REG - Young & Co's Brew. City Pub Group (The) - Scheme Effective

Young & Co's BreweryAnnouncement

04/03/2024 13:00

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RNS Number : 4947F  Young & Co's Brewery PLC  04 March 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

FOR IMMEDIATE RELEASE

 

4 March 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)

Scheme Effective

 

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").

On 17 January 2024, the Scheme was approved by the requisite majorities of
Scheme Shareholders at the Court Meeting and the Resolution relating to the
implementation of the Scheme was approved by the requisite majority of City
Pubs Shareholders at the General Meeting. On 29 February 2024, City Pubs
announced that the Court had sanctioned the Scheme at the Court Sanction
Hearing.

 

City Pubs and Young's are pleased to announce that, following delivery of a
copy of the Court Order to the Registrar of Companies today, the Scheme has
now become Effective in accordance with its terms and the entire issued share
capital of City Pubs is now owned or controlled by Young's. The Transaction
has therefore now completed.

 

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

 

Settlement of consideration

 

As set out in the Scheme Document, a Scheme Shareholder on the register of
members of City Pubs at the Scheme Record Time, being 6.00 p.m. on 1 March
2024, is entitled to receive 108.75 pence in cash and 0.032658 New Young's A
Shares for each Scheme Share held.

 

Settlement of the consideration to which a Scheme Shareholder is entitled will
be effected by way of the dispatch of cheques and share certificates or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively), in each case, to
or for the account each relevant Scheme Shareholder, within 14 days of this
announcement, being 18 March 2024.

 

Suspension and cancellation of trading of City Pubs Shares on AIM

 

Dealings in City Pubs Shares on AIM were suspended with effect from 7.30 a.m.
today. As a result of the Scheme having become Effective, share certificates
in respect of Scheme Shares will cease to be valid documents of title and
entitlements to Scheme Shares in uncertificated form in CREST are being
cancelled.

 

It is expected that the admission to trading of City Pubs Shares on AIM will
be cancelled with effect from 7.00 a.m. on 5 March 2024.

 

Admission of the New Young's A Shares

 

An application has been made to the London Stock Exchange for admission of
3,612,240 New Young's A Shares to trading on AIM, which is expected to take
place at 8.00 a.m. on 5 March 2024.

 

Following the admission to trading of the New Young's A Shares, Young's issued
share capital will consist of 38,026,087 A ordinary shares of 12.5 pence with
each share carrying the right to one vote and 24,070,755 non-voting ordinary
shares of 12.5 pence each. Young's holds no shares in treasury. The total
number of voting rights in Young's will therefore be 38,026,087. This figure
may be used by shareholders as the denominator for calculations by which they
will determine if they are required to notify their interest, or a change to
their interest, in Young's under the Financial Conduct Authority's Disclosure
Guidance and Transparency Rules sourcebook.

 

Resignation of directors

 

As the Scheme has now become Effective, City Pubs duly announces that Clive
Watson, Rupert Clark, Holly Elliott, Richard Prickett, Neil Griffiths and Emma
Fox have tendered their resignation and will step down from the board of City
Pubs effective from 8.00 a.m. on 5 March 2024.

 

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

 Young's                                          Tel: +44 (0) 20 8875 7000
 Simon Dodd, Chief Executive Officer
 Mike Owen, Chief Financial Officer

 J.P. Morgan Cazenove                             Tel: +44 (0) 20 3493 8000
 (Sole Financial Adviser, Nominated Advisor and Joint Broker to Young's)
 James Mitford / Jonty Edwards / Dean Schneider

 Stifel Nicolaus Europe Limited                   Tel: + 44 (0) 20 7710 7600
 (Joint Broker to Young's)
 Erik Anderson / Francis North

 MHP Group                                        Tel: +44 (0) 7736 464 749
 (PR Adviser to Young's)
 Tim Rowntree / Robert Collett-Creedy

 

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

 

Slaughter and May are acting as legal adviser to Young's 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.

 

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by
the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as
financial adviser exclusively for Young's and no one else in connection with
the matters set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and will not be
responsible to anyone other than Young's for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter referred to herein.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Young's and no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Young's for providing the protections afforded to clients of Stifel nor
for providing advice in relation to the Transaction  or any other matters
referred to in this announcement. Neither Stifel 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 Stifel in connection with this announcement, any
statement contained in this announcement, the Transaction or otherwise. No
representation or warranty, express or implied, is made by Stifel as to the
contents of this announcement.

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.

 

 

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.

 

 

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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