TIDMEIG
RNS Number : 4884E
Stonegate Pub Company
28 February 2020
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
28 February 2020
RECOMMED CASH ACQUISITION
of
Ei GROUP PLC
by
STONEGATE PUB COMPANY BIDCO LIMITED
(a wholly-owned subsidiary of Stonegate Pub Company Limited)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Update on Debt Financing Arrangements
On 18 July 2019, the Board of Ei Group plc ("EIG") and the Board
of Stonegate Pub Company Bidco Limited ("Bidco"), a wholly-owned
subsidiary of Stonegate Pub Company Limited ("Stonegate"),
announced that they had reached agreement on the terms of a
recommended all-cash acquisition by Bidco of the entire issued and
to be issued ordinary share capital of EIG (the "Acquisition"). The
Acquisition is to be effected by means of a scheme of arrangement
between EIG and the Scheme Shareholders under Part 26 of the
Companies Act (the "Scheme"). Capitalised terms in this
Announcement, unless otherwise defined, have the same meanings
given to them in the scheme circular published on 15 August 2019
(the "Scheme Document").
On 12 September 2019, EIG announced that at a Court Meeting and
General Meeting held on that date, all shareholder resolutions
relating to the Acquisition were approved by the requisite
majorities.
As announced on 14 February 2020, the CMA has accepted
undertakings offered by Stonegate, in lieu of referring the
Acquisition for an in-depth Phase 2 investigation. As such, the CMA
Condition to the Scheme (as detailed at paragraph 2(b) of Part 4 of
the Scheme Document) has now been satisfied. The Financial Conduct
Authority approved the acquisition of control by Stonegate on 29
October 2019 and, accordingly, the condition detailed at paragraph
3 of Part 4 of the Scheme Document has also been satisfied. As
announced on 27 February 2020, the Scheme has been sanctioned by
the Court and is expected to become Effective on 3 March 2020.
On 27 February 2020, Bidco, Stonegate Pub Company Bidco Holdings
Limited and the other parties to the Senior Bridge Facilities
Agreement originally dated 17 July 2019, which provides for senior
bridge facilities of GBP1,350,000,000 (the "Senior Bridge
Facilities Agreement") entered into an amendment and restatement
agreement (the "Amendment and Restatement Agreement") which amends
and restates the Senior Bridge Facilities Agreement (the "Amended
and Restated Senior Bridge Facilities Agreement") in order to
reflect the upsize of the senior bridge facilities by
GBP100,000,000.
Copies of the Amendment and Restatement Agreement and the
Amended and Restated Senior Bridge Facilities Agreement are
available on EIG's website at www.eigroupplc.com and on Stonegate's
website at www.stonegatepubs.com.
Enquiries
Stonegate Pub Company Limited Tel: +44 (0) 1582 957160
Simon Longbottom
Ian Payne
Daniel Wilkinson
Nomura International plc (Financial Adviser Tel: +44 (0)20 7102
to Stonegate and Bidco) 1000
Adrian Fisk
Henry Phillips
Christopher Fincken
Goldman Sachs International (Financial Tel: +44 (0)20 7774
Adviser to Stonegate and Bidco) 1000
Anthony Gutman
Nick Harper
James Brodie
Barclays Bank PLC, acting through its Investment Tel: +44 (0)20 7623
Bank (Financial Adviser to Stonegate and 2323
Bidco)
Derek Shakespeare
Andrew Richards
Neal West
Tulchan Communications (PR Adviser to Stonegate
and TDR) Tel: + 44 (0)20 7353
Jonathan Sibun 4200
Suniti Chauhan
Will Smith
Instinctif Partners (PR Adviser to Stonegate)
Justine Warren
Matthew Smallwood Tel: + 44 (0)20 7457
2020
IMPORTANT NOTICES
Nomura International plc, which is authorised by the Prudential
Regulation Authority ("PRA") and regulated by the PRA and the
Financial Conduct Authority ("FCA") in the United Kingdom, is
acting as financial adviser to Bidco and Stonegate, and no one else
in connection with the matters set out in this Announcement and
Nomura International plc, its affiliates and its respective
officers, employees, agents, representatives and/or associates will
not regard any other person as their client, nor will they be
responsible to anyone other than Bidco and Stonegate for providing
the protections afforded to clients of Nomura International plc nor
for giving advice in relation to any matter or arrangement referred
to in this Announcement. Neither Nomura International plc nor any
of its subsidiaries, branches or 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 Nomura International plc in
connection with this Announcement or any matter referred to
herein.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
as financial adviser to Bidco and Stonegate and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco and Stonegate for
providing the protections afforded to clients of Goldman Sachs
International, or for giving advice in connection with the matters
described in this Announcement or any matter referred to herein.
Neither Goldman Sachs International nor any of its subsidiaries,
branches or 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 Goldman Sachs International in connection with this
Announcement or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting as financial
adviser to Bidco and Stonegate and no one else in connection with
the matters described in this Announcement and will not be
responsible to anyone other than Bidco and Stonegate for providing
the protections afforded to clients of Barclays, or for giving
advice in connection with the matters described in this
Announcement or any matter referred to herein. Neither Barclays nor
any of its subsidiaries, branches or 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 Barclays in connection with
this Announcement or any matter referred to herein. In accordance
with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will
continue to act as exempt principal trader in EIG securities on the
London Stock Exchange. These purchases and activities by exempt
principal traders which are required to be made public in the
United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com. This
information will also be publicly disclosed in the United States to
the extent that such information is made public in the United
Kingdom.
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this Announcement or the
Scheme Document or otherwise in any jurisdiction in which such
offer or solicitation is unlawful.
FURTHER INFORMATION
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or solicitation of an offer to purchase, 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 Acquisition or otherwise nor shall
there be any sale, issuance or transfer of securities of EIG in any
jurisdiction in contravention of applicable law. The Acquisition
will be made solely pursuant to the terms of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
the offer document), which contains the full terms and conditions
of the Acquisition. Any decision in respect of the Scheme (or, if
applicable, the Takeover Offer), or other response in relation to,
the Acquisition should be made only on the basis of the information
contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
DISCLOSURE REQUIREMENTS OF CODE
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th 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 1% 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(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (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 purposes of Rule 8.3.
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).
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 Takeover 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 WEBSITE
I n accordance with Rule 26.1 of the Code, a copy of this
Announcement and the documents required to be published by Rule 26
of the Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on EIG's
website at www.eigroupplc.com and on Stonegate's website at
www.stonegatepubs.com by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of
doubt, the contents of those websites are not incorporated by
reference and do not form part of this Announcement.
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
OUPFIFFAFDITFII
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February 28, 2020 04:32 ET (09:32 GMT)
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