NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
29 FEBRUARY
2024
RECOMMENDED ACQUISITION
of
THE CITY PUB GROUP PLC
("City Pubs")
by
YOUNG & CO.'S BREWERY, P.L.C.
("Young's")
(to be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006)
Court sanction of the
Scheme
Introduction
On 16 November 2023, the boards of
Young's and City Pubs announced that they had reached agreement on
the terms of a recommended offer pursuant to which Young's will
acquire the entire issued and to be issued share capital of City
Pubs (the "Transaction").
The Transaction is to be implemented by means of a Court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). A scheme
document in relation to the Transaction was published by City Pubs
on 13 December 2023 ("Scheme
Document").
Further to the announcement of 17
January 2024, City Pubs is pleased to announce that the Court has
today issued a Court Order sanctioning the Scheme. The Scheme will
become Effective upon the delivery of a copy of the Court Order to
the Registrar of Companies for registration, which is expected to
occur on 4 March 2024.
Capitalised terms in this
announcement, unless otherwise defined, have the same meaning as
set out in the Scheme Document.
Next steps
City Pubs confirms that the Scheme
Record Time will be 6.00 p.m. on 1 March 2024.
A request has been made for the
suspension of dealings in City Pubs Shares on AIM with effect from
7.30 a.m. on 4 March 2024. The last day of dealing in City Pubs
Shares will therefore be 1 March 2024, and once suspended, it is
not expected that trading in City Pubs Shares will
recommence.
It is expected that, subject to the
Scheme becoming Effective on 4 March 2024, the cancellation of the
admission to trading of City Pubs Shares on AIM will become
effective from 7.00 a.m. on 5 March 2024.
A further announcement will be made
when the Scheme has become Effective.
All times shown are London times. If
any of the expected times and/or dates above change, the revised
times and/or dates will be notified to City Pubs Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on City Pubs' website at
https://www.citypubcompany.com/investors/
and on Young's website at https://www.youngs.co.uk/investors.
Enquiries:
City Pubs
|
Tel: +44
(0) 20 7559 5106
|
Clive Watson, Executive
Chairman
|
|
Holly Elliott, CFO
|
|
|
|
Houlihan Lokey
|
Tel: +44
(0) 20 7839 3355
|
(Lead Financial Adviser and
Joint Rule 3 Adviser to City Pubs)
|
Sam Fuller / Tim Richardson / Tom
Barnard
|
|
|
|
Liberum
|
Tel: +44
(0) 20 3100 2000
|
(Financial Adviser, Joint
Rule 3 Adviser, Nominated Advisor and Broker to City
Pubs)
|
|
Chris Clarke / Mark Harrison / Ed
Thomas
|
|
|
|
Panmure Gordon
|
Tel: +44
(0) 20 7886 2500
|
(Joint Broker to City
Pubs)
|
|
Simon French / Rupert Dearden /
Ailsa Macmaster
|
|
|
|
Instinctif Partners
|
Tel: +44
(0) 20 7457 2020
|
(PR Adviser to City
Pubs)
|
|
Matthew Smallwood / Justine
Warren
|
|
|
|
|
| |
Addleshaw Goddard LLP are acting as
legal adviser to City Pubs in connection with the
Transaction.
Houlihan Lokey and Liberum are each
providing independent advice to City Pubs pursuant to Rule 3 of the
Code.
Notices relating to financial advisers
Houlihan Lokey UK Limited ("Houlihan Lokey"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively as financial adviser to City Pubs
and no one else in connection with the Transaction and will not be
responsible to anyone other than City Pubs for providing the
protections afforded to clients of Houlihan Lokey or for providing
advice in relation to the Transaction or any other matters referred
to in this announcement. Neither Houlihan Lokey 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 client
of Houlihan Lokey in connection with this announcement, any
statement contained herein or otherwise.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively to City Pubs and no one else in connection
with the Transaction and will not be responsible to anyone other
than City Pubs for providing the protections afforded to clients of
Liberum or for providing advice in relation to the Transaction or
any other matters referred to in this announcement. Neither Liberum
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 client of Liberum in connection with this announcement, any
statement contained herein or otherwise.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised
and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for City Pubs and no one else in
connection with the Transaction and will not be responsible to
anyone other than City Pubs for providing the protections afforded
to clients of Panmure Gordon nor for providing advice in relation
to any other matters referred to in this announcement. Neither
Panmure Gordon 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 client of Panmure Gordon in connection with
this announcement, any statement contained herein or
otherwise.
Overseas
shareholders
The release, publication or distribution of this announcement
in or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the
purpose of complying with English law, the Code, the Market Abuse
Regulation and the AIM Rules and information disclosed may not be
the same as that which would have been prepared in accordance with
the laws of jurisdictions outside of the UK.
The availability of this announcement or the Scheme Document
to City Pubs Shareholders who are not resident in and citizens of
the UK may be affected by the laws of the relevant jurisdictions in
which they are located or of which they are citizens. Persons who
are not resident in the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the UK to vote their Scheme Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another person to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities law of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless otherwise determined by Young's or required by the
Code, and permitted by applicable law and regulation, the
Transaction and the New Young's A Shares to be issued pursuant to
the Transaction to City Pubs Shareholders will not be made
available, in whole or in part, directly or indirectly in, into, or
from a Restricted Jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
and no person may vote in favour of the Transaction by any such
use, means, instrumentality, or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement, the Scheme Document and any other formal
documentation relating to the Scheme and the Transaction 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,
without limitation, custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Transaction. If the
Transaction is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The availability of New Young's A Shares pursuant to the
Transaction to City Pubs Shareholders who are not resident in the
United Kingdom or the ability of those persons to hold such shares
may be affected by the laws or regulatory requirements of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements. City Pubs
Shareholders who are in any doubt about such matters should consult
an appropriate independent professional adviser in the relevant
jurisdiction without delay.
Further details in relation to overseas shareholders are
included in the Scheme Document.
Additional information for US
investors
The Transaction relates to the shares of an English company
with a quotation on AIM and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the U.S.
Securities Exchange Act of 1934 (the "U.S. Exchange Act"). Accordingly, the
Transaction is subject to the disclosure requirements and practices
applicable in the UK to schemes of arrangement which differ from
the disclosure requirements of the U.S. tender offer and proxy
solicitation rules. Neither the United States Securities and
Exchange Commission, nor any securities commission of any state of
the United States, has approved or disapproved any offer, or passed
comment upon the adequacy or completeness of any of the information
included in this announcement. The financial information included
in this announcement and the Scheme Document has been prepared in
accordance with generally accepted accounting principles of the
United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
If, in the future, Young's exercises its right, with the
consent of the Panel (where necessary), to implement the
Transaction by way of an Offer, which is to be made into the United
States, such Offer will be made in compliance with the applicable
U.S. laws and regulations.
It
may be difficult for U.S. holders of City Pubs Shares to enforce
their rights and any claim arising out of the U.S. federal laws in
connection with the Transaction, since Young's and City Pubs are
located in a non-U.S. jurisdiction, and some or all of their
officers and directors may be residents of a non-U.S. jurisdiction.
U.S. holders of City Pubs Shares may not be able to sue a non-U.S.
company or its officers or directors in a non-U.S. court for
violations of the U.S. securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's jurisdiction or
judgement.
In
accordance with normal UK practice and pursuant to Rule 14e-5(b) of
the U.S. Exchange Act, Young's, its nominees, or their brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, Young's Shares outside of the
U.S., other than pursuant to the Transaction, until the date on
which the Scheme becomes Effective, lapses or is otherwise
withdrawn.
Also, in accordance with Rule 14e-5(b) of the US Securities
Exchange Act of 1934, each of J.P. Morgan Cazenove, Stifel,
Houlihan Lokey, Liberum and Panmure Gordon will continue to act as
an exempt trader in City Pubs Shares on the London Stock Exchange.
These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the U.S. Exchange Act. Any
information about such purchases will be disclosed as required in
the UK, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
U.S. City Pubs Shareholders also should be aware that the
transaction contemplated herein may have tax consequences in the
U.S. and, that such consequences, if any, are not described herein.
U.S. City Pubs Shareholders are urged to consult with legal, tax
and financial advisers in connection with making a decision
regarding this transaction.
Forward-Looking
Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Transaction, and other information published by Young's and City
Pubs, contains statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Young's and City Pubs (as applicable) about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking
statements
.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Transaction on Young's and City Pubs (including their future
prospects, developments and strategies), the expected timing and
scope of the Transaction and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "cost-saving", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements may include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Young's, City
Pubs, any member of the Young's Group's or any member of the City
Pubs Group's operations and potential synergies resulting from the
Transaction; and (iii) the effects of global economic conditions
and governmental regulation on Young's, City Pubs, any member of
the Young's Group's or any member of the City Pubs Group's
business.
Although Young's and City Pubs believe that the expectations
reflected in such forward-looking statements are reasonable,
Young's and City Pubs can give no assurance that such expectations
will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. Neither Young's nor City Pubs
assumes any obligation to update or correct the information
contained in this announcement (whether as a result of new
information, future events or otherwise) except as required by
applicable law.
The factors that could cause actual results to differ
materially from those described in the forward-looking statements
include, but are not limited to: the ability to complete the
Transaction; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on
the proposed terms; changes in the global political, economic,
business and competitive environments and in market and regulatory
forces; changes in future exchange and interest rates; changes in
tax rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; and changes in the anticipated
benefits from the proposed transaction not being realised as a
result of: changes in general economic and market conditions in the
countries in which Young's and City Pubs operate, weak, volatile or
illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which Young's
and City Pubs operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
expected, estimated or projected in the forward-looking statements.
If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual
results may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Young's nor City
Pubs, nor any of their respective associates or directors, officers
or advisers, provides any representation, assurance or guarantee
that the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements.
Specifically, statements of estimated cost savings and
synergies related to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. As a
result, and given the fact that the changes relate to the future,
the resulting cost synergies may be materially greater or less than
those estimated.
Other than in accordance with their legal or regulatory
obligations, neither Young's nor City Pubs is under any obligation,
and Young's and City Pubs expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one (1) per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first
identified.
An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code applies must be
made by no later than 3.30 p.m. (London time) on the tenth
(10th) Business Day following the commencement of the
Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the tenth (10th) Business Day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one (1) per cent. or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8 of the Takeover Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Takeover
Code applies must be made by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant
dealing.
If
two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the Takeover Code).
Details of the offeree and offeror companies in respect of
whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a
website
In
accordance with Rule 26.1 of the Takeover Code, a copy of this
announcement and the documents required to be published under Rule
26 of the Takeover Code, will be made available free of charge
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions) on City Pubs' website at
https://www.citypubcompany.com/investors/
and on Young's
website at https://www.youngs.co.uk/investors
by no later than
12 noon (London time) on the Business Day following this
announcement. The content of any website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
No profit forecasts, profit
estimates or quantified benefits statements
No
statement in this announcement is intended as a profit forecast,
profit estimate or quantified benefits statement for any period and
no statement in this announcement should be interpreted to mean
that earnings or earnings per share for City Pubs or for Young's
for the current or future financial years would necessarily match
or exceed the historical published earnings or earnings per share
for City Pubs or for Young's.
Requesting hard copy
documents
In
accordance with Rule 30.3 of the Takeover Code, City Pubs
Shareholders, persons with information rights and City Pubs Share
Plan Participants may request a hard copy of this announcement or
the Scheme Document (and any information incorporated by reference
in this announcement) by contacting the registrar of City Pubs,
Equiniti, between 8.30 a.m. and 5.30 p.m. Monday to Friday (except
public holidays in England and Wales) on +44 (0) 371 384 2050 (if
calling from outside of the UK, please ensure the country code is
used). Equiniti cannot provide advice on the merits of the
Transaction or give any financial, legal or tax advice. Calls
to Equiniti from outside the UK will be charged at applicable
international rates. Different charges may apply to calls from
mobile telephones and calls may be recorded and randomly monitored
for security and training purposes.
Alternatively, a request in writing may be submitted to
Equiniti at Aspect House, Spencer Road, Lancing, West Sussex, BN99
6DA.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.