TIDMRTN
RNS Number : 1034H
Restaurant Group PLC
12 November 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION EU 596/2016. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN. THE INFORMATION CONTAINED IN
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD
NOT BE CONSTRUED AS, ANY OFFER, INVITATION OR RECOMMATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION
AND NEITHER THE ISSUE OF THE INFORMATION NOR ANYTHING CONTAINED
HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION
WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL
OR OTHERWISE DISPOSE OF ANY SECURITIES MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE
INTO THE PROSPECTUS ONCE PUBLISHED.
12 November 2018
THE RESTAURANT GROUP PLC
Publication of Prospectus and Circular
Further to the announcement of the Company earlier this morning
relating to the Rights Issue, the Company announces that the
combined Class 1 circular and prospectus, in respect of the
proposed Rights Issue and the proposed acquisition of Wagamama (the
"Prospectus") was approved today by the Financial Conduct
Authority. The Prospectus and form of proxy will be posted to
shareholders today and the Prospectus has been published on the
Company's website at www.trgplc.com.
Copies of the Prospectus have been submitted to the National
Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/nsm.
Copies of the Prospectus and form of proxy will also be
available from the Company's offices at 5-7 Marshalsea Road, London
SE1 1EP.
For further information, please contact:
The Restaurant Group plc Tel: +44(0) 203
Andy McCue, Chief Executive Officer 117 5001
Kirk Davis, Chief Financial Officer
MHP Communications (Financial PR adviser) Tel: +44(0) 203
Oliver Hughes 128 8742
Andrew Jaques
Simon Hockridge
Alistair de Kare-Silver
RBC Capital Markets (Lead financial adviser) Tel: +44(0) 207
Andrew Diggles 653 4000
Alexander Thomas
J.P. Morgan Cazenove (Sponsor, joint financial Tel: +44(0) 207
adviser, joint corporate broker and underwriter) 742 6000
Toby Radford / Behzad Arbabzadah
Virginia Khoo / Anne Ross
Numis Securities Limited (Joint corporate Tel: +44(0) 207
broker) 260 1000
Matt Lewis
George Price
A copy of this announcement will be made available at
www.trgplc.com. The person responsible for this announcement on
behalf of TRG is Kirk Davis, the Chief Financial Officer of the
Company.
RBC Europe Limited ("RBC") is acting as lead financial adviser
to TRG in connection with the Acquisition. J.P. Morgan Securities
Plc (which conducts its UK investment banking business as J.P.
Morgan Cazenove) ("JPMC") is acting as financial adviser and
sponsor to TRG in connection with the Acquisition and as
underwriter on the Rights Issue.
IMPORTANT NOTICE
All capitalised terms in this announcement have the meaning
given to them in the announcement made by the Company at 7.00 a.m.
on 12 November 2018, unless otherwise defined herein.
This announcement does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in any
jurisdiction.
Any offer to acquire the Company's securities pursuant to the
proposed Rights Issue referred to in these materials will be made,
and any investor should make his investment, solely on the basis of
information that will be contained in the prospectus to be made
generally available in the United Kingdom in connection with such
Rights Issue. When made generally available, copies of the
prospectus may be obtained at no cost from the Company or through
the website of the Company.
The information contained herein is not for distribution or
publication, whether directly or indirectly and whether in whole or
in part, in or into the United States, Australia, Canada, Hong
Kong, Japan or South Africa, or any other jurisdiction where to do
so would constitute a violation of the securities laws of such
jurisdiction. These materials do not contain or constitute an offer
for sale or the solicitation of an offer to purchase securities in
the United States, Australia, Canada, Hong Kong, Japan or South
Africa.
The securities mentioned herein (the "Securities") have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or under the applicable securities
laws of any state or other jurisdiction of the United States. The
Securities may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or
indirectly, in the United States absent registration under the
Securities Act or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There will be no public offering in the United States and the
Securities have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission
in the United States, or any US regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering or the Prospectus or the accuracy or adequacy of any
of the documents or other information contained therein. Any
representation to the contrary is a criminal offence in the United
States.
There will be no public offering of securities in the United
States, Australia, Canada, Hong Kong, Japan or South Africa, or any
other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
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 purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. Persons needing advice should consult an independent
financial adviser. The information contained in this announcement
is not for release, publication or distribution to persons in any
jurisdiction where to do so might constitute a violation of local
securities laws or regulations. This announcement has been issued
by and is the sole responsibility of the Company. The information
contained in this announcement is for background purposes only and
does not purport to be full or complete. The information in this
announcement is subject to change without notice.
RBC Europe Limited is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. RBC
Europe Limited is acting exclusively for TRG and no one else in
connection with the Acquisition or any other matter referred to in
this announcement and will not be responsible to anyone other than
TRG for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition or any other matter
referred to in this announcement. Neither RBC Europe Limited nor
its parent nor any of their subsidiaries, branches or affiliates
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not its client in
connection with this announcement, any statements contained herein
or otherwise
JPMC is authorised by the Prudential Regulation Authority and
regulated in the United Kingdom by the Financial Conduct Authority
and the Prudential Regulation Authority. JPMC is acting exclusively
for TRG and no one else in connection with the Acquisition and the
Rights Issue or any other matter referred to in this announcement
and will not be responsible to anyone other than TRG for providing
the protections afforded to its clients nor for providing advice in
relation to the Acquisition and the Rights Issue or any other
matter referred to in this announcement. Neither JPMC nor any of
its subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not its client in connection with this announcement,
any statements contained herein or otherwise.
Numis Securities Limited ("Numis") is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. Numis is
acting exclusively for TRG and no one else in connection with the
Acquisition and the Rights Issue or any other matter referred to in
this announcement and will not be responsible to anyone other than
TRG for providing the protections afforded to its clients nor for
providing advice in relation to the Acquisition and the Rights
Issue or any other matter referred to in this announcement. Neither
Numis nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not its client in connection with
this announcement, any statements contained herein or
otherwise.
Save for the responsibilities and liabilities, if any, of each
of RBC, JPMC and Numis under FSMA or the regulatory regime
established under FSMA, each of RBC, JPMC and Numis assumes no
responsibility whatsoever and makes no representations or
warranties, express or implied, in relation to the contents of this
announcement, including its accuracy, completeness or verification
or for any other statement made or purported to be made by the
company, or on the company's behalf, or by RBC, JPMC and Numis, or
on any of their behalf, and nothing contained in this announcement
is, or shall be, relied on as a promise or representation in this
respect, whether as to the past or the future, in connection with
the Company or the Acquisition. Each of RBC, JPMC and Numis
disclaims to the fullest extent permitted by law all and any
responsibility and liability whether arising in tort, contract or
otherwise which it might otherwise be found to have in respect of
this announcement or any such statement.
The distribution of this announcement in certain jurisdictions
may be restricted by law. No action has been taken by the Company,
RBC, JPMC or Numis that would permit an offering of such shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes should inform
themselves about and observe any such restrictions.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PDIGGGQUGUPRGQP
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November 12, 2018 11:13 ET (16:13 GMT)
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