TIDMRST
RNS Number : 6760H
Restore PLC
05 August 2021
STATEMENT RE POSSIBLE OFFER
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 THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 August 2021
Restore plc
Unanimous rejection of Marlowe plc's proposal
The Board of Restore plc (AIM: RST) ("Restore"), the UK's
leading provider of integrated information and data management
services, secure technology recycling, and commercial relocation
solutions, refers to its announcement of 22 July 2021 (the
"Rejection Announcement"), and its unanimous rejection of Marlowe
plc's ("Marlowe") unsolicited, highly conditional, non-binding
possible offer announced on 22 July 2021 (the "Marlowe Proposal").
Capitalised terms in this announcement, unless otherwise defined,
have the same meanings given to them in the Rejection
Announcement.
-- Highly opportunistic approach from Marlowe
-- Unanimously rejected by the Restore Board:
o Significantly undervalues Restore, considering its current and
future prospects.
o Transaction structure, with its very high (87%) Marlowe equity
element, brings material uncertainty and risk to Restore's
shareholders.
o The combination of Marlowe and Restore not strategically
compelling.
-- The Board believes that a combination with Marlowe would
dilute Restore's quality of earnings and cash generation and
constrain Restore's investment-driven growth opportunity
-- Significant shareholder support against the Marlowe Proposal:
o As announced on 3 August 2021, seven shareholders representing
33.3 per cent. of Restore's issued share capital have stated that
they do not intend to accept an offer on the terms set out in
Marlowe's possible offer announcement dated 22 July 2021.
-- Restore is exceptionally well placed to create significant
shareholder value as a standalone business :
o Clear successful strategy to continue to grow through organic
expansion, strategic acquisitions and margin improvement.
o Attractive business with strong fundamentals and substantial
financial capacity for investment.
o Leading positions in growing fragmented markets but only 13%
market share, space to expand.
o Strong technology platform developed and thought leadership
role in all our markets.
o Continuous improvement plan delivering margin enhancement and
high customer satisfaction.
o Transformative agenda in high potential markets in
Digitisation and Technology recycling sectors.
o Strong management with significant transformation, sales and
digital experience.
o Significant strategic and financial momentum shown in strong
H1 2021 performance providing confidence in execution.
Accordingly the Board of Restore reiterates its unanimous
rejection of the Marlowe Proposal:
-- the Marlowe Proposal significantly undervalues Restore,
considering its current and future prospects;
-- the structure of the Marlowe Proposal, with its very high
Marlowe equity element, is not in the best interests of Restore
shareholders; and
-- the combination of Marlowe and Restore is not strategically compelling.
The Board is focused on maximising value for shareholders, and
considered the Marlowe Proposal in detail, taking into account an
established valuation framework. The Board concluded that the
Marlowe Proposal fell significantly short of a level that would
merit engagement and the granting of due diligence access.
Given that the Marlowe Proposal significantly undervalues
Restore and its future prospects, has an unattractive structure and
is accompanied by a strategic rationale with which it fundamentally
disagrees, the Board has unanimously rejected the Marlowe
Proposal.
The Board of Restore considers the Marlowe Proposal to be highly
opportunistic and shareholders are strongly advised to take no
action in relation to the Marlowe Proposal.
Martin Towers, Non-Executive Chairman of Restore, said:
"On behalf of the Board, I confirm that we unanimously reject
Marlowe's opportunistic and unsolicited approach.
Under the experienced leadership of Charles Bligh and his senior
management team, the Board has every confidence in Restore's
standalone prospects. Restore is performing exceptionally well as
we continue to grow, winning market share, delivering strategic
acquisitions and implementing our already successful strategy - all
of which will create significant shareholder value. In summary, the
combination of Restore and Marlowe is not strategically compelling,
given that it would only result in creating an unfocused
diversified business services conglomerate.
Marlowe's approach significantly undervalues Restore's current
and future prospects and the Board believes that the structure,
with a very significant element of Marlowe equity, brings material
risk to Restore's shareholders. I would remind shareholders that
only 71p of the Marlowe Proposal is in cash.
Shareholders are strongly advised to take no action in relation
to the Marlowe Proposal."
The Board reached its conclusion to reject the Marlowe Proposal
based on a number of important considerations:
1. The Marlowe Proposal is highly opportunistic and seeks to
capitalise on the short-term impact of the COVID-19 pandemic on the
Company's valuation
The Board believes that the timing of Marlowe's interest is
highly opportunistic when considering that Restore has demonstrated
resilience, growth and clear strategic progress despite the
short-term impact of COVID-19.
Following the delivery of a record underlying profit in calendar
2019 ("FY2019"), Restore's performance was significantly, albeit
temporarily, impacted by the COVID-19 pandemic. In particular, the
UK government's "lockdown" restrictions reduced activity levels in
some, but not all, of Restore's business units, particularly in the
second quarter of 2020.
As set out in the Company's FY2020 results, announced on 18
March 2021, Restore achieved a sustained increase in activity
levels through the second half of 2020, with revenues recovering to
above 90% of its pre-COVID level by the early part of FY2021.
Moreover, the Board also stated its anticipation that the Company
would return to its established growth trajectory in 2021 and
beyond.
In its FY2021 interim results, announced on 27 July 2021,
Restore achieved a strong performance, ahead of the Board's
expectations, with sustained momentum across the entire business
and significant progress made on Restore's strategy to grow through
organic expansion, strategic acquisition and margin enhancement
through synergy and efficiency. Run rate revenues were GBP250m, 16%
above pre COVID-19 levels and the Board reinstated its progressive
dividend policy.
Restore is emerging from the pandemic as a larger, stronger
business. The Board is highly confident in Restore's management and
its standalone prospects, and believes that the Company is
exceptionally well placed to create significant shareholder
value.
2. The Possible Offer fails to recognise Restore's successful
strategy and significantly undervalues Restore's current and future
prospects
The Board is highly confident in Restore's standalone prospects
and in its ability to drive significant shareholder value as it
pursues its successful growth strategy.
2.1 Restore has a clearly articulated growth strategy which is
achieving tangible results
At Restore's Capital Markets Day on 6 November 2019, the new
management team led by Charles Bligh, CEO, set out a clear strategy
to capitalise on the Company's significant market opportunities and
deliver long-term, significant profitable growth and cash
generation through a combination of:
-- Organic growth - targeting at least a 4% annual increase in revenues;
-- Acquisitive growth - with a potential revenue consolidation opportunity of c.GBP800m;
-- Margin expansion - through continued improvement in
operational efficiency and an identified cost reduction plan.
In 2019, the first financial year delivered by the current
management team, Restore achieved immediate improvements from this
strategy with organic revenue growth of 5%, underlying earnings
growth of 13% and a 67% increase in cash generated from operating
activities.
Notwithstanding the direct, short-term impact of the pandemic,
the Board has remained committed to this strategy, with each of
Restore's business units enhanced from an operational, commercial
and financial perspective. This has enabled Restore to exit the
pandemic as a larger, stronger company with accelerating
growth.
2.2 Restore is well positioned to benefit from long-term
structural growth trends having established leading positions in
highly attractive markets
Restore provides mission critical and operationally complex
services to a very broad private and public sector customer base of
c.55,000 companies. The demand for these services has grown
significantly, and the Board believes demand will continue to grow,
driven by long-term structural drivers for Restore's customers,
including:
-- the need to capture, store and retrieve increasing volumes of
information securely and effectively;
-- the need to operate a comprehensive information management
strategy that encompasses physical and digital records, as well as
the transition to and from each;
-- the need to incorporate increasing use of Cloud, AI and other technologies;
-- the need to increase flexibility within their workforce and
physical footprint, without compromising business effectiveness and
security; and
-- the need to destroy surplus data securely, whilst also
reducing their environmental impact by finding recycling solutions
for both paper and IT information assets.
As a result, the Board believes that each of its markets will
see volume growth into the medium term, ranging from low to
mid-single digits. Restore is well positioned to capitalise on
these opportunities with leading positions in these markets. Over
the last 12 months, particular focus has been given to expanding
the Company's position within Digital and Technology, which are the
markets expected to enjoy the highest levels of organic growth, as
well as being two of the most fragmented. During 2021, Restore has
moved from the number 2 to number 1 position in both Digital and
Technology, with increases in market share from 8% to 14% and 3% to
6%, respectively. With an overall market share of 13% Restore has
significant room to grow in all of its markets.
2.3 Restore has invested in the last two years to create a
stronger platform capable of supporting a larger business, easier
acquisition integrations and generating higher returns
Led by the new management team, the infrastructure of the
Company is significantly stronger than three years ago, with
notable investment and improvement in; Health & Safety,
customer satisfaction, people, M&A, financial governance,
market reporting and ESG.
2.4 Restore's acquisition strategy is delivering an increasing
and meaningful contribution to shareholder value creation
With a pause in acquisition activity in 2019 based on clear
shareholder feedback to focus on improving the underlying business,
the Board intended to resume acquisitions in H1 2020 but was forced
to again pause during the period of peak COVID uncertainty. Since
July 2020, the Company has accelerated investment to enhance growth
and expand Restore's capabilities:
-- Six acquisitions completed, across the Technology, Digital
and Records Management businesses for a total consideration of
c.GBP85m, which have enhanced earnings and accelerated the
Company's capability roadmap in areas such as a Digital Mailroom,
Cloud Services and Business Process Outsourcing;
-- Extensive near-term pipeline of further opportunities and
active discussions in train with more than 25 potential target
companies, representing aggregate revenues in excess of GBP75m. A
number of acquisitions have the potential to be executed in H2 2021
and, although this is dependent on a number of factors, acquisition
investment could be between GBP20m and GBP30m in the remainder of
2021;
-- Potential longer-term acquisition landscape represents
revenues of c.GBP800m across c.150 target companies, with Restore's
strong earnings base and cash generation providing capacity for
sustained inorganic investment.
2.5 Restore has a highly digital and experienced management
team
The current management team, with Charles Bligh, CEO, appointed
in April 2019 and Neil Ritchie, CFO, in October 2019, have together
brought a renewed growth mindset, digital transformation expertise
and fresh disciplines and impetus to Restore. They have
strengthened internal structures and set out and executed
successfully a new, focussed strategy. Despite the impact of the
pandemic, this enhanced quality has returned Restore to strong
growth and to record revenue run rate levels.
Furthermore, each of the Company's business units have had their
management teams strengthened at a senior level, the success of
which is evident from Restore's improved performance. New
appointments across all business units have brought additional
expertise in the fast-growing areas of digital transformation and
sales leadership. Together the new team has the depth and breadth
to be far more focused, and better incentivised, on growing
profitability through commercial excellence, accretive acquisitions
which are effectively integrated and strong cost and operational
discipline.
3 The Marlowe Proposal has a flawed combination rationale which
the Board believes carries significant execution risk and will not
generate value for Restore shareholders
The Board has considered the rationale put forward by Marlowe
and fundamentally disagrees with the assertion that the combination
would create an enhanced platform, capable of generating
significant incremental value for Restore shareholders.
Furthermore, the operational integration upon which the strategy
relies cannot, in the Board's view, be executed.
Whilst Restore and Marlowe both provide some of the many mission
critical and valuable "business services" that UK public and
private sector organisations utilise, the businesses are
fundamentally different:
-- The Business Models are different: Restore stores/processes
assets, Marlowe is an auditing and consulting business.
-- The Operating Models are different: Restore's business is
mainly based around off-site processing, Marlowe mainly consults
with an on-site focussed model.
Given the fundamentally different business models, the Board
believes that Marlowe's commercial and operational benefits for a
combined business cannot be achieved.
3.1 The Board believes that statements regarding "similar
channels to market" and the potential for a combined
Marlowe/Restore group to provide "a comprehensive package of
essential compliance and information services" are not reflective
of the procurement structures of Restore's client base
Whilst the same company or public sector organisation might
procure services from both Marlowe and Restore, procurement
decision makers are in many cases very different. The Group's
services tend to be procured by a specific function (for instance
IT, Information Management, Facilities) or business line for whom
it is relevant and these decision makers are not typically in a
position, or empowered, to make procurement decisions relating to
wider, unrelated or bundled services.
The Group's sales approach is built around aggressive
acquisition of new customers and focussed account management with
excellent service levels driving high retention. Whilst there is a
clear and effective focus on "up selling" related services, this is
not the principal driver of Restore's commercial strategy, and the
Board does not believe that there is a significant opportunity to
cross-sell Marlowe and Restore's services. The channels to market
are very different and market demand demonstrates that customers do
not want holistic services.
3.2 Marlowe states that the businesses are "operationally
aligned businesses (route-based mission critical services)" which
implies there could be route density synergies and ease of
integration; this is fundamentally flawed in the Board's view
Whilst both businesses deliver some services that require the
movement between client sites and thus are optimised on the basis
of route density and efficiency, the nature of these services is
very different, with highly varied requirements for time on client
sites and potentially differently qualified operatives to undertake
different tasks. Restore staff want to pick up the IT recycling,
records or paper to shred and quickly leave for the next pickup and
not spend time certifying or auditing an office. Consequently, the
Board believes that attempting to combine the delivery of these
services would actually risk diminishing, rather than enhancing,
route density efficiencies.
Given the different business models of the two companies, the
Board believes genuine operational synergies would be very limited
and therefore cost savings are likely to be restricted to the
potential elimination of a small number of central and plc resource
duplication.
3.3 The Board considers Marlowe's assertion that a combination
would "reinvigorate Restore's strategy ... begin Restore's
evolution into the Intelligent Information Management space"
demonstrates a lack of understanding of the progress in Restore's
existing digital strategy and capability, as well as flawed
analysis on the attractiveness of certain aspects of the IIM
market
The Board considers its Digital Strategy to be well advanced
and, critically, focussed on the service elements that offer the
best returns profile for the Company. There is a strong management
team in place which has devised this strategy and is well equipped
to continue its delivery. Charles Bligh, Restore's CEO, has c.30
years' experience in the international IT and Telecommunications
industries, Neil Ritchie, CFO, also has experience in globally
innovative businesses, with the divisional MDs having a further
combined 100+ years' experience in the IT and Digital sectors.
Through a combination of a successful organic growth strategy
and accretive acquisitions, Restore has already established itself
as the market leader in the Digital segment and has capability in
the ten elements noted as important in Marlowe's IIM strategy.
Furthermore, the recent acquisition of EDM has significantly
enhanced the Group's offering in higher margin and growing Cloud,
AI and business process outsourcing services. We also note that the
Marlowe suggested IIM strategy is not new but rather a group of
concepts which date back many years as seen in AIIM articles in
2017.
Marlowe also states in its IIM plan that Software Erasure
technology used in the IT recycling business would be a market
opportunity. Restore reviewed this technology segment 18 months ago
and concluded that it was saturated with little differentiation
between participants, with a low cost to procure. Moreover, Restore
concluded that a vertical integration strategy is flawed in
concept, and would destroy value as any acquisition would quickly
lose most of its customers given Restore would compete with them.
The Board believes that the inclusion of this and other concepts
within Marlowe's suggested wider IIM strategy indicate either a
lack of understanding of this market or a lower level of desired
return from this important part of the business.
3.4 Whilst Marlowe asserts that an enlarged Group would have
greater capacity to invest through significantly enhanced cashflow,
the Board believes that a combination of the businesses would
dilute Restore's quality of earnings and cash generation and
constrain Restore's investment-driven growth opportunity
Over each of the last two years, Restore has demonstrated its
ability to generate strong underlying margins and free cashflow, in
each case to an appreciably higher level than Marlowe. As such, the
Board believes that, if the proposed transaction was to take place,
Restore's substantial investment-driven growth opportunity is
likely to be very significantly adversely impacted.
Marlowe also states that the combined operating cashflow of the
enlarged Group of c.GBP80 million "can increase the rate and scale
of acquisition". The Board is of the view that the GBP80m figure
quoted is not the available cash to invest in acquisitions as it is
stated before deducting acquisition and restructuring costs, leases
and capex. Adjusting for these items, the amount for acquisitions
is less than half the GBP80m. The Board also notes that Marlowe
intends to fund the cash element of the Possible Offer with debt
which may curtail acquisitions for some years as leverage is
reduced.
3.5 The Board believes that Marlowe's assertion that its
management team's prior knowledge of elements of the Restore
business make them better placed to deliver value creation from the
Restore business to be fundamentally wrong
The Board has absolute confidence in its executive team and
believes that, in Charles and Neil, together with the significantly
strengthened wider management team, the Group has an exceptionally
strong talent base from which to drive accelerating value creation
for the business. Restore has undergone considerable transformation
over recent years led by Charles Bligh and the new management team
and it is no longer the business that Marlowe's management team
think they know.
Whilst some of Marlowe's senior management were formerly at
Restore, this experience was, at its most recent, more than two
years old (and over 8 years ago in the case of Marlowe's CEO) and
did not encompass most of what now constitute the Digital and
Technology businesses. The Board believes that its management
team's significant and wide experience in large, operationally
complex and technology-focussed businesses makes them ideally
positioned to lead a dynamic strategy based on commercial, digital
and operational excellence, alongside an ambitious but disciplined
acquisition programme.
3.6 The proposed combination with Restore is difficult to
reconcile with Marlowe's stated M&A strategy
In its Capital Markets Day presentation on 17 February 2021,
Marlowe stated that its potential UK addressable market was
GBP6.8bn, with a further "wider compliance universe" of c.GBP5bn.
In the last 6 months, Marlowe has acquired 13 companies for, in
aggregate, GBP77.1m (excluding deferred consideration), with an
average value of GBP5.9m. Set against this strategy, the Board
would highlight the following points:
-- Restore's businesses do not form part of Marlowe's stated addressable target markets;
-- Whilst at the time of its Capital Markets Day, Marlowe stated
that it had made contact with c.250 potential acquisition targets,
no contact had been made with Restore or its underlying
businesses;
-- An acquisition of Restore would be of a size, scale and
complexity which Marlowe has no experience of undertaking and
integrating.
4. The Marlowe Proposal contains a high proportion of
consideration payable in Marlowe shares (87%) which brings material
risk to Restore shareholders
Given the very high equity element of the Marlowe Proposal
(which could close to double Marlowe's issued share capital) the
Board draws attention to the following factors:
-- Realisation risk : With only 13% of the Marlowe Proposal
payable in cash, Restore shareholders would only see a limited
guaranteed realisation of their investment. Whilst the number of
Marlowe shares in issue would increase as a result of the Marlowe
Proposal, there can be no certainty that liquidity would improve
significantly and, consequently, Restore shareholders may not be
able to realise their holding in Marlowe consideration shares
quickly or at a value equivalent to the implied terms of the
Marlowe Proposal.
-- Valuation risk: After a long period of relatively stable
performance, Marlowe's share price has increased very significantly
since March 2020. As such, the Board believes there is a risk that
the value of Marlowe's shares may decrease.
-- Income risk: Restore operates a progressive dividend policy
as part of the Board's desire to provide an attractive total return
for shareholders and announced an interim dividend of 2.5 pence per
share at the time of its 1H 2021 results on 27 July 2021. The Board
notes that Marlowe does not appear to operate a dividend policy and
may not be able to pay dividends to shareholders in the near term
given the absence of available distributable reserves.
-- Integration risk: Should a transaction take place on the
terms of the Marlowe Proposal, Restore shareholders would see the
majority of their investment in Restore transfer into Marlowe
shares, and Marlowe's leadership team would assume strategic and
management responsibility for the enlarged Group. In light of the
concerns over the strategic rationale, the Board believes a
combination of the businesses would pose significant integration
risk which in turn could adversely impact the value of Marlowe
shares in the future.
-- Other: Given the Board's unanimous rejection of the Marlowe
Proposal on valuation and strategic grounds, it has not undertaken
detailed due diligence on Marlowe, which would be a pre-requisite
to any transaction that included a material equity consideration
component. However, having reviewed publicly available information
on Marlowe, the Board notes several material differences between
the two businesses including, inter alia, as regards accounting
policies, the recognition of non-underlying items and executive
incentivisation which would need to be considered in detail before
the Board would be able to conclude any view as to the value of the
Marlowe equity elemen t.
Conclusion
The Board of Restore reiterates its unanimous rejection of the
Marlowe Proposal:
-- the Marlowe Proposal significantly undervalues Restore,
considering its current and future prospects;
-- the structure of the Marlowe Proposal, with its very high
Marlowe equity element, is not in the best interests of Restore
shareholders; and
-- the combination of Marlowe and Restore is not strategically compelling.
The Board remains highly confident in Restore's management and
its standalone prospects. Restore is performing exceptionally well
as it continues to grow, winning market share, delivering strategic
acquisitions and implementing its already successful strategy, all
of which will create significant shareholder value.
We have received significant shareholder support, with seven
shareholders representing 33.3 per cent. of Restore's issued share
capital stating that they do not intend to accept an offer on the
terms set out in Marlowe's possible offer announcement dated 22
July 2021.
The Board of Restore considers the Marlowe Proposal to be highly
opportunistic and Restore shareholders are strongly advised to take
no action in relation to the Marlowe Proposal.
There can be no certainty either that an offer will be made nor
as to the terms of any offer, if made. A further announcement will
be made if and when appropriate.
As set out in Marlowe's announcement, in accordance with Rule
2.6(a) of the Takeover Code, Marlowe is required, by no later than
5.00 p.m. on 19 August 2021, to either announce a firm intention to
make an offer for the Company in accordance with Rule 2.7 of the
Takeover Code or announce that it does not intend to make an offer
for the Company, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Takeover Code applies. This
deadline can be extended with the consent of the Panel on Takeovers
and Mergers in accordance with Rule 2.6(c) of the Takeover
Code.
This announcement has been made without the consent of
Marlowe.
The person responsible for arranging the release of this
announcement on behalf of Restore is Sarah Waudby, Company
Secretary.
Enquiries
Canaccord Genuity Limited (Financial Adviser www.cfg.com
to Restore)
Chris Robinson / Edward Halfon +44 20 7523 8000
Peel Hunt LLP (Nominated Adviser and Broker) www.peelhunt.com
Mike Bell / Ed Allsopp +44 20 7418 8900
Buchanan Communications (Media Relations) www.buchanan.uk.com
+44 20 7466 5000
Charles Ryland / Vicky Hayns / Tilly Abraham +44 20 7466 5107
Sources and bases of information
Unless otherwise stated:
-- Information relating to Restore has been extracted or derived
from the audited report and accounts of Restore for the years ended
FY18, FY19 and FY20, the unaudited interim financial statements of
Restore for the six months ended HY19, HY20 and HY21, other
material made publicly available by Restore, including the Capital
Markets Day presentations of 6 November 2019 and 12 November
2020.
-- Information relating to Marlowe has been extracted or derived
from the audited report and accounts of Marlowe for the years ended
FY19, FY20 and FY21, the unaudited interim financial statements of
Marlowe for the six months ended HY19, HY20 and HY21 and other
material made publicly available by Marlowe, including the Capital
Markets Day presentation of 17 February 2021.
-- Information relating to the Marlowe Proposal is sourced from
the Rule 2.4 announcement released by Marlowe on 22 July 2021 and
other material made publicly available by Marlowe.
-- Marlowe's share price information has been sourced from S&P Capital IQ.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement will be available (subject to certain
restrictions relating to persons resident in restricted
jurisdictions) at [ www.Restoreplc.com ]by no later than 12 noon
(London time) on the business day following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Rule 2.9 information
In accordance with Rule 2.9 of the Takeover Code, Restore
confirms that as at the close of business on 4 August 2021 its
issued share capital consisted of 136,674,067 ordinary shares of 5
pence each. The International Securities Identification Number for
Restore ordinary shares is GB00B5NR1S72.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The release, distribution or publication of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Restore who are not
resident in the United Kingdom may be affected by the laws of
relevant jurisdictions. Therefore, any persons who are subject to
the laws of any jurisdiction other than the United Kingdom or
shareholders of Restore who are not resident in the United Kingdom
will need to inform themselves about, and observe any applicable
requirements. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Disclaimer
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Restore and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Restore for providing the protections afforded to
clients of Canaccord Genuity Limited nor for providing advice in
relation to the matters set out in this announcement.
Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated
in the United Kingdom by the FCA, is acting as corporate broker for
Restore and for no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Restore for providing the protections afforded to clients of
Peel Hunt or for providing advice in connection with any matter
referred to herein.
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END
OREDZGGRKKVGMZG
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