TIDMWTB
RNS Number : 5061P
Whitbread PLC
10 June 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, UNITED ARAB
EMIRATES, JAPAN, SINGAPORE, SOUTH AFRICA, AND ANY OTHER
JURISDICTION WHERE THE EXTENSION OR AVAILABILITY OF THE RIGHTS
ISSUE (AND ANY OTHER TRANSACTION CONTEMPLATED THEREBY) WOULD BREACH
ANY APPLICABLE LAW OR REGULATION.
NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR
CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE
FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID
RIGHTS, FULLY PAID RIGHTS OR NEW ORDINARY SHARES MUST BE MADE ONLY
ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.
10 June 2020
WHITBREAD PLC
RESULTS OF RIGHTS ISSUE
Whitbread PLC ("Whitbread" or the "Company") today announces
that the 1 for 2 Rights Issue of 67,277,416 New Ordinary Shares at
1,500 pence per New Ordinary Share announced on 21 May 2020 closed
for acceptances at 11:00 a.m. on 9 June 2020. The Company received
acceptances in respect of 61,452,547 New Ordinary Shares,
representing approximately 91.4 per cent. of the total number of
New Ordinary Shares to be issued pursuant to the fully underwritten
Rights Issue.
It is expected that the New Ordinary Shares will commence
trading, fully paid, on the London Stock Exchange plc's main market
for listed securities at 8:00 a.m. on 10 June 2020.
It is expected that the New Ordinary Shares in uncertificated
form will be credited to CREST accounts by no later than today and
that definitive share certificates in respect of New Ordinary
Shares held in certificated form will be despatched by no later
than 23 June 2020.
In accordance with their obligations as Joint Bookrunners, J.P.
Morgan Cazenove and Morgan Stanley will use reasonable endeavours
to procure, on behalf of the Company, by no later than 4.30 p.m. on
11 June 2020, acquirers for all (or as many as possible) of the
remaining 5,824,869 New Ordinary Shares not accepted, failing which
the Joint Bookrunners have agreed to acquire, on a several basis,
or procure that sub-underwriters acquire, any remaining New
Ordinary Shares.
The net proceeds (if any) from the placing of such New Ordinary
Shares (after the deduction of the Rights Issue Price of 1,500
pence per New Ordinary Share and the expenses of procuring
subscribers including any applicable brokerage, commissions,
currency conversion costs and any amounts in respect of value added
tax which are not recoverable) will be paid (without interest) to
those Shareholders whose rights have lapsed in accordance with the
terms of the Rights Issue, pro rata to their lapsed provisional
allotments, save that individual amounts of less than GBP5.00 will
not be paid to such persons but will be paid to the Company.
A further announcement as to the number of New Ordinary Shares
for which subscribers have been procured will be made in due
course.
Defined terms in this announcement shall have the same meanings
as in the prospectus dated 21 May 2020 (the "Prospectus"), unless
the context requires otherwise.
For further information, please contact:
Whitbread PLC investorrelations@whitbread.com
J.P. Morgan Cazenove (Joint
Sponsor, Joint Corporate Broker
and Joint Global Coordinator)
Alex Watkins
Virginia Khoo +44 (0) 20 7742 4000
--------------------------------
Morgan Stanley (Joint Sponsor,
Joint Corporate Broker and
Joint Global Coordinator)
Tom Perry
Angus Millar +44 (0) 20 7425 8000
--------------------------------
Tulchan Communications
David Allchurch
Jessica Reid +44 (0) 20 7353 4200
--------------------------------
IMPORTANT NOTICES
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. No reliance may or should be placed by any
person for any purpose whatsoever on the information contained in
this announcement or on its accuracy or completeness. The
information in this announcement is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any Nil Paid Rights, Fully Paid Rights or New Ordinary
Shares except on the basis of the information contained in the
Prospectus.
A copy of the Prospectus is available on the Company's website,
www.whitbread.co.uk/investors. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this announcement.
The Prospectus provides further details of the New Ordinary Shares,
the Nil Paid Rights and the Fully Paid Rights being offered
pursuant to the Rights Issue.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The Nil Paid Rights, the Fully Paid Rights and the
New Ordinary Shares have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act") or
under any securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in or into the United States except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States or other jurisdiction. There will
be no public offer of the Nil Paid Rights, the Fully Paid Rights or
the New Ordinary Shares in the United States. Subject to certain
limited exceptions, Provisional Allotment Letters have not been,
and will not be, sent to, and Nil Paid Rights have not been, and
will not be, credited to the CREST account of, any Qualifying
Shareholder with a registered address in or that is known to be
located in the United States, or to holders of the Whitbread's
American depositary shares. None of the New Ordinary Shares, the
Nil Paid Rights, the Fully Paid Rights or the Provisional Allotment
Letters, this announcement or any other document connected with the
Rights Issue has been or will be approved or disapproved by the
United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the
United States or any other regulatory authority, nor have any of
the foregoing authorities passed upon or endorsed the merits of the
offering of the New Ordinary Shares, the Nil Paid Rights or the
Fully Paid Rights, or the accuracy or adequacy of the Provisional
Allotment Letters, this announcement or any other document
connected with the Rights Issue. Any representation to the contrary
is a criminal offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for, or any solicitation to
purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or
New Ordinary Shares or to take up any entitlements to Nil Paid
Rights in any jurisdiction. No offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for,
Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or to
take up any entitlements to Nil Paid Rights will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States,
Australia, New Zealand, United Arab Emirates, Japan, Singapore
South Africa, and any other jurisdiction where the extension or
availability of the Rights Issue (and any other transaction
contemplated thereby) would breach any applicable law or
regulation, and should not be distributed, forwarded to or
transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus and the
Provisional Allotment Letters should not be distributed, forwarded
to or transmitted in or into the United States, Australia, New
Zealand, United Arab Emirates, Japan, Singapore or South Africa.
Recipients of this announcement and/or the Prospectus should
conduct their own investigation, evaluation and analysis of the
business, data and property described in this announcement and/or
the Prospectus.
This announcement does not constitute a recommendation
concerning any investor's options with respect to the Rights Issue.
The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of
this announcement are not to be construed as legal, business,
financial or tax advice. Each shareholder or prospective investor
should consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice.
NOTICE TO ALL INVESTORS
Morgan Stanley & Co. International plc ("Morgan Stanley") is
authorised by the Prudential Regulation Authority and regulated by
the Prudential Regulation Authority and Financial Conduct
Authority. Morgan Stanley is acting exclusively for Whitbread plc
in relation to the Rights Issue, will not regard any other person
as a client in relation to the Rights Issue and will not be
responsible to anyone other than Whitbread plc for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice to any person in relation to the Rights Issue or any matters
referred to in this announcement. J.P. Morgan Securities plc (which
conducts its UK investment banking business as "J.P. Morgan
Cazenove") is authorised by the Prudential Regulation Authority and
regulated by the Prudential Regulation Authority and Financial
Conduct Authority. J.P. Morgan Cazenove is acting for Whitbread plc
and no other person in connection with the Rights Issue and will
not be responsible to anyone other than Whitbread plc for providing
the protections afforded to clients of J.P. Morgan Cazenove nor for
providing advice to any person in relation to the Rights Issue or
any matters referred to in this announcement. None of Morgan
Stanley or J.P. Morgan Cazenove, nor any of their respective
subsidiaries, branches or affiliates, nor any of their respective
directors, officers or employees 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 Morgan Stanley or J.P. Morgan
Cazenove in connection with the Rights Issue, this announcement,
any statement contained herein, or otherwise.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the Nil Paid Rights, the Fully Paid Rights and the New Ordinary
Shares have been subject to a product approval process, which has
determined that they each are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, Distributors
should note that: the price of the Nil Paid Rights, the Fully Paid
Rights and/or the New Ordinary Shares may decline and investors
could lose all or part of their investment; the Nil Paid Rights,
the Fully Paid Rights and the New Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the offer.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Underwriters will only procure investors who meet
the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for
the purposes of MiFID II; or (b) a recommendation to any investor
or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Nil Paid Rights, the Fully
Paid Rights and/or the New Ordinary Shares. Each distributor is
responsible for undertaking its own target market assessment in
respect of the Nil Paid Rights, the Fully Paid Rights and/or the
New Ordinary Shares and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ARIGUGDLSSBDGGG
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June 10, 2020 02:00 ET (06:00 GMT)
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