TIDMIRC
RNS Number : 2952U
Individual Restaurant Company PLC
22 June 2009
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER RESTRICTED JURISDICTION
THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR
PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF
INFORMATION IN THE CIRCULAR TO SHAREHOLDERS EXPECTED TO BE PUBLISHED BY
INDIVIDUAL RESTAURANT COMPANY PLC TODAY IN CONNECTION WITH THE OPEN OFFER.
Individual Restaurant Company plc
("IRC" or the "Company")
Open Offer of 16,195,885 Open Offer Shares at 13 pence per Open Offer Share on
the basis of 4.1 Open Offer Shares for every 10 Existing Ordinary Shares
The Company announces today a fundraising by way of an Open Offer to raise
approximately GBP2.1 million. The Open Offer is being made on a fully
pre-emptive basis, allowing Qualifying Shareholders the opportunity to
participate in the Fundraising. The Open Offer is partially underwritten up to a
maximum of 10,836,417 Open Offer Shares.
Highlights
* Fundraising to raise approximately GBP2.1 million
* The Open Offer is to be made by way of a Circular to be sent to Qualifying
Shareholders who will be given the opportunity to subscribe for Open Offer
Shares pro rata to their existing shareholdings at a price of 13 pence per Open
Offer Share on the following basis: 4.1 Open Offer Share for every 10 Existing
Ordinary Shares
* The Open Offer is partially underwritten by Blackstar (Isle of Man) Limited (in
its capacity as trustee of The Malcolm Conrad Walker EFRBS)
* The purpose of the Fundraising is to reduce the Company's indebtedness to a more
appropriate level for the current economic climate
* Irrevocable undertakings from the Directors of the Company to take up their Open
Offer Entitlements, representing approximately 7.4 per cent. of the Group's
issued share capital prior to the Open Offer
* Application will be made to the London Stock Exchange for the Open Offer Shares
to be admitted to trading on AIM. Dealings are expected to commence in the Open
Offer Shares on 9 July 2009
* The Circular to Shareholders setting out details of the Open Offer, accompanied
by the Application Form (if applicable), is expected to be posted to Qualifying
Shareholders today
22 June 2009
+------------------------------------+------------------------------------+
| Enquiries: | |
| | |
+------------------------------------+------------------------------------+
| Individual Restaurant Company plc | |
+------------------------------------+------------------------------------+
| Steven Walker | 0161 839 5511 |
+------------------------------------+------------------------------------+
| Vernon Lord | 07971 197 931 |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
| Altium Capital Limited | |
+------------------------------------+------------------------------------+
| Mike Fletcher | 0161 831 9133 |
+------------------------------------+------------------------------------+
| | |
+------------------------------------+------------------------------------+
| College Hill | |
+------------------------------------+------------------------------------+
| Justine Warren | 020 7457 2020 |
+------------------------------------+------------------------------------+
This summary should be read in conjunction with the detailed announcement
which follows.
Paragraph 13 of the full announcement contains the definitions of certain terms
used in this summary and the full announcement. This announcement does not
constitute, or form part of, an offer to sell, or the solicitation of an offer
to subscribe for or buy, any of the Open Offer Shares to be issued in connection
with the Open Offer.
The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
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 or regulations of such jurisdiction.
A circular to Shareholders containing the details relating to the Open Offer
(the "Circular") is expected to be despatched today.
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, the Republic of South Africa or any other Restricted Jurisdiction
and does not constitute, or form part of, an offer or the solicitation of an
offer, or inducement, or invitation to subscribe for, buy, underwrite or
otherwise acquire, any rights, shares or other securities, nor shall there be
any sale, issue or transfer of shares in the Company in any jurisdiction in
contravention of applicable law. Any offer, invitation or inducement to acquire
shares in the Company will be made solely by means of the Circular as updated by
any supplementary circular, and in the Application Form and any decision to
keep, buy or sell shares in the Company should be made solely on the basis of
the information contained in such document(s).
The Open Offer Shares have not been approved or disapproved by the US Securities
and Exchange Commission, any State securities commission in the United States or
any other US regulatory authority, nor have any of the foregoing authorities
passed upon or endorsed the merits of the offering of the Open Offer Shares or
the accuracy or adequacy of this announcement or the Circular. The securities
referred to herein have not been and will not be registered under the US
Securities Act and may not be sold or offered in the United States unless
registered under the US Securities Act or any applicable exemption from such
registration. No public offering of Open Offer Shares will be made in the United
States, Australia, Canada, Japan, the Republic of South Africa or any other
Restricted Jurisdiction.
This announcement includes statements that are, or may be, 'forward-looking
statements'. These forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'beliefs', 'estimates',
'plans', 'anticipates', 'targets', 'aims', 'continues', 'expects', 'intends',
'may', 'will', 'would' or 'should' or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number of places
throughout this announcement and include statements regarding the Group's
intentions, beliefs or current expectations concerning, among other things, the
Group's result of operations, financial condition, liquidity, prospects, growth
strategies and the markets in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
future events and circumstances. A number of factors could cause actual results
and developments to differ materially from those expressed or implied by the
forward-looking statements, including, without limitation: market position of
the Group, earnings, financial position, cash flows, return on capital,
anticipated investments and capital expenditures, changing business or other
market conditions and general economic conditions. These and other factors could
adversely affect the outcome and financial effects of the events described
herein and the Group. Forward-looking statements contained in this announcement
based on these trends or activities should not be taken as a representation that
such trends or activities will continue in the future.
Individual Restaurant Company plc
("IRC" or the "Company")
Proposed Open Offer of 16,195,885 Open Offer Shares
at 13 pence per Open Offer Share
1. Introduction
The Board of IRC announced today a fundraising, by way of an Open Offer to raise
approximately GBP2.1 million.
The purpose of the Fundraising is to reduce the Company's indebtedness to a more
appropriate level for the current economic climate. The Fundraising will utilise
the Company's existing share authorities as conferred at its Annual General
Meeting held on 21 May 2009. There is no requirement for Shareholders to vote on
the Fundraising, however Qualifying non-Crest Holders will be required to
complete the accompanying Application Form should they wish to take up
their entitlements under the Open Offer. The Board believes that the Fundraising
is in the best interests of Shareholders as it will reduce the Company's net
indebtedness and provide a more flexible capital structure. Going forward,
the extra headroom may enable the Company to take advantage of any site
opportunities, should the trading environment allow for it.
In addition to the Fundraising set out in this document, the Board continues to
explore additional sources of equity finance, including the potential use of the
authority granted by Shareholders at the last AGM to allot authorised but as yet
unissued Existing Ordinary Shares for cash.
2. Background to and reasons for the Fundraising
At the time of the Individual Restaurant Company Limited's reverse takeover of
Bank Restaurant Group plc in December 2006, the Company had in place a GBP13.5
million revolving credit facility provided by its current banking partner,
Lloyds. At that time it was anticipated that the roll out of new restaurants at
a rate of approximately 6 sites per annum would be funded by the Company through
a combination of internally generated cash flow and additional debt financing.
It was also anticipated additional leveraged finance would be taken on as and
when required by the Company in order to continue its expansion plans.
Since its re-admission to AIM, the Company has opened 12 restaurants (with 6
being opened in 2007 and 6 sites being added in 2008) following the
above-mentioned model. The financial performance of those new openings has so
far been in accordance with the Company's expectations. In March 2008 the
Company successfully renegotiated its banking facilities based on the increased
profitability of the Group, taking the facilities to GBP18.5 million and
providing the funding required for the expansion of its restaurant estate in
2008.
In the past 12 months consumer facing businesses have faced more difficult
trading conditions. The Company noted in its preliminary results statement on 30
March 2009, that trading in the second half of 2008 was challenging, with such
conditions continuing in 2009. Against this backdrop the Company has
successfully renegotiated its GBP18.5 million facility with Lloyds in March
2009. However, the new facility requires regular amortisation payments starting
in December 2009 culminating in a bullet repayment of GBP13.0 million in
January 2012. This repayment profile restricts the expansion plans of the
business. Given these restrictions the Board does not believe financing new
restaurant openings through additional debt capacity is sustainable in the short
to medium term. Accordingly, the Board has examined a wide range of options to
raise additional capital and firmly believes the Fundraising is the most
suitable method of raising finance for the Company in the current
economic climate.
The proceeds of the Fundraising will be principally used to reduce the Company's
net indebtedness to what the Board considers to be a more appropriate level. IRC
is committed to working towards a Net Debt to EBITDA level that is in line with
current market sentiment. The fully pre-emptive Open Offer will provide
all Qualifying Shareholders with the opportunity to participate in the
Fundraising.
3. Opportunities
Through the adoption of what the Board believes to be a more appropriate capital
structure via the Fundraising and the consequent reduction in the Company's
indebtedness, the Company could be better placed to capitalise on the
significant opportunities available to it.
Restaurant Sites
The economic instability experienced in 2008 has had a significant adverse
effect on the commercial property market. The Board believes that the state of
the commercial property market, combined with the possible failure or downsizing
of less resilient competitors, will create opportunities for the Company to
acquire premium sites at rates and terms that should be significantly more
attractive than historical site acquisitions. The Company has identified a
number of possible sites where rents are attractive and landlords are offering
significant capital contributions to incentivise tenancy. Such capital
contributions could have a material impact on reducing the development
costs required to be funded by the Company. The average site fit-out has
historically cost the Company approximately GBP1.2 million. The additional
headroom to its bank facility created by the Fundraising will help IRC take
advantage of the preferential terms, rent agreements and capital contributions
available and put the Company in a stronger position to prosper throughout the
economic downturn and when the market recovers.
Whilst the additional headroom should help the Company to pursue attractive site
opportunities, the Board acknowledges the need to remain vigilant and cautious
during this challenging trading period, particularly with regard to any further
site acquisitions. Accordingly, the Company's roll out plans are to be adapted
to current market conditions. There will be no new openings in H1 FY09 and it is
anticipated that any potential openings in H2 will be funded primarily out of
cashflow. The Company intends to re-examine its roll out strategy once
the market shows signs of recovery and the Board is confident that, when the
timing is right, the Company can grow.
Market Differentiation
The Company operates within the premium casual dining market and places
significant focus on the quality of its people, food, service and cleanliness
and does not engage in discounting promotions to drive volume at the expense of
margin. The Board believes that these fundamental policies have been key to the
success of the Company's expansion and help to differentiate the Company from
those of its competitors who have undertaken
significant discounting measures.
The Fundraising should provide sufficient headroom and flexibility for the
Company to be able to continue to promote the same values that have helped to
continue the growth of its business successfully to date and protect and enhance
the brand image which the Company has developed over the past four years.
For the reasons stated above, the Board firmly believes that the Fundraising is
in the best interests of all Shareholders.
4. Information on IRC
IRC was formed through the reverse takeover of Bank Restaurant Group Plc. On its
re-admission to AIM on 22 December 2006, IRC had 24 sites split between the
brands of Piccolino (13), Bar & Grill (4), Zinc Bar and Grill (4) and Bank (3).
IRC currently operates 34 restaurants where it has consolidated its four brands
into two key brands, regularly serving over 34,000 customers per week. There are
23 restaurants operating under the Piccolino brand and 11 restaurants under the
Bar & Grill brand. Both brands operate within the premium casual dining market
and aim to offer a high quality, value for money concept.
IRC has created the Piccolino brand as an Italian restaurant concept serving
both modern and classic Italian food. 12 of the current restaurants operating
under this brand are city centre based with the remaining 11 restaurants based
in affluent suburban and town locations. Since 2006, management has focused on
growing operations in the south of England, with 5 Piccolinos now based in
London and the surrounding area.
The Bar & Grill branded restaurants serve high quality cuisine alongside wines
and cocktails from around the world, in striking, modern environments. There are
11 restaurants in the portfolio with 6 based in city centre locations in
Glasgow, Manchester (2), Leeds, Liverpool and London and 5 based in affluent
suburban and town locations.
Since re-admission, the Board has seen the Bar & Grill brand strengthen and are
as confident of its roll out potential as they are with the Piccolino brand.
IRC has an experienced management team which has been involved in the expansion
of the business. The team is led by Robert Breare, Steven Walker, Vernon Lord
and Iain Donald who operate as the Non-Executive Chairman, Chief Executive,
Finance Director and Operations Director of the Company respectively.
Richard Simpson, a non-executive director of IRC, provides IRC with a wealth of
sector and other business experience both in the public and private markets.
5. Details of the Open Offer
IRC is proposing to raise approximately GBP2.1 million pursuant to the Open
Offer. The Issue Price of 13 pence per Open Offer Share represents a discount of
approximately 29.7 per cent. to the Closing Price for an Existing Ordinary Share
of 18.5 pence on 19 June 2009 (the last Business Day immediately preceding the
announcement of the Fundraising).
The Issue Price also represents a discount of 62.6 per cent. to the average
Closing Price of 34.8 pence over the last 12 months, and a discount of 25.7 per
cent. to the average Closing Price of 17.5 pence over the last 3 months, for the
periods up to and including 19 June 2009 (the last Business Day immediately
preceding the announcement of the Fundraising).
The Open Offer is being made on a fully pre-emptive basis, allowing Qualifying
Shareholders the opportunity to participate. The Open Offer, other than in
respect of the Committed Shares, has been partially underwritten by
the Underwriter up to a maximum of 10,836,417 Open Offer Shares. The Fundraising
is therefore not wholly conditional upon the level of applications made to
subscribe under the Open Offer or the approval of Qualifying Shareholders.
However, if no applications to subscribe under the Open Offer are received, the
maximum amount that the Company would raise would be reduced to approximately
GBP1.9 million.
The Open Offer provides Qualifying Holders with the opportunity to apply to
acquire Open Offer Shares at the Issue Price pro rata to their holdings of
Existing Ordinary Shares as at the Record Date on the following basis:
4.1 Open Offer Shares for every 10 Existing Ordinary Shares
and so on in proportion for any other number of Existing Ordinary Shares then
held. Entitlements to apply to acquire Open Offer Shares will be rounded down to
the nearest whole number and any fractional entitlement to Open Offer Shares
will be disregarded in calculating the Qualifying Holder's Entitlement and will
be aggregated and issued pursuant to the terms of the Underwriting Arrangement.
The Open Offer is subject to the satisfaction, amongst other matters, of the
following conditions on or before 8 July 2009, (or such later date being not
later than 8.00 a.m. on 23 July 2009, as the Group may decide):
(i) the Underwriting Arrangement being unconditional in all respects and not
having been terminated in accordance with its terms; and
(ii) Admission becoming effective by 8.00 a.m. on 9 July 2009, (or such later
time or date not being later than 8.00 a.m. on 23 July 2009 as the Company may
decide).
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the issued Existing Ordinary Shares, including the right to
receive all dividends and other distributions declared, made or paid after the
date of Admission.
The Open Offer is structured to allow Qualifying Shareholders to subscribe for
Open Offer Shares at the Open Offer price pro rata to their holdings of Existing
Ordinary Shares. Qualifying Shareholders may not make applications in excess of
their pro rata initial entitlement. To the extent that Open Offer Shares are
not subscribed by existing Qualifying Shareholders, Open Offer Entitlements will
lapse and the related Open Offer Shares will be issued pursuant to the
Underwriting Arrangement up to a maximum of 10,836,417 Open Offer Shares.
Qualifying Shareholders should note that the Open Offer is not a rights
issue. Qualifying non-CREST Holders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying Shareholders should
also be aware that in the Open Offer, unlike in a rights issue, any Open Offer
Shares not applied for will not be sold in the market or placed for the benefit
of Qualifying Shareholders who do not apply under the Open Offer.
Settlement and dealings
Application will be made to the London Stock Exchange for the Open Offer Shares
to be admitted to trading on AIM. It is expected that such Admission will become
effective and that dealings will commence at 8.00 a.m. on 9 July 2009.
Overseas Shareholders
Certain Overseas Shareholders may not be permitted to subscribe for Open Offer
Shares pursuant to the Open Offer.
6. Underwriting Arrangement
The Open Offer has been partially underwritten by the Underwriter, being
Blackstar (Isle of Man) Limited (in its capacity as trustee of The Malcolm
Conrad Walker EFRBS) up to a maximum of 10,836,417 Open Offer Shares.
The obligation on the Underwriter to subscribe for Open Offer Shares under the
Underwriting Arrangement is limited to those Open Offer Shares that are not
otherwise subscribed for by other Qualifying Shareholders up to a maximum of
10,836,417 Open Offer Shares. Furthermore, the Underwriter will not be
underwriting the issue and allotment of the Committed Shares in respect of which
the Company has received irrevocable undertakings from certain Directors and
Qualifying Shareholders to take up. In light of the respective size of the
Fundraising, the Underwriter has agreed to provide the Underwriting pursuant to
the Underwriting Arrangement at nil cost to the Company.
On the assumption that no Open Offer Entitlements are taken up other than the
Committed Shares, the Underwriter would be the holder of approximately
13,250,767 ordinary shares in the capital of the Company (representing
approximately 24.6 per cent. of the Enlarged Share Capital of 53,973,312
Ordinary Shares).
7. Intentions of the Directors in relation to the Open Offer
A number of the Directors are Qualifying Shareholders and have irrevocably
committed themselves to apply to acquire Open Offer Shares pursuant to the Open
Offer Entitlements attributable to their Existing Ordinary Shares.
Details of the Directors' interests in the Existing Ordinary Shares and the
number of Committed Shares in respect of which irrevocable undertakings have
been given by them are set out in the table below:
+------------------+------------------+------------------+------------------+
| | Number of | Number of | Total Amount to |
| | Existing | Committed Shares | be Subscribed at |
| | Ordinary | | Issue Price |
| | Shareholders | | |
| | held | | |
+------------------+------------------+------------------+------------------+
| Steven Walker | 6,249,632 | 2,562,349 | GBP333,105.37 |
+------------------+------------------+------------------+------------------+
| Vernon Lord | 515,925 | - | GBPnil |
+------------------+------------------+------------------+------------------+
| Iain Donald | 903,272 | 370,341 | GBP48,144.33 |
+------------------+------------------+------------------+------------------+
8. Action to be Taken in Respect of the Open Offer
Details in relation to the procedure for Qualifying Shareholders wishing to
apply for Open Offer Shares under the Open Offer are set out in the Circular
and, if appropriate, Application Form.
The latest time for applications under the Open Offer to be received is 11.00
a.m. on 8 July 2009. The procedure for application and payment depends on
whether, at the time at which application and payment is made, you have an
Application Form in respect of your entitlement under the Open Offer or have
Open Offer Entitlements credited to your stock account in CREST in respect of
such entitlement.
If you are in any doubt as to what action you should take, you should
immediately seek your own personal financial advice from your stockbroker, bank
manager, solicitor, accountant or other independent professional adviser duly
authorised under the Financial Services and Markets Act 2000 (as amended) if you
are resident in the United Kingdom or, if not, from another appropriate
authorised independent financial adviser.
9 Availability of Circular
The Circular setting out details of the Open Offer, accompanied by the
Application Form (if applicable), is expected to be posted to Qualifying
Shareholders today.
Copies of the Circular will be available for a period of 12 months from the date
of the Circular on the Company's website
(www.individualrestaurantcompanyplc.co.uk) free of charge in accordance with the
requirements of Rule 26 of the AIM Rules.
10. Expected Timetable of Principal Events
+----------------------------------------------------+-------------------+
| | 2009 |
+----------------------------------------------------+-------------------+
| Record Date for the Open Offer | 5.00 p.m. on 19 |
| | June |
+----------------------------------------------------+-------------------+
| Announcement of the Open Offer | 22 June |
| | |
+----------------------------------------------------+-------------------+
| Existing Ordinary Shares marked 'ex' by the London | 23 June |
| Stock Exchange | |
| | |
+----------------------------------------------------+-------------------+
| Open Offer Entitlements credited to stock accounts | 24 June |
| in CREST of Qualifying CREST Holders | |
| | |
+----------------------------------------------------+-------------------+
| Recommended latest time for requesting withdrawal | 4.30 p.m. on 2 |
| of Open Offer Entitlements from CREST | July |
| | |
+----------------------------------------------------+-------------------+
| Latest time for depositing Open Offer Entitlements | 3.00 p.m. on 3 |
| into CREST | July |
| | |
+----------------------------------------------------+-------------------+
| Latest time and date for splitting of Application | 3.00 p.m. on 6 |
| Forms (to satisfy bona fide market claims only) | July |
| | |
+----------------------------------------------------+-------------------+
| Latest time and date for receipt of completed | 11.00 a.m. on 8 |
| Application Forms and payment in full under the | July |
| Open Offer or settlement of relevant CREST | |
| instruction (as appropriate) | |
| | |
+----------------------------------------------------+-------------------+
| Date of Admission and commencement of dealings of | 9 July |
| the Open Offer Shares | |
| | |
+----------------------------------------------------+-------------------+
| Open Offer Shares credited to CREST stock accounts | 9 July |
| | |
| | |
+----------------------------------------------------+-------------------+
| Date of despatch of definitive share certificates | week commencing |
| for Open Offer Shares | 20 July |
| | |
+----------------------------------------------------+-------------------+
11. Open Offer Statistics
+-----------------------------------------------------+------------------+
| Market price per Existing Ordinary Share(1) | 18.5 pence |
| | |
+-----------------------------------------------------+------------------+
| Number of Existing Ordinary Shares in issue(2) | 39,502,160 |
| | |
+-----------------------------------------------------+------------------+
| Price of each Open Offer Share | 13 pence |
| | |
+-----------------------------------------------------+------------------+
| Number of Open Offer Shares to be offered for | 16,195,885 |
| subscription by the Company | |
| | |
+-----------------------------------------------------+------------------+
| Maximum Proceeds of the Open Offer (before | GBP2,105,465.05 |
| expenses) | |
+-----------------------------------------------------+------------------+
| Maximum Enlarged Share Capital following Admission | 55,698,045 |
| | |
+-----------------------------------------------------+------------------+
| Percentage of Enlarged Share Capital represented by | 29.1 per cent. |
| the Open Offer Shares | |
+-----------------------------------------------------+------------------+
| | |
+-----------------------------------------------------+------------------+
(1) Closing mid-market price on AIM on 19 June 2009, being the last Business Day
prior to the announcement of the Open Offer.
(2) As at 19 June 2009, being the last Business Day prior to the announcement of
the Open Offer.
12. Definitions
+--------------------+---------------------------------------------------+
| "Admission" | the admission of the Open Offer Shares to |
| | trading on the AIM market of the London Stock |
| | Exchange |
| | |
+--------------------+---------------------------------------------------+
| "AIM" | AIM, a market operated by the London Stock |
| | Exchange |
+--------------------+---------------------------------------------------+
| "AIM Rules" | the AIM rules for companies published by the |
| | London Stock Exchange in June 2009 (as |
| | amended) governing the admission to and the |
| | operation of AIM |
| | |
+--------------------+---------------------------------------------------+
| "AGM" | the Annual General Meeting of the Company |
| | held at 11.00 a.m. on 21 May 2009 |
| | |
+--------------------+---------------------------------------------------+
| "Application Form" | the personalised application form on which |
| | Qualifying non-CREST Holders (other than |
| | certain Overseas Shareholders) may apply for |
| | Open Offer Shares under the Open Offer |
| | |
+--------------------+---------------------------------------------------+
| "Capita | Capita Registrars Limited, part of the Capita |
| Registrars" | Group Plc |
| | |
+--------------------+---------------------------------------------------+
| "certificated" or | not in an uncertificated form |
| "certificated | |
| form" | |
| | |
+--------------------+---------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a |
| | share as derived from the AIM |
| | |
+--------------------+---------------------------------------------------+
| "Committed Shares" | the 3,634,735 Open Offer Shares in respect of |
| | which irrevocable |
| | undertakings to take up all of their |
| | respective Open Offer Entitlements have been |
| | received from certain Directors and Malcolm |
| | Conrad Walker |
| | |
+--------------------+---------------------------------------------------+
| "Company" or "IRC" | Individual Restaurant Company plc (registered |
| | number 4026693) |
| | |
+--------------------+---------------------------------------------------+
| "CREST" | the relevant system (as defined in the CREST |
| | Regulations) in respect of which Euroclear is |
| | the Operator (as defined in the CREST |
| | Regulations) |
| | |
+--------------------+---------------------------------------------------+
| "Directors" or | the directors of the Company at the date here |
| "Board" | of |
| | |
+--------------------+---------------------------------------------------+
| "Enlarged Share | the issued ordinary share capital of IRC |
| Capital" | immediately following completion of the |
| | Fundraising |
| | |
+--------------------+---------------------------------------------------+
| "Euroclear" | Euroclear UK & Ireland Limited, the operator |
| | of CREST |
| | |
+--------------------+---------------------------------------------------+
| "Existing Ordinary | each ordinary share with a nominal value of 5 |
| | pence in the capital of the Company as at the |
| Share" | date of this Document |
| | |
+--------------------+---------------------------------------------------+
| "Issue Price" | 13 pence per Open Offer Share |
| | |
+--------------------+---------------------------------------------------+
| "London Stock | London Stock Exchange plc |
| Exchange" | |
| | |
+--------------------+---------------------------------------------------+
| "Open Offer" or | the conditional offer made by the Company to |
| "Fundraising" | Qualifying Shareholders of Open Offer Shares |
| | on the terms and conditions set out in this |
| | Document and, where relevant, in the |
| | Application Form |
| | |
+--------------------+---------------------------------------------------+
| "Open Offer | an entitlement to apply to acquire Open Offer |
| Entitlement" | Shares, allocated to a Qualifying Holder |
| | pursuant to the Open Offer |
| | |
+--------------------+---------------------------------------------------+
| "Open Offer | the ordinary shares of 5 pence each in the |
| Shares" | capital of IRC to be issued pursuant to the |
| | Open Offer Shareholders with registered |
| | addresses in, or who are citizens, residents |
| | or nationals of, jurisdictions outside the UK |
| | |
+--------------------+---------------------------------------------------+
| "Qualifying CREST | Qualifying Holders holding Existing Ordinary |
| Holders" | Shares in uncertificated form |
| | |
+--------------------+---------------------------------------------------+
| "Qualifying | a Qualifying Holder's pro rata entitlement to |
| Holder's | Open Offer Shares |
| Entitlement" | |
| | |
+--------------------+---------------------------------------------------+
| "Qualifying | Qualifying Holders holding Existing Ordinary |
| non-CREST | Shares in certificated form |
| Holders" | |
| | |
+--------------------+---------------------------------------------------+
| "Qualifying | Shareholders whose names appear on the |
| Shareholder" | register of members of IRC on the Record Date |
| | as holders of Existing Ordinary Shares and |
| | who are eligible to be offered Open Offer |
| | Shares under the Open Offer in accordance |
| | with the terms and conditions set out in this |
| | Document |
| | |
+--------------------+---------------------------------------------------+
| "Record Date" | the record date for the Open Offer, being 19 |
| | June 2009 |
| | |
+--------------------+---------------------------------------------------+
| "Restricted | the United States, Australia, Canada, Japan, |
| Jurisdiction" | New Zealand, the Republic of Ireland and the |
| | Republic of South Africa |
| | |
+--------------------+---------------------------------------------------+
| "Underwriter" | Blackstar (Isle of Man) Limited (in its |
| | capacity as trustee of The Malcolm Conrad |
| | Walker EFRBS) |
| | |
+--------------------+---------------------------------------------------+
| "Underwriting | the conditional underwriting arrangement |
| Arrangement" | contained in an underwriting agreement |
| | entered into by the Underwriter with the |
| | Company on 19 June 2009 and "Underwriting" |
| | shall be construed accordingly |
+--------------------+---------------------------------------------------+
| "US Securities Act | the US Securities Act of 1933, as amended |
| 1933" | |
| | |
+--------------------+---------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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