Publication of Prospectus and Circular

RNS Number : 1034H

Restaurant Group PLC

12 November 2018

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2016.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. 

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.

ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS ONCE PUBLISHED.

12 November 2018

THE RESTAURANT GROUP PLC

Publication of Prospectus and Circular

Further to the announcement of the Company earlier this morning relating to the Rights Issue, the Company announces that the combined Class 1 circular and prospectus, in respect of the proposed Rights Issue and the proposed acquisition of Wagamama (the "Prospectus") was approved today by the Financial Conduct Authority. The Prospectus and form of proxy will be posted to shareholders today and the Prospectus has been published on the Company's website at www.trgplc.com.

Copies of the Prospectus have been submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/nsm.

Copies of the Prospectus and form of proxy will also be available from the Company's offices at 5-7 Marshalsea Road, London SE1 1EP.

For further information, please contact:

The Restaurant Group plc Andy McCue, Chief Executive Officer Kirk Davis, Chief Financial Officer	Tel: [phone]
MHP Communications (Financial PR adviser) Oliver Hughes Andrew Jaques Simon Hockridge Alistair de Kare-Silver	Tel: [phone]
RBC Capital Markets (Lead financial adviser) Andrew Diggles Alexander Thomas	Tel: [phone]
J.P. Morgan Cazenove (Sponsor, joint financial adviser, joint corporate broker and underwriter) Toby Radford / Behzad Arbabzadah Virginia Khoo / Anne Ross	Tel: [phone]
Numis Securities Limited (Joint corporate broker) Matt Lewis George Price	Tel: [phone]

A copy of this announcement will be made available at www.trgplc.com. The person responsible for this announcement on behalf of TRG is Kirk Davis, the Chief Financial Officer of the Company.

RBC Europe Limited ("RBC") is acting as lead financial adviser to TRG in connection with the Acquisition. J.P. Morgan Securities Plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("JPMC") is acting as financial adviser and sponsor to TRG in connection with the Acquisition and as underwriter on the Rights Issue.

IMPORTANT NOTICE

All capitalised terms in this announcement have the meaning given to them in the announcement made by the Company at 7.00 a.m. on 12 November 2018, unless otherwise defined herein.

This announcement does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.

Any offer to acquire the Company's securities pursuant to the proposed Rights Issue referred to in these materials will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the United Kingdom in connection with such Rights Issue. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.

The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa, or any other jurisdiction where to do so would constitute a violation of the securities laws of such jurisdiction. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States, Australia, Canada, Hong Kong, Japan or South Africa.

The securities mentioned herein (the "Securities") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States. The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration under the Securities Act or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering in the United States and the Securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States, or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering or the Prospectus or the accuracy or adequacy of any of the documents or other information contained therein. Any representation to the contrary is a criminal offence in the United States.

There will be no public offering of securities in the United States, Australia, Canada, Hong Kong, Japan or South Africa, or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in any jurisdiction. Persons needing advice should consult an independent financial adviser. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations. This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

RBC Europe Limited is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.  RBC Europe Limited is acting exclusively for TRG and no one else in connection with the Acquisition or any other matter referred to in this announcement and will not be responsible to anyone other than TRG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.  Neither RBC Europe Limited nor its parent nor any of their 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 its client in connection with this announcement, any statements contained herein or otherwise

JPMC is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.  JPMC is acting exclusively for TRG and no one else in connection with the Acquisition and the Rights Issue or any other matter referred to in this announcement and will not be responsible to anyone other than TRG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition and the Rights Issue or any other matter referred to in this announcement.  Neither JPMC 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 its client in connection with this announcement, any statements contained herein or otherwise.

Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Numis is acting exclusively for TRG and no one else in connection with the Acquisition and the Rights Issue or any other matter referred to in this announcement and will not be responsible to anyone other than TRG for providing the protections afforded to its clients nor for providing advice in relation to the Acquisition and the Rights Issue or any other matter referred to in this announcement. Neither Numis 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 its client in connection with this announcement, any statements contained herein or otherwise.

Save for the responsibilities and liabilities, if any, of each of RBC, JPMC and Numis under FSMA or the regulatory regime established under FSMA, each of RBC, JPMC and Numis assumes no responsibility whatsoever and makes no representations or warranties, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the company, or on the company's behalf, or by RBC, JPMC and Numis, or on any of their behalf, and nothing contained in this announcement is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company or the Acquisition. Each of RBC, JPMC and Numis disclaims to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this announcement or any such statement.

The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, RBC, JPMC or Numis that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions.

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 [e-mail] or visit www.rns.com.

 

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