Offer Update
Restaurant Group PLC
23 January 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
FOR IMMEDIATE RELEASE 23 January 2004
THE RESTAURANT GROUP PLC
Response to ASK Central plc ('ASK Central') announcement regarding a possible
offer by TDR Capital LLP ('TDR') and Capricorn Ventures International
('Capricorn')
The board of The Restaurant Group notes today's announcement by ASK Central
regarding a possible offer by TDR and Capricorn.
The board of The Restaurant Group notes that the possible offer from TDR and
Capricorn is subject to a number of pre-conditions that include the finalisation
of debt financing to make the offer. It is still unclear whether any offer will
be forthcoming from TDR.
The cash and shares offer by The Restaurant Group made on 22 December 2003,
which is fully funded, remains the only offer available for acceptance by ASK
Central shareholders. In addition, as announced on 19 January 2004, the Office
of Fair Trading has decided, on the information currently available to it, not
to refer the merger of ASK Central and The Restaurant Group to the Competition
Commission under the provisions of the Enterprise Act 2002.
As at 3.00pm on 22 January 2004, The Restaurant Group had received acceptances
in respect of 45,535,157 ASK Central shares, representing approximately 47.3 per
cent of the issued share capital of ASK Central, up from 46.0 per cent at the
first closing date on 19 January 2004.
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 Restaurant
Group offer from the Directors of ASK Central.
The next closing date of The Restaurant Group's offer and the associated Mix and
Match facility is 3.00pm on 26 January 2004. To the extent they have not already
done so, ASK Central shareholders who wish to accept The Restaurant Group offer
should complete and return their Form of Acceptance by that date.
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.
Alan Jackson, Executive Chairman of The Restaurant Group, commented:
'This is the third announcement regarding a possible offer from TDR, but there
is still no offer from them capable of acceptance by ASK Central shareholders.
'We believe The Restaurant Group offer not only represents a business
combination with compelling strategic logic, but also provides ASK Central
shareholders with an attractive mix of cash value now and continued
participation in the future performance of the enlarged group.'
Words and expressions defined in the Offer Document and Listing Particulars
dated 22 December 2003 shall have the same meaning when used in this
announcement.
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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