Disposal

Restaurant Group PLC 23 November 2005 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE US, CANADA, AUSTRALIA OR JAPAN The Restaurant Group Plc (the 'Company') Sale of the business and assets of Caffe Uno for £33million in cash Intention to return up to £35 million to shareholders Introduction The Restaurant Group is pleased to announce that it has agreed to sell the business and assets of Caffe Uno to Craftbutton (trading as Paramount Restaurants Ltd) for a gross consideration of £33 million pounds in cash. Completion is expected on 12 December 2005. For the past four years, The Restaurant Group's strategy has been to focus on trading areas that have distinctive barriers to entry, good growth prospects and high returns. Caffe Uno has historically provided satisfactory returns and cashflows. However, the Directors believe that the High Street, where Caffe Uno operates, has become a more competitive environment and that spending patterns have become more focused on out of town locations with easy parking and access. The Directors believe that it is becoming increasingly difficult for Caffe Uno to produce the levels of sustainable growth in profits and cashflows that would, when set against The Restaurant Group's key objective of growing shareholder value, justify continuing and further developing the Caffe Uno business. Details of the transaction Caffe Uno operates 58 High Street Italian restaurants. The Restaurant Group has agreed to sell 53 of these units to Craftbutton for a gross cash consideration of £33 million. Craftbutton is jointly owned by JOHCM Private Equity and Dawnay Day Group, and currently operates restaurants under the Chez Gerard, Cafe Fish, Livebait and Bertorelli's brands. In connection with the sale certain usual warranties and indemnities have been given which are subject to conditions both in respect of quantum and period. The remaining five Caffe Uno units are already part of The Restaurant Group's active site management programme and will either be sold or rebranded. Additionally, The Restaurant Group operates three Caffe Uno derivatives within its airports business, under its Concessions division; these will continue to be run by the Company under licence from Paramount Restaurants Ltd. In the year ended 31 December 2004 the Caffe Uno business being sold had turnover of £36.2 million, EBIT of £4.9 million and gross assets of £24.8 million. For the half year ended 30 June 2005 the business had EBIT of £1.5 million compared to £2.3 million in the corresponding period for 2004 (all figures calculated under IFRS). Benefits of the transaction The sale of Caffe Uno will allow the Group to focus on its core activities in Leisure and Concessions, both of which the Directors believe have good growth prospects, and to reduce significantly its exposure to the challenging and highly competitive UK High Street environment. It will also allow the Group to direct further capital expenditure to the ongoing brands in its Leisure and Concessions divisions. The Directors believe that a key factor in continuing to grow shareholder value is the delivery of growing and sustainable profits and cashflows from The Restaurant Group's businesses. The quality of earnings produced from its Leisure and Concessions business is, the Directors believe, superior to those produced by the High Street businesses. Subsequent to the transaction The Restaurant Group will operate 164 restaurants in its Leisure division, 41 restaurants in Concessions, 29 Garfunkels and retain its 40% shareholding in Living Ventures. Use of Proceeds As at 30 June 2005 The Restaurant Group had net assets of £77.1 million and net borrowings of £40.1 million. The net proceeds will, initially, be used to reduce group indebtedness. Having considered the capital requirements of the ongoing group, the Board intends to return up to £35 million cash to shareholders. Any return is expected to be accompanied by a share consolidation, in order to assist comparability of share price, EPS and dividends. Relevant documents to shareholders will be despatched in due course, with the return of value expected to be made by the second quarter of 2006, subject to necessary approvals being received. As part of this transaction, The Restaurant Group has increased its banking facility by £10 million to £80 million. Financial Effects The Directors estimate that the net impact of the sale and return of capital will be broadly earnings neutral in the year ending 31 December 2006, based on the current share price. The sale is expected to give rise to a profit on sale of approximately £1.0 million (under IFRS). The above statements regarding earnings and profit on sale should not be construed as profit forecasts and shareholders should not assume that earnings per share of the Group will necessarily be higher or lower than in the previous year. Current trading Trading has continued in line with the Board's expectations with Group like for like sales for the year to date being +3%. Alan Jackson, Chairman of The Restaurant Group plc, said: 'Consistent with the strategy set out in 2002, the sale of Caffe Uno will leave the Group streamlined and focused on businesses that have demonstrated good growth. Non-High Street and well situated locations, with higher barriers to entry, are where the opportunity for future growth lies. The composition of The Restaurant Group's business means that we are now well placed to continue to deliver good growth in the future.' 23 November 2005 There will be a conference call for analysts at 8.45am. The dial-in details are: 020 7784 1015. Enquiries: The Restaurant Group plc 020 7747 7750 Alan Jackson, Executive Chairman Andrew Page, Group Managing Director Stephen Critoph, Finance Director College Hill Matthew Smallwood 020 7457 2020 Important Notice 1) The information in this announcement including, without limitation, references to the expected effect of the sale and intended return of value on the Company's future earnings per share should not be interpreted as a profit forecast nor should any information contained herein be interpreted to mean that the future earnings per share of the Company following the sale and intended return of value will necessarily match or exceed the historical published earnings per share. This announcement includes 'forward-looking statements'. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which could cause the actual results, performance or achievements of the Company or those markets and economies to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future and such assumptions may or may not prove to be correct. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation (other than pursuant to the Listing Rules of the UKLA) or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. 2) Prices and value of, and income from, shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should contact an independent financial adviser. This information is provided by RNS The company news service from the London Stock Exchange
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