Proposed All-Share Acquisition of TGI Fridays, Inc

Hostmore PLC

16 April 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. THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A PROSPECTUS AND CIRCULAR IN RELATION TO THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT MAY BE PUBLISHED IN DUE COURSE. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

16 April 2024

Hostmore plc

Heads of terms agreed regarding a proposed all-share acquisition of TGI Fridays, Inc.

Transformational combination would bring together TGI Fridays' largest franchisee with the global franchisor

Hostmore shareholders expected to benefit from the improved operating model of the Combined Group and the stronger valuation multiples typically ascribed to global franchisor businesses

Hostmore plc ("Hostmore" or the "Company") announces that it has reached agreement on a non-binding basis for a proposed all-share acquisition of TGI Fridays, Inc. (including affiliates, "TGI Fridays") (the "Proposed Transaction"). TGI Fridays is the global hospitality business that owns the American-themed casual dining brand "TGI Fridays" which is the Company's franchisor. TGI Fridays primarily operates through franchising and licensing agreements in the US and in 43 international markets. It also operates a network of company-owned stores in the US.

The parties have agreed that the Proposed Transaction would result in existing Hostmore shareholders holding a 36% shareholding in the enlarged business upon completion (the "Combined Group"), with TGI Fridays shareholders holding a 64% shareholding in the Combined Group.

The Proposed Transaction is being negotiated on an exclusive basis and is subject to, among other things, completion of confirmatory due diligence and the parties entering into binding transaction documentation. The Proposed Transaction would be classified as a Reverse Takeover under the Listing Rules of the Financial Conduct Authority ("FCA") and therefore would be conditional upon the approval of an ordinary resolution by existing Hostmore shareholders. Should the parties enter into binding transaction documentation, a summary of the material terms and conditions of such documentation will be set out in a further announcement in due course.

Highlights of the Proposed Transaction include:

·      TGI Fridays is expected to be purchased for an enterprise value of £177 million, or approximately 5.4x TGI Fridays' FY23 underlying EBITDA, representing a highly attractive acquisition multiple for a large, established global franchisor

·      The Combined Group would have had underlying FY23 revenue of approximately £490 million, an approximately 9% EBITDA margin, and Free Cash Flow of more than £30 million

·      Hostmore shareholders would benefit from a material shareholding in the capital-light franchise and licensing fee business of the Combined Group, which achieves high margins and strong cash flow conversion

·      Similar London and internationally listed franchisor businesses currently trade at an enterprise valuation multiple averaging 14x EBITDA, representing a significant re-rating opportunity for Hostmore shareholders

·      Combined Group would have significantly increased scale, as well as improved strategic, operational, and financial flexibility

·      Increased stability of earnings and cash flow of the Combined Group would be expected from diversified business channels and geographies

·      Combined Group expected to continue utilising Hostmore's revised capital allocation policy framework set out in May 2023, prioritising debt reduction and shareholder returns

·      Hostmore governance structure expected to be utilised for the Combined Group, with Chairman, Senior Independent Director, and Board Committee chairs continuing in same roles after completion

·      Combined Group expected to be renamed "TGI Fridays plc", with its shares admitted to trading on the London Stock Exchange's Main Market under the share ticker "TGIF"

·      Combined prospectus and shareholder circular currently expected to be published in Q3 2024, with shareholder vote and completion of the Proposed Transaction by the end of Q3 2024

The financials below represent underlying, adjusted figures for both TGI Fridays and Hostmore with full details of the adjustments made detailed in Appendix 1 and Appendix 2.

Composition of Combined Group:

FY 2023 (Financials in £ millions)		TGI Fridays	Hostmore
Revenue		306	191
EBITDA		33	12
	EBITDA Margin	11%	6%
Operating Cash Flow		36	12
Capital Expenditures		12	5
	Free Cash Flow	25	7
Net Debt		134	25
	Net Debt / EBITDA	4.1x	2.1x
Corporate Stores		100	89
Franchised Stores		493	-
	Total Stores	593	89
Employees		4,447	4,380

Combined Group by Business Segment:

		TGI Fridays
FY 2023 (Financials in £ millions)		Franchise & Licensing Fees	Corporate Stores	Group Marketing & Central Costs	Group		Hostmore
Stores		493	100	-	593		89
Revenue		48	258	-	306		191
Segment EBITDA		31	16	(14)	33		12
	EBITDA Margin	66%	6%	-	11%		6%

Stephen Welker, Chairman of Hostmore, said: "I am pleased to announce that we are in advanced discussions with TGI Fridays on the terms of a proposed transaction, which would reunite two businesses that are a natural fit, and were one business until as recently as 2014.

Hostmore has made good progress in executing its turnaround strategy over the past year by reducing costs, revising our capital allocation policy to focus on debt repayment and shareholder distributions, and pursuing high ROI organic growth initiatives. I want to thank Julie McEwan, our CEO, Matthew Bibby, our CFO, and their colleagues, both in store and at executive levels, for their tireless efforts to put Hostmore in a stronger position which has led to the possibility of this compelling strategic transaction.

This acquisition would give us the scale and flexibility to accelerate our existing strategy and enhance the financial outlook for Hostmore and scope for shareholder returns, while also strengthening our ability to provide an exceptional guest experience by harnessing our distinctive, trusted brand as the home of celebrations. We look forward to presenting our existing and new shareholders with the opportunity to participate in the significant value creation potential of the combined group going forward."

Rohit Manocha, Chairman of TGI Fridays, said: "Today marks an exciting moment for the next chapter of the TGI Fridays story, as we continue to drive forward our brand revitalisation strategy. Bringing together TGI Fridays with our leading franchisee partner in Hostmore, in our largest international market, the United Kingdom, has a compelling and highly complementary strategic logic to it.

Our two companies share close ties and have a longstanding, excellent working relationship and mutual respect. A combined group would stand to gain from our focused efforts with the benefit of greater combined scale, efficiencies and flexibility.

By joining forces with Hostmore, this would support our long-term organic growth strategy and enable us to better harness TGI Fridays' global franchising and licensing infrastructure. I look forward to the prospect of working with the teams at Hostmore as a part of a new ownership structure, to ensure we keep delivering 'That Fridays Feeling' that our guests across the world know and love."

Further Information

About Hostmore

·      Hostmore is a UK hospitality business with its current operations focused on the American-themed casual dining brand, 'TGI Fridays', and the fast casual dining brand, 'Fridays and Go'

·      Hostmore is TGI Fridays' largest franchisee globally, with a successful track record in TGI Fridays' largest international market

·      The Company operates 89 stores across the UK and has approximately 4,380 employees

About TGI Fridays

·      TGI Fridays is a global hospitality business focused on the American-themed casual dining brand of 'TGI Fridays', with the first TGI Fridays store opened in 1965 at 63^rd Street and 1^st Avenue in Manhattan

·      TGI Fridays is an iconic American brand with global recognition and a loyal customer base, with stores in 30 US states and 43 other countries

·      TGI Fridays is the master franchisor to 493 franchised stores, with 128 located in the US, 89 in the UK (the Hostmore portfolio), and 276 across a further 42 countries. It has 4,447 employees

·      The TGI Fridays group operates 100 US company-operated stores, with a focus on the highest quality stores and locations

·      FY23 total global systemwide restaurant sales of $1.4 billion, comprising $672 million in the US and $708 million in international markets. In addition, there were $67 million of Consumer Packaged Goods ("CPG") licensing sales

·      Underlying FY23 revenue was $381 million and EBITDA was $41 million

·      Licensing retail sales of branded 'TGI Fridays' products - the CPG business offers a large breadth of TGI Fridays' most iconic in-store offerings and has reached 100k+ retail end doors

·      TGI Fridays has developed a substantial off-premise and delivery platform through its website and proprietary app, as well as partnerships with third-party delivery service providers

·      TGI Fridays has been majority-owned by funds managed by TriArtisan Capital Advisors LLC or its predecessors ("TriArtisan") since 2014

About TriArtisan

·      TriArtisan was formed in 2002 and it invests and manages private equity capital provided by a broad roster of institutions including sovereign wealth funds, alternative asset managers, and family offices

·      TriArtisan is a long-standing and successful investor in the restaurant sector, with current investments in PF Changs, Hooters, and 3C, alongside TGI Fridays

Compelling strategic and financial rationale for both companies

The key benefits of the Proposed Transaction to both sets of shareholders would include:

The Combined Group would benefit from a significant increase in operational and financial scale

·      Significant expansion in the Combined Group's footprint, with 404 franchised and 189 company-operated stores, across 44 countries

·      The acquisition of TGI Fridays would materially increase the scale of Hostmore, with TGI Fridays having FY23 global systemwide restaurant sales of $1.4 billion and benefiting from the predictable and high margin revenue of the franchised stores

Improved strategic, operational, and financial flexibility with scope for synergies

·      Expected improved cash generation of the Combined Group would facilitate capital deployment into the operating business and the potential for an acceleration of shareholder returns as part of a disciplined capital allocation policy

·      Potential for cost synergies through rationalisation of duplicative central costs and efficiencies in sourcing, operations and marketing

·      The Proposed Transaction would eliminate the restrictions on Hostmore arising from its franchise agreement with TGI Fridays and would give the Combined Group greater flexibility and autonomy to pursue its strategic priorities

·      Combination of UK and US-owned store business and shared management for the Combined Group would enable improved sharing of know-how across the US and UK markets

Attractive capital light franchise and licensing fee businesses in addition to owned stores

·      TGI Fridays' 493 franchise stores operated by 57 franchisees comprise 83% of the overall store base

·      Franchisee royalties are a predictable, recurring revenue stream with an innately high margin and high cash flow conversion

·      Well-capitalised franchisee base who are strong operators with resources to grow

·      Well-developed consumer products licensing business with incremental growth potential outside of the US

·      Existing pipeline of new product offerings being introduced to drive continued growth

TGI Fridays has developed a substantial off-premise and delivery platform to drive incremental sales and reach new customers

·      Off-premise sales driven through TGI Fridays' website and through partnerships with third-party delivery service providers

·      Total off-premise sales comprise c.25% of total sales with c.40% through TGI Fridays' proprietary channels in FY23

·      Provides a potential new growth lever through increasing customer numbers and margin enhancement

Improved access to capital and stable long-term financing

·      The Combined Group would be larger and more diverse providing improved access to capital

·      This would provide the Combined Group with flexible long-term financing

·      TGI Fridays is undergoing a refinancing with new lenders, which is expected to be completed on or before the date of the Proposed Transaction completing

·      A part of TGI Fridays' strategy is to monetise certain ancillary licensing assets to substantially reduce its debt

Financial highlights of TGI Fridays

·      TGI Fridays FY23 total underlying revenue was $381 million, with $321 million from company-operated stores, $29 million from US franchised stores, $28 million from international franchised stores, and $3 million from licensing and sourcing

·      TGI Fridays FY23 segment underlying EBITDA was $19 million from company-operated stores, $12 million from US franchised stores, $24 million from international franchised stores, and $3 million from licensing and sourcing

·      After group marketing and central costs, FY23 underlying EBITDA was $41 million

·      TGI Fridays FY23 underlying Free Cash Flow was $31 million, with Free Cash Flow Conversion of 75%

Key terms of the Proposed Transaction

·      The Combined Group would be chaired by Stephen Welker, Hostmore's Chairman, who has noted his intention to retire from the Board at the 2025 Annual General Meeting ("AGM"), subject to the completion of the Proposed Transaction. Rohit Manocha, Co-Founder of TriArtisan, would become Chairman-designate on the completion of the Proposed Transaction and become non-executive Chairman of the Combined Group at the conclusion of the 2025 AGM

·      Other non-executive directors of the Combined Group are currently expected to be:

o  David Lis - Senior Independent Director (current Hostmore Senior Independent Director)

o  Andrew Blurton - Audit and Risk Committee Chair (current Hostmore Audit and Risk Committee Chair)

o  Helena Feltham - Remuneration Committee Chair (current Hostmore Remuneration Committee Chair)

o  Anil Yadav - TriArtisan investor in TGI Fridays and a significant franchisee

o  Two other representatives nominated by TGI Fridays

·      The Combined Group would be led by Weldon Spangler as Chief Executive Officer and Nik Rupp as Chief Financial Officer, presently being in the same roles at TGI Fridays

·      Julie McEwan and Matthew Bibby would continue as Chief Executive Officer and Chief Financial Officer, respectively, of the UK business. Mr. Bibby would have the additional role of Head of Investor Relations for the Combined Group

·      The Proposed Transaction would be consistent with Hostmore's existing strategy to prioritise debt reduction and shareholder returns. Combining Hostmore and TGI Fridays, two highly complementary businesses with significantly enhanced scale and committed long term funding, would accelerate this strategy and is expected to provide the opportunity for greater shareholder distributions

·      Upon completion of the Proposed Transaction, it is anticipated that Hostmore shareholders would own 36% and TGI Fridays shareholders would own 64% of the Combined Group

·      Combined Group expected to be renamed "TGI Fridays plc", and would have its shares re-admitted to trading on the London Stock Exchange's Main Market under the share ticker "TGIF"

Conditionality and timing to Completion

·      The Proposed Transaction is subject to, among other things, completion of confirmatory due diligence and the parties entering into binding transaction documentation

·      The Proposed Transaction would be classed as a Reverse Takeover under the Listing Rules of the FCA and accordingly would be conditional, amongst other things, on the approval of existing Hostmore's shareholders, by ordinary resolution, at a general meeting of Hostmore (the "General Meeting")

·      The Proposed Transaction would result in TriArtisan, MFP Partners and certain other existing TGI Fridays shareholders ultimately holding an aggregate interest equal to more than 60% of the total voting rights of the Combined Group. The parties anticipate that the Proposed Transaction would, therefore, be conditional on a Rule 9 whitewash waiver in order to disapply mandatory offer requirements

·      TriArtisan and MFP Partners, TGI Fridays' current principal owners, would enter into a relationship agreement with the Combined Group to govern the continuing relationship between the parties following completion of the Proposed Transaction

·      The listing of Hostmore's ordinary shares on the premium listing segment of the Official List would be cancelled upon completion. Applications would be made to the FCA for the ordinary shares to be re-admitted to the premium listing segment of the Official List (or its successor should the FCA's listing reforms have been implemented by Completion) and to the London Stock Exchange to be re-admitted to trading on the main market for listed securities ("Re-admission"). Re-admission would be expected to occur immediately following (or as soon as practicable after) Completion

·      Should the Proposed Transaction be agreed, Hostmore would expect to publish a combined circular and prospectus for the Proposed Transaction, including the notice of General Meeting (the "Combined Circular and Prospectus") in Q3 2024. The Hostmore and TGI Fridays financial information presented in the Combined Circular and Prospectus will be audited and shown in IFRS and in line with Hostmore's accounting policies

·      Completion would be expected to occur during Q3 2024, subject to the satisfaction of all conditions, including, but not limited to, shareholder approval and any necessary regulatory approvals

Trading Update for Hostmore

·      Preliminary financial results for Q1 2024 are as follows:

o  Revenue, on a like-for-like ("LFL") basis versus Q1 2024, declined by 7%, due principally to reduced consumer demand across the sector

o  Despite the revenue decline, unadjusted FRS102 EBITDA in the quarter was £0.3 million, representing an improvement of £3.2 million on Q1 2023. Each month of the quarter showed increased improvement versus the prior year, with March 2024 being £1.8 million ahead of the same period in FY23

o  Consolidated net bank debt at the quarter-end was £26.1 million, in line with expected seasonality and consistent with the forecasted position for the end of fiscal year 2024

·      Guest sentiment scores continue to improve following a renewed focus on the guest experience initiated during FY23

·      Preliminary testing of Hostmore's direct-to-consumer organic growth initiative was commenced, focusing on maximising the efficiency and effectiveness of the loyalty app and email database in driving repeat customer visits

·      The Company is in the process of negotiating a restated bank facility agreement with its lending banks, to extend the maturity date to 1 January 2026 from 1 January 2025

·      The Company expects to publish its FY23 preliminary results by the end of April

Trading Update for TGI Fridays

·      Q1 2024 systemwide restaurant sales were £247 million, a decline of £31 million versus the same period in FY23  

·      Underlying revenue for the Franchise & Licensing segment for Q1 2024 was £9 million

o  International franchise revenue was £5 million, broadly flat on the prior year

o  US franchise revenue was £3 million, £1 million below prior year for royalty and fees, primarily as a result of store closures and weaker consumer demand across the sector, and £2 million decrease in pass-through franchisee marketing contribution

o  Licensing revenue was less than £1 million and remained flat for Q1 2024 as compared to the same period in FY23

·      Underlying revenue for the US Corporate Stores for Q1 2024 was approximately £57 million

o  LFL revenue declined by 23%, due principally to reduced consumer demand across the sector and heavy promotional spend and discounting by key competitors, however there were month on month improvements throughout the quarter

·      The focus on guest experience has had a marked effect on guest sentiment in the US, with Q1 2024 scores showing significant improvement over Q4 2023

·      Underlying EBITDA in the quarter was £7 million

Enquiries

Hostmore

Stephen Welker, Chairman

Matthew Bibby, Chief Financial Officer

Tel: [phone]

Email: [e-mail]

Deutsche Numis (Financial Adviser to Hostmore)

Stuart Dickson

Alec Pratt

Jonny Abbott

Jack McLaren

Tel: [phone]

Dentons Global Advisors (Public Relations Adviser to Hostmore)

Jonathon Brill

James Styles

Tel: [phone]

Email: [e-mail]

TGI Fridays

Weldon Spangler, Chief Executive Officer

Nik Rupp, Chief Financial Officer

Dishen Patel, Chief Implementation Officer

Tel: [phone]

TriArtisan

Rohit Manocha Co-Founder and Managing Director

Michael Prescott, Vice President

Tel: [phone]

Global Leisure Partners (Financial Adviser to TGI Fridays)

Mark Harms

Simon Dunn

Tel: [phone]

RF Binder (Public Relations Adviser to TGI Fridays)

Atalanta Rafferty

Jim Furrer

Tel: [phone]

Email: [e-mail]

Appendix I - Additional Financial Information

Summary unaudited US GAAP financial information for TGI Fridays

The TGI Fridays 2023 unaudited Financial Statements reflect the results of operations, financial position, cash flows, capital expenditure and net debt of the business in conformity with US GAAP.

$ million		Year ended 31 December 2023
US GAAP
Revenue		502
EBITDA		39
Net income		(33)
Operating cash flow		40
Capex		14
Free Cash Flow		26
Net Debt		294

The revenue and EBITDA provided in the TGI Fridays 2023 Financial Statements reflect the perimeter of the Transaction with the exception of the store closures / refranchisings, divestitures and cost savings, which as detailed below have, or are expected to be, implemented since 25 December 2023.

The financial information on TGI Fridays in this announcement is provided for background information only and has not been independently verified by Hostmore.

Summary unaudited financial information adjusted for the transaction perimeter

The revenue, EBITDA and Free Cash Flow figures derived from the TGI Fridays 2023 unaudited Financial Statements are not adjusted for:

(i)    Approximately $121 million decrease in revenue related to the closure of 50 underperforming company-owned units, closed between January 2023 and April 2024 (during Q1 2024 36 loss-making stores were closed, representing an aggregate $11.5 million loss during 2023), the annualised effect of the refranchising of 8 company-owned units, as well as the divestiture of certain ancillary licensing assets of TGI Fridays. These closures were part of TGI Fridays' ongoing strategy to streamline the store portfolio and field operations to focus on its highest performing and most profitable units. The divestiture discussions are at an advanced stage

(ii)    Approximately $2 million increase in EBITDA related to the combination of: a rationalisation of G&A expenses within the corporate headquarters and field operations, in addition to the savings from the closure of the underperforming units, which in aggregate more than offsets the reduction in EBITDA from the divestiture of the licensing assets

(iii)   Approximately $5 million increase in cash flow which reflects the reduction in capital expenditure and cash generation of the resultant business after the closures and divestitures

(iv)   The monetisation of the licensing assets is expected to facilitate an ongoing reduction in TGI Fridays outstanding debt and an ongoing refinancing of the remaining debt on attractive terms

The tables below show underlying revenue, underlying EBITDA and underlying Free Cash Flow if these unaudited adjustments had been made to the reported 2023 revenue, EBITDA and Free Cash Flow. This financial information is provided for background information only and does not represent the final numbers that will be reported in the Combined Circular and Prospectus under IFRS and Hostmore's accounting policies.

$ million	Year ended 31 December 2023
US GAAP
Revenue (US GAAP)		502
Adjustments		(121)
Underlying Revenue		381
EBITDA (US GAAP)		39
Adjustments		2
Underlying EBITDA		41
Operating cash flow (US GAAP)		40
Capex (US GAAP)		14
Adjustments		5
Underlying Free Cash Flow		31

In accordance with the Listing Rules, the Combined Circular and Prospectus when published will include full audited historic three year financial information on TGI Fridays prepared in accordance with IFRS, in a form consistent with the accounting policies adopted by Hostmore in its own annual consolidated financial statements. Such IFRS financial information will differ from the unaudited financial information on TGI Fridays set out above.

Unaudited statutory financial information on Hostmore

The financial information below in relation to Hostmore has been extracted from FRS102 unaudited management financial information for the year ended 31 December 2023.

£ million		Year ended 31 December 2023
FRS102
Revenue		191
EBITDA		2
Operating cash flow		2
Capex		5
Free Cash Flow		(3)
Net Debt		25

Unaudited underlying financial information on Hostmore

The figures presented below are after receiving the full year benefit of certain initiatives and disposals undertaken in FY23:

·      Normalised utility pricing

·      Full year benefit of cost reduction initiatives undertaken in FY23

·      Full year benefit of sustaining prices at the levels at the end of FY23

·      Full year benefit from closure of loss-making stores

·      Adjustment for one-off redundancy expenses

·      Full year cost if National Minimum Wage increase applied throughout FY23

£ million		Year ended 31 December 2023
FRS102
Revenue		191
Underlying EBITDA		12
Operating cash flow		12
Capex		5
Free Cash Flow		7
Net Debt		25

Illustrative unaudited underlying financial information on the Transaction

Year ended 31 December 2023		TGI Fridays		Hostmore
		$ million US GAAP	£ million US GAAP	£ million FRS102
Revenue		381	306	191
EBITDA		41	33	12
Operating cash flow		45	36	12
Capex		14	12	5
Free Cash Flow		31	25	7
Net Debt		171	134	25

In accordance with the Listing Rules, the Circular and Prospectus when published will include pro forma financial information on the Combined Business prepared in accordance with IFRS. Such information will differ from the illustrative information set out above.

Appendix 2 - Sources and Bases of Information

Unless otherwise stated in this announcement:

(1)   Free Cash Flow refers to operating cash flow (before the impact of interest) after capital expenditure.

(2)   Free Cash Flow Conversion is defined as Free Cash Flow divided by EBITDA.

(3)   References to EBITDA for Hostmore and TGI Friday's refer to an EBITDA figure adjusted for certain non-underlying items.

(4)   Revenue, EBITDA, operating cash flow, Free Cash Flow, and Capex figures presented in GBP where the original figure is in USD assume a 1.24 $/£ foreign exchange rate, which is the average exchange rate in 2023 from Bloomberg.

(5)   Net debt and non-controlling interest figures presented in GBP where the original figure is in USD assume a 1.27 $/£ foreign exchange rate from Bloomberg as of 31 December 2023.

(6)   TGI Fridays Q1 figures presented in GBP where the original figure is in USD assume a 1.27 $/£ foreign exchange rate from Bloomberg, which is an average exchange rate from 1 January 2024 to 29 March 2024.

(7)   Hostmore's figures represent Hostmore's FY23 preliminary results, shown in FRS 102; all figures are preliminary estimates and are unaudited. They are also presented on an underlying basis assuming receiving the full year benefit of certain initiatives and disposals undertaken in FY23 as detailed in Appendix 1.

(8)   TGI Fridays' figures are preliminary estimates and are unaudited and are subject to change following the conversion of TGI Fridays' results from U.S. GAAP to IFRS and using IFRS-consistent accounting policies adopted by Hostmore, among other factors. They also represent the continuing business after expected divestment of certain ancillary licensing assets and the closure or refranchising of 58 company-owned stores between 2023 and April 2024.

(9)   Any figures stated for the Combined Group are for illustrative purposes, are based on FY23 accounts for TGI Fridays and Hostmore adjusted for divestments and restructuring actions undertaken by both TGI Fridays and Hostmore, and are subject to change following conversation of TGI Fridays' results from U.S. GAAP to IFRS and using IFRS-consistent accounting policies adopted by Hostmore, among other factors.

(10) Currently Hostmore pays TGI Fridays a franchise fee of 4% of revenue, which for FY23 equated to £8 million; TGI Fridays' underlying FY23 revenue and EBITDA is presented inclusive of this fee, and Hostmore's FY23 underlying EBITDA is presented after incurring this fee; if the Proposed Transaction is completed, Hostmore's stores would become corporate stores and no longer be franchised stores that are subject to a franchise fee.

(11) TGI Fridays' store count is presented as of 15 April 2024 on an underlying basis for the continuing business after the closure or refranchising of 58 company-owned stores. The franchise store count includes the Hostmore stores which would become TGI Fridays' company stores if the Proposed Transaction is completed.

(12) Purchase value represents an enterprise value of £177 million, based on:

a.   224 million Hostmore shares being issued to the TGI Fridays' shareholders at Hostmore's 18.0p closing share price on 15 April 2024;

b.   $2.5 million of TGI Fridays non-controlling interest; and

c.   $171 million of TGI Fridays net debt (adjusted for the expected divestment of certain ancillary licensing assets and completion of TGI Fridays refinancing).

(13) The implied enterprise value multiple of 5.4x TGI Fridays' FY23 underlying EBITDA is calculated based on:

a.   TGI Fridays' FY23 underlying EBITDA of $41 million (as described herein); and

b.   An enterprise value of £177 million as calculated above.

(14) The comment that "similar London and internationally listed franchisor businesses currently trade at an enterprise valuation multiple averaging 14x EBITDA" is made with reference to the mean average December 2023 EV/EBITDA multiple for McDonald's Corp, Starbucks Corp, Yum! Brands Inc, Restaurant Brands International Inc, Domino's Pizza Inc, Wendys Co, Domino's Pizza Enterprises Ltd, Papa John's International Inc, Domino's Pizza Group PLC, Dine Brands Global Inc., and Denny's Corp sourced from Refinitiv Eikon, as at 12 April 2024.

IMPORTANT NOTICE

Numis Securities Limited (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Hostmore and no one else in connection with the Proposed Transaction and the matters described in this announcement and will not be responsible to anyone other than Hostmore for providing the protections afforded to clients of Deutsche Numis, or for providing advice in connection with the Proposed Transaction or any other matter referred to herein. Neither Deutsche Numis nor any of its group undertakings 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 Deutsche Numis in connection with the Proposed Transaction, this announcement or any matter referred to herein.

Neither Deutsche Numis nor any of its group undertakings or affiliates accepts any responsibility or liability whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with Hostmore or the Proposed Transaction, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect. To the fullest extent permitted by law, Deutsche Numis and its group undertakings and affiliates accordingly disclaim all and any responsibility or liability (whether direct or indirect, whether in contract, in tort, under statute or otherwise) which they might otherwise have in respect of this announcement or any statement contained therein.

Global Leisure Partners LLC ("GLP"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and registered with the Securities and Exchange Commission in the US as an authorised Broker Dealer and is a FINRA member firm, is acting exclusively for TGI Fridays and no one else in connection with the Proposed Transaction and the matters described in this announcement and will not be responsible to anyone other than TGI Fridays for providing the protections afforded to clients of GLP or for providing advice in relation to the proposed Transaction or any other matter referred to herein.

This announcement does not constitute an invitation to underwrite, subscribe for, or otherwise acquire or dispose of any shares or other securities in Hostmore and it is not intended to form a basis of any investment decision. This announcement contains certain forward-looking statements, regarding our intentions, beliefs or current expectations concerning, amongst other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the economic and business circumstances occurring from time to time in the countries and markets in which the Company operates.

These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "could," "may," "would," "should," "intend," "plan," "potential," "predict," "will," "expect," "estimate," "project," "positioned," "strategy," "outlook", "target" and similar expressions. These forward-looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Hostmore, TGI Fridays and TriArtisan's current view, as applicable, with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Hostmore or TGI Fridays', results of operations, financial position, liquidity, prospects, growth or strategies and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Save as required by law or regulation, Hostmore, TGI Fridays and TriArtisan disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement. Nothing in this announcement should be construed as a profit estimate or profit forecast and no statement in this announcement should be interpreted to mean that earnings per share of Hostmore for the current or future financial years would necessarily match or exceed the historical published earnings per share of Hostmore.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and 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 and regulations of jurisdictions outside the United Kingdom.

This announcement and the information contained herein is not intended for publication or distribution in, and does not constitute an offer of securities in, the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia ("United States")), Canada, Australia, Japan or the Republic of South Africa, or in any other jurisdiction where such distribution or offer may constitute a breach of any law or regulatory requirement. The Company has not registered and does not intend to register its securities under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States, or to conduct a public offering of any securities in the United States.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Except as explicitly stated, none of the content of Hostmore, TGI Fridays and TriArtisan's websites, nor any website accessible by hyperlinks on Hostmore, TGI Fridays and TriArtisan's websites, nor any other website, is incorporated in, or forms part of, this announcement.

 

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