TIDMRTN
RNS Number : 0158H
Restaurant Group PLC
12 November 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2016. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE INFORMATION IS NOW
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PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
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12 November 2018
THE RESTAURANT GROUP PLC
FULLY UNDERWRITTEN RIGHTS ISSUE RAISING GROSS PROCEEDS OF
APPROXIMATELY GBP315 MILLION TO PART FUND THE ACQUISITION OF
WAGAMAMA
On 30 October 2018, The Restaurant Group Plc ("TRG", or the
"Company") announced the proposed acquisition of Mabel Topco
Limited ("Wagamama"), the holding company of a group which owns and
operates the Wagamama restaurant business (the "Acquisition"), for
a cash payment of GBP357 million(1) , representing an enterprise
value of GBP559 million. This implies a multiple of 8.7x LTM August
2018 EBITDA including cost and site conversion synergies.(2)
Today, TRG announces a fully underwritten rights issue, which is
intended to raise gross proceeds of approximately GBP315 million,
to be used to fund part of the cash payment for the Acquisition
(the "Rights Issue"). The Rights Issue is being fully underwritten
by J.P. Morgan Securities Plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) ("JPMC"), subject to
certain customary conditions.
The Rights Issue will result in the issue of up to 290,430,689
new ordinary shares of the Company (representing approximately 144
per cent. of the existing issued share capital of TRG and 59 per
cent. of the enlarged issued share capital immediately following
completion of the Rights Issue) (the "New Ordinary Shares"). The
Rights Issue will be on the following basis:
13 for 9 Rights Issue at 108.5 pence per New Ordinary Share.
The Executive Directors, who collectively hold 0.07 per cent. of
TRG's total issued ordinary share capital as at 9 November 2018
will take their full pro rata entitlement under the terms of the
Rights Issue to maintain their shareholdings in TRG, demonstrating
their strong ongoing commitment to the TRG business and, following
Completion, to the Enlarged Group (as defined below).
The Non-Executive Directors are fully supportive of the Rights
Issue. Each of the Non-Executive Directors who hold Ordinary Shares
intends to take up in full his or her rights to subscribe for New
Ordinary Shares under the Rights Issue.
Commenting on the Rights Issue, Andy McCue, TRG CEO, said:
"This a transformative deal which accelerates our growth
strategy and adds a differentiated, high growth brand to our
portfolio. The transaction benefits both businesses, creating an
enlarged group that has scale benefits and will create significant
value for our shareholders, underpinned by GBP22m of quantified
cost and revenue synergies. We look forward to welcoming the
Wagamama team into the Restaurant Group."
Details of the Rights Issue
Pursuant to the Rights Issue, the Company is proposing to offer
up to 290,430,689 New Ordinary Shares by way of rights to holders
of ordinary shares of the Company as at the close of business on 26
November 2018 (the "Record Date") ("Qualifying Shareholders"). The
offer is to be made at 108.5 pence per New Share ("Rights Issue
Price"), payable in full on acceptance by no later than 11.00 a.m.
on 13 December 2018. The Rights Issue is expected to raise gross
proceeds of approximately GBP315 million. The Rights Issue Price
represents a 56.9 per cent. discount to the closing middle market
price of TRG of 251.8 pence per existing ordinary share of the
Company ("Existing Ordinary Share") on 9 November 2018 (being the
latest business day before the announcement of the terms of the
Rights Issue) and a 35.1 per cent. discount to the Theoretical
Ex-Rights Price (as defined below) of 167.1 pence per New Ordinary
Share calculated by reference to the closing middle market price on
the same basis.
The New Ordinary Shares, when issued and fully paid, will rank
pari passu in all respects with the Existing Ordinary Shares in
issue immediately prior to the Rights Issue, including the right to
receive dividends or distributions made, paid or declared after the
date of the issue of the New Ordinary Shares. Applications will be
made to the FCA and to the London Stock Exchange plc (the "London
Stock Exchange") for the New Ordinary Shares to be admitted to the
premium listing segment of the Official List and to trading on the
London Stock Exchange's main market for listed securities
("Admission"). It is expected that Admission will occur and that
dealings in the New Ordinary Shares (nil paid) on the London Stock
Exchange will commence at 8.00 a.m. on 29 November 2018.
The Acquisition is conditional upon, among other matters, the
approval of the shareholders of the Company (the "Shareholders") at
a general meeting of the Company which is to be held at 9.30 a.m.
on 28 November 2018 (the "General Meeting"). Shareholders will be
asked to vote in favour of resolutions to approve the Acquisition
and authorising the Company to proceed with the Rights Issue (the
"Resolutions"). A notice of the General Meeting will be released
with the combined Class 1 circular and prospectus (the
"Prospectus"), which is expected to be published today, subject to
approval by the UK Listing Authority. The directors of TRG (the
"Directors") consider that the Resolutions are in the best
interests of TRG and its Shareholders and unanimously recommend
that Shareholders vote in favour of the Resolutions.
Current trading, trends and prospects
TRG
After 42 weeks' trading in the 52-week period ended 30 December
2018, total sales are down 0.5 per cent. on the comparable period
in the 52-week period ended 31 December 2017 and like-for-like
sales are down 2.2 per cent. Since the announcement of TRG's
results for the 26-week period ended 1 July 2018 on 31 August 2018,
TRG has continued to make good progress, and like-for-like sales
are up 1.4 per cent. in the 14-week period since the end of the
FIFA World Cup.
Wagamama
The Wagamama Group continues to enhance its position as the only
pan-Asian restaurant operator of scale in the United Kingdom and
remains confident in its short-term and long-term international
growth prospects. In Wagamama FY 2018, Wagamama continued to
strengthen both its brand and its team through new local and
national marketing campaigns as well as team training and
development opportunities. Wagamama also expanded its collection
and use of customer feedback with the launch of an upgraded
feedback platform and Wagamama expects this investment to add value
across all 3 of its business channels (eat-in, take-away and
delivery). Wagamama believes that it is well-positioned for another
year of continued growth.
For the 11-week period from 20 August 2018 to 4 November 2018,
Wagamama's like-for-like sales increased by 12.2 per cent. As of 4
November 2018, Wagamama's like-for-like sales had outperformed the
market, as measured by the Coffer-Peach tracker, for 233
consecutive weeks.(3)
This summary should be read in conjunction with the full text of
this announcement. The person responsible for this announcement on
behalf of TRG is Kirk Davis, the Chief Financial Officer of
TRG.
(1) The cash payment is expected to consist of GBP207 million in
respect of the consideration for the entire issued share capital of
Wagamama, and GBP150 million in respect of a repayment of
shareholder loans. The cash payment is based on an expected
completion date of mid-December 2018 and is subject to closing
adjustments.
(2) The calculation is based on: (i) Wagamama LTM August 2018
Adjusted EBITDA of GBP45.9 million; less; (ii) pre-opening costs of
GBP3.4 million; plus (iii) cost synergies of GBP15 million; plus
(iv) site conversion synergies of GBP7 million. Wagamama LTM August
2018 Adjusted EBITDA has been derived from the audited annual
financial statements of Mabel Mezzco Limited for the 53 weeks ended
29 April 2018 and the unaudited interim financial information of
Mabel Mezzco Limited for the 16-week periods ended 19 August 2018
and 13 August 2017, each prepared in accordance with UK GAAP (FRS
102). Wagamama's definition of Adjusted EBITDA differs from the
definition of Adjusted EBITDA used in the Prospectus; differences
include (but are not limited to) the exclusion of pre-opening costs
and certain corporate expenses from Wagamama's definition of
Adjusted EBITDA that are not excluded from the definition of
Adjusted EBITDA in the Prospectus. Wagamama's Adjusted EBITDA for
the purposes of this paragraph was calculated on the basis of UK
GAAP financial information, not IFRS, and should not be considered
as a substitute for measures calculated using an IFRS basis. The
figures underlying Wagamama's Adjusted EBITDA are not audited.
(3) These preliminary financial results are derived from
Wagamama's accounting records and internal management accounts.
This information has not been audited, reviewed or compiled, nor
have any procedures been performed by Wagamama's independent
auditors with respect thereto.
For further information, please contact:
The Restaurant Group plc Tel: +44(0) 203
Andy McCue, Chief Executive Officer 117 5001
Kirk Davis, Chief Financial Officer
MHP Communications (Financial PR adviser) Tel: +44(0) 203
Oliver Hughes / Andrew Jaques 128 8742
Simon Hockridge / Alistair de Kare-Silver
RBC Capital Markets (Lead financial adviser) Tel: +44(0) 207
Andrew Diggles 653 4000
Alexander Thomas
J.P. Morgan Cazenove (Sponsor, joint financial Tel: +44(0) 207
adviser, joint corporate broker and underwriter) 742 6000
Toby Radford / Behzad Arbabzadah Tel: +44(0) 207
Virginia Khoo / Anne Ross 260 1000
Numis Securities Limited (Joint corporate
broker)
Matt Lewis
George Price
RBC Europe Limited ("RBC") is acting as lead financial adviser
to TRG in connection with the Acquisition. JPMC is acting as joint
financial adviser and sponsor to TRG in connection with the
Acquisition and as underwriter on the Rights Issue.
THE RESTAURANT GROUP PLC
FULLY UNDERWRITTEN RIGHTS ISSUE RAISING GROSS PROCEEDS OF
APPROXIMATELY GBP315 MILLION TO PART FUND THE ACQUISITION OF
WAGAMAMA
1. Introduction
On 30 October 2018, the Company announced the proposed
acquisition of Wagamama, the holding company of a group which owns
and operates the Wagamama restaurant business, for a cash payment
of GBP357 million(4) , representing an enterprise value of GBP559
million. This implies a multiple of 8.7x LTM August 2018 EBITDA
including cost and site conversion synergies.(5)
Today, TRG announces a fully underwritten rights issue, which is
intended to raise gross proceeds of approximately GBP315 million,
to be used to fund part of the cash payment for the Acquisition.
The Rights Issue is being fully underwritten by JPMC subject to
certain customary conditions pursuant to an agreement entered into
between the JPMC and TRG (the "Underwriting Agreement").
The Rights Issue will result in the issue of up to 290,430,689
New Ordinary Shares (representing approximately 144 per cent. of
the existing issued share capital of TRG and 59 per cent. of the
enlarged issued share capital immediately following completion of
the Rights Issue). The Rights Issue will be on the basis of a 13
for 9 Rights Issue at 108.5 pence per New Ordinary Share.
Dealing in the New Ordinary Shares (nil paid) is expected to
commence at 8.00 a.m. on 29 November 2018, the first trading day
after the General Meeting to be held at 9.30 a.m. on 28 November
2018, at which Shareholders will be asked to approve the
Resolutions.
The notice of the General Meeting and related form of proxy are
being mailed to Shareholders today subject to approval by the UK
Listing Authority, and, in accordance with paragraph 9.6.1 of the
FCA Listing Rules, the Prospectus (including the notice of General
Meeting) will be submitted to the National Storage Mechanism where
they will be available for inspection at
www.morningstar.co.uk/uk/NSM.
(4) The cash payment is expected to consist of GBP207 million in
respect of the consideration for the entire issued share capital of
Wagamama, and GBP150 million in respect of a repayment of
shareholder loans. The cash payment is based on an expected
completion date of mid-December 2018 and is subject to closing
adjustments.
(5) The calculation is based on: (i) Wagamama LTM August 2018
Adjusted EBITDA of GBP45.9 million; less; (ii) pre-opening costs of
GBP3.4 million; plus (iii) cost synergies of GBP15 million; plus
(iv) site conversion synergies of GBP7 million. Wagamama LTM August
2018 Adjusted EBITDA has been derived from the audited annual
financial statements of Mabel Mezzco Limited for the 53 weeks ended
29 April 2018 and the unaudited interim financial information of
Mabel Mezzco Limited for the 16-week periods ended 19 August 2018
and 13 August 2017, each prepared in accordance with UK GAAP (FRS
102). Wagamama's definition of Adjusted EBITDA differs from the
definition of Adjusted EBITDA used in the Prospectus; differences
include (but are not limited to) the exclusion of pre-opening costs
and certain corporate expenses from Wagamama's definition of
Adjusted EBITDA that are not excluded from the definition of
Adjusted EBITDA in the Prospectus. Wagamama's Adjusted EBITDA for
the purposes of this paragraph was calculated on the basis of UK
GAAP financial information, not IFRS, and should not be considered
as a substitute for measures calculated using an IFRS basis. The
figures underlying Wagamama's Adjusted EBITDA are not audited.
2. Background to and reasons for the Rights Issue
The Acquisition will be financed through:
-- an approximately GBP315 million fully underwritten Rights Issue;
-- up to GBP220 million from drawing on a revolving credit
facility that has been underwritten for TRG by the Royal Bank of
Canada as arranger and original lender and RBC Europe Limited as
agent; and
-- existing cash on the balance sheet.
The Rights Issue has been fully underwritten by JPMC.
3. Principal terms and conditions of the Rights Issue
TRG is proposing to raise gross proceeds of approximately GBP315
million pursuant to the Rights Issue. The Rights Issue is being
fully underwritten by JPMC, subject to certain customary
conditions. The Rights Issue Price represents a 56.9 per cent.
discount to the closing middle market price of TRG of 251.8 pence
per Existing Ordinary Share on 9 November 2018 (being the latest
business day before the announcement of the terms of the Rights
Issue) and a 35.1 per cent. discount to the Theoretical Ex-Rights
Price of 167.1 pence per New Ordinary Share calculated by reference
to the closing middle market price on the same basis.
Subject to the fulfilment of, among other things, the conditions
set out below, the Company will offer up to 290,430,689 New
Ordinary Shares to Qualifying Shareholders at a Rights Issue Price
of 108.5 pence per New Ordinary Share, payable in full on
acceptance. The Rights Issue will be offered on the basis of:
13 New Ordinary Shares for every 9 Existing Ordinary Shares
held on the Record Date, and so in proportion to any other
number of Existing Ordinary Shares then held and otherwise on the
terms and conditions set out in the Prospectus.
Non-CREST Qualifying Shareholders with registered addresses in
Australia, Canada, Hong Kong, Japan, South Africa, the United
States and any other jurisdiction where the extension or
availability of the Rights Issue (and any other transaction
contemplated thereby) would breach any applicable law or regulation
will not be sent provisional allotment letters and will not have
their CREST stock accounts credited with nil paid rights, except
where the Company and JPMC are satisfied that such action would not
result in the contravention of any registration or other legal or
regulatory requirement in such jurisdiction.
The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares.
The Rights Issue is conditional, among other things, upon:
-- the passing of the Resolutions at the General Meeting;
-- the Company having applied to Euroclear for admission of the
Nil Paid Rights and Fully Paid Rights to CREST as participating
securities, and no notification having been received from Euroclear
on or before Admission that such admission or facility for holding
and settlement has been or is to be refused;
-- Admission becoming effective by not later than 8.00 a.m. on
29 November 2018 (or such later time and/or date as the underwriter
and the Company may agree in advance in writing); and
-- the Underwriting Agreement becoming unconditional in all
respects (save for the condition relating to Admission) and not
having been rescinded or terminated in accordance with its terms
prior to Admission.
Application will be made for the New Ordinary Shares to be
admitted to listing on the premium segment of the Official List and
to trading on the London Stock Exchange's main market for listed
securities. It is expected that Admission will become effective and
dealings in the New Ordinary Shares will commence at 8.00 a.m. on
29 November 2018.
The Rights Issue is not conditional on completion of the
Acquisition ("Completion"). The Rights Issue may therefore complete
while the Acquisition does not. In the event that Admission is
effected but Completion but does not occur, the Directors' current
intention is that the proceeds of the Rights Issue will be applied
to reducing the Company's net indebtedness on a short term basis,
while the Directors evaluate alternative uses of the funds. If no
such uses can be found, the Directors will consider how best to
return surplus capital to Shareholders. Such a return could carry
fiscal costs for certain Shareholders, will have costs for TRG and
would be subject to applicable securities laws.
The Executive Directors, who collectively hold 0.07 per cent. of
TRG's total issued ordinary share capital as at 9 November 2018
will take their full pro rata entitlement under the terms of the
Rights Issue to maintain their shareholdings in TRG, demonstrating
their strong ongoing commitment to the TRG business and, following
Completion, to the Enlarged Group.
The Non-Executive Directors are fully supportive of the Rights
Issue. Each of the Non-Executive Directors who hold Ordinary Shares
intends to take up in full his or her rights to subscribe for New
Ordinary Shares under the Rights Issue.
4. Shareholder approvals
The size of the Acquisition means that it is classed as a Class
1 transaction under the Listing Rules. Accordingly, the Acquisition
is conditional upon, among other matters, the approval of the
Shareholders at the General Meeting, at which the Shareholders will
be asked to vote in favour of the Resolutions.
The Directors intend to vote in favour of the Resolutions in
relation to their beneficial holdings, which amount to
approximately 0.11 per cent. of TRG's existing issued ordinary
share capital as at 9 November 2018.
5. Profit forecast
On 31 August 2018, TRG published its results for the 26-week
period ended 1 July 2018. In the release accompanying those
results, TRG made the following 3 statements in relation to its
expectations for the 52-week period ended 30 December 2018:
-- "We expect to deliver an adjusted PBT outcome for the full
year broadly in-line with current market expectations given the
impact of adverse weather and the World Cup."
-- "Following a positive like-for-like sales performance in
recent weeks, we remain on track to deliver an adjusted PBT broadly
in line with current market expectations for the full year."
-- "We expect to deliver an adjusted PBT outcome for the full
year broadly in-line with current market expectations given the
impact of adverse weather and the World Cup."
The above statements have been deemed to be a profit forecast.
Trading since the point at which the above statements were made has
been in line with the Company's plans as set out above. TRG
therefore confirms that it expects Adjusted PBT (as defined below)
for the 52-week period ended 30 December 2018 to be not less than
GBP50 million (the "TRG Profit Forecast").(6)
(6) The Appendix to the Prospectus sets out the assumptions on
which the TRG Profit Forecast is based.
6. Financial impact of the Acquisition
The Directors believe that the Acquisition will enhance
shareholder value. The Directors expect that the Acquisition will
be marginally earnings dilutive in the first full year following
Completion (the financial year ended December 2019) and strongly
accretive in each financial year thereafter.(7)
Furthermore, the Directors expect TRG's return on invested
capital associated with the Acquisition to exceed its cost of
capital in the third full year after Completion (the financial year
ended December 2021).
(7) The earnings impact reflects TRG's prevailing share price
and, as a consequence, this statement has been updated from that
made in the announcement of the Acquisition on 30 October 2018.
7. Expected timetable of principal events
Each of the times and dates in the table below is indicative
only and may be subject to change(.)
Announcement of the Acquisition and 30 October 2018
Rights Issue
Publication and posting of the Prospectus, 12 November 2018
the Notice of General Meeting and the
Form of Proxy
Latest date and time for receipt of 9.30 a.m. on 26 November
Forms of Proxy 2018
Record Date for entitlements under close of business on 26
the Rights Issue November 2018
General Meeting 9.30 a.m. on 28 November
2018
Despatch of Provisional Allotment Letters 28 November 2018
(to Qualifying Non-CREST Shareholders
only)
Publication of notice in the London 29 November 2018
Gazette
Admission of the New Ordinary Shares 8.00 a.m. on 29 November
2018
Dealings in New Ordinary Shares, nil 8.00 a.m. on 29 November
paid, commence on the London Stock 2018
Exchange
Existing Ordinary Shares marked "ex-rights" 8.00 a.m. on 29 November
by the London Stock Exchange 2018
Nil Paid Rights credited to stock accounts as soon as practicable
in CREST (Qualifying CREST Shareholders after 8.00 a.m. on 29 November
only) 2018
Nil Paid Rights and Fully Paid Rights as soon as practicable
enabled in CREST after 8.00 a.m. on 29 November
2018
Recommended latest time for requesting 4.30 p.m. on 7 December
withdrawal of Nil Paid Rights and Fully 2018
Paid Rights from CREST (i.e. if your
Nil Paid Rights and Fully Paid Rights
are in CREST and you wish to convert
them into certificated form)
Recommended latest time for depositing 3.00 p.m. on 10 December
renounced Provisional Allotment Letters, 2018
nil paid or fully paid, into CREST
or for dematerialising Nil Paid Rights
or Fully Paid Rights into a CREST stock
account (i.e. if your Nil Paid Rights
and Fully Paid Rights are represented
by a Provisional Allotment Letter and
you wish to convert them to uncertificated
form)
Latest time and date for splitting 3.00 p.m. on 11 December
Provisional Allotment Letters, nil 2018
paid or fully paid
Latest time and date for acceptance, 11.00 a.m. on 13 December
payment in full and registration of 2018
renounced Provisional Allotment Letters
Results of Rights Issue to be announced by 8.00 a.m. on 14 December
through a Regulatory Information Service 2018
Dealings in New Ordinary Shares, fully 8.00 a.m. on 14 December
paid, commence on the London Stock 2018
Exchange
New Ordinary Shares credited to CREST As soon as practicable
accounts (uncertificated holders only) after 8.00 a.m. on 14 December
2018
Expected date of Completion 21 December 2018
Expected date of despatch of definitive by no later than 31 December
share certificates for the New Ordinary 2018
Shares in certificated form
KEY NOTES
In this announcement:
1. The financial information of Wagamama has been extracted,
without material adjustment, from Wagamama's 2016, 2017, 2018
Annual Report and Accounts and Wagamama's trading update dated 12
November 2018 in respect of the 11 weeks ended 4 November 2018
(which are unaudited).
2. As at the close of business on 9 November 2018, TRG had in
issue 201,067,400 TRG shares. The ISIN for TRG Shares is
GB00B0YG1K06.
3. "Adjusted PBT" means profit before tax and Exceptional Items.
4. "Enlarged Group" means the TRG Group as enlarged by the
Rights Issue proceeds and the Acquisition (following completion of
the Rights Issue and Completion, as applicable).
5. "Exceptional Items" means those items that, as determined by
TRG, by virtue of their unusual nature or size, warrant separate
additional disclosure in order to fully understand the performance
of the business.
6. "Theoretical Ex-Rights Price" means the price per Ordinary
Share calculated as at a date by applying the following formula:
(current price * Existing Ordinary Shares) plus (Rights Issue Price
* New Ordinary Shares) divided by Existing Ordinary Shares plus New
Ordinary Shares.
7. Certain figures included in this announcement have been subject to rounding adjustments.
IMPORTANT NOTICE
This announcement does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in any
jurisdiction.
Any offer to acquire the Company's securities pursuant to the
proposed Rights Issue referred to in these materials will be made,
and any investor should make his, her or its investment, solely on
the basis of information that will be contained in the prospectus
to be made generally available in the United Kingdom in connection
with such Rights Issue. When made generally available, copies of
the Prospectus may be obtained at no cost from the Company or
through the website of the Company.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States, Australia, Canada, Hong
Kong, Japan or South Africa, or any other jurisdiction where to do
so would constitute a violation of the securities laws of such
jurisdiction. These materials do not contain or constitute an offer
for sale or the solicitation of an offer to purchase securities in
the United States, Australia, Canada, Hong Kong, Japan or South
Africa.
The securities mentioned herein (the "Securities") have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or under the applicable securities
laws of any state or other jurisdiction of the United States. The
Securities may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, in the United States absent registration under the
Securities Act or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There will be no public offering in the United States and the
Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States, or any US regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering or the Securities or the accuracy or adequacy of any
of the documents or other information related thereto. Any
representation to the contrary is a criminal offence in the United
States.
There will be no public offering of securities in the United
States, Australia, Canada, Hong Kong, Japan or South Africa, or any
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent
financial adviser. The information contained in this announcement
is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations. This announcement has been issued
by and is the sole responsibility of the Company. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. The information in this
announcement is subject to change without notice.
RBC Europe Limited is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. RBC
Europe Limited is acting exclusively for TRG and no one else in
connection with the Acquisition or any other matter referred to in
this announcement and will not be responsible to anyone other than
TRG for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement. Neither RBC Europe Limited nor
its parent nor any of their subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not its client in
connection with this announcement, any statements contained herein
or otherwise
JPMC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority. JPMC is acting exclusively
for TRG and no one else in connection with the Acquisition and the
Rights Issue or any other matter referred to in this announcement
and will not be responsible to anyone other than TRG for providing
the protections afforded to its clients nor for providing advice in
relation to the Acquisition and the Rights Issue or any other
matter referred to in this announcement. Neither JPMC nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not its client in connection with this announcement,
any statements contained herein or otherwise.
Numis Securities Limited ("Numis") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting exclusively for TRG and no one else in connection with the
Acquisition and the Rights Issue or any other matter referred to in
this announcement and will not be responsible to anyone other than
TRG for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition and the Rights
Issue or any other matter referred to in this announcement. Neither
Numis nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not its client in connection with
this announcement, any statements contained herein or
otherwise.
Save for the responsibilities and liabilities, if any, of each
of RBC, JPMC and Numis under FSMA or the regulatory regime
established under FSMA, each of RBC, JPMC and Numis assumes no
responsibility whatsoever and makes no representations or
warranties, express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by the
company, or on the company's behalf, or by RBC, JPMC and Numis, or
on any of their behalf, and nothing contained in this announcement
is, or shall be, relied on as a promise or representation in this
respect, whether as to the past or the future, in connection with
the Company or the Acquisition. Each of RBC, JPMC and Numis
disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or
otherwise which it might otherwise be found to have in respect of
this announcement or any such statement.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by the Company, RBC, JPMC
and Numis. None of the above take any responsibility or liability
for, and can provide no assurance as to the reliability of, other
information that you may be given. Subject to the Listing Rules,
the Prospectus Rules and the Disclosure Guidance and Transparency
Rules and the Disclosure Requirements, the issue of this
announcement shall not, under any circumstances, create any
implication that there has been no change in the affairs of the
Company or Wagamama since the date of this announcement or that the
information in this announcement is correct as at any time
subsequent to the date of this announcement.
The distribution of this announcement in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
RBC, JPMC and Numis that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes should inform
themselves about and observe any such restrictions.
Certain statements contained in this announcement or
incorporated by reference into it constitute, or may be deemed to
constitute, "forward-looking statements" with respect to the
financial condition, results of operations and business of TRG and,
upon completion of the Acquisition, the combined business and
certain plans and objectives of the Directors with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use forward-looking terminology
including words such as "anticipate", "target", "expect",
"estimate", "intend", "aim", "plan", "predict", "projects",
"continue", "assume", "goal", "believe", "will", "may", "should",
"would", "could" or, in each case, their negative, or other
variations thereon or words of similar meaning, which identify
certain of these forward-looking statements. Other forward-looking
statements can be identified in the context in which the statements
are made. In particular, any statements regarding the Company's
strategy, plans, objectives, goals and other future events or
prospects are forward-looking statements.
An investor should not place undue reliance on forward-looking
statements because they involve known and unknown risks,
uncertainties and other factors that are in many cases beyond the
Company's control. Forward-looking statements are based on
assumptions and assessments made by the Directors in light of their
experience and their perception of historical trends, current
conditions, expected future developments and other factors they
believe appropriate. By their nature, forward-looking statements
involve risk and uncertainty, and any forward-looking statements in
this announcement relating to the Acquisition reflect the Company's
view with respect to future events as of the date of this
announcement and are subject to risks relating to future events and
other risks, uncertainties and assumptions relating to the
condition of the Acquisition being satisfied, management's
maintenance of the business and the process of integrating the
Acquisition following completion of the Acquisition including the
retention of certain key Wagamama management, the successful
realisation of the combined business' growth strategy, the
successful realisation of the anticipated synergies and strategic
benefits and an adequate return on its investment from the
Acquisition. The factors described in the context of such
forward-looking statements in this announcement could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements.
The Company cautions investors that forward-looking statements
are not guarantees of future performance and that its actual
results of operations and financial condition, and the development
of the industry in which it operates, may differ materially from
those made in or suggested by the forward-looking statements
contained in this announcement and/or information incorporated by
reference into it.
Each forward-looking statement speaks only as of the date it was
made and is not intended to give any assurances as to future
results.
Furthermore, forward-looking statements contained in this
announcement that are based on past trends or activities should not
be taken as a representation that such trends or activities will
continue in the future. Except as required by the Listing Rules,
the Disclosure Guidance and Transparency Rules and/or the
Disclosure Requirements, none of the Company, RBC, JPMC or Numis
undertakes any obligation to update or revise these forward-looking
statements, and will not publicly release any revisions it may make
to these forward-looking statements that may result from new
information, events or circumstances arising after the date of this
announcement. The Company will comply with its obligations to
publish updated information as required by the Listing Rules, the
Disclosure Guidance and Transparency Rules and/or the Disclosure
Requirements or otherwise by law and/or by any regulatory
authority, but assumes no further obligation to publish additional
information.
Any indication in this announcement of the price at which TRG
shares have been bought or sold in the past cannot be relied upon
as a guide to future performance. Except for the TRG Profit
Forecast, no statement in this announcement is intended to be a
profit forecast and no statement should be interpreted to mean that
earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
Any decision to participate in the Rights Issue must be made solely
on the basis of the prospectus to be published by the Company in
due course. The price and value of securities can go down as well
as up. Past performance is not a guide to future performance. The
contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each shareholder or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
Unless otherwise indicated, references to pounds sterling,
sterling, pence, p or GBP are to the lawful currency of the United
Kingdom.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares may decline
and investors could lose all or part of their investment; the Nil
Paid Rights, the Fully Paid Rights and the New Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, JPMC will only procure investors who meet the criteria
of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Nil Paid Rights,
the Fully Paid Rights and/or the New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Nil Paid Rights, the Fully Paid
Rights and/or the New Ordinary Shares and determining appropriate
distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ARIUUUNRWSAAARA
(END) Dow Jones Newswires
November 12, 2018 02:00 ET (07:00 GMT)
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