REG - Restaurant Group PLC Apollo Mgmt. H L.P. - Scheme of Arrangement becomes Effective

RestaurantAnnouncement

21/12/2023 08:00

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RNS Number : 5975X  Restaurant Group PLC (The)  21 December 2023

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

FOR IMMEDIATE RELEASE

 

21 December 2023

 

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.)

Scheme of Arrangement becomes Effective

On 12 October 2023, the boards of TRG and 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 ("Acquisition"), to be effected by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

 

The circular in relation to the Scheme, including full details of the
Acquisition was published on 2 November 2023 (the "Scheme Document").
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. References to times
in this announcement are to London time unless otherwise stated.

 

On 27 November 2023, the requisite majority of Scheme Shareholders voted to
approve the Scheme at the Court Meeting and the requisite majority of TRG
Shareholders voted to pass the Special Resolution to implement the Scheme,
including the amendment of TRG's articles of association, at the General
Meeting.

 

Yesterday, TRG announced that the Court of Session in Edinburgh had sanctioned
the Scheme at the Sanction Hearing held yesterday.

 

TRG is pleased to announce that, following delivery of a copy of the Court
Order to the Registrar of Companies, the Scheme has today become effective in
accordance with its terms and, pursuant to the Scheme, the entire issued and
to be issued share capital of TRG is now owned by Bidco.

 

Suspension and cancellation of admission listing and trading of TRG Shares

 

The admission of the TRG Shares to the premium listing segment of the
Financial Conduct Authority's Official List (the "Official List") and the
admission of the TRG Shares to trading on the London Stock Exchange plc's main
market for listed securities (the "Main Market") were suspended with effect
from 7:30 a.m. this morning.

 

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange for the cancellation of the admission of the TRG Shares to
listing on the premium listing segment of the Official List and to trading on
the Main Market, which are expected to take effect by 8:00 a.m. on 22 December
2023.

 

Consideration and settlement

 

In accordance with the terms of the Acquisition, a Scheme Shareholder on the
register of members of TRG at the Scheme Record Time, being 6.00 p.m. on 20
December 2022, will be entitled to receive 65 pence in cash for each Scheme
Share held. As set out in the Scheme Document, settlement of the consideration
to which any Scheme Shareholder is entitled will be effected by way of the
despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not later than 14
days after the Effective Date.

 

Board changes

 

As the Scheme has now become effective, TRG duly announces that, as of today's
date, 21 December 2023: Ken Hanna, Graham Clemett, Zoe Morgan, Loraine
Woodhouse and Helen Keays have tendered their resignations and have stepped
down from the TRG Board; and Alex van Hoek and Eugenia Gandoy have been
appointed to the TRG Board. Andy Hornby and Mark Chambers will remain as TRG
directors, as CEO and CFO respectively.

 

 

 

Enquiries:

 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 20 3128 8789

(PR Adviser to TRG)

 Oliver Hughes
+44 7885 224532

James McFarlane
+44 7584 142665

 

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

 

Slaughter and May is acting as legal adviser to TRG.

 

Important notices

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.

Further information

This announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation to purchase or subscribe for any securities or the solicitation
of any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely through the Scheme
Document (or, if the Acquisition is implemented by way of an Offer, the offer
document).

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

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

This announcement contains inside information in relation to TRG for the
purposes of Article 7 of the Market Abuse Regulation. The person responsible
for arranging the release of this announcement on behalf of TRG is Andrew
Eames (General Counsel & Company Secretary). TRG's Legal Entity Identifier
is 213800V4LJ2FXMQKKA46.

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. 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.

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.

Additional information for US investors

The Acquisition relates to the shares of a Scottish company and is being made
by means of a scheme of arrangement provided for 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. Securities Exchange
Act of 1934 (the "U.S. Exchange Act"). Accordingly, the Acquisition 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. The financial information included
in this announcement 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.

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.

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/
(https://www.londonstockexchange.com/) .

U.S. TRG 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. TRG Shareholders are urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding this transaction.

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 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. 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.

No profit forecasts or estimates

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.

Publication of this announcement on 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, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on TRG's website at
https://www.trgplc.com/investors/ by no later than 12 noon (London time) on
the Business Day following this announcement. For the avoidance of doubt,
neither the content of these websites nor of any website accessible from
hyperlinks is incorporated by reference or forms part of this announcement.

Right to receive documents in hard copy form

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. For persons who receive a copy of this
announcement in electronic form or via a website notification, 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.

 

 

 

 

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