TIDMZZZZ TIDMIRC
RNS Number : 7165H
W2D2 Limited
02 June 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN OR INTO THE RESTRICTED JURISDICTIONS
2 June 2011
W2D2 LIMITED
(a company formed at the direction of Malcolm
Walker, Tarsem Dhaliwal, Steven Walker and
Paul Dawes)
OFFER FOR
INDIVIDUAL RESTAURANT COMPANY PLC
("IRC")
Offer declared wholly unconditional
Summary
-- W2D2 Limited now controls 75.77% of the issued share capital
of IRC
-- Offer wholly unconditional
-- IRC shares to be delisted
On 21 April 2011, W2D2 Limited announced the terms of a cash
offer to acquire the entire issued and to be issued share capital
of IRC in which W2D2 is not already interested. The Offer Document
setting out the full terms of the Offer was posted to IRC
Shareholders on 11 May 2011.
1. Level of acceptances at the First Closing Date of the
Offer
At the time of announcement of the Offer on 21 April 2011, W2D2
Limited (or persons acting in concert with W2D2 Limited) held
31,991,668 IRC Shares, representing approximately 53.63 per cent.
of IRC's issued share capital. Since the date of announcement of
the Offer W2D2 Limited has made market purchases of a further
2,516,714 IRC shares and, as at 1.00 p.m. 1 June 2011, holds
34,508,382 IRC shares, representing approximately 57.85 per cent.
of IRC's issued share capital. W2D2 Limited announces that, as at
1.00 p.m. on 1 June 2011, the First Closing Date of the Offer, it
had received valid acceptances in respect of a total of 6,952,574
IRC Shares, representing approximately 11.65 per cent. of the
issued share capital of IRC. Therefore, as at 1.00 pm on 1 June
2011, W2D2 Limited had received acceptances in respect of, or was
otherwise interested in, 41,460,956 IRC Shares, representing
approximately 69.51 per cent. of the issued share capital of
IRC.
2. Extension and closing date of the Offer
The Offer, which remains subject to the terms and conditions set
out in the Offer Document has been extended and will remain open
until 22 June 2011. IRC Shareholders who have not yet accepted the
Offer and wish to do so are urged to do so as soon as possible.
3. Additional market purchases and acceptances of the Offer
Since 1.00 p.m. on 1 June 2011, W2D2 has also received
acceptances of the Offer in respect of a further 3,248,721 IRC
Shares representing approximately 5.45 per cent. of the issued
share capital of IRC and made additional market purchases of
486,450 representing approximately 0.82 per cent. of the issued
share capital of IRC. Therefore, W2D2 Limited announces that, as at
the time of this announcement, it has received acceptances in
respect of, or was otherwise interested in, 45,196,127 IRC Shares,
representing approximately 75.77 per cent. of the issued share
capital of IRC.
4. Offer unconditional in all respects
W2D2 Limited is pleased to announce that the acceptance
condition of the Offerhas been satisfied and as all of the
conditions of the Offer have been satisfied or (where applicable)
waived, the Offer is today declared unconditional in all
respects.
5. De-Listing
W2D2 Limited has received acceptances of the Offer resulting in
W2D2 Limited holding IRC Shares carrying in aggregate more than 75
per cent. of the total number of IRC Shares. Therefore, W2D2
Limited will now take steps to procure that IRC applies to the
London Stock Exchange for the admission of IRC Shares to trading on
AIM to be cancelled.
The cancellation of the admission of IRC Shares to trading on
AIM will significantly reduce the liquidity and marketability of
any IRC Shares in respect of which acceptances of the Offer are not
submitted.
6. Settlement of Consideration
Settlement of the consideration to accepting IRC Shareholders,
or their designated agents, will be effected:
(a) in the case of acceptances received complete in all respects
on or before today's date, within 14 days of today's date; or
(b) in the case of acceptances received complete in all respects
after today's date, within 14 days of the date of such receipt,
in each such case as further described in the Offer
Document.
7. Further acceptances
For IRC Shares held in certificated form, to accept the Offer,
Forms of Acceptance not yet returned should be completed, signed
and returned in accordance with the instructions set out in the
Offer Document and on the Form of Acceptance so as to be received
as soon as possible. For IRC Shares held in uncertificated form, an
Electronic Acceptance should be made in accordance with the
instructions set out in the Offer Document.
Copies of the Offer Document and Form of Acceptance are
available for inspection and collection (during normal business
hours only) from Capita Registrars, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.
Enquiries:
W2D2 Limited Telephone: 07831 521 870
Keith Hann
The definitions set out in the Offer Document apply to this
announcement unless otherwise indicated.
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the Financial Services Authority in the
United Kingdom, is acting for W2D2 in connection with the Offer and
no one else and will not be responsible to anyone other than W2D2
Limited for providing the protections offered to clients of
Rothschild nor for providing advice in relation to the Offer.
The Offer is made solely by W2D2 Limited and neither Rothschild
nor any of its affiliates are making the Offer.
This announcement has been prepared in accordance with English
law, the Code, the rules of the London Stock Exchange, the AIM
Rules and the Disclosure and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of
any paper offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Overseas Jurisdictions
The availability of the Offer or the distribution of this
announcement to IRC Shareholders who are not resident in the United
Kingdom may be affected by the laws and regulations of the relevant
jurisdiction in which they are located or of which they are
citizens. Any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any and all applicable legal or
regulatory requirements of their jurisdiction. Any failure to
comply with the requirements of such jurisdictions may constitute a
violation of the securities laws of such jurisdictions. Further
details in relation to overseas shareholders are contained in the
Offer Document.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. This announcement has been
prepared in accordance with English law, the Code, the rules of the
London Stock Exchange, the AIM Rules and the Disclosure and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The Offer has not been made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer have not been and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
Forward-Looking Statements
This announcement may contain "forward looking statements"
concerning W2D2 Limited and IRC. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. The forward looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the ability of W2D2 Limited and
IRC to control or estimate precisely, such as future market
conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements
which speak only as at the date of this announcement.
Neither W2D2 Limited nor IRC undertakes any obligation to update
or revise publicly any of the forward-looking statements set out
herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Publication on websites
A copy of this announcement and certain other information
published or otherwise made available in connection with the Offer
is and will be available free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on W2D2's website at
www.W2D2ltd.co.uk.
The content of the website referred to in this announcement is
not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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