REG - Restaurant Group PLC Apollo Mgmt. H L.P. - Publication of Scheme Document

RestaurantAnnouncement

02/11/2023 07:00

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RNS Number : 1126S  Restaurant Group PLC (The)  02 November 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 OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

The Restaurant Group plc ("TRG" or the "Company")

 

Publication of Scheme Document

 

On 12 October 2023, the boards of directors of TRG and Rock Bidco Limited (a
special purpose vehicle indirectly owned by certain of the affiliated funds of
Apollo Global Management, Inc. and its subsidiaries, managed by affiliates of
Apollo Global Management, Inc.) ("Bidco") announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition by
Bidco of the entire issued, and to be issued, ordinary share capital of TRG.
It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement (the "Scheme") under Part 26 of the
Companies Act 2006 (the "Act").

Publication of the Scheme Document

TRG announces that a circular in relation to the Scheme (the "Scheme
Document") has been published today, setting out (among other things) a letter
from the Chairman of TRG, an explanatory statement pursuant to section 897 of
the Act, the full terms and conditions of the Scheme, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by TRG Shareholders. The Scheme Document is
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at TRG's website at www.trgplc.com/investors/, and
Bidco's website, at www.apollo.com/ukpossible-offer-disclaimer.

Hard copies of the Scheme Document (or, depending on TRG Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting will be sent to TRG Shareholders.

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

Action required

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible TRG Shareholders vote in favour of the Special
Resolution at the General Meeting. The Scheme is also subject to the
satisfaction or waiver of the other Conditions and further terms, as described
more fully in the Scheme Document.

 

Notices of the Court Meeting and the General Meeting of TRG, both of which
will be held at 5-7 Marshalsea Road, London SE1 1EP on 27 November 2023 are
set out in the Scheme Document. The Court Meeting will start at 11:00 a.m. on
that date and the General Meeting at 11:15 a.m. or as soon thereafter as the
Court Meeting concludes or is adjourned.

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair and
reasonable representation of shareholder opinion. TRG Shareholders are
strongly encouraged to submit proxy appointments and instructions for the
Court Meeting and the General Meeting as soon as possible, using any of the
methods set out in the Scheme Document, to ensure their vote is recorded.

 

Recommendation

The TRG Directors, who have been so advised by Lazard, Centerview and Citi as
to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing their advice to the TRG
Directors, Lazard, Centerview and Citi have taken into account the commercial
assessments of the TRG Directors. Lazard is providing independent financial
advice to the TRG Directors for the purposes of Rule 3 of the Takeover Code.

The TRG Directors consider that the terms of the Acquisition (including the
Scheme) are in the best interests of TRG Shareholders as a whole. Accordingly,
the TRG Directors unanimously recommend that the Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and TRG Shareholders vote in favour
of the Special Resolution to be proposed at the General Meeting, as the TRG
Directors have irrevocably undertaken to do in respect of their own holdings
over which they have control.

TRG Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
Announcement. The Scheme remains conditional on the approval of the requisite
majority of eligible Scheme Shareholders at the Court Meeting, the requisite
majority of eligible TRG Shareholders at the General Meeting and on the
satisfaction or waiver of the other Conditions set out in the Scheme Document,
including the approval of the Court. The Scheme is expected to become
effective before the end of 2023.

If the Scheme is sanctioned as outlined above, it is expected that the last
day of dealings in, and registration of transfers of, TRG Shares on the London
Stock Exchange will be 20 December 2023 and no transfers shall be registered
after 6:00 p.m. on that date. Following this, it is expected that TRG Shares
will be suspended from the Official List and from the London Stock Exchange's
Main Market for listed securities from 7:30 a.m. on 21 December 2023. It is
intended that, prior to the Effective Date, applications will be made to the
London Stock Exchange for TRG Shares to cease to be admitted to trading on its
Main Market for listed securities, and to the FCA for the listing of TRG
Shares on the Official List to be cancelled, in each case to take effect on or
shortly following the Effective Date

Questions

 

If TRG Shareholders have any questions about this Announcement, the Scheme
Document, the Court Meeting or the General Meeting, or you are in any doubt as
to how to submit your proxies electronically or how to complete the Forms of
Proxy, please contact the Shareholder Helpline operated by Equiniti, TRG's
Registrar, on +44 (0)371 384 2426. Please use the country code if calling from
outside the UK. Lines are open between 8:30 a.m. and 5:30 p.m. Monday to
Friday (except public holidays in England and Wales). Calls from outside the
UK will be charged at the applicable international rate. Different charges may
apply to calls from mobile telephones. Please note that calls may be monitored
or recorded and Equiniti cannot provide advice on the merits of the
Acquisition or the Scheme or give any financial, legal or tax advice.

Enquiries

 Apollo

 For investor enquiries regarding Apollo, please contact:

 Noah Gunn, Global Head of Investor Relations               +1 212 822 0540

 For media enquiries regarding Apollo, please contact:

 Joanna Rose, Global Head of Corporate Communications       +1 212 822 0491
 RBC Capital Markets                                        +44 20 7653 4000

 (Sole Financial Adviser to Apollo and Bidco)

 Mark Preston

 Ed Boyce

 Andrew Diggles

 Samuel Jackson
 5654 & Company

 (PR Adviser to Apollo and Bidco)

 Liz Morley                                                 +44 7798 683108

 Ben Thornton                                               +44 7793 056329
 TRG                                                        +44 20 3117 5001
 Ken Hanna, Chair

Umer Usman, Investor Relations
 Lazard & Co., Limited                                      +44 20 7187 2000

(Lead Financial Adviser and Rule 3 Adviser to TRG)
 Louise Campbell

Adam Blin
 Centerview Partners UK LLP                                 +44 20 7409 9700

(Financial Adviser to TRG)
 Nick Reid

Hadleigh Beals

James Tookman
 Citigroup Global Markets Limited                           +44 20 7986 4000

(Financial Adviser and Joint Corporate Broker to TRG)

Christopher Wren

James Ibbotson

Peter Catterall
 Investec Bank plc                                          +44 20 7597 4000

(Joint Corporate Broker to TRG)
 David Flin

Ben Farrow
 MHP Group                                                  +44 7885 224532

(PR Adviser to TRG)
+44 7584 142665
 Oliver Hughes

James McFarlane

 

Kirkland & Ellis International LLP is acting as legal adviser to Apollo
and Bidco.

 

Slaughter and May is acting as legal adviser to TRG.

 

APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on TRG's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable changes, the
revised dates and/or times will be notified to TRG Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange, with such announcement being made available on TRG's website at
https://www.trgplc.com/investors/. Unless otherwise stated, all times referred
to in the timetable set out below are London times.

 

 Event                                                                          Time and/or date ((1))
 Publication of the Scheme Document                                             2 November 2023
 Latest time for lodging Forms of Proxy for the:
             Court Meeting (blue form)                                          11:00 a.m. on 23 November 2023 ((2))
             General Meeting (yellow form)                                      11:15 a.m. on 23 November 2023 ((3))
 Voting Record Time                                                             6:30 p.m. on 23 November 2023 ((4))
 Court Meeting                                                                  11:00 a.m. on 27 November 2023
 General Meeting                                                                11:15 a.m. on 27 November 2023 ((5))
 TRG and Bidco currently propose to proceed with the following dates and times
 associated with the Scheme. However, these dates and times are subject to
 change and will depend on, among other things, the date on which the
 Conditions to the Scheme are satisfied or, if capable of waiver, waived, and
 the date on which the Court sanctions the Scheme. Should any of these dates or
 times change, TRG will give adequate notice by issuing an announcement through
 a Regulatory Information Service, with such announcement being made available
 on TRG's website at https://www.trgplc.com/investors/. Further updates and
 changes to these times will be notified in the same way. See also note (1).
 Expected date of the Sanction Hearing                                          20 December 2023
 Last day for dealings in, and for the registration of transfer of, TRG Shares  20 December 2023
 Scheme Record Time                                                             6:00 p.m. on 20 December 2023
 Disablement of CREST in respect of TRG Shares                                  6:00 p.m. on 20 December 2023
 Suspension of dealings in TRG Shares                                           by 7:30 a.m. on 21 December 2023
 Effective Date of the Scheme                                                   21 December 2023
 Cancellation of listing of TRG Shares                                          by 7:30 a.m. on 22 December 2023
 Latest date for despatch of cheques and crediting of CREST accounts for cash   4 January 2024 (within 14 days of the Effective Date)
 consideration due under the Scheme
 Long Stop Date                                                                 13 May 2024 ((6))
 (1) The dates and times given are indicative only and are based on current
 expectations and are subject to change (including as a result of changes to
 the regulatory timetable). If any of the times and/or dates above change, the
 revised times and/or dates will be notified to TRG Shareholders by
 announcement through a Regulatory Information Service, with such announcement
 being made available on TRG's website at https://www.trgplc.com/investors/.

 Participants in the TRG Share Plans will be contacted separately regarding the
 effect of the Scheme on their rights under the TRG Share Plans and with the
 details of the arrangements applicable to them, including details of any
 appropriate proposals being made and dates and times relevant to them.

 (2) It is requested that the blue Forms of Proxy for the Court Meeting be
 received no later than 48 hours (excluding any part of such 48-hour period
 falling on a non-working day) prior to the time appointed for the Court
 Meeting or, if the Court Meeting is adjourned, the time fixed for any
 adjourned Court Meeting. If the blue Form of Proxy in respect of the Court
 Meeting is not received by the relevant time, it may be: (i) scanned and
 emailed to Equiniti at the following email address: proxyvotes@equiniti.com;
 or (ii) presented in person to the Equiniti representative who will be present
 at the Court Meeting, any time prior to the commencement of the Court Meeting
 (or any adjournment thereof).

 (3) In order to be valid, the yellow Forms of Proxy for the General Meeting
 must be received by no later than 48 hours (excluding any part of such
 48-hour period falling on a non-working day) prior to the time appointed for
 the General Meeting or, if the General Meeting is adjourned, the time fixed
 for any adjourned General Meeting.

 (4) If either the Court Meeting or the General Meeting is adjourned, the
 Voting Record Time for the relevant adjourned meeting will be 6:30 p.m. on the
 day which is two Business Days prior to the date of the adjourned meeting.

 (5) To commence at 11:15 a.m. or as soon thereafter as the Court Meeting
 concludes or is adjourned.

 (6) This is the latest date by which the Scheme may become effective. However,
 the Long Stop Date may be extended to such later date as may be agreed between
 Bidco and TRG with the consent of the Panel (and that the Court may approve if
 required).

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to, and
does not, constitute, or form part of, an 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 the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of TRG in any
jurisdiction in contravention of applicable law. The Acquisition will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of the Scheme
or other response in relation to the Acquisition should be made only on the
basis of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of an Offer, the offer document).

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document.

The Acquisition will be subject to English and Scots law, the jurisdiction of
the Court, and the applicable requirements of the Takeover Code, the Panel,
the London Stock Exchange, the FCA, the Listing Rules and the Registrar of
Companies.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Notices related to financial advisers

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom and a
wholly owned subsidiary of Royal Bank of Canada, is acting for Apollo and
Bidco and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Apollo and Bidco
for providing the protections afforded to clients of RBC Capital Markets, or
for providing advice in connection with matters referred to in this
announcement. Neither RBC Capital Markets nor its parent nor any of its
subsidiaries or affiliates (nor their respective directors, officers,
employees or agents) 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 RBC Capital Markets
in connection with this announcement or any matter referred to herein.

Lazard & Co., Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as
lead financial adviser and Rule 3 adviser to TRG and no one else in connection
with the matters described in this announcement and will not be responsible to
anyone other than TRG for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the contents of this
announcement or any other matter or arrangement referred to herein. Neither
Lazard nor any of its affiliates (nor their respective directors, officers,
employees or agents) 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 Lazard in
connection with this announcement, any matter, arrangement or statement
contained or referred to herein or otherwise.

Centerview Partners UK LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser to TRG and no
one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than TRG for providing the protections
afforded to its clients or for providing advice in relation to the matters set
out in this announcement, the contents of this announcement or any other
matters referred to in this announcement. Neither Centerview nor any of its
affiliates, nor any of Centerview's and such affiliates' respective members,
directors, officers, controlling persons or employees owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to  any  person  who  is  not  a  client  of  Centerview
in  connection  with  this announcement, any statement contained herein or
otherwise.

Citigroup Global Markets Limited, which is authorised by the Prudential
Regulation Authority ("PRA") and regulated in the UK by the FCA and the PRA is
acting exclusively as Financial Adviser and Joint Corporate Broker to TRG and
for no one else in connection with the matters described 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 matters referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, consequential, whether
in contract, tort, in delict, under statute or otherwise) to any person who is
not a client of Citi in connection with this announcement, any statement
contained herein, or otherwise.

Investec Bank plc, which is authorised by the PRA and regulated by the FCA and
PRA, is acting for TRG and no one else in connection with the matters
described in this announcement and will not be responsible to anyone other
than TRG for providing the protections afforded to clients of Investec Bank
plc nor for giving advice in relation to the matters described in this
announcement. Further, Investec Bank plc accepts no responsibility whatsoever
and makes no representations or warranty, express or implied, for or in
respect of the contents of this announcement, including its accuracy,
completeness or verification or for any other statement made or purported to
be made by it, or on its behalf, in connection with the matters described in
this announcement, and nothing in this announcement is, or shall be relied
upon as, a promise or representation in this respect, whether as to the past
or future. Investec Bank plc and its affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any responsibility and liability
whatsoever arising in tort or otherwise as related to above, which it might
otherwise have in respect of this announcement or any such statement.

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 law of any jurisdiction other than the UK
should inform themselves of, 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
Acquisition 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 and Scots law, the Takeover
Code, the Market Abuse Regulation, the Listing Rules and the Disclosure
Guidance and Transparency 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 the Acquisition to TRG 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 United Kingdom
to vote their Scheme Shares with respect to the Scheme at the Court Meeting,
or to appoint another person as proxy 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 laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme 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. Copies of this
announcement and any formal documentation relating to the Acquisition 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, agents, 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 Acquisition. If the Acquisition
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.

Notice to U.S. investors in TRG

U.S. holders of TRG Shares should note that the Acquisition relates to the
securities of a Scottish company is subject to UK disclosure requirements and
practices (which are different from those of the U.S.) and is proposed to be
implemented by means of a scheme of arrangement under Scots law. A transaction
effected by means of a scheme of arrangement is not subject to the tender
offer or proxy solicitation rules under the U.S. Exchange Act of 1934.
Accordingly, the Acquisition and the Scheme are 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. The financial information included in this
announcement has been or will have 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. However, if, in the future, Bidco
were to exercise its right to implement the Acquisition of the TRG Shares by
way of an offer, such offer will be made in compliance with applicable U.S.
securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a U.S. Holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme may
be a taxable transaction for U.S. federal income tax purposes and under
applicable U.S. state and local, as well as foreign and other, tax laws. Each
TRG Shareholder is urged to consult with legal, tax and financial advisers in
connection with making a decision regarding this transaction.

It may be difficult for U.S. Holders of TRG Shares to enforce their rights and
any claim arising out of the U.S. federal laws, since Bidco and TRG 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 TRG 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 judgement.

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Apollo, its
nominees, or their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, TRG Shares outside of the
U.S., other than pursuant to the Acquisition, until the date on which the
Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in
accordance with Rule 14e-5(b) of the U.S. Exchange Act, RBC will continue to
act as an exempt principal trader in TRG 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. Any information about such
purchases will be disclosed as required in the United Kingdom, will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com/.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and TRG contain 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 Bidco and TRG 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 Acquisition on Bidco and
TRG (including their future prospects, developments and strategies), the
expected timing and scope of the Acquisition 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 Bidco's,
TRG's, any member of the Bidco Group's or any member of the TRG Group's
operations and potential synergies resulting from the Acquisition; and (iii)
the effects of global economic conditions and governmental regulation on
Bidco's, TRG's, any member of the Bidco Group's or any member of the TRG
Group's business.

Although Bidco and TRG believe that the expectations reflected in such
forward-looking statements are reasonable, Bidco and TRG 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.

These factors include, but are not limited to: the ability to complete the
Acquisition; the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed terms and
schedule; 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
Bidco and TRG 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 Bidco
and TRG 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 Bidco nor TRG, 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 relate 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. Due to the scale of the TRG Group, there may be additional changes
to the TRG Group's operations. 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
Bidco nor TRG is under any obligation, and Bidco and TRG 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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) of the Code 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 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(s), save to the extent that these details
have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure
by a person to whom Rule 8.3(b) of the Code 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 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 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 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 Code, a copy of this announcement and the
Scheme Document will be available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions) on TRG's website at
www.trgplc.com/investors/, and Bidco's website, at
www.apollo.com/ukpossible-offer-disclaimer 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. For the avoidance of doubt, the
contents of these websites are not incorporated by reference and do not form
part of this Announcement.

 

National Storage Mechanism

 

A copy of the Scheme Document, once published, will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

No profit forecasts, 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 TRG for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
TRG.

 

Requesting hard copy documents

 

In accordance with Rule 30.3 of the Takeover Code, TRG Shareholders, persons
with information rights and participants in TRG Share Plans may request a hard
copy of this announcement by: (i) telephoning Equiniti on +44 (0) 371 384
2426. If calling from outside of the UK, please ensure the country code is
used. Lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday
(excluding public holidays in England and Wales); or (ii) submitting a request
in writing to Equiniti Limited, Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA, United Kingdom. A hard copy of this announcement will not be
sent unless so requested.

 

Such persons may also request that all future documents, announcements and
information to be sent to you in relation to the Acquisition should be in hard
copy form.

 

Electronic Communications

 

Please be aware that addresses, electronic addresses and certain other
information provided by TRG Shareholders, persons with information rights and
other relevant persons for the receipt of communications from TRG may be
provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

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