Offer Update
February 27 2003 - 9:48AM
UK Regulatory
RNS Number:0788I
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
FOR IMMEDIATE RELEASE
27 February 2003
RECOMMENDED CASH OFFER
by
HAWKPOINT
on behalf of
VENICE BIDDER
for
PIZZAEXPRESS
OFFER UPDATE
Earlier today, Venice Bidder announced a recommended cash offer for the entire
issued and to be issued ordinary share capital of 367p per PizzaExpress Share
(the "Venice Offer").
As disclosed separately, Venice Bidder has now acquired 6,131,658 PizzaExpress
Shares. Venice Bidder, together with persons deemed to be acting in concert
with it, are therefore interested in 6,212,408 PizzaExpress Shares,
representing, in aggregate, 8.7 per cent. of the issued ordinary share capital
of Pizza Express.
Venice Bidder notes the announcement made earlier today by TDR Capital LLP and
Capricorn Ventures International Ltd regarding a possible higher offer for
PizzaExpress and that the announcement does not constitute a firm intention to
make an offer under the Code. Venice Bidder's offer remains the only offer
capable of acceptance by shareholders.
The Offer Document was posted earlier today and the first closing date of the
Venice Offer is 20 March 2003.
Certain terms used in this announcement are defined in Appendix VI 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
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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