TIDMCPC TIDMYNGA
RNS Number : 6532W
City Pub Group PLC (The)
13 December 2023
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
FOR IMMEDIATE RELEASE
13 DECEMBER 2023
RECOMMED ACQUISITION
of
THE CITY PUB GROUP PLC
("City Pubs")
by
YOUNG & CO.'S BREWERY, P.L.C.
("Young's")
(to be effected by means of a scheme of arrangement under Part
26 of the Companies Act 2006)
Publication and posting of Scheme Document
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 effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Publication and posting of the Scheme Document
The board of City Pubs is pleased to announce that it has
published a circular in relation to the Scheme (the "Scheme
Document"), together with the Forms of Proxy for the Court Meeting
and the General Meeting. The Scheme Document sets out, amongst
other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act
2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be
taken by City Pubs Shareholders.
Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Document.
Hard copies of the Scheme Document and Forms of Proxy for the
Court Meeting and the General Meeting have been posted to City Pubs
Shareholders. For information only, the Scheme Document will also
be sent, or made available to, persons with information rights and
to City Pubs Share Plan Participants.
Copies of this announcement and the Scheme Document will be
available free of charge (subject to certain restrictions relating
to persons in Restricted Jurisdictions) on City Pubs' website at
https://www.citypubcompany.com/investors/ and at Young's website at
https://www.youngs.co.uk/investors, up to and including the
Effective Date. The contents of these websites are not incorporated
into and do not form part of this announcement.
Notices of the Court Meeting and General Meeting
As further detailed in the Scheme Document, to become Effective,
the Scheme requires, among other things, that the requisite
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and that the requisite majority of City Pubs
Shareholders vote in favour of the Resolution to be proposed at the
General Meeting. The Scheme is also subject to the satisfaction or
(where applicable) waiver of the Conditions and further terms set
out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting,
each of which will be held at the offices of Addleshaw Goddard LLP,
Milton Gate, 60 Chiswell Street, London EC1Y 4AG on 17 January 2024
are set out in the Scheme Document. The Court Meeting will start at
10.00 a.m. (London time) and the General Meeting at 10.15 a.m.
(London time) (or as soon as reasonably practicable thereafter as
the Court Meeting shall have been concluded or adjourned). Forms of
Proxy for use at such meetings will be enclosed with the Scheme
Document.
The City Pubs Directors, who have been so advised by Houlihan
Lokey and Liberum as to the financial terms of the Transaction,
consider the terms of the Transaction to be fair and reasonable. In
providing their advice to the City Pubs Directors, Houlihan Lokey
and Liberum have each taken into account the commercial assessments
of the City Pubs Directors. Houlihan Lokey and Liberum are
providing independent financial advice to the City Pubs Directors
for the purposes of Rule 3 of the Code.
Accordingly, the City Pubs Directors recommend unanimously that
City Pubs Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting,
as the City Pubs Directors who are interested in City Pubs Shares
have irrevocably undertaken to do in respect of their entire
beneficial holdings of, in aggregate, 5,260,351 City Pubs Shares
representing, in aggregate, approximately 5 per cent. of City Pubs'
total issued ordinary share capital as at the close of business on
the Last Practicable Date.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair representation of Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to
complete, sign and return their Forms of Proxy, or appoint a proxy
online or through the CREST electronic proxy appointment service
(as appropriate), as soon as possible .
Scheme Shareholders should carefully read the Scheme Document in
its entirety before making a decision in respect of the Scheme.
Delisting of City Pubs Shares
If the Scheme is approved by the requisite majority of Scheme
Shareholders, the Resolution is approved by City Pubs Shareholders,
the Court sanctions the Scheme, all other Conditions to the
Transaction are satisfied or (if capable of waiver) waived and the
Scheme becomes Effective in accordance with its terms, then under
the anticipated timetable, it is expected that dealings in City
Pubs Shares will be suspended at 7.30 a.m. on the second Business
Day following the Court Sanction Hearing, the Scheme will become
Effective on the same day and the cancellation of the admission to
trading of City Pubs Shares on the AIM will take effect by 8.00
a.m. on the following Business Day.
Expected Timetable of Principal Events
All times shown are London times unless otherwise stated. The
dates and times given are indicative only and are based on City
Pubs' and Young's current expectations and may be subject to
change.
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form) 10.00 a.m. on 15 January 2024 (1)
General Meeting (WHITE form) 10.15 a.m. on 15 January 2024 (2)
Voting Record Time for the Court Meeting and the General 6.30 p.m. on 15 January 2024 (3)
Meeting
Court Meeting 10.00 a.m. on 17 January 2024
General Meeting 10.15 a.m. on 17 January 2024 (4)
The following dates are indicative only and are subject to
change (5) :
Court Sanction Hearing A date ("D") to be determined following the satisfaction
or (if applicable) waiver of the
Conditions 2(A)(i), 2(B)(i), 3 and 4 (inclusive) of Part
A of Part III of the Scheme Document
Last day of dealings in, and for registration of D+1 Business Days
transfers of, and disablement in CREST of,
City Pubs Shares
Scheme Record Time 6.00 p.m. on D+1 Business Days
Dealings in City Pubs Shares suspended 7.30 a.m. on D+2 Business Days
Effective Date of the Scheme D+2 Business Days
Cancellation of admission of City Pubs Shares to trading By 8.00 a.m. on D+3 Business Days
on AIM
Admission of the New Young's A Shares to trading on AIM By 8.00 a.m. on D+3 Business Days
Crediting of New Young's A Shares to CREST Accounts By no later than 8.00 a.m. on D+3 Business Days
Latest date for share certificates in respect of New Within 14 days of the Effective Date
Young's A Shares to be issued (if applicable)
Latest date for despatch of cheques and crediting of Within 14 days of the Effective Date
CREST for Cash Consideration due under
the Scheme
Long Stop Date 16 May 2024 (6)
Notes:
1. It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged no later than 48 hours (excluding any part of a
day that is not a Business Day) before the time and date set for
the Court Meeting. A copy of a completed and signed BLUE Form of
Proxy not so lodged may be handed to the Chair of the Court Meeting
at any time before the time that the Court Meeting is due to
commence and will still be valid.
2. WHITE Forms of Proxy for the General Meeting must be lodged
no later than 48 hours (excluding any part of a day that is not a
Business Day) before the time and date set for the General Meeting.
WHITE Forms of Proxy for the General Meeting not lodged by this
time will be invalid.
3. If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.30 p.m. on the date falling two Business Days
before the date of the adjourned Meeting.
4. To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting shall have concluded or been adjourned.
5. These dates and times are indicative only and will depend,
among other things, on the date upon which (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) a copy of the Court Order is
delivered to the Registrar of Companies.
6. This is the latest date by which the Scheme may become
Effective unless Young's and City Pubs agree (and the Panel and, if
required, the Court permit) a later date or if the Panel requires
an extension to the Long-Stop Date pending final determination of
an issue under section 3(g) of Appendix 7 to the Takeover Code.
Shareholder Helpline:
If you have any questions about the Scheme Document, the Court
Meeting or the General Meeting or how to complete the Forms of
Proxy or to appoint a proxy through the CREST electronic proxy
appointment service or online, please contact 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.
City Pubs Share Plans
In accordance with Rule 15 of the Takeover Code, participants in
the City Pubs Share Plans will be contacted shortly by way of joint
letter (the "Rule 15 Letters"). The Rule 15 Letters contain details
regarding the effect of the Scheme on participants' rights under
the City Pubs Share Plans and the arrangements applicable to those
participants, including details of appropriate proposals being made
in relation to such rights and relevant dates and times.
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 /
Ails Manchester
Instinctif Partners Tel: +44 (0) 20 7457 2020
(PR Adviser to City Pubs)
Matthew Smallwood / Justine Warren
Young's Tel: +44 (0) 20 8875 7000
Simon Dodds, Chief Executive Officer
Mike Owen, Chief Financial Officer
J.P. Morgan Cazenove Tel: +44 (0) 20 3493 8000
(Sole Financial Adviser, Nominated Advisor and Joint Broker
to Young's)
James Mitford / Jonty Edwards /
Dean Schneider
Stifel Nicolaus Europe Limited Tel: + 44 (0) 20 7710 7600
(Joint Broker to Young's)
Erik Anderson / Francis North
MHP Group Tel: +44 (0) 7736 464 749
(PR Adviser to Young's )
Tim Rowntree / Robert Collett-Creedy
Addleshaw Goddard LLP are acting as legal adviser to City Pubs
in connection with the Transaction.
Slaughter and May are acting as legal adviser to Young's 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.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated by the PRA and the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for Young's and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters in this
announcement and will not be responsible to anyone other than
Young's for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in
relation to any matter referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for Young's and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Young's for providing
the protections afforded to clients of Stifel nor for providing
advice in relation to the Transaction or any other matters referred
to in this announcement. Neither Stifel nor any of its affiliates
(nor their respective directors, officers, employees or agents)
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 Stifel
in connection with this announcement, any statement contained in
this announcement, the Transaction or otherwise. No representation
or warranty, express or implied, is made by Stifel as to the
contents of this announcement.
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 (10(th) ) 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 (10(th) ) 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 at 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOANKNBDKBDDQBD
(END) Dow Jones Newswires
December 13, 2023 05:30 ET (10:30 GMT)
City Pub (LSE:CPC)
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부터 9월(9) 2024 으로 10월(10) 2024
City Pub (LSE:CPC)
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부터 10월(10) 2023 으로 10월(10) 2024