TIDMMAB
RNS Number : 9243P
Mitchells & Butlers PLC
22 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM
AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND,
SOUTH AFRICA, THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
PURCHASE ANY SECURITIES, OR CONSTITUTE OR FORM PART OF ANY OFFER TO
ACQUIRE ANY SECURITIES, IN ANY JURISDICTION. ANY DECISION TO
PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE
DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE
MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN
THE PROSPECTUS. COPIES OF THE PROSPECTUS WILL SHORTLY BE AVAILABLE
AT WWW.MBPLC.COM/INVESTORS/CAPITALRAISE.
22 February 2021
MITCHELLS & BUTLERS PLC
Publication of Prospectus
Further to the announcement earlier today by Mitchells &
Butlers plc (the "Company") regarding an underwritten fully
pre-emptive open o er (the "Open Offer") to raise up to GBP351
million, the Company announces that the combined circular and
prospectus (the "Prospectus") relating to the Open Offer has been
approved by the Financial Conduct Authority and will shortly be
available to view on the website of the Company at
www.mbplc.com/investors/capitalraise .
The Prospectus contains a notice convening a general meeting of
the Company at 10.00 a.m. on 11 March 2021 and eligible
shareholders will shortly be sent a copy of the Prospectus or noti
cation of the availability of the Prospectus. The Prospectus is
not, subject to certain exceptions, available (whether through the
Company's website or otherwise) to shareholders in the United
States or any of the Excluded Territories.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism following
publication.
All capitalised terms in this announcement have the meaning
given to them in the Prospectus, unless otherwise de ned
herein.
Contact details:
Company
Mitchells & Butlers plc
Tim Jones
Tel: +44 (0) 121 498 6112
Gabby Shilvock
Tel: +44 (0)121 498 6514
Financial Advisor, Global Co-ordinator, Joint Bookrunner,
Corporate Broker and Sponsor Morgan Stanley
Nick Bishop
Andrew Foster
Melissa Godoy
Anthony Zammit
Tel: +44 (0) 20 7425 8000
Financial Advisor
Rothschild & Co
Edward Duckett
Francis Burkitt
Claire Suddens-Spiers
Shannon Nicholls
Tel: +44 (0) 20 7280 5000
Joint Bookrunner
HSBC
Richard Fagan
Pushpjit Singh Malik
Tel: +44 (0) 20 7991 8888
Joint Bookrunner
Santander
Javier Mata
Simon Payne
Michael Ward
Santander Equity Syndicate
Tel: +34 692 206 356
Media
Finsbury
James Murgatroyd
Tel: +44 (0) 20 7251 3801
IMPORTANT NOTICES
This announcement is not intended to, and does not constitute,
an offer to sell or the solicitation of an offer to subscribe for
or buy, or an invitation to subscribe for or to purchase any
securities, or an offer to acquire via tender offer or otherwise
any securities, or the solicitation of any vote, in any
jurisdiction. This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by any of
the Underwriters or the Financial Adviser or by any of their
respective affiliates or agents or any of their respective
directors, officers, employees, members, agents, advisers,
representatives or shareholders as to, or in relation to, the
accuracy or completeness of this announcement or any other written
or oral information made available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change.
This announcement is not a prospectus but an advertisement.
Neither this announcement nor anything contained in it shall form
the basis of, or be relied upon in conjunction with, any offer or
commitment whatsoever in any jurisdiction. Investors should not
acquire any New Shares referred to in this announcement except on
the basis of the information contained in the Prospectus to be
published by the Company in connection with the Open Offer.
Copies of the Prospectus will shortly be available on the
Company's website at www.mbplc.com/investors/capitalraise . Neither
the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms
part of, this announcement. The Prospectus will provide further
details of the New Shares being offered pursuant to the Open
Offer.
Each of Morgan Stanley and HSBC are authorised and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority ("PRA") and the Financial Adviser is authorised and
regulated in the United Kingdom by the FCA. Santander is authorised
and regulated by the Bank of Spain and subject to supervision by
the Bank of Spain and the European Central Bank and to limited
regulation by the FCA and PRA. None of the Underwriters or the
Financial Adviser will regard any person (whether or not a
recipient of this announcement) other than the Company as its
customer in relation to the Open Offer and none of them will be
responsible for providing the protections afforded to its customers
to any other person or for providing advice to any other person in
relation to the Open Offer.
This announcement, oral statements made in relation to this
announcement and other information published by the Company may
contain certain forward-looking statements, beliefs or opinions,
with respect to the financial condition, results of operations and
business of the Company and the Group. This announcement includes
statements that are, or may be deemed to be, "forward-looking
statements". The words "believe," "estimate," "target,"
"anticipate," "expect," "could," "would," "intend," "aim," "plan,"
"predict," "continue," "assume," "positioned," "may," "will,"
"should," "shall," "risk", their negatives and other similar
expressions that are predictions of or indicate future events and
future trends identify forward-looking statements. An investor
should not place undue reliance on forward-looking statements
because they involve known and unknown risks, uncertainties and
other factors that are in many cases beyond the control of the
Company or the Group. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
The Company cautions investors that forward-looking statements are
not guarantees of future performance and that its actual results of
operations and financial condition, and the development of the
industry in which it operates, may differ materially from those
made in or suggested by the forward-looking statements contained in
this announcement.
Past performance of the Company cannot be relied on as a guide
to future performance. A variety of factors may cause the Company's
or the Group's actual results to differ materially from the
forward-looking statements contained in this announcement. The
contents of this announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective
investor should consult his, her or its own legal adviser, business
adviser, financial adviser or tax adviser for legal, financial,
business or tax advice. Nothing in this announcement should be
construed as a profit forecast.
The Company, the Underwriters and the Financial Advisers and any
of their respective directors, officers, employees, agents,
affiliates and advisers expressly disclaim any obligation to
supplement, amend, update or revise any of the forward-looking
statements made herein, except where required to do so under
applicable law.
The Open Offer (subject to certain limited exceptions) is only
being extended to Qualifying Shareholders, and as such the Open
Offer (subject to certain limited exceptions) is not being extended
into the United States or any other Excluded Territory. 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 sell, allot or issue, or any offer or invitation to purchase or
subscribe for, or any solicitation to purchase or subscribe for, or
an offer to acquire, any securities of the Company in Australia,
Canada, the Republic of Ireland, Japan, New Zealand, South Africa,
the United States or in any other jurisdiction where the extension
or availability of the Open Offer would result in a requirement to
comply with any governmental or other consent or any registration
filing or other formality which the Company regards as unduly
onerous or otherwise breach any applicable law or regulation.
The distribution of this announcement into jurisdictions other
than the United Kingdom may be restricted by law, and, therefore,
persons into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of such jurisdiction. In particular, subject to
certain exceptions, this announcement, the Prospectus (once
published) and the Application Forms (once printed) should not be
distributed, forwarded to or transmitted in or into the United
States or any Excluded Territory.
The New Shares, Open Offer Entitlements and Excess Open Offer
Entitlements have not been and will not be registered under the US
Securities Act of 1933, or under any securities laws of any state
or other jurisdiction of the United States, and may not be offered,
sold, taken up, exercised, resold, transferred or delivered,
directly or indirectly, within the United States. There will be no
public offer of the New Shares, Open Offer Entitlements and Excess
Open Offer Entitlements in the United States. This announcement and
any other document relating to the Open Offer may not be sent into,
distributed or otherwise disseminated (including by custodians,
nominees or trustees or others that may have a contractual or legal
obligation to forward such documents) in the United States by use
of the mails or by any means or instrumentality of interstate or
foreign commerce (including, without limitation, email, facsimile
transmission, the internet or other form of electronic
transmission) or any facility of a national securities exchange of
the United States.
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END
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