TIDMWTB TIDMCOH
RNS Number : 2888F
Whitbread PLC
11 January 2010
11 January 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE
UNLAWFUL TO DO SO
Recommended cash offer
for
coffeeheaven international plc ("coffeeheaven")
by
Costa Limited ("Costa"),
a wholly-owned subsidiary of Whitbread PLC ("Whitbread")
Posting of offer document
On 15 December 2009, the boards of directors of Costa and coffeeheaven announced
that they had reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of coffeeheaven, to be made by
Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and
restaurant group.
Costa announces that the offer document containing full terms of, and conditions
to, the Offer, (the "Offer Document") was posted on Friday, 8 January 2010 to
coffeeheaven Shareholders and, for information only, to holders of options or
awards under the coffeeheaven Share Schemes, together with the related Form of
Acceptance (in respect of certificated coffeeheaven Shares).
The Offer will initially remain open for acceptance until 1.00pm (London time)
on 29 January 2010.
If you hold your coffeeheaven Shares in certificated form (that is, not in
CREST), to accept the Offer you should complete, sign and return the Form of
Acceptance (together with your share certificate(s) and any other documents of
title) as soon as possible and, in any event, so as to be received by no later
than 1.00 p.m. (London time) on 29 January 2010 by Capita Registrars at
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
Additional Forms of Acceptance are available from Capita Registrars by
telephoning 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling
from outside the UK.
If you hold your coffeeheaven Shares in uncertificated form (that is, in CREST),
to accept the Offer you should follow the procedure for Electronic Acceptance
through CREST so that the TTE instruction settles as soon as possible and, in
any event, no later than 1.00 p.m. (London time) on 29 January 2010. If you are
a CREST sponsored member, you should refer to your CREST sponsor before taking
any action as only your CREST sponsor will be able to send the necessary TTE
instructions to Euroclear UK in relation to your coffeeheaven Shares.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at the offices of Macfarlanes LLP at 20 Cursitor
Street, London, EC4A 1LT, while the Offer remains open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement, the
Offer Document and the Form of Acceptance will be available free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions (as defined herein), for inspection on the following websites by
no later than 12 noon on 11 January 2010:
www.whitbread.co.uk
www.coffeeheaven.eu
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
Enquiries
Whitbread and Costa - 01582 844244
Tabitha Aldrich Smith, Director of Communications, Whitbread
John Derkach, Managing Director, Costa
Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to
Whitbread) - 020 7545 8000
James Arculus
James Cass
Martin Pengelley (corporate broking)
Tulchan (public relations adviser to Whitbread) - 020 7353 4200
David Allchurch
coffeeheaven - 07973 442 331
Richard Worthington
Shore Capital & Corporate Limited (Rule 3 adviser to coffeeheaven) - 020 7408
4090
Guy Peters
Stephane Auton
Akur Partners (financial adviser to coffeeheaven) - 020 7955 1427
Andrew Dawber
David Shapton
Opera Public Relations (public relations adviser to coffeeheaven) - 08450 600
650
Simon Turton
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the FSA are available on request. Deutsche Bank
AG, London Branch is acting as financial adviser to Whitbread and Costa and no
one else in connection with the contents of this announcement and will not be
responsible to anyone other than Whitbread and Costa for providing the
protections afforded to the clients of Deutsche Bank AG, London Branch nor for
providing advice in relation to any matter referred to herein.
Shore Capital & Corporate Limited, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for coffeeheaven and no one
else in connection with the contents of this announcement, and accordingly,
Shore Capital will not be responsible to anyone other than coffeeheaven for
providing the protections offered to clients of Shore Capital nor for providing
advice in relation to any matter referred to herein.
Akur Partners is acting exclusively for coffeeheaven and no one else in
connection with the contents of this announcement, the Form of Acceptance and
the Offer, and accordingly, Akur Partners will not be responsible to anyone
other than coffeeheaven for providing the protections offered to clients of Akur
Partners nor for providing advice in relation to any matter referred to herein.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
through the Offer Document and, in the case of certificated coffeeheaven Shares,
the Form of Acceptance, which will together contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of
the information contained in the Offer Document and, in the case of certificated
coffeeheaven Shares, the Form of Acceptance.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Unless otherwise determined by Costa, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national securities exchange of Canada, Australia or Japan or any
jurisdiction in relation to which the extension or acceptance of the Offer to
such jurisdiction would violate the laws of such jurisdiction, or where local
laws or regulation may result in a significant risk of civil, regulatory or
criminal exposure if information on the Offer is sent or made available to
coffeeheaven Shareholders in that jurisdiction (each a "Restricted
Jurisdiction") and will not be capable of acceptance by any such use, means or
facility or from within any such Restricted Jurisdiction. Accordingly, unless
otherwise determined by Costa, copies of this announcement and any other
documentation relating to the Offer 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
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related document to
any jurisdiction outside the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory requirements of
any relevant jurisdiction. Neither the SEC nor any US state securities
commission has approved or disapproved the Offer or passed upon the adequacy or
completeness of this announcement or any other documentation relating to the
Offer (including, without limitation, the Offer Document or the Form of
Acceptance). Any representation to the contrary is a criminal offence.
It is the responsibility of each coffeeheaven Shareholder (or nominee of, or
custodian or trustee for coffeeheaven Shareholder) who is resident in or is a
national or citizen of jurisdictions outside of the United Kingdom and the
United States (each an "Overseas Shareholder") to inform himself, herself or
itself about and observe any applicable legal requirements. No Overseas
Shareholder receiving a copy of this announcement and/or any other documentation
relating to the Offer in a Restricted Jurisdiction may treat the same as
constituting an invitation or offer to him and in such circumstances, this
announcement and/or any other documentation relating to the Offer are sent for
information only. It is the responsibility of any Overseas Shareholder receiving
a copy of this announcement and/or any other documentation relating to the Offer
in any jurisdiction outside the United Kingdom and the United States who wishes
to accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of that jurisdiction in connection with the Offer,
including obtaining any governmental, exchange control or other consents which
may be required, and compliance with any other necessary formalities which need
to be observed and the payment of any transfer or other taxes or duties that may
be or become due under the laws of such jurisdiction. Any such Overseas
Shareholder will be responsible for any such transfer or other taxes or duties
by whomsoever payable and Costa and Whitbread (and any person acting on behalf
of Costa or Whitbread) shall be fully indemnified and held harmless by such
Overseas Shareholder for any such transfer or other taxes or duties or other
requisite payments as Costa or Whitbread (and any person acting on behalf of
Costa or Whitbread) may be required to pay.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England, including those of
the United States.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of coffeeheaven, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "Offer Period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of coffeeheaven, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of coffeeheaven by Costa, Whitbread or coffeeheaven, or by any of
their respective "associates", must be disclosed by no later than 12.00 noon
(London time) on the Business Day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
The directors of Costa and Whitbread accept responsibility for the information
contained in this announcement other than that relating to coffeeheaven. To the
best of their knowledge and belief (having taken all reasonable care to ensure
that such is the case), the information contained in this announcement for which
they are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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