TIDMPRZ
RNS Number : 5396D
Prezzo PLC
29 January 2015
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
29 January 2015
RECOMMENDED CASH ACQUISITION
of
PREZZO PLC
by
PAPA BIDCO LIMITED
(a newly-incorporated company indirectly owned by the TPG
Funds)
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
(the "Scheme")
Exercise of Share Options
Prezzo plc ("Prezzo") announces that, following the sanction by
the Court of the Scheme, 5,062,647 Ordinary Shares of 5 pence each
have been allotted and issued as a result of the exercise of Prezzo
Options in connection with the Scheme.
The following Prezzo Directors exercised options over Ordinary
Shares:
Name Title Name of Prezzo No. of Prezzo Exercise
Share Plan Options exercised price
--------------- ------------------ ---------------------- ------------------- ---------
Chief Executive 2007 Unapproved
Jonathan Kaye Officer Share Option Plan 726,096 125.50p
--------------- ------------------ ---------------------- ------------------- ---------
2007 Company Share
Option Plan 23,904 125.50p
--------------------------------------------------------- ------------------- ---------
2007 Unapproved
Alan Millar Finance Director Share Option Plan 250,000 38.75p
--------------- ------------------ ---------------------- ------------------- ---------
200,000 26.00p
--------------------------------------------------------- ------------------- ---------
150,000 125.5p
------------------- ---------
100,000 67.75p
------------------- ---------
50,000 57.00p
--------------------------------------------------------- ------------------- ---------
Executive 2002 Unapproved
Kuldip Sehmi Director Share Option Scheme 100,000 52.50p
--------------- ------------------ ---------------------- ------------------- ---------
2007 Unapproved
Share Option Plan 100,000 125.50p
--------------------------------------------------------- ------------------- ---------
50,000 67.75p
--------------------------------------------------------- ------------------- ---------
Executive 2002 Unapproved
Mehdi Gashi Director Share Option Scheme 83,692 56.25p
--------------- ------------------ ---------------------- ------------------- ---------
25,000 50.00p
--------------------------------------------------------- ------------------- ---------
20,000 52.50p
--------------------------------------------------------- ------------------- ---------
2007 Unapproved
Share Option Plan 250,000 125.50p
--------------------------------------------------------- ------------------- ---------
100,000 67.75p
--------------------------------------------------------- ------------------- ---------
100,000 38.75p
------------------- ---------
50,000 57.00p
------------------- ---------
35,955 26.00p
--------------------------------------------------------- ------------------- ---------
Following the above transactions, the resultant shareholdings of
those Prezzo Directors who exercised options are as follows:
Name Title Resultant no. Resultant holding
of Prezzo Shares as a percentage
held of Prezzo Shares
in issue
--------------- -------------------- ------------------ ------------------
Chief Executive
Jonathan Kaye Officer 20,534,000 8.56%
--------------- -------------------- ------------------ ------------------
Alan Millar Finance Director 850,000 0.35%
--------------- -------------------- ------------------ ------------------
Kuldip Sehmi Executive Director 932,244 0.39%
--------------- -------------------- ------------------ ------------------
Mehdi Gashi Executive Director 719,647 0.30%
--------------- -------------------- ------------------ ------------------
Prezzo has made application for the 5,062,647 Ordinary Shares of
5 pence each to be admitted to trading on AIM. Admission of the
Ordinary Shares however is not expected as on 30 January 2015, the
trading of Prezzo Shares on AIM will be suspended pending the
Effective Date. The admission to trading on AIM of Prezzo Shares
will be cancelled with effect from the business day after the
Effective Date.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), Prezzo confirms that it has 239,947,229
Ordinary Shares in issue. There are no Ordinary Shares held in
treasury. The total number of voting rights in the Company is
therefore 239,947,229. This figure may be used by shareholders of
the Company 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 share capital of the Company
under the Financial Conduct Authority's Disclosure and Transparency
Rules and under Rule 8.3 of the Code. The International Securities
Identification Number for the Ordinary Shares is GB00B07G3K12.
General
The Prezzo Directors accept responsibility for the information
contained in this announcement and, to the best of their knowledge
and belief (having taken all reasonable care to ensure that such is
the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
A copy of this announcement will be available free of charge but
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Prezzo's website at
www.prezzorestaurantscorporate.co.uk/. The contents of this website
are not incorporated into, and do not form part of, this
announcement.
Capitalised terms used but not defined in this announcement have
the same meanings set out in the circular to Prezzo Shareholders
dated 4 December 2014.
Enquiries
Tulchan Communications LLP (Media enquiries
to Prezzo)
Tom Buchanan
Victoria Huxster +44 (0) 20 7353 4200
Altium (Financial adviser to Prezzo) +44 (0) 20 7484 4040
Sam Fuller
Paul Chamberlain
Cenkos Securities Plc (NOMAD and Broker
to Prezzo) +44 (0) 20 7397 8900
Bobbie Hilliam
Further information
Altium Capital Limited ("Altium"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Altium
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
Cenkos Securities Plc ("Cenkos"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Prezzo and no one else in connection with
the Acquisition, and will not be responsible to anyone other than
Prezzo for providing the protections afforded to clients of Cenkos
nor for providing advice in relation to the Acquisition or any
other matter referred to in this announcement.
This announcement has been prepared for the purpose of complying
with English law, the Code and the AIM Rules and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 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 Code, any person who is, or becomes,
interested in 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (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.
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).
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 Takeover 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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