Whitbread PLC Tender Offer (3375G)
July 23 2019 - 2:00AM
UK Regulatory
TIDMWTB
RNS Number : 3375G
Whitbread PLC
23 July 2019
Tender Offer
23 July 2019
Whitbread PLC announces that its Tender Offer is
unconditional
Whitbread PLC ("Whitbread" or the "Company") today announces
that the Tender Offer the results of which were announced on Monday
22 July 2019 is now unconditional.
As set out in the Circular, Morgan Stanley will purchase
Ordinary Shares that have been successfully tendered by Qualifying
Shareholders under the Tender Offer.
Under the Option Agreement, the Company has granted a put option
to Morgan Stanley which, on exercise by Morgan Stanley, obliges the
Company to purchase from Morgan Stanley, at the Strike Price, the
Ordinary Shares purchased by Morgan Stanley pursuant to the Tender
Offer. Also, under the Option Agreement, Morgan Stanley has granted
the Company a call option which, on exercise by the Company,
obliges Morgan Stanley to sell to the Company, at the Strike Price,
the Ordinary Shares purchased by Morgan Stanley pursuant to the
Tender Offer.
For more information please contact:
Investor queries
Matt Johnson, Whitbread PLC | matt.johnson@whitbread.com | +44
(0) 7848 146 761
Ann Hyams, Whitbread PLC | ann.hyams@whitbread.com| +44 (0) 7796
709 087
Amit Mistry, Whitbread PLC | amit.mistry@whitbread.com| +44 (0)
7540 150 350
Media queries
Matt Johnson, Whitbread PLC | matt.johnson@whitbread.com | +44
(0) 7848 146 761
David Allchurch / Jessica Reid, Tulchan Communications | +44 (0)
20 7353 4200
Advisers
Joint financial advisers & corporate brokers | Morgan
Stanley, J.P. Morgan Cazenove
Legal adviser | Slaughter and May
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW
ZEALAND.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser and corporate broker exclusively for Whitbread
and for no-one else in connection with the Return of Value and will
not be responsible to any person other than Whitbread for providing
the protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in relation to the matters described in this
announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting as financial
adviser and corporate broker exclusively for Whitbread and for
no-one else in connection with the Return of Value and will not be
responsible to any person other than Whitbread for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in relation to the matters described in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove and Morgan Stanley (the
"Financial Advisers") under FSMA or the regulatory regime
established thereunder: (i) none of the Financial Advisers or any
persons associated or affiliated with either of them accepts any
responsibility whatsoever or makes any warranty or representation,
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, or on
behalf of it, Whitbread or the Directors, in connection with
Whitbread and/or the Tender Offer; and (ii) each of the Financial
Advisers accordingly disclaims, to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise be found to have in respect of this announcement or any
such statement.
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
Board or Directors the board of directors of Whitbread;
Company or Whitbread Whitbread PLC, a public limited
company incorporated in England
and Wales with registered number
04120344, whose registered office
is at Whitbread Court, Houghton
Hall Business Park, Porz Avenue,
Dunstable, Bedfordshire LU5 5XE;
Disclosure Guidance and Transparency the disclosure guidance and transparency
Rules rules made under Part VI of FSMA
(and contained in the FCA's publication
of the same name), as amended from
time to time;
FCA or Financial Conduct Authority the Financial Conduct Authority
of the United Kingdom;
Financial Advisers J.P. Morgan Cazenove and Morgan
Stanley together;
FSMA Financial Services and Markets
Act 2000, as amended from time
to time;
Issued Ordinary Share Capital the Company's issued ordinary share
capital, excluding any treasury
shares and excluding, for the avoidance
of doubt, the B Shares (as defined
in the articles of association
of the Company) and C Shares (as
defined in the articles of association
of the Company);
J.P. Morgan Cazenove J.P. Morgan Securities plc (which
conducts its UK investment banking
activities as J.P. Morgan Cazenove);
Morgan Stanley Morgan Stanley & Co. International
plc;
Option Agreement an option agreement between the
Company and Morgan Stanley dated
31 May 2019;
Ordinary Shares ordinary shares with a nominal
value of 76 122/153 pence each
in the capital of Whitbread (or,
where the context requires, with
such other nominal value as an
ordinary share in the Company may
have following any Share Consolidation);
Shareholders holders of Ordinary Shares from
time to time; and
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland;
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
TENQLLFLKDFZBBD
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