TIDMWTB TIDMCOH
RNS Number : 3719H
Whitbread PLC
18 February 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE
UNLAWFUL TO DO SO
Recommended cash offer
for
coffeeheaven international plc ("coffeeheaven")
by
Costa Limited ("Costa"),
a wholly-owned subsidiary of Whitbread PLC ("Whitbread")
OFFER DECLARED WHOLLY UNCONDITIONAL
Introduction
On 15 December 2009, the boards of directors of Costa and coffeeheaven announced
that they had reached agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of coffeeheaven, to be made by
Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and
restaurant group. The full terms of, and conditions to, the Offer and the
procedure for acceptance were set out in the offer document issued by Costa on 8
January 2010 (the "Offer Document").
Costa announces that all of the conditions to its Offer have been satisfied or
waived and accordingly the Offer is declared wholly unconditional.
Commenting on the Offer, John Derkach, Managing Director of Costa said:
"This is an important milestone for Costa. Not only does this quality
acquisition offer compelling shareholder, brand and operational benefits, it is
also an important step forward in achieving our international growth ambitions.
This gives us a strong position in the important and rapidly growing Central and
Eastern European market and a new pipeline of stores for the future."
Level of Acceptances
As at 1:00 p.m. (London time) on 18 February 2010 (being the Third Closing Date
of the Offer), Costa had received valid acceptances from coffeeheaven
Shareholders in respect of 104,487,116 coffeeheaven Shares representing
approximately 78.28 per cent. of the existing issued share capital of
coffeeheaven. These acceptances include acceptances received in respect of
21,587,591 coffeeheaven Shares (representing approximately 16.17 per cent. of
the existing issued share capital of coffeeheaven) which were subject to
irrevocable commitments procured by Costa from all of the coffeeheaven Directors
and certain other shareholders.
As at 1:00 p.m. (London time) on 18 February 2010, Costa may count 104,487,116
coffeeheaven shares (representing approximately 78.28 per cent. of the existing
issued share capital of coffeeheaven) towards the satisfaction of the acceptance
condition to the Offer (as set out in paragraph 1(A) of Section A of Part III of
the Offer Document).
As announced on 17 February 2010, Costa has procured an irrevocable undertaking
from Diggle Investments Limited in respect of 4,693,406 coffeeheaven Shares
representing approximately 3.52 per cent. of the existing issued share capital
of coffeeheaven.
Further details of this irrevocable undertaking are as follows:
+--------------+--------------+--------------+-------------+
| Registered | Beneficial | Number of | Percentage |
| Holder | Owner | Shares | of existing |
| | | | issued |
| | | | share |
| | | | capital |
+--------------+--------------+--------------+-------------+
| Diggle | Diggle | 288,559 | 0.22% |
| Investments | Investments | | |
| Limited | Limited | | |
+--------------+--------------+--------------+-------------+
| Pershing | Diggle | 4,404,847 | 3.30% |
| Securities | Investments | | |
| Limited | Limited | | |
+--------------+--------------+--------------+-------------+
| Total | | 4,693,406 | 3.52% |
+--------------+--------------+--------------+-------------+
Under the terms of this irrevocable undertaking, now that the Offer has been
declared wholly unconditional, Diggle Investments Limited has undertaken to
accept the Offer within the next three business days. Including this
undertaking, Costa has received acceptances or irrevocable undertakings in
respect of 109,180,522 coffeeheaven Shares representing approximately 81.79 per
cent. of the existing issued share capital of coffeeheaven.
Acceptance condition waived and Offer wholly unconditional
Costa announces that it has reduced the number of acceptances required under the
acceptance condition of the Offer (as set out in paragraph 1(A) of Section A of
Part III of the Offer Document) to 75 per cent. plus one coffeeheaven Share.
Accordingly, Costa announces that the Offer is declared unconditional as to
acceptances.
All of the other conditions of the Offer have now been satisfied or waived and,
accordingly, the Offer is declared wholly unconditional.
The Offer will remain open until further notice. Prior to Costa closing the
Offer, at least 14 days' notice will be given to those coffeeheaven Shareholders
who have not accepted the Offer by then. coffeeheaven Shareholders who have not
yet accepted the Offer are encouraged to do so without delay.
Cancellation of trading, re-registration and compulsory acquisition
As set out on page 14 of the Offer Document and following the receipt of
sufficient acceptances, Costa intends to procure coffeeheaven to apply to the
London Stock Exchange for the cancellation of admission to, and trading of
coffeeheaven Shares on, AIM and to notify (as defined in the AIM Rules) such
intended cancellation. Cancellation of admission to trading on AIM of the
coffeeheaven Shares would significantly reduce the liquidity and marketability
of any coffeeheaven Shares not yet assented to the Offer and the value of any
such coffeeheaven Shares may be affected as a consequence.
It is also Costa's intention, after the cancellation of the AIM admission
referred to above becoming effective, to re-register coffeeheaven as a private
company under the relevant provisions of the 2006 Act.
In addition, Costa intends, following receipt of acceptances of the Offer in
respect of, and/or otherwise acquisition of, 90 per cent or more of the
coffeeheaven Shares to which the Offer relates, to acquire compulsorily any
outstanding coffeeheaven Shares in accordance with the relevant provisions of
the 2006 Act.
Settlement
The consideration to which any coffeeheaven Shareholder is entitled under the
Offer will be settled (i) in the case of valid acceptances received on or before
1:00 p.m. (London time) on the date of this announcement, on or before 4 March
2010; and (ii) in the case of valid acceptances received after the date of this
announcement but while the Offer remains open for acceptance, within 14 days of
such receipt, in either case in the manner described in the Offer Document.
Further acceptances
coffeeheaven Shareholders holding coffeeheaven Shares in certificated form (that
is, not in CREST) who have not yet accepted the Offer but wish to do so are
urged to complete, sign and return the Form of Acceptance (together with your
share certificate(s) and any other documents of title) as soon as possible to
Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from
Capita Registrars by telephoning 0871 664 0321 from within the UK or on + 44 20
8639 3399 if calling from outside the UK.
coffeeheaven Shareholders holding coffeeheaven Shares in uncertificated form
(that is, in CREST), who have not yet accepted the Offer but wish to do so are
urged to follow the procedure for Electronic Acceptance through CREST so that
the TTE instruction settles as soon as possible. If you are a CREST sponsored
member, you should refer to your CREST sponsor before taking any action as only
your CREST sponsor will be able to send the necessary TTE instructions to
Euroclear UK in relation to your coffeeheaven Shares.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any weekday (Saturdays, Sundays and
public holidays excepted) at the offices of Macfarlanes LLP at 20 Cursitor
Street, London, EC4A 1LT, while the Offer remains open for acceptance.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will
be available free of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions (as defined herein), for inspection on the
following websites by no later than 12 noon on 19 February 2010:
www.whitbread.co.uk
Capitalised terms used but not defined in this announcement have the same
meaning as given to them in the Offer Document.
Enquiries
Whitbread and Costa - 01582 844854
Laura Pearson, Corporate Communications Manager, Whitbread
John Derkach, Managing Director, Costa
Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to
Whitbread) -
020 7545 8000
James Arculus
James Cass
Martin Pengelley (corporate broking)
Tulchan (public relations adviser to Whitbread) - 020 7353 4200
David Allchurch
Deutsche Bank AG is authorised under German Banking Law (competent authority:
BaFin - Federal Financial Supervisory Authority) and authorised and subject to
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's
authorisation and regulation by the FSA are available on request. Deutsche Bank
AG, London Branch is acting as financial adviser to Whitbread and Costa and no
one else in connection with the contents of this announcement and will not be
responsible to anyone other than Whitbread and Costa for providing the
protections afforded to the clients of Deutsche Bank AG, London Branch nor for
providing advice in relation to any matter referred to herein.
This announcement is not intended to and does not constitute or form any part of
an offer to sell or an invitation to purchase or the solicitation of an offer to
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely
through the Offer Document and, in the case of certificated coffeeheaven Shares,
the Form of Acceptance, which will together contain the full terms and
conditions of the Offer, including details of how to accept the Offer. Any
acceptance or other response to the Offer should be made only on the basis of
the information contained in the Offer Document and, in the case of certificated
coffeeheaven Shares, the Form of Acceptance.
Overseas Shareholders
The distribution of this announcement in jurisdictions other than the United
Kingdom or the United States may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about, and observe any such restrictions. Failure
to comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
Unless otherwise determined by Costa, the Offer is not being, and will not be,
made, directly or indirectly, in or into or by the use of the mails of, or by
any other means or instrumentality (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of
electronic communication) of interstate or foreign commerce of, or any facility
of a national securities exchange of Canada, Australia or Japan or any
jurisdiction in relation to which the extension or acceptance of the Offer to
such jurisdiction would violate the laws of such jurisdiction, or where local
laws or regulation may result in a significant risk of civil, regulatory or
criminal exposure if information on the Offer is sent or made available to
coffeeheaven Shareholders in that jurisdiction (each a "Restricted
Jurisdiction") and is not and will not be capable of acceptance by any such use,
means or facility or from within any such Restricted Jurisdiction. Accordingly,
unless otherwise determined by Costa, copies of this announcement and any other
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related document to
any jurisdiction outside the United Kingdom or the United States should inform
themselves of, and observe, any applicable legal or regulatory requirements of
any relevant jurisdiction. Neither the SEC nor any US state securities
commission has approved or disapproved the Offer or passed upon the adequacy or
completeness of this announcement or any other documentation relating to the
Offer (including, without limitation, the Offer Document or the Form of
Acceptance). Any representation to the contrary is a criminal offence.
It is the responsibility of each coffeeheaven Shareholder (or nominee of, or
custodian or trustee for coffeeheaven Shareholder) who is resident in or is a
national or citizen of jurisdictions outside of the United Kingdom and the
United States (each an "Overseas Shareholder") to inform himself, herself or
itself about and observe any applicable legal requirements. No Overseas
Shareholder receiving a copy of this announcement and/or any other documentation
relating to the Offer in a Restricted Jurisdiction may treat the same as
constituting an invitation or offer to him and in such circumstances, this
announcement and/or any other documentation relating to the Offer are sent for
information only. It is the responsibility of any Overseas Shareholder receiving
a copy of this announcement and/or any other documentation relating to the Offer
in any jurisdiction outside the United Kingdom and the United States who wishes
to accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of that jurisdiction in connection with the Offer,
including obtaining any governmental, exchange control or other consents which
may be required, and compliance with any other necessary formalities which need
to be observed and the payment of any transfer or other taxes or duties that may
be or become due under the laws of such jurisdiction. Any such Overseas
Shareholder will be responsible for any such transfer or other taxes or duties
by whomsoever payable and Costa and Whitbread (and any person acting on behalf
of Costa or Whitbread) shall be fully indemnified and held harmless by such
Overseas Shareholder for any such transfer or other taxes or duties or other
requisite payments as Costa or Whitbread (and any person acting on behalf of
Costa or Whitbread) may be required to pay.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside England, including those of
the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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