REG - Irenic Capital Mgmt. Irenic Capital Mgmt. - Rule 2.9 Announcement

Apollo Global ManagementAnnouncement

23/10/2023 18:45

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RNS Number : 0182R  Irenic Capital Management  23 October 2023

Irenic Capital Management

23 October 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

23(rd) October 2023

 

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

 

RECOMMENDED CASH ACQUISITION

 

of

 

The Restaurant Group plc ("TRG")

 

by

 

Rock BidCo Limited ("Bidco")

(a special purpose vehicle indirectly owned by the Apollo Funds, managed by
affiliates of Apollo

Global Management, Inc.)

 

Update on irrevocable undertaking given by Irenic Capital Evergreen Master
Fund LP ("Irenic")

 

On 12 October 2023, the board of Bidco and the board of TRG announced that
they had reached agreement on the terms and conditions of a recommended cash
offer by Bidco for the entire issued and to be issued ordinary share capital
of TRG pursuant to Rule 2.7 of the Takeover Code (the "Offer"), to be
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Rule 2.7 Announcement").

 

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.

 

As set out in Appendix 3 of the Rule 2.7 Announcement, Irenic gave an
irrevocable undertaking to exercise (or procure the exercise of) voting rights
to vote in favour of the resolutions relating to the Scheme and the
Acquisition at the Meetings (or in the event that the Acquisition is
implemented by an Offer, to accept or procure acceptance of such Offer) in
respect of 14,402,521 TRG Shares (representing approximately 1.9 per cent. of
the existing issued ordinary share capital of TRG) as at 11 October 2023,
being the Business Day prior to the date of the Rule 2.7 Announcement (the
"Irenic Irrevocable Undertaking").

 

Due to a clerical error, the TRG Shares subject to the Irenic Irrevocable
Undertaking was overstated by  113,249 TRG Shares due to a trade contracted
but not settled on 11 October 2023, when the Irenic Irrevocable Undertaking
was given. Accordingly the Irenic Irrevocable Undertaking should apply to
14,289,272 TRG Shares (representing approximately 1.885 per cent. of the
existing issued ordinary share capital of TRG) as at 11 October 2023 being the
Business Day prior to the date of the Rule 2.7 Announcement, and not to the
higher figures given above.

 

 

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