SHARE REPURCHASE
PROGRAMME
As announced in today's full year
preliminary results announcement, Whitbread PLC ('Whitbread' or the
'Company') is commencing a share buy-back programme of up to £150
million (the 'Programme'). The purpose of the Programme is to
reduce the capital of Whitbread by returning surplus capital to
shareholders and it is expected that the implementation of the
Programme will enhance earnings per share. Whitbread has instructed
Morgan Stanley & Co. International Plc ('Morgan Stanley') to
execute the Programme.
Whitbread has entered into a
non-discretionary and irrevocable instruction with Morgan Stanley
in relation to the purchase by Morgan Stanley, acting as riskless
principal during the period commencing today and ending no later
than 14 October 2024, of the Company's Ordinary Shares of 76
122/153 pence each ('Ordinary Shares') for an aggregate purchase
price of up to £150 million.
Morgan Stanley shall make a
simultaneous on-sale of Ordinary Shares purchased under the
instruction to Whitbread. Morgan Stanley will make its trading
decisions in relation to the Programme independently of, and
uninfluenced by, Whitbread.
Prior to the Company's Annual
General Meeting scheduled to be held on 18 June 2024 (the '2024
AGM') the maximum number of Ordinary Shares that can be purchased
under the Programme is 5,223,703 Ordinary Shares (based on
authority granted at the Company's Annual General Meeting held on
22 June 2023 (the '2023 AGM'). This existing authority to buy back
shares granted at the 2023 AGM expires at the conclusion of the
2024 AGM (or, if earlier, 22 September 2024). The continuation of
the Programme after the 2024 AGM is subject to purchases of Shares
pursuant to the Programme remaining within the shareholder
authority (if any) for the Company to purchase its Shares that is
granted at the 2024 AGM.
Any purchase of Ordinary Shares made
by Morgan Stanley in relation to the Programme will be carried out
on the London Stock Exchange plc, Cboe Europe Limited or Aquis
Stock Exchange Limited. The buy-back by Whitbread will be executed
in accordance with the Listing Rules and Whitbread's general
authority (from time to time) to make market purchases of Ordinary
Shares. The Programme will be conducted within the parameters
prescribed by the Market Abuse Regulation 596/2014, the Commission
Delegated Regulation (EU) 2016/1052 (both as incorporated into UK
domestic law by the European Union (Withdrawal) Act 2018) and with
regard to regulatory technical standards for the conditions
applicable to buy-back programmes and stabilisation measures.
Whitbread will announce any purchase by it of Ordinary Shares no
later than 7.30 a.m. on the business day following the calendar day
on which the repurchase occurred. Ordinary Shares purchased under
the Programme will be cancelled or (to the extent permitted by law)
held in treasury.
Morgan Stanley may undertake
transactions in shares (which may include sales and hedging
activities, in addition to purchases which may take place on any
available trading venue or on an over the counter basis) during the
period of the Programme in order to manage their market exposure
under the Programme. Disclosure of such transactions will not be
made by Morgan Stanley as a result of or as part of the Programme,
but Morgan Stanley will continue to make any disclosures they are
otherwise legally required to make.
This announcement does not constitute, or form part of, an
offer or any solicitation of an offer for securities in any
jurisdiction.
For more information please
contact:
Investor Relations - Whitbread
investorrelations@whitbread.com
Media - Teneo
whitbread@teneo.com
Jessica Reid
+44 (0) 20 7353 4200