TIDMZZZZ TIDMIRC
RNS Number : 4379G
W2D2 Limited
12 May 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 May 2011
Cash Offer
by
W2D2 Limited
(a company formed at the direction of Malcolm Walker, Tarsem
Dhaliwal, Steven Walker and Paul Dawes)
for
Individual Restaurant Company plc
Posting of Offer Document
Further to the announcement made on 21 April 2011 by the Board
of W2D2 Limited ("W2D2") of a cash offer for the entire issued and
to be issued share capital of Individual Restaurant Company plc
("IRC"), W2D2 hereby announces that the offer document, dated 11
May 2011 (the "Offer Document"), together with the Form of
Acceptance in connection with the Offer were posted to IRC
Shareholders on 11 May 2011.
Copies of the Offer Document and the Form of Acceptance are
available for inspection and collection (during normal business
hours only) from Capita Registrars Limited, Corporate Actions, The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions on W2D2 Limited's website at www.W2D2ltd.co.uk and on
the IRC website at www.individualrestaurantcompanyplc.co.uk during
the course of the Offer.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 1 June 2011.
Terms defined in the Offer Document have the same meaning as
when used in this announcement.
Please carefully read the Offer Document and Form of Acceptance
in its entirety before making a decision with respect to the
Offer.
Enquiries:
W2D2 Limited
Keith Hann Tel: 07831 521 870
_______________________________________________________________
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 or the solicitation of an offer to subscribe for
or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. W2D2 Limited has prepared the
Offer Documentation distributed to IRC Shareholders and, for
information only, to persons with information rights. The Offer is
made solely by the Offer Documentation which contains the full
terms and conditions of the Offer, including details of how the
Offer may be accepted. Please carefully read the Offer
Documentation in its entirety before making a decision with respect
to the Offer.
Rothschild, which is authorised and regulated by the Financial
Services Authority, is acting exclusively as financial adviser to
W2D2 Limited and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than W2D2 Limited for providing the protections
afforded to clients of Rothschild or for providing advice in
relation to this matter, the content of this announcement or any
matter referred to herein. Neither Rothschild 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 a client of Rothschild in connection with this
announcement, any statement contained herein or otherwise.
The Offer shall be made solely by W2D2 Limited and neither
Rothschild nor any of its respective affiliates are making the
Offer.
Altium, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for IRC
as financial adviser in relation to the Offer and is not acting for
or advising any other person and accordingly will not be
responsible to any person other than IRC for providing the
protections afforded to the customers of Altium or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein or in the Offer
Documentation. Neither Altium nor any of its 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 a customer of Altium in
connection with this announcement, any statement contained herein
or otherwise.
This announcement has been prepared in accordance with English
law, the City Code, the AIM Rules and the Disclosure and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
1. Overseas Jurisdictions
The availability of the Offer or the distribution of this
announcement to IRC Shareholders who are not resident in the United
Kingdom may be affected by the laws and regulations of the relevant
jurisdiction in which they are located or of which they are
citizens. Any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any and all applicable legal or
regulatory requirements of their jurisdiction. Any failure to
comply with the requirements of such jurisdictions may constitute a
violation of the securities laws of such jurisdictions. Further
details in relation to overseas shareholders is contained in the
Offer Documentation.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
The Offer will not be made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
2. Notice to US holders of IRC Shares
Neither the United States Securities and Exchange Commission nor
any state securities commission has reviewed, approved or
disapproved this announcement or any of the proposals described in
this announcement.
3. Forward-Looking Statements
This announcement may contain "forward looking statements"
concerning W2D2 Limited and IRC. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. These statements are based on assumptions and
assessments made by the Independent IRC Directors and W2D2 Limited
Directors in the light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature the
forward looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to
factors that are beyond the ability of W2D2 Limited and IRC to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement.
Neither W2D2 Limited nor IRC undertakes any obligation to update
or revise publicly any of the forward-looking statements set out
herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of W2D2
Limited, IRC or the Enlarged Group following completion of the
Offer unless otherwise stated.
4. Publication on websites
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on W2D2
Limited's website at www.W2D2ltd.co.uk and on the IRC website at
www.individualrestaurantcompanyplc.co.uk during the course of the
Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Provision of addresses, electronic addresses, elections and
other details
Please be aware that addresses, electronic addresses and certain
other information provided by IRC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from IRC may be provided to W2D2 Limited during the
offer period as required under Section 4 of Appendix IV of the City
Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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