Offer Update

RNS Number : 3719H

Whitbread PLC

18 February 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO

Recommended cash offer

for

coffeeheaven international plc ("coffeeheaven")

by

Costa Limited ("Costa"),

a wholly-owned subsidiary of Whitbread PLC ("Whitbread")

OFFER DECLARED WHOLLY UNCONDITIONAL

Introduction

On 15 December 2009, the boards of directors of Costa and coffeeheaven announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of coffeeheaven, to be made by Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and restaurant group. The full terms of, and conditions to, the Offer and the procedure for acceptance were set out in the offer document issued by Costa on 8 January 2010 (the "Offer Document").

Costa announces that all of the conditions to its Offer have been satisfied or waived and accordingly the Offer is declared wholly unconditional.

Commenting on the Offer, John Derkach, Managing Director of Costa said:

"This is an important milestone for Costa. Not only does this quality acquisition offer compelling shareholder, brand and operational benefits, it is also an important step forward in achieving our international growth ambitions. This gives us a strong position in the important and rapidly growing Central and Eastern European market and a new pipeline of stores for the future."

Level of Acceptances

As at 1:00 p.m. (London time) on 18 February 2010 (being the Third Closing Date of the Offer), Costa had received valid acceptances from coffeeheaven Shareholders in respect of 104,487,116 coffeeheaven Shares representing approximately 78.28 per cent. of the existing issued share capital of coffeeheaven.  These acceptances include acceptances received in respect of 21,587,591 coffeeheaven Shares (representing approximately 16.17 per cent. of the existing issued share capital of coffeeheaven) which were subject to irrevocable commitments procured by Costa from all of the coffeeheaven Directors and certain other shareholders.

As at 1:00 p.m. (London time) on 18 February 2010, Costa may count 104,487,116 coffeeheaven shares (representing approximately 78.28 per cent. of the existing issued share capital of coffeeheaven) towards the satisfaction of the acceptance condition to the Offer (as set out in paragraph 1(A) of Section A of Part III of the Offer Document).

As announced on 17 February 2010, Costa has procured an irrevocable undertaking from Diggle Investments Limited in respect of 4,693,406 coffeeheaven Shares representing approximately 3.52 per cent. of the existing issued share capital of coffeeheaven.

Further details of this irrevocable undertaking are as follows:

Registered Holder	Beneficial Owner	Number of Shares	Percentage of existing issued share capital
Diggle Investments Limited	Diggle Investments Limited	288,559	0.22%
Pershing Securities Limited	Diggle Investments Limited	4,404,847	3.30%
Total		4,693,406	3.52%

Under the terms of this irrevocable undertaking, now that the Offer has been declared wholly unconditional, Diggle Investments Limited has undertaken to accept the Offer within the next three business days.  Including this undertaking, Costa has received acceptances or irrevocable undertakings in respect of 109,180,522 coffeeheaven Shares representing approximately 81.79 per cent. of the existing issued share capital of coffeeheaven.

Acceptance condition waived and Offer wholly unconditional

Costa announces that it has reduced the number of acceptances required under the acceptance condition of the Offer (as set out in paragraph 1(A) of Section A of Part III of the Offer Document) to 75 per cent. plus one coffeeheaven Share. Accordingly, Costa announces that the Offer is declared unconditional as to acceptances.

All of the other conditions of the Offer have now been satisfied or waived and, accordingly, the Offer is declared wholly unconditional.

The Offer will remain open until further notice. Prior to Costa closing the Offer, at least 14 days' notice will be given to those coffeeheaven Shareholders who have not accepted the Offer by then. coffeeheaven Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

Cancellation of trading, re-registration and compulsory acquisition

As set out on page 14 of the Offer Document and following the receipt of sufficient acceptances, Costa intends to procure coffeeheaven to apply to the London Stock Exchange for the cancellation of admission to, and trading of coffeeheaven Shares on, AIM and to notify (as defined in the AIM Rules) such intended cancellation. Cancellation of admission to trading on AIM of the coffeeheaven Shares would significantly reduce the liquidity and marketability of any coffeeheaven Shares not yet assented to the Offer and the value of any such coffeeheaven Shares may be affected as a consequence.

It is also Costa's intention, after the cancellation of the AIM admission referred to above becoming effective, to re-register coffeeheaven as a private company under the relevant provisions of the 2006 Act.

In addition, Costa intends, following receipt of acceptances of the Offer in respect of, and/or otherwise acquisition of, 90 per cent or more of the coffeeheaven Shares to which the Offer relates, to acquire compulsorily any outstanding coffeeheaven Shares in accordance with the relevant provisions of the 2006 Act.

Settlement

The consideration to which any coffeeheaven Shareholder is entitled under the Offer will be settled (i) in the case of valid acceptances received on or before 1:00 p.m. (London time) on the date of this announcement, on or before 4 March 2010; and (ii) in the case of valid acceptances received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in either case in the manner described in the Offer Document.

Further acceptances

coffeeheaven Shareholders holding coffeeheaven Shares in certificated form (that is, not in CREST) who have not yet accepted the Offer but wish to do so are urged to complete, sign and return the Form of Acceptance (together with your share certificate(s) and any other documents of title) as soon as possible to Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from Capita Registrars by telephoning 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK.

coffeeheaven Shareholders holding coffeeheaven Shares in uncertificated form (that is, in CREST), who have not yet accepted the Offer but wish to do so are urged to follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear UK in relation to your coffeeheaven Shares.

Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Macfarlanes LLP at 20 Cursitor Street, London, EC4A 1LT, while the Offer remains open for acceptance.

In accordance with Rule 19.11 of the City Code, a copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined herein), for inspection on the following websites by no later than 12 noon on 19 February 2010:

www.whitbread.co.uk

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

Enquiries

Whitbread and Costa - 01582 844854

Laura Pearson, Corporate Communications Manager, Whitbread

John Derkach, Managing Director, Costa

Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to Whitbread) -

020 7545 8000

James Arculus

James Cass
Martin Pengelley (corporate broking)

Tulchan (public relations adviser to Whitbread) - 020 7353 4200

David Allchurch

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Whitbread and Costa and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Whitbread and Costa for providing the protections afforded to the clients of Deutsche Bank AG, London Branch nor for providing advice in relation to any matter referred to herein.

This announcement is not intended to and does not constitute or form any part of an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and, in the case of certificated coffeeheaven Shares, the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of certificated coffeeheaven Shares, the Form of Acceptance.

Overseas Shareholders

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by Costa, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of Canada, Australia or Japan or any jurisdiction in relation to which the extension or acceptance of the Offer to such jurisdiction would violate the laws of such jurisdiction, or where local laws or regulation may result in a significant risk of civil, regulatory or criminal exposure if information on the Offer is sent or made available to coffeeheaven Shareholders in that jurisdiction (each a "Restricted Jurisdiction") and is not and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Costa, copies of this announcement and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer (including, without limitation, the Offer Document or the Form of Acceptance). Any representation to the contrary is a criminal offence.

It is the responsibility of each coffeeheaven Shareholder (or nominee of, or custodian or trustee for coffeeheaven Shareholder) who is resident in or is a national or citizen of jurisdictions outside of the United Kingdom and the United States (each an "Overseas Shareholder") to inform himself, herself or itself about and observe any applicable legal requirements. No Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in a Restricted Jurisdiction may treat the same as constituting an invitation or offer to him and in such circumstances, this announcement and/or any other documentation relating to the Offer are sent for information only. It is the responsibility of any Overseas Shareholder receiving a copy of this announcement and/or any other documentation relating to the Offer in any jurisdiction outside the United Kingdom and the United States who wishes to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of that jurisdiction in connection with the Offer, including obtaining any governmental, exchange control or other consents which may be required, and compliance with any other necessary formalities which need to be observed and the payment of any transfer or other taxes or duties that may be or become due under the laws of such jurisdiction. Any such Overseas Shareholder will be responsible for any such transfer or other taxes or duties by whomsoever payable and Costa and Whitbread (and any person acting on behalf of Costa or Whitbread) shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or duties or other requisite payments as Costa or Whitbread (and any person acting on behalf of Costa or Whitbread) may be required to pay.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England, including those of the United States.

 

END

 

 

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