TIDMPUB
RNS Number : 9301J
Punch Taverns PLC
07 July 2011
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS
7 July 2011
Punch Taverns plc
Proposed Demerger of Punch Taverns plc's Spirit Business
Highlights
n On 22 March 2011, Punch Taverns plc ("Punch" or the "Company")
confirmed the intention to separate the Group into two businesses
through the demerger of the Spirit Business ("Spirit") from the
rest of the Group (the "Demerger")
n Today, Punch is pleased to announce the full terms and
conditions of the Demerger which represents the final phase of the
Demerger process
n The Demerger is conditional, inter alia, upon the approval of
Punch Shareholders at a general meeting of the Company
n A prospectus relating to the Admission of Spirit Ordinary
Shares dated 7 July 2011 (the "Prospectus") and an explanatory
circular setting out the terms and conditions of the Demerger and
convening a general meeting on 26 July 2011 will be published and
posted to Punch Shareholders today
n The Demerger is expected to become effective on 1 August 2011
and will create two leading listed pub companies which will have
premium listings on the Official List and be traded on the London
Stock Exchange
n As at 30 June 2011, the Group held total unrestricted liquid
resources of GBP235 million, of which GBP30 million will be used
for transaction costs, GBP92 million allocated to Punch and GBP113
million allocated to Spirit
Spirit
n Spirit is a leading pub company positioned to exploit the
growing eating-out market, with a view to becoming one of the UK's
best managed pub businesses
n Spirit, as at 1 July 2011, comprised 803 managed pubs and 549
leased pubs
n Walker Boyd will be Chairman of Spirit with Ian Dyson as Chief
Executive, Mike Tye as Deputy Chief Executive and Russell
Margerrison as Interim Finance Director
n Spirit intends to adopt a progressive dividend policy with a
payout ratio of 33 per cent. of net income over the medium term
Punch
n Punch is positioned to drive long term value by downsizing to
an estate of around 3,000 high quality pubs, with the aim of being
one of the UK's highest quality and most trusted leased
operators
n Punch, as at 1 July 2011, comprised 5,080 pubs, of which 2,954
pubs are in the core division and 2,126 are in the non-core
division
n Stephen Billingham will become Chairman of Punch in September,
with Roger Whiteside as Chief Executive and Steve Dando as Finance
Director
Ian Dyson, Chief Executive Officer of Punch, commented:
"We are pleased to announce the formal intention to demerge
Spirit. This will create the foundation for both Spirit and Punch
to execute their plans to deliver long term sustainable value for
all of our stakeholders and builds on the significant progress that
both businesses have made over the last year."
There will be an analyst and investor meeting today at 09.00
a.m. (London time) at City Presentation Centre, 4 Chiswell Street,
London, EC1Y 4UP. A live webcast and slide presentation of this
event will be available on our website, www.punchtaverns.com and
subsequently available on demand. We recommend you register at
08.45 a.m.
ENQUIRIES
Punch Taverns plc Tel: 020 7255 4000
Ian Dyson, Chief Executive
Steve Dando, Finance Director
Sarah Perrins, Head of PR and Communications Tel: 07774 925
943
Brunswick Group LLP Tel: 020 7404 5959
Mike Smith
Catherine Hicks
Nina Coad
Disclaimer
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in any
jurisdiction, including the United States. The securities referred
to in this document have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act") and may not be offered or sold in the United States absent
registration under the U.S. Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act.
Goldman Sachs International is authorised and regulated in the
United Kingdom by the FSA and is acting exclusively for Punch and
Spirit and no-one else in connection with the Demerger. It will not
regard any other person as its client in relation to the Demerger
and will not be responsible to anyone other than Punch and Spirit
for providing the protections afforded to its client, nor for
providing advice in relation to the Demerger, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Neither Goldman Sachs International nor any of its respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of, the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to Punch, Spirit, their
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
Forward Looking Statements
Some of the information in this announcement may contain
projections or other forward-looking statements regarding future
events or the future financial performance of Punch and Spirit. You
can identify forward looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could,"
"may" or "might" or the negative of such terms or other similar
expressions. Punch and Spirit wish to caution you that these
statements are only predictions and that actual events or results
may differ materially. Punch and Spirit do not intend to update
these statements to reflect events and circumstances occurring
after the date hereof or to reflect the occurrence of unanticipated
events. Many factors could cause the actual results to differ
materially from those contained in projections or forward-looking
statements of Punch and Spirit, including, among others, general
economic conditions, the competitive environment, market change in
the industry that Punch and Spirit operate in, as well as many
other risks specifically related to Punch and Spirit and their
operations.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS
7 July 2011
Punch Taverns plc
Proposed Demerger of Punch Taverns plc's Spirit Business
1. Introduction
The Punch Board today announces its formal intention to separate
the Group into two businesses, with the Spirit business to be
separated from the rest of the Group. It is proposed that this
separation will be effected by way of a demerger of Spirit
(comprising 803 managed pubs and 549 leased pubs as at 1 July
2011), into a new company called Spirit Pub Company plc. The
Demerger is conditional, inter alia, upon the approval of Punch
Shareholders at a Punch general meeting.
If the Demerger proceeds, Punch Shareholders who are registered
on the Punch Share Register at the Demerger Record Time will
receive:
one Spirit Ordinary Share for each Punch Ordinary Share
then held by them. Punch Shareholders will continue to own their
existing Punch Ordinary Shares.
Following the Demerger, it is expected that the Spirit Ordinary
Shares will have a premium listing on the Official List and be
admitted to trading on the London Stock Exchange. The Punch
Ordinary Shares will retain their premium listing on the Official
List and will continue to be traded on the London Stock Exchange.
The Demerger is expected to become effective on 1 August 2011. It
is expected that Admission of, and that dealings on the London
Stock Exchange in, the Spirit Ordinary Shares will commence at 8.00
a.m. on 1 August 2011.
As a result of the size of the Demerger, and the various legal
actions which are being effected in connection with the Demerger,
certain resolutions need to be approved by the Punch Shareholders
pursuant to the Listing Rules and Companies Act at the Punch
General Meeting.
2. Background to and reasons for the Demerger
On 22 March 2011, the Company announced the outcome of its
strategic review. As part of the strategic review, an analysis was
undertaken of Punch's strategy and operations as well as its
capital structure, with a view to developing a plan which creates
sustainable growth in shareholder value and represents the best way
forward for all stakeholders.
In summary, as previously announced, the strategic review
concluded that:
n the Group's current strategy is not sustainable and structural
change is required to drive value;
n the managed pub business requires investment and development
to accelerate its operational excellence programme, take advantage
of the growth potential of the eating-out market and grow its
estate;
n the leased pub business needs to be repositioned to realise
the long-term value within its estate by reorganising into two
divisions, a core division and a non-core division, and downsizing
to an estate of around 3,000 high quality pubs;
n there are limited synergies between the managed and leased pub
businesses and, therefore, limited incremental operational costs
associated with separating them; and
n Punch's current structure and financial position is a barrier
to realising value in the business.
In light of the factors identified above, the Punch Board
concluded that Punch's current structure needs to be simplified to
better align stakeholders' interests and to provide a stronger
foundation from which the managed and the leased pub businesses can
each move forward independently to execute the different plans
required to drive value over time.
The Punch Board believes that this process of simplification
will be best achieved through the Demerger of Spirit from the rest
of the Group. The benefits of the Demerger include, inter alia:
n enabling the different businesses to focus on the plans
required in each to maximise value for shareholders and other
stakeholders;
n enhancing the visibility and transparency of both the Punch
and the Spirit businesses;
n providing choice and liquidity for all investors to choose to
invest, or not, in the managed pub or leased pub businesses;
and
n providing certainty and clear accountability, together with
targeted incentive arrangements, for management and employees.
3. Spirit
Upon Demerger, Spirit will be one of the largest managed pub
operators in the UK. Spirit is divided into two main divisions: a
managed pub business (which owns 803 pubs as at 1 July 2011) and a
leased pub business (which owns 549 pubs as at 1 July 2011).
Spirit's objective is to maximise long-term value for its
shareholders through continued focus on operational excellence and
a careful investment strategy in order to develop a high quality
managed pub portfolio with a view to delivering sustainable growth.
In recent years, the management team in the managed pub business
has made substantial progress in repositioning the business through
the improvement of operating disciplines, the upgrading of talent,
the revitalisation and development of brands and investment in the
estate. The Spirit Board intends to continue with this
repositioning and to invest in new brands and refurbishments across
the managed estate. In addition, the Spirit Board expects, over the
next few years, to convert up to 100 pubs from the leased estate
into managed pubs. Spirit's leased pub business will be operated as
a separate division with a view to improving its profitability. It
is intended that, over time, those leased pubs which the Spirit
Board believes are not suitable for conversion to managed pubs will
be sold, with the timing of such disposals balanced against other
factors, such as the value which can be obtained by Spirit. The
current intention is that Spirit will, over time, become a solely
managed pub business.
Following the Demerger, Punch will continue to provide certain
management and administration services to Spirit's leased pub
business, as it does currently, for a period of up to nine months
and certain limited communication services (namely email and
telephony forwarding) to Spirit's managed pub business for a period
of up to nine months as well as assistance in the preparation of
the solus statutory accounts for Spirit's subsidiary companies.
In the 52 weeks ended 21 August 2010, Spirit generated total
revenue of GBP724 million, EBITDA (excluding non-underlying items)
of GBP131 million, operating profit (excluding non-underlying
items) of GBP98 million and profit before tax (excluding
non-underlying items) of GBP41 million. At this date, the nominal
value of Spirit's net debt amounted to GBP828.6 million (being
GBP866.5 million gross nominal debt less GBP37.9 million cash) and
gross assets of GBP2,354 million. In the 28 weeks ended 5 March
2011, Spirit generated total revenue of GBP378 million, EBITDA
(excluding non-underlying items) of GBP67 million, operating profit
(excluding non-underlying items) of GBP49 million and profit before
tax (excluding non-underlying items) of GBP20 million. As at this
date, the nominal value of Spirit's net debt amounted to GBP794.9
million (being GBP843.5 million gross nominal debt less GBP48.6
million cash) and gross assets of GBP2,375 million.
4. Punch
Punch is a leading operator of leased pubs in the United
Kingdom. As at 1 July 2011, the Punch estate comprised 5,080 pubs
located across the United Kingdom. In addition, Punch has a 50 per
cent. shareholding in Matthew Clark (Holdings) Limited, the holding
company of the Matthew Clark business, a leading drinks wholesaler
and distributor. Punch's long-term aim is to become one of the UK's
highest quality and most trusted leased pub operators. As part of
this aim, the Punch Board has reorganised its estate into two
separate divisions, a core division which consists, as at 1 July
2011, of 2,954 pubs and a non-core division of 2,126 pubs.
The strategy for the core division is to drive sustainable long
term growth through the continuation of the Pathway to Partnership
programme. This programme has been successful in improving the
performance of the business over the last two years, as
demonstrated by the return to average net income growth in the
financial year to date and the improvement in like-for-like EBITDA
trends. The strategy for the non-core division is to maximise short
term returns with a focus on cash flow and costs. The intention is
to sell these pubs over a five year period at a rate of around 500
per annum, which is consistent with the Group's rate of disposal
over the previous three years.
In the 52 weeks ended 21 August 2010, Punch generated total
revenue of GBP559 million, EBITDA (excluding non-underlying items)
of GBP291 million, and operating profit (excluding non-underlying
items) of GBP272 million. As at this date, the nominal value of
Punch's net debt amounted to GBP2,314.7 million (being GBP2,593.3
million gross nominal debt less GBP278.6 million cash). In the 28
weeks ended 5 March 2011, Punch generated total revenue of GBP277
million, EBITDA (excluding non-underlying items) of GBP139 million,
operating profit (excluding non-underlying items) of GBP130
million. As at this date, the nominal value of Punch's net debt
amounted to GBP2,283.9 million (being GBP2,537.1 million gross
nominal debt less GBP253.2 million cash).
5. Allocation of cash
As part of the Demerger, after the payment of certain costs
relating to the Demerger, the cash and bonds held by Punch as at 30
June 2011 have been allocated between Spirit and Punch. The purpose
of this allocation is to provide each business with the appropriate
financial resources and flexibility to deliver its strategic
objectives and growth as well as to support their respective
working capital requirements.
As at 30 June 2011, the Punch Group had total financial
resources of GBP346 million, comprising GBP111 million of
restricted cash held within the three securitisations and GBP235
million of unrestricted liquid resources comprising (i) GBP190
million of unrestricted cash held by the Punch Group outside of the
securitisations and (ii) GBP45 million of bonds (at market value)
held by each of the Punch Group and the Spirit Group. An amount of
GBP30 million was deducted from the total amount of cash held by
the Punch Group as at this date, being the amount which the Punch
Board estimates will be required to account for the Demerger
related costs such as reorganisation costs and transaction costs.
The remaining amount of the financial resources was then allocated
between the Punch Group and the Spirit Group as follows:
n GBP181 million of financial resources were allocated to Punch
to ensure that it has sufficient resources to continue to support
the Punch Securitisations for the foreseeable future. This balance
comprises GBP89 million of restricted cash held in the Punch
Securitisations and GBP92 million of unrestricted liquid resources
comprising GBP83 million of cash which is unrestricted and GBP9
million of bonds (at market value) held by members of Punch outside
of the Punch Securitisations; and
n the remainder of the financial resources were allocated to the
Spirit Group to ensure that the Spirit Business has sufficient cash
to continue to implement its strategy of investing in its estate
and redeveloping its brands. This balance amounts to GBP135 million
and comprises GBP22 million of restricted cash held by the Spirit
Group within the Spirit Debenture and GBP113 million of
unrestricted liquid resourcescomprising GBP77 million of
unrestricted cash and GBP36 million of bonds (at market value) held
by the Spirit Group held outside of the Spirit Debenture.
6. Board structures and corporate governance
On 29 June 2011, the Board of Punch announced that, having
served as Chairman since January 2007, Peter Cawdron is to step
down from the role. The Group also announced that Stephen
Billingham will join as the new non-executive Chairman. Peter will
step down as Chairman and Stephen Billingham will join the Punch
Board and become Chairman in September.
Following the Demerger, Ian Dyson will be Chief Executive
Officer of Spirit and Mark Pain will be a Non-executive Director of
Spirit. However, for a transitional period, they will also be
Non-executive Directors of Punch in order to ensure a smooth and
effective separation for both Spirit and Punch.
Directors of Spirit will be:
Name Position in respect of Spirit
------------------------- --------------------------------
Executive Directors Chief Executive Officer
Ian Dyson Deputy Chief Executive Officer
Mike Tye Interim Finance Director
Russell Margerrison
Non-executive Directors: Non-executive Chairman
Walker Boyd Non-executive Director
Mark Pain Non-executive Director
Tony Rice Non-executive Director
Chris Bell
Directors of Punch will be:
Name Position in respect of Punch
------------------------- -----------------------------
Executive Directors Chief Executive Officer
Roger Whiteside Finance Director
Steve Dando
Non-executive Directors: Non-executive Chairman
Stephen Billingham Non-executive Director
Ian Fraser Non-executive Director
Ian Dyson Non-executive Director
Mark Pain
7. Dividend policies
Punch
Consistent with current policy, given the continued slowdown in
the market in which Punch operates and Punch's operating results
and financial condition, the Punch Board currently considers it
prudent to retain cash and further strengthen the Group's balance
sheet before returning cash to Punch Shareholders through
distributions. The Punch Board did not recommend a final dividend
for the 2008, 2009 or 2010 financial years and, other than the
Demerger Dividend, does not anticipate the Group paying or
declaring any dividends for the foreseeable future.
Spirit
The Spirit Board intend to adopt a progressive dividend policy
whilst maintaining an appropriate level of dividend cover. This
dividend policy will reflect the long-term earnings and cash flow
potential of Spirit and retain sufficient flexibility to finance
anticipated investment in the estate, fund debt amortisation and
support the business generally. It is therefore the Spirit Board's
intention to target an initial payout ratio of approximately 33 per
cent. of net income over the medium term.
Assuming that there are sufficient distributable reserves
available at the time, the Spirit Directors intend that Spirit will
pay an interim dividend and a final dividend in respect of each
financial year in approximate proportions of one-third and two
thirds, respectively, of the total annual dividend. The first
dividend paid by Spirit is intended to be the interim dividend in
respect of the period ending 3 March 2012, to be announced with its
interim results in April and paid in June.
8. Summary of how the Demerger is to be effected
The Demerger is to be effected by Punch declaring a special
dividend equal to the book value of Punch's shareholding in Spirit
Pub Company (Holdco) Limited, the current holding company of the
Spirit Business. This special dividend will be satisfied by the
transfer by Punch to Spirit of the shares in Spirit Pub Company
(Holdco) Limited. In return for this transfer, Spirit will then
allot and issue Spirit Ordinary Shares to Punch Shareholders who
are registered on the Punch Share Register at the Demerger Record
Time on the basis of one Spirit Ordinary Share for each Punch
Ordinary Share then held.
This requires, among other things, the approval by Punch
Shareholders of the Demerger Resolution to be proposed at the Punch
General Meeting. Save for the approvals required from the UKLA and
the London Stock Exchange in connection with admission, no other
approvals are required for the implementation of the Demerger.
However, Punch has entered into, and will continue to enter into,
dialogue with all of its key stakeholders in relation to the
Demerger.
Disclaimer
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in any
jurisdiction, including the United States. The securities referred
to in this document have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities
Act") and may not be offered or sold in the United States absent
registration under the U.S. Securities Act or pursuant to an
available exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act.
Goldman Sachs International is authorised and regulated in the
United Kingdom by the FSA and is acting exclusively for Punch and
Spirit and no-one else in connection with the Demerger. It will not
regard any other person as its client in relation to the Demerger
and will not be responsible to anyone other than Punch and Spirit
for providing the protections afforded to its client, nor for
providing advice in relation to the Demerger, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
Neither Goldman Sachs International nor any of its respective
directors, officers, employees, advisers or agents accepts any
responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth,
accuracy or completeness of, the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to Punch, Spirit, their
subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
Forward Looking Statements
Some of the information in these materials may contain
projections or other forward-looking statements regarding future
events or the future financial performance of Punch and Spirit. You
can identify forward looking statements by terms such as "expect",
"believe", "anticipate", "estimate", "intend", "will", "could,"
"may" or "might" or the negative of such terms or other similar
expressions. Punch and Spirit wish to caution you that these
statements are only predictions and that actual events or results
may differ materially. Punch and Spirit do not intend to update
these statements to reflect events and circumstances occurring
after the date hereof or to reflect the occurrence of unanticipated
events. Many factors could cause the actual results to differ
materially from those contained in projections or forward-looking
statements of Punch and Spirit, including, among others, general
economic conditions, the competitive environment, market change in
the industry that Punch and Spirit operate in, as well as many
other risks specifically related to Punch and Spirit and their
operations.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
"Admission" means the admission of the Spirit Ordinary
Shares to the Official List in accordance
with the Listing Rules and to trading on the
London Stock Exchange's market for listed
securities in accordance with the Admission
and Disclosure Standards;
"Admission and Disclosure means the requirements contained in the
Standards" publication "Admission and Disclosure
Standards" dated March 2011 (as amended from
time to time) containing, among other things,
the admission requirements to be observed by
companies seeking admission to trading on the
London Stock Exchange's market for listed
securities;
"Companies Act" means the Companies Act 2006 (as amended);
"Demerger" means the proposed demerger of Spirit from
Punch to be effected by way of a dividend
demerger on the terms and subject to the
conditions set out in the Demerger
Agreement;
"Demerger Agreement" means the agreement relating to the demerger
of Spirit from Punch entered into between
Punch and Spirit on 7 July 2011, a summary
of the principal terms of which is set out
in the Prospectus;
"Demerger Dividend" the proposed dividend to be declared by
Punch in connection with the Demerger, the
amount of which is to be equal to the book
value of the Group's interest in Spirit
Pub Company (Holdco) Limited;
"Demerger Effective means the time at which the Demerger becomes
Time" effective, expected to be 8.00 a.m. on 1
August 2011;
"Demerger Record Time" means 7.00 a.m. on 1 August 2011;
"Demerger Resolution" means the resolution numbered 1 as set out
in the notice of the Punch General Meeting;
"Directors" or "Board" means the directors of Punch as at the date
of this announcement;
"FSA" means the UK Financial Services Authority;
"FSMA" means the Financial Services and Markets
Act 2000 (as
amended);
"Goldman Sachs International" Goldman Sachs International of Peterborough
Court, 133 Fleet Street, London EC4A 2BB;
"Group" means Punch and its subsidiaries and
subsidiary undertakings from time to time;
"Listing Rules" means the rules and regulations of the UKLA,
as amended from time to time and contained
in the UKLA's publication of the same name;
"London Stock Exchange" means London Stock Exchange plc;
"Official List" means the official list of the UKLA;
"pounds", "pence", means the lawful currency of the United
"pounds sterling" Kingdom;
and "GBP"
"Punch" means Punch Taverns plc, a company
incorporated in England and Wales with
registered number 03752645 whose registered
office is at Jubilee House, Second Avenue,
Burton-upon-Trent, Staffordshire DE14 2WF;
"Punch A Securitisation" the securitisation of the whole business of
Punch Taverns Holdings Limited and certain of
its subsidiaries through the issue of fixed
and floating rate notes by Punch Taverns
Finance plc;
"Punch B Securitisation" the securitisation of the whole business of
Punch Taverns (PMH) Limited and certain of
its subsidiaries through the issue of fixed
and floating rate notes by Punch Taverns
Finance B Limited;
"Punch Board" the board of directors of Punch from time
to time;
"Punch General Meeting" means the general meeting of Punch to be
held on 26 July 2011 pursuant to the notice
of meeting set out in the Punch Shareholder
Circular and any adjournment thereof;
"Punch Ordinary Shares" the ordinary shares of 0.04786 pence each
in the capital of Punch;
"Punch Securitisations" the Punch A Securitisation and the Punch
B Securitisation;
"Punch Share Register" means the register of members of Punch;
"Punch Shareholder means the circular to be sent to Punch
Circular" Shareholders on or around the date of this
announcement in connection with the Demerger
and containing, among other things, a
description of the Demerger and a notice
convening the Punch General Meeting;
"Punch Shareholders" means holders of ordinary shares of 0.04786
pence each in the capital of Punch;
"Spirit" means Spirit Pub Company plc, a public
limited company incorporated in England and
Wales under the Companies Act with registered
number 07662835 and whose registered office
is at Sunrise House, Ninth Avenue,
Burton-upon-Trent, Staffordshire DE14 3JZ;
"Spirit Board" the board of directors of Spirit from time
to time;
"Spirit Business" means the managed pub business and the leased
pub business comprising, as at 1 July 2011,
803 managed pubs and 549 leased pubs which is
currently carried on within Punch by Spirit
Pub Company (Holdco) Limited and its
subsidiaries and which is proposed to be
demerged in accordance with the Demerger
Agreement and will be owned by Spirit
following the Demerger Effective Time;
"Spirit Debenture" the issue by Spirit Issuer plc of an
aggregate principal amount of approximately
GBP1.25 billion fixed and floating rate
secured debenture bonds due between 2021 and
2034, the proceeds of which were lent to the
relevant borrowers within Spirit under the
Spirit Issuer/Borrower Facility Agreement;
"Spirit Directors" directors of Spirit at the date of this
announcement whose names, and "Spirit
Director" means any one of them;
"Spirit Issuer/Borrower means an Issuer/Borrower Facility Agreement
Facility Agreement" dated 25 November 2004 (as amended and
restated on 7 July 2006 and as further
amended on 25 August 2006 and on 8 June 2009)
between, among others, Spirit Issuer plc,
Spirit Pub Company (Managed) Limited
(formerly Spirit Managed Pubs Limited),
Spirit Pub Company (Leased) Limited (formerly
Punch Taverns (Pubs) Limited), and Deutsche
Trustee Company Limited as borrower group
security trustee;
"Spirit Ordinary means ordinary shares of a penny each in
Shares" the capital of Spirit;
"UKLA" means the FSA in its capacity as the
competent authority for listing under Part
VII of FSMA; and
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland.
All references to time in this document are references to the
time in London, United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCSSAEEMFFSEDW
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