Young & Co's Brew. - Disclosure under Rule 2.10(c) of the Code
06/12/2023 15:29
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RNS Number : 9214V Young & Co's Brewery PLC 06 December 2023
Young and Co.'s Brewery, P.L.C.
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
6 December 2023
Disclosure under Rule 2.10(c) of the City Code on Takeovers and Mergers (the
"Code") in respect of the
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 scheme of arrangement
under Part 26 of the Companies Act 2006
Update on the irrevocable undertaking given by Otus Capital Management Limited
On 16 November 2023 the boards of City Pubs and Young's made an announcement
pursuant to Rule 2.7 of the Code (the "2.7 Announcement") that they had
reached agreement on the terms and conditions of a recommended offer pursuant
to which Young's will acquire the entire issued and to be issued ordinary
share capital of City Pubs (the "Transaction"), intended to be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act 2006.
Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
2.7 Announcement.
As set out in Appendix 3 of the 2.7 Announcement, Young's had received certain
irrevocable undertakings to amongst other things, exercise or procure the
exercise of (as applicable) all voting rights to vote in favour of the Scheme
at the Court Meeting and the Resolutions to be proposed at the General Meeting
(or to accept, or procure the acceptance of the Offer (if the Transaction is
implemented as an Offer)).
The irrevocable undertaking given by Otus Capital Management Limited ("Otus")
related to an aggregate number of 11,580,837 City Pubs Shares, representing
approximately 11.1 per cent. of the issued ordinary share capital of City Pubs
as at the Last Practicable Date (the "Otus Irrevocable Undertaking").
On 6 December 2023, Otus announced that they had sold 1,599,783 City Pubs
Shares subject to the Otus Irrevocable Undertaking. As a result of the sale,
the Otus Irrevocable Undertaking now applies in respect of the 9,981,054 City
Pubs Shares held by Otus, representing approximately 9.54 per cent. of the
issued ordinary share capital of City Pubs as at the close of business on 5
December 2023 (being the latest practicable date prior to the date of this
announcement).
Therefore, the total number of City Pubs Shares which are subject to
irrevocable undertakings and a letter of intent received by Young's in
relation to City Pubs Shares is 32,307,858, representing approximately 30.9
per cent. of the issued ordinary share capital of City Pubs as at the close of
business on 5 December 2023 (being the latest practicable date prior to the
date of this announcement).
Enquiries:
Young's
Simon Dodd, Chief Executive Officer Tel: +44 (0) 20 8875 7000
Mike Owen, Chief Financial Officer
J.P. Morgan Cazenove (Sole Financial Adviser, AIM Nominated Adviser and Joint
Broker)
James Mitford / Jonty Edwards / Dean Schneider Tel: +44 (0) 20 3493 8000
Stifel (Joint Broker)
Erik Anderson / Francis North Tel: +44 (0) 20 7710 7600
MHP Communications (Public Relations Adviser)
Tim Rowntree / Robert Collett-Creedy Tel: +44 (0) 7736 464 749
Further information
This announcement is for information purposes only and is not intended to and
does not constitute or form any part of any offer, invitation or the
solicitation of an offer to purchase or 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 Transaction or otherwise, nor
shall there be any sale, issuance or transfer of securities in City Pubs or
Young's in any jurisdiction in contravention of applicable law. The
Transaction will be made and implemented solely pursuant to the terms of the
Scheme Document (or, in the event that the Transaction is to be implemented by
way of an Offer, the Offer Document) which will contain the full terms and
conditions of the Transaction, including details of how to vote in respect of
the Transaction. Any vote or other decision in respect of, or other response
to, the Transaction, should be made only on the basis of information contained
in the Scheme Document (or, in the event that the Transaction is to be
implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
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 from an 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 an appropriately authorised independent financial
adviser.
Disclaimers
J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority, is acting as
financial adviser exclusively for Young's and no one else in connection with
the Transaction and will not be responsible to anyone other than Young's for
providing the protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in relation to the Transaction or any other matters referred
to in this announcement.
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 the Transaction 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 and any 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 will be 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 (or, if the
Transaction is implemented by way of an Offer, the Offer 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 Transaction 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 and Stifel 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.
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.
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 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 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 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 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 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 Code, a copy of this announcement and the
documents required to be published under Rule 26 of the Code, will be made
available free of charge (subject to certain restrictions relating to persons
resident in Restricted Jurisdictions) 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.
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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