Results of Rights Issue

RNS Number : 4612K

Restaurant Group PLC

14 December 2018

 

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. 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.  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.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

14 December 2018

THE RESTAURANT GROUP PLC

RESULTS OF RIGHTS ISSUE

The Restaurant Group plc ("TRG" or the "Company") today announces that the 13 for 9 Rights Issue at 108.5 pence per New Ordinary Share announced on 12 November 2018 closed for acceptances at 11.00 a.m. (London time) on 13 December 2018. The Company received valid acceptances in respect of 267,259,143 New Ordinary Shares (being the "Subscribed Shares"), representing approximately 92.02 per cent. of the total number of New Ordinary Shares offered to Qualifying Shareholders pursuant to the fully underwritten Rights Issue.

It is expected that the Subscribed Shares in uncertificated form will be credited to CREST accounts as soon as practicable after 8.00 a.m. on 14 December 2018 and that definitive share certificates in respect of the Subscribed Shares in certificated form will be despatched by post by no later than 31 December 2018.

It is expected that the New Ordinary Shares will commence trading, fully paid, on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 14 December 2018.

Following the Rights Issue closing for acceptances, the Company is pleased to announce that it currently expects Completion to occur on 21 December 2018.

In accordance with its obligations as Underwriter in respect of the Rights Issue as set out in the combined circular and prospectus dated 12 November 2018 (the "Combined Circular and Prospectus"), J.P. Morgan Cazenove ("JPMC") will use reasonable endeavours to procure subscribers for the remaining 23,169,687 New Ordinary Shares not taken up in the Rights Issue (the "Unsubscribed Shares"), failing which JPMC has agreed to subscribe for any remaining Unsubscribed Shares.

The net proceeds from the placing of such Unsubscribed Shares (after the deduction of the Rights Issue Price of 108.5 pence per Unsubscribed Share and the expenses of procuring subscribers including any applicable brokerage and commissions and amounts in respect of VAT which are not recoverable, if any) will be paid (without interest) to those persons whose rights have lapsed in accordance with the terms of the Rights Issue, pro rata to their lapsed provisional allotments, save that individual amounts of less than £5.00 will not be paid to such persons but will be paid to the Company.

A further announcement as to the number of Unsubscribed Shares for which subscribers have been procured will be made in due course.

Following the allotment of the Subscribed Shares, the Company has 468,326,543 fully paid ordinary shares of 28.125 pence each in issue. The Company holds no ordinary shares in treasury. Therefore, as at 14 December 2018, the total number of voting rights in the Company is 468,326,543. This figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change in their interest in, the Company under the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority.

Capitalised terms used in this announcement have the meanings given to them in the Combined Circular and Prospectus, which is available on the Company's website (www.trgplc.com) and may be inspected at the offices of the Company at 5-7 Marshalsea Road, London, SE1 1EP during normal business hours on any Business Day up to and including 14 December 2018.

For further details, 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, sole global coordinator, sole bookrunner and underwriter) Toby Radford / Behzad Arbabzadah Virginia Khoo / Anne Ross	Tel: [phone]
Numis Securities Limited (Joint corporate broker) Matt Lewis George Price	Tel: [phone]

RBC Europe Limited ("RBC") is acting as lead financial adviser to the Company in connection with the Acquisition. JPMC is acting as joint financial adviser and sponsor to the Company in connection with the Acquisition and as underwriter on the Rights Issue.

IMPORTANT NOTICE

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 Rights Issue referred to in these materials will be made, and any investor should make his, her or its investment, solely on the basis of information contained in the combined circular and prospectus dated 12 November 2018 (the "Combined Circular and Prospectus"), which is available on the Company's website (www.trgplc.com).

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

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 Securities or the accuracy or adequacy of any of the documents or other information related thereto. 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 ("RBC") is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority.  RBC is acting exclusively for the Company 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 the Company 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 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

J.P. Morgan Cazenove ("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 the Company 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 the Company 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 the Company 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 the Company 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.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company, RBC, JPMC and Numis. None of the above take any responsibility or liability for, and can provide no assurance as to the reliability of, other information that you may be given. Subject to the Listing Rules, the Prospectus Rules and the Disclosure Guidance and Transparency Rules and the Disclosure Requirements, the issue of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company or Wagamama since the date of this announcement or that the information in this announcement is correct as at any time subsequent to the date of this announcement.

The distribution of this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, RBC, JPMC and 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.

Unless otherwise indicated, references to pounds sterling, sterling, pence, p or £ are to the lawful currency of the United Kingdom.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, JPMC will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares and determining appropriate distribution channels.

 

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