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
4 March
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)
Scheme
Effective
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").
On 17 January 2024, the Scheme was
approved by the requisite majorities of Scheme Shareholders at the
Court Meeting and the Resolution relating to the implementation of
the Scheme was approved by the requisite majority of City Pubs
Shareholders at the General Meeting. On 29 February 2024, City Pubs
announced that the Court had sanctioned the Scheme at the Court
Sanction Hearing.
City Pubs and Young's are pleased to
announce that, following delivery of a copy of the Court Order to
the Registrar of Companies today, the Scheme has now become
Effective in accordance with its terms and the entire issued share
capital of City Pubs is now owned or controlled by Young's. The
Transaction has therefore now completed.
Capitalised terms in this
announcement, unless otherwise defined, have the same meaning as
set out in the Scheme Document.
Settlement of consideration
As set out in the Scheme Document, a
Scheme Shareholder on the register of members of City Pubs at the
Scheme Record Time, being 6.00 p.m. on 1 March 2024, is entitled to
receive 108.75 pence in cash and 0.032658 New Young's A Shares for
each Scheme Share held.
Settlement of the consideration to
which a Scheme Shareholder is entitled will be effected by way of
the dispatch of cheques and share certificates or the crediting of
CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form respectively), in each
case, to or for the account each relevant Scheme Shareholder,
within 14 days of this announcement, being 18 March
2024.
Suspension and cancellation of trading of City Pubs Shares on
AIM
Dealings in City Pubs Shares on AIM
were suspended with effect from 7.30 a.m. today. As a result of the
Scheme having become Effective, share certificates in respect of
Scheme Shares will cease to be valid documents of title and
entitlements to Scheme Shares in uncertificated form in CREST are
being cancelled.
It is expected that the admission to
trading of City Pubs Shares on AIM will be cancelled with effect
from 7.00 a.m. on 5 March 2024.
Admission of the New Young's A Shares
An application has been made to the
London Stock Exchange for admission of 3,612,240 New Young's A
Shares to trading on AIM, which is expected to take place at 8.00
a.m. on 5 March 2024.
Following the admission to trading
of the New Young's A Shares, Young's issued share capital will
consist of 38,026,087 A ordinary shares of 12.5 pence with each
share carrying the right to one vote and 24,070,755 non-voting
ordinary shares of 12.5 pence each. Young's holds no shares in
treasury. The total number of voting rights in Young's will
therefore be 38,026,087. This figure may be used by shareholders as
the denominator for calculations by which they will determine if
they are required to notify their interest, or a change to their
interest, in Young's under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules sourcebook.
Resignation of directors
As the Scheme has now become
Effective, City Pubs duly announces that Clive Watson, Rupert
Clark, Holly Elliott, Richard Prickett, Neil Griffiths and Emma Fox
have tendered their resignation and will step down from the board
of City Pubs effective from 8.00 a.m. on 5 March 2024.
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
|
|
|
|
Young's
|
Tel: +44
(0) 20 8875 7000
|
Simon Dodd, 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.
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.
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.