Trading Statement
Restaurant Group PLC
29 January 2004
29 January 2004
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, JAPAN OR AUSTRALIA
The Restaurant Group plc ('The Restaurant Group' or the 'Group')
Profit estimate for the year ended 31 December 2003 and current trading
Highlights
• The Directors and Proposed Directors of The Restaurant Group anticipate
that profit before tax and exceptional items for the year ended 31 December 2003
(the 'profit estimate') will be not less than £19.25 million (2002: £16.82
million), an increase of 14.4 per cent.
• Current trading for the Group continues to be strong with overall
like-for-like sales ahead by 5 per cent. for the first 4 weeks of the new
financial year and all the Group's brands trading ahead on a like-for-like
basis.
Profit estimate for the year ended 31 December 2003
The board of The Restaurant Group and the Proposed Directors are now pleased to
provide an estimate of profitability for the year ended 31 December 2003. They
anticipate that profit before tax and exceptional items for the year ended 31
December 2003 (the 'profit estimate') will be not less than £19.25 million
(2002: £16.82 million), an increase of 14.4 per cent. Exceptional charges
during the year ended 31 December 2003 are anticipated to amount to £0.98
million (2002: £0.05 million) in respect of net losses on property disposals and
£0.45 million (2002: Nil) in respect of compensation for loss of office and
associated termination costs relating to the departure of the former Chief
Executive (as announced on 17 November 2003).
The full text of the Director's and Proposed Directors' profit estimate for the
year ended 31 December 2003 is set out in Appendix 1. The basis of preparation
of this profit estimate and the letters required under the rules of the City
Code on Takeovers and Mergers and the Listing Rules from BDO Stoy Hayward LLP
and Dresdner Kleinwort Wasserstein Limited are also set out in Appendix 1.
Current Trading
As announced on 8 January 2004, The Restaurant Group reported that it had
enjoyed an encouraging second half to the year ended 31 December 2003 with
like-for-like performance for the full year then ended maintained at the +3 per
cent. level. The Christmas and New Year period (the 14 days to 4 January 2004)
was particularly strong across the Group with like-for-like sales up +7 per
cent.
The Board continues to be encouraged by the positive start to 2004 and is
confident in the prospects of the Group for the coming year. Current trading
for the Group continues to be strong with overall like-for-like sales ahead by 5
per cent. for the first 4 weeks of the new financial year and all the Group's
brands trading ahead on a like-for-like basis.
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 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 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.
Appendix 1 - Profit estimate for the year ended 31 December 2003
The Directors and Proposed Directors of The Restaurant Group estimate that
profit before tax and exceptional items for the year ended 31 December 2003 (the
'profit estimate') will be not less than £19.25 million (2002: £16.82 million).
Exceptional charges during the year ended 31 December 2003 are anticipated to
amount to £0.98 million (2002: £0.05 million) in respect of net losses on
property disposals and £0.45 million (2002: Nil) in respect of compensation for
loss of office and associated termination costs relating to the departure of the
former Chief Executive (as announced on 17 November 2003).
Basis of preparation
The profit estimate is for the year ended 31 December 2003. The profit estimate
has been prepared using the accounting policies which are set out in the
Company's Report and Accounts for the year ended 31 December 2002.
The prior year comparative figures shown in the profit estimate have been
extracted, without material adjustment from the audited Report and Accounts of
The Restaurant Group for the year ended 31 December 2002.
The profit estimate has been prepared on the basis that it excludes any costs
incurred in 2003 relating to The Restaurant Group's current Offer for ASK
Central. Should the Offer proceed the transaction costs will be as disclosed in
the Listing Particulars; should the Offer not complete the transaction costs are
currently estimated at £2.3 million, less the sum of £ 1.7 million potentially
receivable under the inducement fee arrangements (described in the Listing
Particulars). Any write off of finance costs relating to the replacement of
existing facilities of the Group in conjunction with the Offer, has also been
excluded.
Report on the profit estimate from BDO Stoy Hayward LLP:
The following is the text of a report on the profit estimate of The Restaurant
Group plc from BDO Stoy Hayward LLP:
BDO Stoy Hayward LLP
8 Baker Street
London
W1U 3LL
The Directors and Proposed Directors
The Restaurant Group plc
20 Irving Street
London
WC2H 7AU
The Directors 29 January 2004
Dresdner Kleinwort Wasserstein Limited
London
EC3P 3DB
Dear Sirs
The Restaurant Group plc (the 'Company')
We have reviewed the basis of compilation, the calculations and the accounting
policies used in preparing the profit estimate of the Company and its subsidiary
companies (together 'the Group') for the year ended 31 December 2003 as set out
in the Company's announcement dated 29 January 2004 (the 'Announcement') and set
out in the supplementary listing particulars of the Company dated 29 January
2004 (the 'Supplementary Listing Particulars').
We conducted our work in accordance with the Statements of Investment Circular
Standards issued by the Auditing Practices Board.
The profit estimate, for which the Directors and Proposed Directors of the
Company are solely responsible, includes the published unaudited interim results
of the Group for the six months ended 30 June 2003 and unaudited management
accounts for the six months ended 31 December 2003.
In our opinion, the profit estimate has been properly compiled on the basis
stated in the Announcement and the Supplementary Listing Particulars and is
presented on a basis of accounting consistent with the accounting policies of
the Group.
Yours faithfully
BDO Stoy Hayward LLP
Report on the profit estimate from Dresdner Kleinwort Wasserstein Limited:
The following is the text of a report on the profit estimate of The Restaurant
Group plc from Dresdner Kleinwort Wasserstein Limited:
Dresdner Kleinwort Wasserstein Limited
PO Box 560
20 Fenchurch Street
London
EC3P 3DB
The Directors and Proposed Directors
The Restaurant Group plc
20 Irving Street
London
WC2H 7AU
29 January 2004
Dear Sirs,
We refer to the profit estimate for The Restaurant Group plc and its subsidiary
undertakings (together the 'Group') for the year ended 31 December 2003 set out
in the announcement dated 29 January 2004 (the 'Announcement') and set out in
the supplementary listing particulars of the Company dated 29 January 2004 (the
'Supplementary Listing Particulars').
We have discussed the profit estimate and the basis on which it is made with
officers of The Restaurant Group plc. We have also discussed the accounting
policies and calculations of the profit estimate with BDO Stoy Hayward LLP and
we have considered their report and letter of today's date addressed to The
Restaurant Group plc and ourselves on this matter.
As a result of these discussions, and in the light of the report and letter from
BDO Stoy Hayward LLP, we consider that the profit estimate, for which you as
Directors and Proposed Directors of The Restaurant Group plc are solely
responsible, has been made after due and careful enquiry by the Group.
Yours faithfully
For and on behalf of
Dresdner Kleinwort Wasserstein Limited
Charles Batten Christopher Baird
Managing Director Director
Corporate Finance & Advisory Corporate Finance & Advisory
Additional Information
1. The Directors and Proposed Directors of The Restaurant Group accept
responsibility for the information contained in this announcement. To the best
of the knowledge and belief of such persons (who have taken all reasonable care
to ensure that such is the case) the information contained in this announcement
is in accordance with the facts and does not omit anything likely to affect the
import of such information.
2. BDO Stoy Hayward LLP has given and has not withdrawn its written consent to
the inclusion of its report set out in this announcement and the references
thereto and to its name in the form and context in which they appear for the
purposes of Regulation 6(i)(e) of the Financial Services and Markets Act 2000
(Official Listing of Securities) Regulations 2001.
3. Dresdner Kleinwort Wasserstein Limited has given and has not withdrawn its
written consent to the inclusion of its report set out in this announcement and
the references thereto and to its name in the form and context in which they
appear for the purposes of Regulation 6(i)(e) of the Financial Services and
Markets Act 2000 (Official Listing of Securities) Regulations 2001.
4. Save as disclosed in this announcement, there has been no significant change
and no significant new matter has arisen since the publication of the Listing
Particulars.
5. As announced on 27 January 2004, by 3.00 p.m. (U.K. time) on 26 January 2004,
the second closing date of the Offer, valid acceptances of the Offer had been
received in respect of a total of 46,287,396 ASK Central Shares, representing
approximately 47.8 per cent. of the existing issued share capital of ASK
Central. This total includes acceptances in respect of 7,126,568 ASK Central
Shares, representing approximately 7.4 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 next closing date of the Offer
(including the Mix and Match Facility) will be 3.00pm (U.K. time) on 2 February
2004.
6. On 9 January 2004 TDR Capital LLP ('TDR') announced that it was evaluating a
possible offer for ASK Central. ASK Central announced on 23 January 2004 that
it had received a proposal regarding a possible offer, subject to pre-conditions
including the finalisation of debt financing, from TDR and Capricorn Ventures
International, at 220 pence per ASK Central Share in cash.
7. 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.
8. A copy of the letters of consent referred to in paragraphs 2 and 3 from BDO
Stoy Hayward LLP and Dresdner Kleinwort Wasserstein Limited as set out in
Appendix 1 may be inspected at the offices of City Law Partnership, 99
Charterhouse Street, London, EC1M 6NQ during usual business hours on any weekday
(Saturdays, Sundays and public holidays excepted), until 12 March 2004.
29 January 2004
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