REG - City Pub Group (The) Young & Co's Brew. - Court sanction of the Scheme

City PubAnnouncement

29/02/2024 15:00

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RNS Number : 0239F  City Pub Group PLC (The)  29 February 2024

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

29 FEBRUARY 2024

RECOMMENDED ACQUISITION

of

THE CITY PUB GROUP PLC

("City Pubs")

by

YOUNG & CO.'S BREWERY, P.L.C.

("Young's")

 

(to be implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006)

Court sanction of the Scheme

 

Introduction

 

On 16 November 2023, the boards of Young's and City Pubs announced that they
had reached agreement on the terms of a recommended offer pursuant to which
Young's will acquire the entire issued and to be issued share capital of City
Pubs (the "Transaction"). The Transaction is to be implemented by means of a
Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"). A scheme document in relation to the Transaction was published
by City Pubs on 13 December 2023 ("Scheme Document").

 

Further to the announcement of 17 January 2024, City Pubs is pleased to
announce that the Court has today issued a Court Order sanctioning the Scheme.
The Scheme will become Effective upon the delivery of a copy of the Court
Order to the Registrar of Companies for registration, which is expected to
occur on 4 March 2024.

 

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the Scheme Document.

 

Next steps

 

City Pubs confirms that the Scheme Record Time will be 6.00 p.m. on 1 March
2024.

 

A request has been made for the suspension of dealings in City Pubs Shares on
AIM with effect from 7.30 a.m. on 4 March 2024. The last day of dealing in
City Pubs Shares will therefore be 1 March 2024, and once suspended, it is not
expected that trading in City Pubs Shares will recommence.

 

It is expected that, subject to the Scheme becoming Effective on 4 March 2024,
the cancellation of the admission to trading of City Pubs Shares on AIM will
become effective from 7.00 a.m. on 5 March 2024.

 

A further announcement will be made when the Scheme has become Effective.

 

All times shown are London times. If any of the expected times and/or dates
above change, the revised times and/or dates will be notified to City Pubs
Shareholders by announcement through a Regulatory Information Service, with
such announcement being made available on City Pubs' website at
https://www.citypubcompany.com/investors/
(https://www.citypubcompany.com/investors/) and on Young's website at
https://www.youngs.co.uk/investors (https://www.youngs.co.uk/investors) .

 

Enquiries:

 City Pubs                                        Tel: +44 (0) 20 7559 5106
 Clive Watson, Executive Chairman
 Holly Elliott, CFO

 Houlihan Lokey                                   Tel: +44 (0) 20 7839 3355
 (Lead Financial Adviser and Joint Rule 3 Adviser to City Pubs)
 Sam Fuller / Tim Richardson / Tom Barnard

 Liberum                                          Tel: +44 (0) 20 3100 2000
 (Financial Adviser, Joint Rule 3 Adviser, Nominated Advisor and Broker to City
 Pubs)
 Chris Clarke / Mark Harrison / Ed Thomas

 Panmure Gordon                                   Tel: +44 (0) 20 7886 2500
 (Joint Broker to City Pubs)
 Simon French / Rupert Dearden / Ailsa Macmaster

 Instinctif Partners                              Tel: +44 (0) 20 7457 2020
 (PR Adviser to City Pubs)
 Matthew Smallwood / Justine Warren

 

Addleshaw Goddard LLP are acting as legal adviser to City Pubs in connection
with the Transaction.

 

Houlihan Lokey and Liberum are each providing independent advice to City Pubs
pursuant to Rule 3 of the Code.

 

Notices relating to financial advisers

Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively as financial adviser to City Pubs and no one else in connection
with the Transaction and will not be responsible to anyone other than City
Pubs for providing the protections afforded to clients of Houlihan Lokey or
for providing advice in relation to the Transaction or any other matters
referred to in this announcement. Neither Houlihan Lokey nor any of its
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 a client of Houlihan Lokey in connection
with this announcement, any statement contained herein or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively to
City Pubs and no one else in connection with the Transaction and will not be
responsible to anyone other than City Pubs for providing the protections
afforded to clients of Liberum or for providing advice in relation to the
Transaction or any other matters referred to in this announcement. Neither
Liberum nor any of its 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 a client of Liberum
in connection with this announcement, any statement contained herein or
otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for City Pubs and no one else in connection with the Transaction
and will not be responsible to anyone other than City Pubs for providing the
protections afforded to clients of Panmure Gordon nor for providing advice in
relation to any other matters referred to in this announcement. Neither
Panmure Gordon nor any of its 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 a client of
Panmure Gordon in connection with this announcement, any statement contained
herein or otherwise.

 

Overseas shareholders

 

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
should inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with such requirements may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Transaction disclaim any responsibility or liability for the violation
of such restrictions by any person. This announcement has been prepared in
accordance with and for the purpose of complying with English law, the Code,
the Market Abuse Regulation and the AIM Rules and information disclosed may
not be the same as that which would have been prepared in accordance with the
laws of jurisdictions outside of the UK.

 

The availability of this announcement or the Scheme Document to City Pubs
Shareholders who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or of which
they are citizens. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the UK to vote their Scheme Shares with respect to the Scheme at
the Court Meeting, or to execute and deliver Forms of Proxy appointing another
person to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities law of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Transaction disclaim
any responsibility or liability for the violation of such restrictions by any
person.

 

Unless otherwise determined by Young's or required by the Code, and permitted
by applicable law and regulation, the Transaction and the New Young's A Shares
to be issued pursuant to the Transaction to City Pubs Shareholders will not be
made available, in whole or in part, directly or indirectly in, into, or from
a Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Transaction by any such use, means, instrumentality, or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Scheme Document and any other formal documentation
relating to the Scheme and the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Transaction. If the Transaction is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.

 

The availability of New Young's A Shares pursuant to the Transaction to City
Pubs Shareholders who are not resident in the United Kingdom or the ability of
those persons to hold such shares may be affected by the laws or regulatory
requirements of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. City Pubs
Shareholders who are in any doubt about such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.

 

Further details in relation to overseas shareholders are included in the
Scheme Document.

 

Additional information for US investors

 

The Transaction relates to the shares of an English company with a quotation
on AIM and is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy solicitation
rules under the U.S. Securities Exchange Act of 1934 (the "U.S. Exchange
Act"). Accordingly, the Transaction is subject to the disclosure requirements
and practices applicable in the UK to schemes of arrangement which differ from
the disclosure requirements of the U.S. tender offer and proxy solicitation
rules. Neither the United States Securities and Exchange Commission, nor any
securities commission of any state of the United States, has approved or
disapproved any offer, or passed comment upon the adequacy or completeness of
any of the information included in this announcement. The financial
information included in this announcement and the Scheme Document has been
prepared in accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial information of U.S.
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

 

If, in the future, Young's exercises its right, with the consent of the Panel
(where necessary), to implement the Transaction by way of an Offer, which is
to be made into the United States, such Offer will be made in compliance with
the applicable U.S. laws and regulations.

 

It may be difficult for U.S. holders of City Pubs Shares to enforce their
rights and any claim arising out of the U.S. federal laws in connection with
the Transaction, since Young's and City Pubs are located in a non-U.S.
jurisdiction, and some or all of their officers and directors may be residents
of a non-U.S. jurisdiction. U.S. holders of City Pubs Shares may not be able
to sue a non-U.S. company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be difficult to compel
a non-U.S. company and its affiliates to subject themselves to a U.S. court's
jurisdiction or judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act, Young's, its nominees, or their brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
Young's Shares outside of the U.S., other than pursuant to the Transaction,
until the date on which the Scheme becomes Effective, lapses or is otherwise
withdrawn.

 

Also, in accordance with Rule 14e-5(b) of the US Securities Exchange Act of
1934, each of J.P. Morgan Cazenove, Stifel, Houlihan Lokey, Liberum and
Panmure Gordon will continue to act as an exempt trader in City Pubs Shares on
the London Stock Exchange. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices and
comply with applicable law, including the U.S. Exchange Act. Any information
about such purchases will be disclosed as required in the UK, will be reported
to the Regulatory News Service of the London Stock Exchange and will be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

 

U.S. City Pubs Shareholders also should be aware that the transaction
contemplated herein may have tax consequences in the U.S. and, that such
consequences, if any, are not described herein. U.S. City Pubs Shareholders
are urged to consult with legal, tax and financial advisers in connection with
making a decision regarding this transaction.

 

Forward-Looking Statements

 

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Transaction, and other
information published by Young's and City Pubs, contains statements which are,
or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of
Young's and City Pubs (as applicable) about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements

.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Transaction on Young's and
City Pubs (including their future prospects, developments and strategies), the
expected timing and scope of the Transaction and other statements other than
historical facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares", "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"projects", "synergy", "strategy", "scheduled", "goal", "estimates",
"forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking statements may
include statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Young's,
City Pubs, any member of the Young's Group's or any member of the City Pubs
Group's operations and potential synergies resulting from the Transaction; and
(iii) the effects of global economic conditions and governmental regulation on
Young's, City Pubs, any member of the Young's Group's or any member of the
City Pubs Group's business.

 

Although Young's and City Pubs believe that the expectations reflected in such
forward-looking statements are reasonable, Young's and City Pubs can give no
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements.
Neither Young's nor City Pubs assumes any obligation to update or correct the
information contained in this announcement (whether as a result of new
information, future events or otherwise) except as required by applicable law.

 

The factors that could cause actual results to differ materially from those
described in the forward-looking statements include, but are not limited to:
the ability to complete the Transaction; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other Conditions
on the proposed terms; changes in the global political, economic, business and
competitive environments and in market and regulatory forces; changes in
future exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants; and changes
in the anticipated benefits from the proposed transaction not being realised
as a result of: changes in general economic and market conditions in the
countries in which Young's and City Pubs operate, weak, volatile or illiquid
capital and/or credit markets, changes in tax rates, interest rate and
currency value fluctuations, the degree of competition in the geographic and
business areas in which Young's and City Pubs operate and changes in laws or
in supervisory expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those expected,
estimated or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors. Neither Young's nor City
Pubs, nor any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement will actually occur. You are cautioned not to
place any reliance on these forward-looking statements.

 

Specifically, statements of estimated cost savings and synergies related to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and synergies
referred to may not be achieved, may be achieved later or sooner than
estimated, or those achieved could be materially different from those
estimated. As a result, and given the fact that the changes relate to the
future, the resulting cost synergies may be materially greater or less than
those estimated.

 

Other than in accordance with their legal or regulatory obligations, neither
Young's nor City Pubs is under any obligation, and Young's and City Pubs
expressly disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

Dealing and Opening Position Disclosure requirements

 

Under Rule 8.3(a) of the Code, any person who is interested in one (1) per
cent. 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) of
the Takeover Code applies must be made by no later than 3.30 p.m. (London
time) on the tenth (10(th)) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on
the tenth (10(th)) 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 one (1) per cent. 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
of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Takeover Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Takeover Code).

 

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 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.

 

Publication on a website

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
and the documents required to be published under Rule 26 of the Takeover Code,
will be made available free of charge (subject to certain restrictions
relating to persons resident in Restricted Jurisdictions) on City Pubs'
website at https://www.citypubcompany.com/investors/
(https://www.citypubcompany.com/investors/) and on Young's website at
https://www.youngs.co.uk/investors (https://www.youngs.co.uk/investors) by no
later than 12 noon (London time) on the Business Day following this
announcement. The content of any website referred to in this announcement is
not incorporated into and does not form part of this announcement.

 

No profit forecasts, profit estimates or quantified benefits statements

 

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for City Pubs or for Young's for the current or future financial years
would necessarily match or exceed the historical published earnings or
earnings per share for City Pubs or for Young's.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, City Pubs Shareholders,
persons with information rights and City Pubs Share Plan Participants may
request a hard copy of this announcement or the Scheme Document (and any
information incorporated by reference in this announcement) by contacting the
registrar of City Pubs, Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to
Friday (except public holidays in England and Wales) on +44 (0) 371 384 2050
(if calling from outside of the UK, please ensure the country code is used).
Equiniti cannot provide advice on the merits of the Transaction or give any
financial, legal or tax advice.  Calls to Equiniti from outside the UK will
be charged at applicable international rates. Different charges may apply to
calls from mobile telephones and calls may be recorded and randomly monitored
for security and training purposes.

 

Alternatively, a request in writing may be submitted to Equiniti at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA.

 

Rounding

 

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

 

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