COH Coffeeheaven

 

TIDMWTB TIDMCOH 
 
RNS Number : 1435H 
Whitbread PLC 
15 February 2010 
 

15 February 2010 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
  FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE 
                                UNLAWFUL TO DO SO 
                             Recommended cash offer 
                                      for 
                coffeeheaven international plc ("coffeeheaven") 
                                       by 
                            Costa Limited ("Costa"), 
            a wholly-owned subsidiary of Whitbread PLC ("Whitbread") 
 
Offer update 
 
On 15 December 2009, the boards of directors of Costa and coffeeheaven announced 
that they had reached agreement on the terms of a recommended cash offer for the 
entire issued and to be issued share capital of coffeeheaven, to be made by 
Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and 
restaurant group. The offer document containing the formal offer was posted by 
Costa to coffeeheaven Shareholders on 8 January 2010 (the "Offer Document"). 
Costa is pleased to announce that it has obtained unconditional merger control 
clearance from the President of the Polish Office of Competition and Consumer 
Protection for the acquisition of coffeeheaven. Accordingly, the condition to 
Costa's offer for coffeeheaven relating to an unconditional merger control 
clearance being issued by the President of the Polish Office of Competition and 
Consumer Protection in accordance with the Polish Act of 16 February 2007 on 
competition and consumer protection (Journal of Laws of 2007, No. 50, item 331), 
as set out in Part III, Section A paragraph 1(B) of the Offer Document, has been 
satisfied. All remaining conditions to Costa's offer for coffeeheaven, as set 
out in Part III, Section A of the Offer Document, continue to apply. 
 
As announced on 9 February 2010, coffeeheaven Shareholders are reminded that the 
Offer at 24 pence per coffeeheaven Share is final and will not be increased 
except that Costa reserves the right to set this statement aside and to increase 
the Offer if a competitive situation arises or otherwise with the consent of the 
Panel. 
 
The Offer will remain open for acceptance until 1.00pm (London time) on 18 
February 2010. The full terms and conditions of the Offer and the procedure for 
acceptance are set out in the Offer Document. 
 
Acceptance Condition 
 
coffeeheaven Shareholders are reminded that the Offer is subject to, amongst 
other things, Costa obtaining valid acceptances in respect of a minimum of 90 
per cent (or such lower percentage as Costa may decide) (i) in nominal value of 
the coffeeheaven Shares to which the Offer relates, and (ii) of the voting 
rights attached to those shares, provided that it has received acceptances in 
respect of, or acquired or agreed to acquire, coffeeheaven Shares carrying in 
aggregate more than, 50 per cent. of the voting rights exercisable at general 
meetings of coffeeheaven.  There can be no certainty that Costa will decide to 
lower the minimum acceptance percentage from 90 per cent.  Accordingly 
coffeeheaven Shareholders who wish to accept the Offer should do so as soon as 
possible and in any event by 1:00 p.m. (London time) on 18 February 2010. 
 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be available free of charge, subject to certain restrictions relating to persons 
resident in Restricted Jurisdictions (as defined herein), for inspection on the 
following website by no later than 12 noon on 16 February 2010: 
www.whitbread.co.uk 
Capitalised terms used but not defined in this announcement have the same 
meaning as given to them in the Offer Document. 
Enquiries 
Whitbread and Costa - 01582 844244 
Tabitha Aldrich Smith, Director of Communications, Whitbread 
John Derkach, Managing Director, Costa 
Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to 
Whitbread) 
020 7545 8000 
James Arculus 
James Cass 
 Martin Pengelley (corporate broking) 
Tulchan (public relations adviser to Whitbread) - 020 7353 4200 
David Allchurch 
Deutsche Bank AG is authorised under German Banking Law (competent authority: 
BaFin - Federal Financial Supervisory Authority) and authorised and subject to 
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's 
authorisation and regulation by the FSA are available on request. Deutsche Bank 
AG, London Branch is acting as financial adviser to Whitbread and Costa and no 
one else in connection with the contents of this announcement and will not be 
responsible to anyone other than Whitbread and Costa for providing the 
protections afforded to the clients of Deutsche Bank AG, London Branch nor for 
providing advice in relation to any matter referred to herein. 
This announcement is not intended to and does not constitute or form any part of 
an offer to sell or an invitation to purchase or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely 
through the Offer Document and, in the case of certificated coffeeheaven Shares, 
the Form of Acceptance, which together contain the full terms and conditions of 
the Offer, including details of how to accept the Offer. Any acceptance or other 
response to the Offer should be made only on the basis of the information 
contained in the Offer Document and, in the case of certificated coffeeheaven 
Shares, the Form of Acceptance. 
Overseas Shareholders 
The distribution of this announcement in jurisdictions other than the United 
Kingdom or the United States may be restricted by the laws of those 
jurisdictions and therefore persons into whose possession this announcement 
comes should inform themselves about, and observe any such restrictions. Failure 
to comply with any such restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
Unless otherwise determined by Costa, the Offer is not being, and will not be, 
made, directly or indirectly, in or into or by the use of the mails of, or by 
any other means or instrumentality (including, without limitation, electronic 
mail, facsimile transmission, telex, telephone, internet or other forms of 
electronic communication) of interstate or foreign commerce of, or any facility 
of a national securities exchange of Canada, Australia or Japan or any 
jurisdiction in relation to which the extension or acceptance of the Offer to 
such jurisdiction would violate the laws of such jurisdiction, or where local 
laws or regulation may result in a significant risk of civil, regulatory or 
criminal exposure if information on the Offer is sent or made available to 
coffeeheaven Shareholders in that jurisdiction (each a "Restricted 
Jurisdiction") and is not and will not be capable of acceptance by any such use, 
means or facility or from within any such Restricted Jurisdiction. Accordingly, 
unless otherwise determined by Costa, copies of this announcement and any other 
documentation relating to the Offer 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 
custodians, nominees and trustees) must not mail or otherwise forward, 
distribute or send any such documents in or into or from any such Restricted 
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. 
Any person (including, without limitation, custodians, nominees and trustees) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or any other related document to 
any jurisdiction outside the United Kingdom or the United States should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
any relevant jurisdiction. Neither the SEC nor any US state securities 
commission has approved or disapproved the Offer or passed upon the adequacy or 
completeness of this announcement or any other documentation relating to the 
Offer (including, without limitation, the Offer Document or the Form of 
Acceptance). Any representation to the contrary is a criminal offence. 
It is the responsibility of each coffeeheaven Shareholder (or nominee of, or 
custodian or trustee for coffeeheaven Shareholder) who is resident in or is a 
national or citizen of jurisdictions outside of the United Kingdom and the 
United States (each an "Overseas Shareholder") to inform himself, herself or 
itself about and observe any applicable legal requirements. No Overseas 
Shareholder receiving a copy of this announcement and/or any other documentation 
relating to the Offer in a Restricted Jurisdiction may treat the same as 
constituting an invitation or offer to him and in such circumstances, this 
announcement and/or any other documentation relating to the Offer are sent for 
information only. It is the responsibility of any Overseas Shareholder receiving 
a copy of this announcement and/or any other documentation relating to the Offer 
in any jurisdiction outside the United Kingdom and the United States who wishes 
to accept the Offer to satisfy himself as to the full observance of the laws and 
regulatory requirements of that jurisdiction in connection with the Offer, 
including obtaining any governmental, exchange control or other consents which 
may be required, and compliance with any other necessary formalities which need 
to be observed and the payment of any transfer or other taxes or duties that may 
be or become due under the laws of such jurisdiction. Any such Overseas 
Shareholder is and will be responsible for any such transfer or other taxes or 
duties by whomsoever payable and Costa and Whitbread (and any person acting on 
behalf of Costa or Whitbread) shall be fully indemnified and held harmless by 
such Overseas Shareholder for any such transfer or other taxes or duties or 
other requisite payments as Costa or Whitbread (and any person acting on behalf 
of Costa or Whitbread) may be required to pay. 
This announcement has been prepared for the purpose of complying with English 
law and the City Code and the information disclosed may not be the same as that 
which would have been disclosed if this announcement had been prepared in 
accordance with the laws of jurisdictions outside England, including those of 
the United States. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of coffeeheaven, all "dealings" in any "relevant 
securities" of that company (including by means of an option in respect of, or a 
derivative referenced to, any such "relevant securities") must be publicly 
disclosed by no later than 3.30 p.m. (London time) on the Business Day following 
the date of the relevant transaction. This requirement will continue until the 
date on which the Offer becomes, or is declared, unconditional as to 
acceptances, lapses or is otherwise withdrawn or on which the "Offer Period" 
otherwise ends. If two or more persons act together pursuant to an agreement or 
understanding, whether formal or informal, to acquire an "interest" in "relevant 
securities" of coffeeheaven, they will be deemed to be a single person for the 
purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of coffeeheaven by Costa, Whitbread or coffeeheaven, or by any of 
their respective "associates", must be disclosed by no later than 12.00 noon 
(London time) on the Business Day following the date of the relevant 
transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
The directors of Costa and Whitbread accept responsibility for the information 
contained in this announcement other than that relating to coffeeheaven. To the 
best of their knowledge and belief (having taken all reasonable care to ensure 
that such is the case), the information contained in this announcement for which 
they are responsible is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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