Offer Update
Restaurant Group PLC
20 January 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
20 January 2004
Recommended Offer by Dresdner Kleinwort Wasserstein on behalf of The Restaurant
Group plc (formerly City Centre Restaurants plc) ('The Restaurant Group') for
ASK Central plc ('ASK Central')
Level of acceptances and extension of Offer
The board of The Restaurant Group announces that by 3.00 p.m. (U.K. time) on 19
January 2004, the first closing date of the Offer, valid acceptances of the
Offer had been received in respect of a total of 43,809,367 ASK Central Shares,
representing approximately 46.0 per cent. of the existing issued share capital
of ASK Central.
This total includes acceptances in respect of 7,126,548 ASK Central Shares,
representing approximately 7.5 per cent. of the existing issued share capital of
ASK Central, pursuant to the irrevocable undertakings to accept the Offer from
the Directors of ASK Central.
The Restaurant Group announces that it is extending the Offer (including the Mix
and Match Facility) for 7 days and that the next closing date will be 3.00 p.m.
(U.K. time) on 26 January 2004. To the extent they have not already done so,
ASK Central Shareholders who wish to accept the Offer should complete and return
their form of acceptance in accordance with the procedure set out in the Offer
Document.
The Restaurant Group is pleased to note that as announced yesterday the Office
of Fair Trading ('OFT') has decided, on the information currently available to
it, not to refer the merger to the Competition Commission under the provisions
of the Enterprise Act 2002.
Save as disclosed in this announcement, neither The Restaurant Group, nor any
persons acting, or deemed to be acting, in concert with The Restaurant Group
held any ASK Central Shares (or rights over ASK Central Shares) or has acquired
or agreed to acquire any ASK Central Shares (or rights over ASK Central Shares)
during the Offer Period.
Words and expressions defined in the Offer Document dated 22 December 2003 shall
have the same meaning when used in this announcement.
Commenting on the Offer, Alan Jackson, Executive Chairman of The Restaurant
Group, said:
'For a first closing this is an excellent level of support which I believe
demonstrates enthusiasm for the commercial and financial logic of the
combination of the two companies. The decision yesterday by the OFT not to refer
the merger to the Competition Commission is another step forward for the
transaction.'
Enquiries:
The Restaurant Group plc 020 7747 7750
Alan Jackson, Executive Chairman
Andrew Page, Group Managing Director
Dresdner Kleinwort Wasserstein 020 7623 8000
Charles Batten
Christopher Baird
College Hill 020 7457 2020
Matthew Smallwood
Dresdner Kleinwort Wasserstein Limited, which is authorised and regulated in the
UK by the Financial Services Authority, is acting exclusively for The Restaurant
Group and for no one else in connection with the Offer and the Placing and will
not be responsible to anyone other than The Restaurant Group for providing the
protections afforded to customers of Dresdner Kleinwort Wasserstein Limited, or
for affording advice in relation to the Offer and the Placing or any matters
referred to in this announcement.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails of, or by any facilities of a national, state or other securities
exchange of any US Restricted Jurisdiction, Canada, Australia, Japan or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of such jurisdiction and the Offer should not be accepted by any such use,
means, instrumentality or facility, or from within any US Restricted
Jurisdiction, Canada, Australia, Japan or any such other jurisdiction and doing
so may render invalid any purported acceptance of the Offer. Accordingly, copies
of this announcement and any documents related to the Offer are not being and
must not be mailed, forwarded, sent, transmitted or otherwise distributed in,
into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any
such other jurisdiction and all persons receiving such announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and must not distribute, forward, mail or transmit or send them
into or from any US Restricted Jurisdiction, Canada, Australia, Japan or any
such other jurisdiction.
END
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