RNS Number:6900R
Regent Inns PLC
04 November 2003
Embargoed for 7.00am Wednesday 5th November 2003
PRESS RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA,
AUSTRALIA OR JAPAN.
Regent Inns plc
Firm Placing of 5,930,126 New Ordinary Shares and
Placing and Open Offer of 15,756,621 New Ordinary Shares both at
83 pence per share
Raising #18.0 million (before expenses)
Regent Inns plc ("Regent" or the "Company"), the operator of late-night,
entertainment-led bars, today announces that it is effecting a fundraising in
the form of a Firm Placing and a Placing and Open Offer of new ordinary shares
to raise #18.0 million (before expenses) in order to facilitate a reduction of
the Company's borrowings and investment in future growth. The fundraising is
being managed and underwritten by Panmure.
Highlights:
* Fundraising to raise #18.0 million (before expenses) through the Firm
Placing and Placing and Open Offer.
* Net proceeds initially to be used to reduce Regent's bank debt.
* Thereafter, net proceeds to be used for:
- the acquisition of existing late-night licensed premises for
conversion into the Company's core brands, 'Walkabout' and
'Jongleurs';
- the redevelopment of Regent's retained unbranded pubs into the
Company's brands;
- the acquisition and development of sites within the Company's
existing property pipe-line into the company's brands; and
- the further development and future roll-out of 'The Stone House'
brand.
* The fundraising will place Regent in a better position overall to
deliver growth through acquisition and redevelopment opportunities.
Commenting on the fundraising, Peter Savage, Chairman of Regent, said:
"In the past, Regent has grown its brands primarily by acquiring and developing
previously unlicensed High Street sites. The fundraising provides Regent with
the additional financial flexibility to take advantage of opportunities to
acquire individual or small groups of licensed sites in future, as and when they
arise. It will also enable the management team to continue to deliver growth by
exploiting the potential of its Walkabout, Jongleurs and The Stone House branded
operations, whilst at the same time achieving a modestly improved level of
gearing."
Stephen Haupt, Chief Executive of Regent, commented:
"We are delighted by the support that Regent has received for its strategy from
both existing and new shareholders and look forward to the future with
confidence."
Firm Placing and Placing and Open Offer by Panmure to raise #18.0 million
(before expenses)
Introduction
Regent today announces that it proposes to raise #18.0 million (before expenses)
by the issue of 21,686,747 New Ordinary Shares at 83 pence each through a Firm
Placing and a Placing and Open Offer. Qualifying Shareholders have the right to
subscribe for Open Offer Shares in accordance with the terms of the Open Offer.
The Firm Placing and the Placing and Open Offer are being underwritten by
Panmure (save in respect of the Committed Shares)
Information on Regent
Regent is now recognised as a leading operator of branded large late-night
entertainment-led venues with two of the most successful and clearly
differentiated brands on the High Street, 'Walkabout' and 'Jongleurs'
The Company was founded in 1977 and admitted to the Official List of the London
Stock Exchange in April 1993. The Company has grown substantially since that
time and began a major transformation process in 1999. Initially, this focused
on simplifying its corporate structure and changing its Board of Directors. From
2000 onwards, it has increasingly focused on transforming itself away from being
an operator of largely unrelated pub concepts by disposing of substantially all
of its unbranded pub estate for #34.7 million, whilst in the same period
investing #113.5 million into its brands. This investment has enabled the
roll-out of 26 'Walkabout' venues to the current total of 46, the acquisition in
August 2000 of the 'Jongleurs' comedy club UK licence, and the subsequent
roll-out of a further 8 'Jongleurs' to the current 16 venues.
The senior management team which has effected this transformation includes
several new executives who have joined the Company since 2000 and added to the
core brand management skills already available within the Company. The wider
skills introduced by this team have been demonstrated by the clear progress and
improvements achieved in site acquisitions, operational controls and in the
development and profitable growth of the Company's brands. This team, working
under our Chief Executive, Stephen Haupt, who joined the Company in February
2000, can be viewed as one of the strongest in the sector.
In its Report and Accounts for the financial year ended 5 July 2003, Regent
reported a strong financial performance from both of its branded operations. Key
financial highlights for 'Walkabout' and 'Jongleurs' included returns on capital
employed of 28.5 per cent. and 25.3 per cent. from average gross weekly sales of
#43,400 and #44,300 respectively. Annualised sales growth for the past three
years has been 34 per cent. for 'Walkabout' and 17 per cent. for 'Jongleurs'.
Reasons for the fundraising
The Board believes that profitable growth is achievable through the continued,
but measured, roll-out of its existing brands along with the development of 'The
Stone House', Regent's latest pilot branded offering.
In the past, Regent has grown its brands primarily by acquiring and developing
previously unlicensed High Street sites. The forthcoming Licensing Act 2003 will
bring considerable risk and uncertainty to this process, particularly in the
case of late-night licences, as its application is unclear, the authorisation
process will be dispersed to individual local authorities and there will be no
national licensing policy. This has led the Board to believe that Regent will
have to substantially change its focus towards acquiring sites with existing
late-night licences in order to continue the Company's brand growth, and thereby
avoid the need to rely on the uncertain application of the new Licensing Act
2003.
The Board believes that this change of approach to site acquisition is both
pragmatic and achievable as it is of the view that the High Street marketplace
is beginning to undergo a period of significant change, with the availability of
existing, good quality, High Street licensed properties set to increase.
Opportunities are most likely to arise out of estates being managed in
administration, companies experiencing severe financial constraints and those
with brands which are no longer able to compete effectively on the High Street.
The Board expects that these opportunities will arise in respect of individual
or small groups of sites which would not individually justify separate
fundraisings.
The Proposals will place Regent in a better position to deliver growth by
providing it with the financial flexibility to take advantage of these
opportunities as and when they arise, particularly since the acquisition of
licensed trading sites will require upfront cash payments as a premium for the
lease in contrast to the acquisition of unlicensed sites and the fact that the
timing of such opportunities will therefore be more difficult to predict. The
Proposals may allow Regent to accelerate modestly its short-term roll-out
programme if appropriate opportunities are identified, whilst at the same time
achieving an improved level of gearing and an increased margin of comfort on the
available financial headroom within its existing banking facilities.
Consideration has been given to the most appropriate method of conducting the
fundraising. The Board wishes to limit the time, expense and price discount of
the fundraising and to broaden the institutional shareholder base of the
Company, whilst at the same time, allowing existing Shareholders to participate.
It has decided that the most suitable means of achieving this objective to
conduct a Firm Placing and a Placing and Open Offer.
Use of proceeds
The net proceeds from the Firm Placing and the Placing and Open Offer will
initially all be used to reduce Regent's bank debt. Thereafter, the net proceeds
will be used for the purposes set out below:
* acquisitions of existing late-night licensed premises for conversion
into the Company's brands;
* redevelopment of Regent's retained unbranded pubs into the Company's
brands;
* acquisition and development of sites within the Company's existing
property pipe-line into the Company's brands; and
* further development and future roll out of 'The Stone House' brand.
The Board anticipates that this will enable the management team to exploit the
continuing growth potential of the Company's brands.
Current trading and prospects
For the 15 weeks to 18 October 2003, like for like sales for 'Walkabout' and '
Jongleurs' were down 6.4 per cent., with year on year sales growth from
continuing operations up 15.1 per cent. Despite the ongoing testing market
conditions, this has been achieved without diluting the Company's strong
operating margins.
The Company's trading performance in the current financial year will, in the
Board's view, also benefit from, in the case of 'Walkabout', an exciting and
full international sporting calendar as well as from the advance Christmas
bookings for 'Jongleurs' which are currently ahead of last year's levels.
At the year-end, 23 unbranded pubs were being marketed for sale and the Board is
pleased to report considerable progress. Two pubs have been sold, conditional
contracts have been exchanged on a further seven pubs and a further seven are
under offer.
The Board, therefore, remains confident of the current year's prospects and in
the Company's ability to continue its profitable development in future years.
Principal terms of the Firm Placing and the Placing and Open Offer
The Company is proposing to raise #18.0 million (before expenses) pursuant to
the Firm Placing and the Placing and Open Offer of 21,686,747 New Ordinary
Shares in aggregate. The Firm Placing and the Placing and Open Offer are fully
underwritten by Panmure, save in respect of the Committed Shares.
Subject to the fulfilment of certain conditions, Panmure, as agent for the
Company, has agreed to use reasonable endeavours to place firm with
institutional investors 5,930,126 New Ordinary Shares (being the Firm Placed
Shares representing 5.3 per cent. of the Company's enlarged issued share capital
following implementation of the Proposals) or, to the extent that it fails to do
so, itself subscribe for such Firm Placed Shares. Panmure, as agent for the
Company, has also agreed to use reasonable endeavours to place conditionally a
further 15,714,809 New Ordinary Shares (being the Open Offer Shares excluding
the Committed Shares) subject to the rights of Qualifying Shareholders to apply
for such shares under the Open Offer.
Qualifying Shareholders may subscribe for Open Offer Shares at the Placing Price
on the basis of:
1 Open Offer Share for every 6 existing Ordinary Shares
held or deemed to be held at the close of business on the Record Date at a price
of 83 pence per share and so in proportion for any greater or lesser number of
Ordinary Shares then held or deemed to be held. Fractions of New Ordinary Shares
that would otherwise arise will not be allotted but will be aggregated and taken
up by Placees under the Placing for the benefit of the Company. The Open Offer
Shares must be paid for in full on application. All Directors have irrevocably
undertaken to subscribe for their full entitlements under the Open Offer. These
Committed Shares have not, therefore, been placed by Panmure and their
subscription is not underwritten by Panmure. To the extent that the remaining
Open Offer Shares are not taken up under the Open Offer, they will fall to be
allotted to Placees or Panmure under the Placing.
Applications by Qualifying Shareholders will be satisfied in full up to their
pro rata basic entitlement. Individual entitlements will be rounded down to the
nearest whole number of New Ordinary Shares.
The Firm Placing and the Placing and Open Offer are conditional, inter alia,
upon the passing of the Resolution, upon the Placing Agreement becoming
unconditional in all respects (and not being terminated in accordance with its
terms) and upon Admission.
Further details of the Firm Placing and the Placing and Open Offer and the terms
and conditions on which they are being made, including the procedure for
acceptance and payment under the Open Offer, are set out in a document which
will be posted to Shareholders today (the "Circular"). Expressions defined in
this press release bear the same meaning as in the Circular.
Expected timetable of Principal Events:
2003
Record date close of business on 31 October
Latest time and date for splitting of Application Forms 3.00 p.m. on 24 November
(to satisfy bona fide market claims)
Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 26 November
Latest time and date for receipt of Application Forms and payment in 3.00 p.m. on 26 November
full under the Open Offer
Time and date of Extraordinary General Meeting 10.00 a.m. on 28 November
Admission and first day of dealings in New Ordinary Shares 3 December
CREST members' accounts credited 3 December
Definitive share certificates for New Ordinary Shares despatched (where 9 December
applicable)
- Ends -
Enquiries:
Regent Inns plc 020 8375 3000
Stephen Haupt, Chief Executive
Simon Rowe, Finance Director
Panmure 020 7020 4000
Hugh Morgan
Merlin Financial 020 7606 1244
Paul Downes 07900 244 888
Vanessa Maydon 07802 961 902
Kirsty Black 07961 433 041
Panmure, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as sponsor and stockbroker for Regent Inns plc
in relation to the transactions referred to in this announcement. Panmure is
not acting for, and will not be responsible to, any person other than Regent
Inns plc for providing the protections afforded to customers of Panmure or for
advising any other person in relation to any matter referred to in this
announcement.
This announcement has been approved by Panmure solely for the purposes of
section 21 of the Financial Services and Markets Act 2000.
The distribution of this press announcement in certain jurisdictions may be
restricted by law and therefore persons into whose possession this press
announcement comes should inform themselves about and observe any such
restrictions. Any such distribution could result in a violation of the law of
such jurisdictions. Neither this press announcement nor any copy of it may be
taken or transmitted or distributed (directly or indirectly) in or into the
United States of America, Canada, the Republic of Ireland, the Republic of South
Africa, Australia or Japan or their respective territories or possessions. The
New Ordinary Shares have not been nor will they be registered under the United
States Securities Act of 1933, as amended or under the securities laws of any
state of the United States, any province or territory of Canada, the Republic of
Ireland, the Republic of South Africa, Australia or Japan or their respective
territories or possessions. The New Ordinary Shares will not, subject to certain
exceptions, be offered, sold, renounced, taken up or delivered or transferred
(directly or indirectly) in or into the United States of America, Canada, the
Republic of Ireland, the Republic of South Africa, Australia or Japan or their
respective territories or possessions.
This press announcement does not constitute, or form part of the Firm Placing
and the Placing and Open Offer or any invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for, any shares in the
Company nor shall this press announcement or any part of it, or the fact of its
distribution, form the basis of, or be relied on, in connection with or act as
any inducement to enter into any contract or commitment whatsoever with respect
to the Firm Placing and the Placing and Open Offer or otherwise.
If you require advice in relation to this press announcement you should contact
your stockbroker, bank manager, solicitor, accountant or other independent
financial adviser authorised under the Financial Services and Markets Act 2000.
This information is provided by RNS
The company news service from the London Stock Exchange
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