TIDMEIG
RNS Number : 2690E
Ei Group plc
27 February 2020
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
Ei Group plc
27 February 2020
Recommended Cash Acquisition
of
E i Group plc
by
Stonegate Pub Company Bidco Limited
(a wholly-owned subsidiary of Stonegate Pub Company Limited)
Court sanction of Scheme and suspension of trading of EIG
Shares
Ei Group plc ("EIG") announces that the High Court of Justice in
England and Wales has today sanctioned the scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme") by which the
recommended all cash offer for the entire issued and to be issued
share capital of EIG (the "Acquisition") by Stonegate Pub Company
Bidco Limited, a wholly-owned subsidiary of Stonegate Pub Company
Limited ("Stonegate"), is being implemented.
It is expected that the Effective Date, and therefore completion
of the Acquisition, will be 3 March 2020, which is when the Court
Order is intended to be delivered to the Registrar of Companies.
There has been no change to the expected timetable for the
remaining steps to complete the Acquisition as set out in the
announcement issued by EIG on 14 February 2020 following the
Competition and Markets Authority's decision to accept undertakings
in lieu of referring the Acquisition for an in-depth Phase 2
investigation.
Additionally, EIG announces that trading in EIG Shares on the
London Stock Exchange's main market for listed securities and the
listing of EIG Shares on the premium segment of the Official List
will each be suspended with effect from 7.30 a.m. on 2 March 2020.
Applications have been made to the FCA and the London Stock
Exchange in relation to the de-listing of EIG Shares from the
premium segment of the Official List and the cancellation of the
admission to trading of EIG Shares on the London Stock Exchange's
main market for listed securities, which is expected to take place
at 8.00 a.m. on 4 March 2020, subject to the Scheme becoming
Effective.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme
Document published by EIG on 15 August 2019, a copy of which is
available on the EIG website at
https://www.eigroupplc.com/en/investors.html. All references to
time are to London times.
Enquiries Tel: +44 (0)121 272 5000
Ei Group plc
Simon Townsend, Chief Executive Officer
Neil Smith, Chief Financial Officer
Deutsche Bank AG, London Branch (Lead Tel: +44 (0)20 7545 8000
Financial Adviser and Joint Corporate
Broker to EIG)
Charles Wilkinson
Chris Raff
Gillan Wilson
Rothschild & Co (Joint Financial Adviser Tel: +44 (0)20 7280 5000
to EIG)
Alex Midgen
Edward Duckett
Sam Green
Numis Securities Limited (Joint Corporate Tel: +44 (0)20 7260 1000
Broker to EIG)
Luke Bordewich
Tulchan Communications (PR Adviser to Tel: + 44 (0)20 7353 4200
EIG)
Jessica Reid
Andrew Grant
Important notices
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority (the "PRA"). It is
subject to supervision by the European Central Bank and by BaFin,
Germany's Federal Financial Supervisory Authority, and is subject
to limited regulation in the United Kingdom by the PRA and the
Financial Conduct Authority (the "FCA"). Details about the extent
of its authorisation and regulation by the PRA, and regulation by
the FCA, are available on request. Deutsche Bank, acting through
its London branch ("Deutsche Bank"), is acting as joint corporate
broker and financial adviser to EIG and no other person in
connection with the contents of this announcement. Neither Deutsche
Bank, nor any of its subsidiaries, branches or affiliates will be
responsible to any person other than EIG for providing any of the
protections afforded to clients of Deutsche Bank nor for providing
advice in relation to any matters referred to in this announcement.
Neither Deutsche Bank, nor any of its subsidiaries, branches or
affiliates, nor any of its or their respective directors, officers
or employees 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 Deutsche Bank in connection with this announcement, any
statement contained herein, or otherwise.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to EIG and no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than EIG for providing the protections
afforded to clients of Rothschild & Co nor for providing advice
in connection with any matter referred to herein. Neither
Rothschild & Co 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 Rothschild & Co in
connection with this announcement, any statement contained herein,
the Acquisition or otherwise.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as joint
corporate broker exclusively for EIG and no one else in connection
with the Acquisition and the other matters referred to in this
announcement and will not regard any other person as its client in
relation to such matters and will not be responsible to anyone
other than EIG for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the Acquisition or
any other matters referred to in this announcement.
Cautionary note regarding forward-looking statements
All statements other than statements of historical facts
included in this announcement may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include the words " targets " , " plans " , " believes " , "
expects " , " aims " , " intends " , " will " , " may " , "
anticipates " , " estimates " , " projects " or words or terms of
similar substance or the negative thereof, are forward--looking
statements. Such forward-looking statements involve risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward-looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date hereof.
Neither EIG, nor any of its associates, directors, officers or
advisers, provide any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement (including
information incorporated by reference into this announcement) will
actually occur. EIG disclaims any obligation to update any
forward-looking or other statements contained herein, except as
required by applicable law.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one 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) applies must be made by
no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 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 Code, any person who is, or becomes,
interested in one 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(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(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. 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).
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 website
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be made available, subject to
any applicable restrictions relating to persons resident in
Restricted Jurisdictions, on EIG's website at www.eigroupplc.com
and on Stonegate's website at www.stonegatepubs.com by no later
than 12.00 noon on the Business Day following the date of
publication of this announcement. For the avoidance of doubt, save
as expressly referred to in this announcement, the contents of
those websites are not incorporated into and do not form part of
this announcement.
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.
END
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February 27, 2020 06:15 ET (11:15 GMT)
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