TIDMWTB
RNS Number : 9152C
Whitbread PLC
20 June 2019
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW
ZEALAND
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT
20 June 2019
Whitbread PLC (the "Company")
Results of General Meeting and Opening of Tender Offer
The Company announces that, at the general meeting of the
Company held on 19 June 2019 (the "General Meeting"), the three
special resolutions and one ordinary resolution put to shareholders
to approve the Tender Offer and related matters (all as set out in
full in the Notice of General Meeting included in the shareholder
circular dated 31 May 2019 (the "Circular")) (the "Resolutions")
were each duly passed by poll vote.
At the voting record time, the Company had 190,993,359 ordinary
shares in issue, 17,119,718 of which were held in treasury. The
total number of voting rights in the Company was therefore
173,873,641.
The number of votes for and against the Resolutions, and the
number of votes withheld, were as follows:
Resolution (each For Against Percentage of Votes withheld
as set out in issued share capital
full in the Notice voted (%)
of General Meeting)
Votes % Votes %
----------- ------ ---------- -----
1. Special resolution
to authorise the
Company to make
one or more market
purchases of its
Ordinary Shares
pursuant to, for
the purposes of,
or in connection
with a Tender
Offer 97,059,841 98.17 1,814,010 1.83 56.87 80,625
----------- ------ ---------- ----- ---------------------- ---------------
2. Ordinary resolution
to authorise the
Company and its
directors, in
connection with
the Special Dividend,
to consolidate
or sub-divide
the Ordinary Shares
of the Company 98,659,674 99.76 233,908 0.24 56.88 60,894
----------- ------ ---------- ----- ---------------------- ---------------
3. Special resolution
to amend the definition
of "nominal amount
or nominal value"
within the articles
of association
of the Company,
subject to the
Share Consolidation
taking effect 98,596,439 99.76 232,745 0.24 56.84 125,292
----------- ------ ---------- ----- ---------------------- ---------------
4. Special resolution,
subject to the
passing of Resolution
1, to authorise
the Company to
make one or more
market purchases
of its Ordinary
Shares representing
up to approximately
4.99 per cent.
of the Company's
Issued Ordinary
Share Capital 98,697,988 99.87 132,174 0.13 56.84 123,984
----------- ------ ---------- ----- ---------------------- ---------------
Notes:
1. Unless otherwise specified, percentages are expressed as a
proportion of the total votes cast.
2. A vote withheld is not a vote in law and is not included in
the calculation of the votes "For" or "Against" the
Resolutions.
3. Any proxy appointments which gave discretion to the Chairman
have been included in the "For" total.
A copy of this announcement will be displayed shortly on the
Company's website at www.whitbread.co.uk.
In accordance with the Listing Rules of the Financial Conduct
Authority, a copy of the Resolutions will shortly be submitted to
the National Storage Mechanism and will be available for inspection
at www.morningstar.co.uk/uk/nsm.
The Tender Offer will open today, 20 June 2019. The Tender Offer
will close at 1.00 p.m. on 19 July 2019 (unless extended by the
Company in accordance with the terms of the Circular). Tenders
received after that time will not be accepted.
Capitalised terms used in this announcement have the meanings
given to them in the Circular, which is available on the Company's
website at www.whitbread.co.uk/investors/return-of-capital.
For more information please contact:
Investor queries
Matt Johnson, Whitbread PLC | matt.johnson@whitbread.com | +44
(0) 7848 146 761
Ann Hyams, Whitbread PLC | ann.hyams@whitbread.com| +44 (0) 7796
709 087
Amit Mistry, Whitbread PLC | amit.mistry@whitbread.com| +44 (0)
7540 150 350
Media queries
Matt Johnson, Whitbread PLC | matt.johnson@whitbread.com | +44
(0) 7848 146 761
David Allchurch / Jessica Reid, Tulchan Communications | +44 (0)
20 7353 4200
Advisers
Joint financial advisers & corporate brokers | Morgan
Stanley, J.P. Morgan Cazenove
Legal adviser | Slaughter and May
IMPORTANT NOTICE
This announcement does not constitute or form part of an offer
or invitation, or a solicitation of any offer or invitation, to
purchase any Ordinary Shares or other securities.
The full terms and conditions of the Tender Offer are set out in
the Circular, which Shareholders are advised to read in full. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular.
J.P. Morgan Securities plc (which conducts its UK investment
banking activities as J.P. Morgan Cazenove) ("J.P. Morgan
Cazenove"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting as
financial adviser and corporate broker exclusively for Whitbread
and for no-one else in connection with the Return of Value and will
not be responsible to any person other than Whitbread for providing
the protections afforded to clients of J.P. Morgan Cazenove or for
providing advice in relation to the matters described in this
announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting as financial
adviser and corporate broker exclusively for Whitbread and for
no-one else in connection with the Return of Value and will not be
responsible to any person other than Whitbread for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in relation to the matters described in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on J.P. Morgan Cazenove and Morgan Stanley (the
"Financial Advisers") under FSMA or the regulatory regime
established thereunder: (i) none of the Financial Advisers or any
persons associated or affiliated with either of them accepts any
responsibility whatsoever or makes any warranty or representation,
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, or on
behalf of it, Whitbread or the Directors, in connection with
Whitbread and/or the Tender Offer; and (ii) each of the Financial
Advisers accordingly disclaims, to the fullest extent permitted by
law, all and any liability whatsoever, whether arising in tort,
contract or otherwise (save as referred to above) which they might
otherwise be found to have in respect of this announcement or any
such statement.
Cautionary statement regarding forward-looking statements
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms anticipates, believes, could, estimates,
expects, intends, may, plans, projects, should or will, or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances. Forward-looking statements may, and often do,
differ materially from actual results. Any forward-looking
statements in this announcement reflect Whitbread's current view
with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions
relating to the Group and its operations, results of operations and
growth strategy. Other than in accordance with its legal or
regulatory obligations (including under the Listing Rules, the
Disclosure Guidance and Transparency Rules, the Market Abuse
Regulation and the rules of the London Stock Exchange), Whitbread
is not under any obligation and Whitbread expressly disclaims any
intention or obligation (to the maximum extent permitted by law) to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Overseas Shareholders
The availability of the Tender Offer to Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdiction in which they are located. Shareholders who
are not resident in the United Kingdom should read paragraph 6 of
Part III (Details of the Tender Offer) of the Circular and should
inform themselves about, and observe, any applicable legal or
regulatory requirements.
The Tender Offer is not being made, directly or indirectly, in
or into, or by use of the mails of, or by any means or
instrumentality (including, without limitation, facsimile
transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, any Restricted Jurisdiction and the Tender Offer cannot be
accepted by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction. Accordingly, unless
otherwise determined by the Company and permitted by applicable law
and regulation, neither the Circular nor the Tender Form nor any
related document is being, nor may it be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed, or sent
in, into or from any Restricted Jurisdiction, and persons receiving
the Circular, the Tender Form and/or any related document
(including, without limitation, trustees, nominees or custodians)
must not mail or otherwise forward, distribute or send it in, into
or from such Restricted Jurisdiction, as to do so may invalidate
any purported acceptance of the Tender Offer. Any person
(including, without limitation, trustees, nominees or custodians)
who would or otherwise intends to, or who may have a contractual or
legal obligation to, forward the Circular, the Tender Form and/or
any related document to any jurisdiction outside the United
Kingdom, should seek appropriate advice before taking any
action.
US Shareholders
The Tender Offer is not subject to the disclosure and other
procedural requirements of Regulation 14D under the US Exchange
Act. The Tender Offer will be made in the US in accordance with the
requirements of Regulation 14E under the US Exchange Act to the
extent applicable. Certain provisions of Regulation 14E under the
US Exchange Act are not applicable to the Tender Offer by virtue of
Rule 14d-1(d) under the US Exchange Act. Morgan Stanley & Co.
LLC, an affiliate of Morgan Stanley will act as US dealer manager
with respect to the Tender Offer in the United States to the extent
required. US Shareholders should note that the Ordinary Shares are
not listed on a US securities exchange and the Company is not
subject to the periodic reporting requirements of the US Exchange
Act and is not required to, and does not, file any reports with the
US Securities and Exchange Commission thereunder.
It may be difficult for US Shareholders to enforce certain
rights and claims arising in connection with the Tender Offer under
US federal securities laws since the Company is located outside the
US and most of its officers and directors may reside outside the
US. It may not be possible to sue a non-US company or its officers
or directors in a non-US court for violations of US securities
laws. It also may not be possible to compel a non-US company or its
affiliates to subject themselves to a US court's judgment.
The receipt of cash pursuant to the Tender Offer by a
Shareholder who is a US person may be a taxable transaction for US
federal income tax purposes. The Circular sets out a guide to
certain US tax consequences of the Tender Offer for Shareholders
under current US law. However, each such Shareholder should consult
and seek individual advice from an appropriate professional
adviser.
While the Tender Offer is being made available to Shareholders
in the US, the right to tender Ordinary Shares is not being made
available in any jurisdiction in the US in which the making of the
Tender Offer or the right to tender such Ordinary Shares would not
be in compliance with the laws of such jurisdiction.
This announcement has not been approved, disapproved or
otherwise recommended by the US Securities and Exchange Commission
or any US state securities commission and such authorities have not
confirmed the accuracy or determined the adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the US.
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
ROMDMGZVGGMGLZM
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June 20, 2019 06:43 ET (10:43 GMT)
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