 below,
accept responsibility for the information contained in this announcement relating to the PizzaExpress
Group and for their opinions relating to the recommendation of the Offer and the recommendation
itself.
2. Directors of Venice Bidder
Paul Southwell
Dominic Collier
Simon Tuttle
Jonathan Bourn
Luke Johnson
Ian Eldridge
3. Independent Directors of PizzaExpress
The Independent Directors of PizzaExpress are Nigel Colne, Ian Thomson and Janet Walker.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"ABN AMRO Capital" ABN AMRO Capital Limited, which is regulated in the UK by the
Financial Services Authority
"ABN AMRO Hoare Govett" Hoare Govett Limited
"ABN AMRO LBO Fund" the LBO fund managed by ABN AMRO Capital
"ABN AMRO Group" ABN AMRO Holding N.V. and each of its subsidiary undertakings
"Board of Venice Bidder" the board of directors of Venice Bidder
"Code" The City Code on Takeovers and Mergers
"Companies Act" The Companies Act 1985, as amended
"CSFB" or "Credit Suisse First Boston" Credit Suisse First Boston (Europe) Limited, financial adviser to
PizzaExpress
"Daily Official List" the daily official list of the London Stock Exchange
"Executive Directors" David Page, John Metcalf, Paul Campbell, Nicholas Taylor and
David Sykes, each of whom is a director of PizzaExpress
"Form(s) of Acceptance" or "Form(s)" the form of acceptance and authority relating to the
Offer, accompanying the Offer Document
"Hawkpoint" Hawkpoint Partners Limited, financial adviser to Venice Bidder
"HSBC" HSBC Bank plc
"Independent Competing Offer" an offer, tender offer, merger, scheme of arrangement,
recapitalisation or other transaction (including, for the
avoidance of doubt, any transaction involving a dual listed
company structure) for or in respect of some or all of the
ordinary shares of the Company which is made by a party which is
not an associate (as defined in the Code) of Venice Bidder
(including, without limitation, an announcement of such a
transaction (whether or not subject to any preconditions) made in
accordance with Rule 2.5 of the Code) and which is in a cash
amount in excess of the Offer, or which comprises an amount on
announcement which Venice Bidder and PizzaExpress agree exceeds
the value of the Offer or, failing such agreement, is determined
by an independent financial adviser (to be appointed by Venice
Bidder and PizzaExpress or, failing agreement by the parties
within two days of request by either party, to be appointed by
LIBA at the request of either party) as exceeding the value of
the Offer
"Independent Directors" Nigel Colne, Ian Thomson and Janet Walker, each of whom is a
director of PizzaExpress not having a conflict of interest with
regard to the Offer
"Interim Dividend" the 3 pence (net) dividend per PizzaExpress Share payable on 21
March 2003
"Loan Notes" the floating rate unsecured guaranteed loan notes of Venice
Bidder to be issued pursuant to the Loan Note Alternative
"Loan Note Alternative" the alternative whereby PizzaExpress Shareholders (other than
certain overseas shareholders) validly accepting the Offer, may
elect to receive Loan Notes instead of some or all of the cash
consideration to which they would otherwise be entitled under the
Offer
"London Stock Exchange" London Stock Exchange plc
"Offer Document" the document to be despatched to PizzaExpress Shareholders
containing and setting out the terms and conditions of the Offer
and any revision thereof
"Offer Period" means the period commencing on 16 December 2002 and ending on
whichever of the following dates shall be the latest: (i) 21 days
following the date on which the Offer Document is posted; (ii)
the date on which the Offer lapses; and (iii) the date on which
the Offer becomes unconditional as to acceptances
"Offer Price" means 367 pence per PizzaExpress Share
"Offer" the recommended cash offer (including the Loan Note Alternative)
to be made by Hawkpoint on behalf of Venice Bidder to acquire all
of the PizzaExpress Shares on the terms and subject to the
conditions to be set out in the Offer Document and the Form of
Acceptance and including, where the context requires, any
subsequent revision, variation, extension or renewal thereof
"Panel" The Panel on Takeovers and Mergers
"PizzaExpress" or the "Company" PizzaExpress PLC
"PizzaExpress Deferred Convertible the holders of PizzaExpress Deferred Convertible
Shareholders"
Shares
"PizzaExpress Deferred Convertible the existing issued deferred convertible shares of 5
Shares"
pence each in the capital of PizzaExpress
"PizzaExpress Directors" or "Directors the board of directors of PizzaExpress
of PizzaExpress" or "Board of
PizzaExpress"
"PizzaExpress Group" or "Group" PizzaExpress and its subsidiary undertakings
"PizzaExpress Optionholders" or " means a holder of options or conditional share awards
Optionholder"
under the PizzaExpress Share Schemes
"PizzaExpress Shareholders" the holders of PizzaExpress Shares
"PizzaExpress Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each in the capital of PizzaExpress
and any further such shares which are unconditionally allotted or
issued fully paid or credited as fully paid before the date on
which the Offer ceases to be open for acceptance (or such earlier
date as Venice Bidder may, subject to the Code, decide)
"PizzaExpress Share Schemes" the PizzaExpress 1992 Executive Share Option Scheme (also known
as the Star Computer Group plc 1992 Executive Share Option
Scheme), the PizzaExpress Discretionary Share Option Scheme, the
PizzaExpress Executive Share Option Scheme and the PizzaExpress
Long Term Incentive Plan
"Royal Bank of Scotland" The Royal Bank of Scotland PLC
"Securities Act" the United States Securities Act of 1933, as amended
"subsidiary", "subsidiary undertaking", shall be construed in accordance with the Companies
"associated undertaking" or "
undertaking" Act (but for this purpose ignoring paragraph 20(1)(b)
of and Schedule 4A of the Companies Act)
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority" or "UKLA" the Financial Services Authority in its capacity as the
competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000
"United States", "US" or "USA" the United States of America, its territories and
possessions, any State of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction or any political subdivision thereof
"Venice Bidder" Venice Bidder PLC
"Venice Bond" Venice Bond Limited
"Venice Equity" Venice Equity Limited
"Venice Equity Group" Venice Equity, Venice Bond, Venice Mezz and Venice Bidder
"Venice Management Team" Luke Johnson, Ian Eldridge, Mark Farrer-Brown and Ben Redmond
"Venice Mezz" Venice Mezz Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFSEFSFWSDSESE