24th Aug 2005 07:00
Wolverhampton& Dudley Breweries PLC24 August 2005 OFFER FOR ENGLISH COUNTRY INNS PLC EMBARGOED UNTIL 7.00 A.M. Not for release, publication or distribution in whole or in part in or into the United States of America, Canada, Australia or Japan 24 August 2005 The Wolverhampton & Dudley Breweries, PLC ("W&DB") Recommended cash offer for English Country Inns PLC ("ECI") Summary • The boards of directors of W&DB and ECI are pleased to announce that they have reached agreement on the terms of a recommended cash offer for ECI, to be made by McQueen Limited on behalf of W&DB. • The Offer will be 128 pence in cash for each ECI Share, valuing ECI's existing issued share capital at approximately £13.65 million. • W&DB has received irrevocable undertakings to accept the Offer including from the directors of ECI in respect of 62,000 ECI Shares, representing approximately 0.58 per cent of the existing issued share capital of ECI. • The acquisition is consistent with W&DB's strategy of expanding its estate where suitable opportunities occur that meet its returns criteria. ECI provides a good geographic fit with its Pathfinder Pubs division, operational benefits through scale and opportunities for cost savings. • Commenting on the Offer, Ralph Findlay, Chief Executive of W&DB, said: "ECI's estate of 14 pubs is an excellent fit with our existing Pathfinder Pubs business, and reinforces our position as a leading operator of high quality pubs across the country. Consolidation continues to be a feature of the industry and this acquisition provides a good return for W&DB shareholders and new opportunities for ECI employees." • Commenting on the Offer, Roger Hunt, Chairman of ECI said: "The Offer represents good value to our shareholders. ECI has acquired a strong portfolio of public houses over the last four years and the Offer is a fair reflection of the value that has been created in our properties during this time. The Offer also represents an excellent opportunity for ECI employees to work for a leading and well-established company within the public house sector." This summary should be read in conjunction with the full text of the attachedannouncement. The Offer Document will be posted to ECI Shareholders later today. Press Enquiries W&DB 01902 329 516 Ralph Findlay, Chief Executive Paul Inglett, Finance Director McQueen Limited 020 7667 6861 (Financial adviser to W&DB) Jim Fallon George Fleet Hudson Sandler 020 7796 4133 (PR adviser to W&DB) Nick Lyon Wendy Baker ECI Roger Hunt, Chairman 07957 872 476 Tim Udell, Chief Executive 07968 330 942 Moore Stephens Corporate Finance 020 7334 9191 (Financial adviser to ECI) Philip Cowan Arthur Davey Humberts Leisure LLP 020 7629 6700 (Surveyors and advisers to ECI) Anthony Miller This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer will be made solely by means of the Offer Document andthe acceptance form accompanying the Offer Document, which will contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. ECI Shareholders are advised to read the Offer Document andaccompanying acceptance form when they are sent to them because they willcontain important information. McQueen Limited, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for W&DB and no-one else inconnection with the Offer and will not be responsible to anyone other than W&DBfor providing the protections afforded to clients of McQueen Limited nor forproviding advice in relation to the Offer or in relation to the contents of thisannouncement. Moore Stephens Corporate Finance, a division of Moore Stephens, which isauthorised and regulated by the Financial Services Authority for investmentbusiness, is acting exclusively for ECI and no-one else in connection with theOffer and will not be responsible to anyone other than ECI for providing theprotections afforded to clients of Moore Stephens Corporate Finance nor forproviding advice in relation to the Offer or in relation to the contents of thisannouncement. The Offer will not be made, directly or indirectly, in or into, and will not becapable of acceptance in or from, the United States, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute documents in, into or from the United States, Canada,Australia or Japan. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether informal or formal) to acquire or control relevantsecurities of ECI, owns or controls, or becomes the owner or controller of,directly or indirectly, one per cent or more of any class of securities of ECIis required to disclose, by not later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction, dealings insuch securities of that company (or in any option in respect of, or derivativereferenced to, such securities) during the period to the date on which the Offerbecomes or is declared unconditional as to acceptances or lapses or is otherwisewithdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of ECI by W&DB or ECI, or by any of their respective associates(within the meaning of the City Code), must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. EMBARGOED UNTIL 7.00 A.M. Not for release, publication or distribution in whole or in part in or into the United States of America, Canada, Australia or Japan 24 August 2005 The Wolverhampton & Dudley Breweries, PLC ("W&DB") Recommended cash offer for English Country Inns PLC ("ECI") 1. Introduction The boards of directors of W&DB and ECI are pleased to announce that they havereached agreement on the terms of a recommended cash offer, to be made byMcQueen Limited on behalf of W&DB, to acquire the whole of the issued and to beissued share capital of ECI. 2. The Offer The Offer, which will be subject to the conditions and further terms set out inAppendix 1 and to be set out in the Offer Document, will be made on thefollowing basis: for each ECI Share 128 pence in cash. The Offer values ECI's existing issued share capital at approximately £13.65million. 3. Conclusion and recommendation The directors of ECI, who have been so advised by Moore Stephens CorporateFinance, consider the terms of the Offer to be fair and reasonable so far as ECIShareholders are concerned. In providing advice to the directors of ECI, MooreStephens Corporate Finance has taken into account the commercial assessments ofthe directors of ECI. Accordingly, the directors of ECI unanimously recommend ECI Shareholders toaccept the Offer, as the directors of ECI have irrevocably undertaken to do inrespect of their own beneficial holdings amounting to, in aggregate, 62,000 ECIShares (representing approximately 0.58 per cent of the existing issued sharecapital of ECI). 4. Irrevocable undertakings W&DB has received irrevocable undertakings to accept the Offer from thedirectors of ECI in respect of 62,000 ECI Shares, representing approximately0.58 per cent of the existing issued share capital of ECI. The undertakings from the directors of ECI are in respect of their entireholdings of ECI Shares and will cease to be binding only if the Offer lapses, iswithdrawn or is not made and remain binding in the event that a higher competingoffer for ECI is made. Further details of the irrevocable undertakings are set out in Appendix 2. 5. Information relating to W&DB W&DB is a leading brewer and pub retailing business. W&DB's pub estatecomprises 537 managed pubs and 1,739 pubs let to tenants or lessees. W&DB'smanaged pub estate trades as 'Pathfinder Pubs', and its tenanted and leased pubsform 'The Union Pub Company.' W&DB's brewing division, WDB Brands, brews some of the leading ales in thecountry, including Marston's Pedigree, a premium ale, and the Banks's andMansfield brands, which are standard ales. W&DB's results for the 53 weeks ended 2 October 2004 showed turnover of £513.7million (2003: £490.5 million), profit before taxation of £70.2 million (2003:£59.6 million) and net assets of £648.3 million (2003 restated: £457.7 million). Basic earnings per share on the same basis were 66.7 pence (2003: 53.0 pence). 6. Information relating to ECI ECI is an unquoted company established in 2001 under the Enterprise InvestmentScheme with the objective of acquiring and managing food-orientated publichouses located in England. Under two public offerings (2001 and 2002), sponsoredby Close Brothers Investment Limited, ECI raised over £10 million from privateinvestors seeking to benefit from the tax reliefs available under the EnterpriseInvestment Scheme and has successfully acquired and continues to manage a strongportfolio of 14 unbranded public houses (13 of which are freehold properties)located around central and southern England. ECI's results for the 52 week period ended 29 May 2004 showed turnover of £6.2million (2003: £4.6 million), profit before taxation of £24,000 (2003: £262,000)and net assets of £10.4 million (2003: £10.4 million). 7. Background to and reasons for the Offer Background The UK pub market is increasingly competitive with continuing cost pressures. W&DB seeks to deliver shareholder value through both organic growth and takingadvantage of attractive acquisition opportunities. W&DB believes that its strategy of focusing on high quality community pubs, andits preference for freehold ownership, delivers value for shareholders. Theacquisitions of Wizard Inns last year, and Burtonwood PLC and Jennings Brothersplc this year have demonstrated the management team's ability to integrateacquisitions and deliver improved business performance and synergies as planned. Reasons for the Offer The acquisition of ECI is consistent with W&DB's strategy of expanding itsestate where suitable opportunities occur that meet its returns criteria. Theseinclude a strong geographic fit, operational benefits through scale,opportunities for cost savings and the delivery of value for W&DB shareholders.The acquisition will: • add to W&DB's strong, predominantly freehold, high quality estate; • extend W&DB's portfolio in Pathfinder Pubs; and • expand W&DB's distribution of high quality ale brands. 8. Background to and reasons for the recommendation of the Offer The Board of ECI has been seeking a realisation strategy for investors in ECIfollowing the end of the qualifying period under the Enterprise InvestmentScheme on 31 May 2005. Following a review of realisation options including aflotation on AIM or OFEX, the Board concluded that a sale of the companyrepresented the most attractive option for shareholders. Humberts Leisure LLP approached potential purchasers on behalf of the Board and,following a process which saw expressions of interest from a number of parties,the Board concluded that the most attractive offer had been made by W&DB and istherefore recommending it to shareholders. 9. Management and employees W&DB confirms that the existing employment rights, including pension rights, ofthe employees of ECI will be fully safeguarded. 10. ECI Shares under option The Offer will extend to any ECI Shares which are unconditionally allotted orissued before the date on which the Offer closes, as a result of the exercise ofoptions granted over ECI Shares. If the Offer becomes or is declared unconditional in all respects, appropriateproposals will be made to holders of such options. 11. Compulsory acquisition If W&DB receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent or more of the ECI Shares to which the Offer relates andthe Offer becomes or is declared unconditional in all respects, W&DB intends toexercise its rights pursuant to the provisions of sections 428 to 430F(inclusive) of the Companies Act 1985 to acquire compulsorily the remaining ECIShares to which the Offer relates. 12. Disclosure of interests in ECI Save for the 62,000 ECI Shares in respect of which W&DB has received irrevocableundertakings to accept the Offer, neither W&DB nor any of the directors of W&DBnor, so far as W&DB is aware, any person acting in concert with W&DB, owns orcontrols any ECI Shares or holds any option to acquire or right to subscribe forany ECI Shares or has entered into any derivative referenced to ECI Shares whichremains outstanding. 13. Inducement Fee ECI has agreed to pay an inducement fee to W&DB of £136,000 (being approximatelyone per cent of the aggregate value of the Offer) if any of the following eventsoccurs prior to 11.59 p.m. on 7 November 2005: (a) ECI notifies W&DB that it does not wish to proceed further with or to recommend the Offer other than as a result of the terms of the Offer being changed in any material respect from the terms set out in the indicative offer letter submitted on behalf of W&DB; (b) an independent competing offer is announced (whether or not on a pre-conditional basis) which is recommended by the directors of ECI, and W&DB notifies ECI that it does not intend to proceed with the Offer; (c) W&DB becomes aware of information in relation to ECI which has not been disclosed by ECI to W&DB prior to the date of the inducement fee letter and which in W&DB's reasonable opinion has or may reasonably be likely to have a material adverse effect on ECI and W&DB notifies ECI that it does not intend to proceed with the Offer; or (d) ECI or any of its associated persons are in breach of certain non-solicitation undertakings and W&DB decides not to proceed with the Offer. 14. General The Offer Document will be posted to ECI Shareholders later today. The Offer will be subject to the conditions set out in Appendix 1. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2. Certain terms used in this announcementare defined in Appendix 3. Press Enquiries W&DB 01902 329 516 Ralph Findlay, Chief Executive Paul Inglett, Finance Director McQueen Limited 020 7667 6861 (Financial adviser to W&DB) Jim Fallon George Fleet Hudson Sandler 020 7796 4133 (PR adviser to W&DB) Nick Lyon Wendy Baker ECI Roger Hunt, Chairman 07957 872 476 Tim Udell, Chief Executive 07968 330 942 Moore Stephens Corporate Finance 020 7334 9191 (Financial adviser to ECI) Philip Cowan Arthur Davey Humberts Leisure LLP 020 7629 6700 (Surveyors and advisers to ECI) Anthony Miller This announcement does not constitute an offer or invitation to purchase anysecurities. The Offer will be made solely by means of the Offer Document andthe acceptance form accompanying the Offer Document, which will contain the fullterms and conditions of the Offer, including details of how the Offer may beaccepted. ECI Shareholders are advised to read the Offer Document andaccompanying acceptance form when they are sent to them because they willcontain important information. McQueen Limited, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for W&DB and no-one else inconnection with the Offer and will not be responsible to anyone other than W&DBfor providing the protections afforded to clients of McQueen Limited nor forproviding advice in relation to the Offer or in relation to the contents of thisannouncement. Moore Stephens Corporate Finance, a division of Moore Stephens, which isauthorised and regulated by the Financial Services Authority for investmentbusiness, is acting exclusively for ECI and no-one else in connection with theOffer and will not be responsible to anyone other than ECI for providing theprotections afforded to clients of Moore Stephens Corporate Finance nor forproviding advice in relation to the Offer or in relation to the contents of thisannouncement. The Offer will not be made, directly or indirectly, in or into, and will not becapable of acceptance in or from the United States, Canada, Australia or Japan.Custodians, nominees and trustees should observe these restrictions and shouldnot send or distribute documents in, into or from the United States, Canada,Australia or Japan. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether informal or formal) to acquire or control relevantsecurities of ECI, owns or controls, or becomes the owner or controller of,directly or indirectly, one per cent or more of any class of securities of ECIis required to disclose, by not later than 12.00 noon (London time) on theLondon business day following the date of the relevant transaction, dealings insuch securities of that company (or in any option in respect of, or derivativereferenced to, such securities) during the period to the date on which the Offerbecomes or is declared unconditional as to acceptances or lapses or is otherwisewithdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of ECI by W&DB or ECI, or by any of their respective associates(within the meaning of the City Code), must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER 1. Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as W&DB may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent (or such lower percentage as W&DB may decide) in nominal value of the ECI Shares to which the Offer relates, provided that this condition will not be satisfied unless W&DB and/or any Associate shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) ECI Shares carrying in aggregate more than 50 per cent of the voting rights then normally exercisable at a general meeting of ECI, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to any ECI Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise; and for this purpose: (i) any reference to "shares to which the Offer relates" shall be construed in accordance with sections 428-430F of the Companies Act 1985; (ii) ECI Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue; and (iii) valid acceptances shall be deemed to have been received in respect of ECI Shares which are treated for the purposes of section 429(8) of the Companies Act 1985 as having been acquired or contracted to be acquired by W&DB by virtue of acceptances of the Offer; (b) no Third Party having intervened and there not continuing to be outstanding any statute, regulation or order of any Third Party in each case which would or might reasonably be expected to: (i) make the Offer, its implementation or the acquisition or proposed acquisition by W&DB of any shares or other securities in, or control or management of, ECI void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prevent, prohibit, restrict or delay the same or impose additional conditions or obligations with respect to the Offer or such acquisition, or otherwise materially impede, challenge or interfere with the Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition or proposed acquisition of any ECI Shares or the acquisition of control or management of ECI by W&DB; (ii) limit or delay, or impose any material limitations on, the ability of W&DB or ECI to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, ECI; (iii) require or prevent the divestiture by W&DB of any shares or other securities in ECI; (iv) require or prevent the divestiture by W&DB or by ECI of all or any portion of the businesses, assets or properties of ECI or limit the ability of ECI to conduct its business or to own or control any of its assets or properties or any material part thereof; (v) except pursuant to Part XIIIA of the Companies Act 1985, require any member of the W&DB Group or ECI to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in ECI owned by any third party; (vi) limit the ability of any member of the W&DB Group or ECI to conduct or integrate or co-ordinate its business, or any part of it, with all or any material part of the businesses of any other member of the W&DB Group or of ECI; (vii) result in ECI ceasing to be able to carry on business under any name under which it presently does so; or (viii) otherwise adversely affect any or all of the business, assets, profits, financial or trading position of ECI, and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated; (c) all notifications and filings which are necessary, or are reasonably considered appropriate by W&DB, having been made, all appropriate waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ECI by W&DB; (d) all Authorisations which are necessary or are reasonably considered necessary or appropriate by W&DB in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, ECI by W&DB having been obtained, in terms and in a form reasonably satisfactory to W&DB, from all appropriate Third Parties in each case where the absence of such Authorisation would have a material adverse effect on ECI and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same; (e) since 29 May 2004 and save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which ECI is a party, or by or to which ECI or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, ECI by W&DB or otherwise, could or might reasonably be expected to result in: (i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, ECI being or becoming repayable or capable of being declared repayable immediately or prior to its stated repayment date or the ability of ECI to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn; (ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of ECI or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable; (iii) any such arrangement, agreement, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of ECI thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder; (iv) any asset or interest of ECI being or falling to be disposed of or ceasing to be available to ECI or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to ECI otherwise than in the ordinary course of business; (v) ECI ceasing to be able to carry on business under any name under which it presently does so; (vi) the creation of material liabilities (actual or contingent) by ECI other than in the ordinary course of business; (vii) the rights, liabilities, obligations or interests of ECI under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of ECI in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or (viii) the financial or trading position or the prospects or the value of ECI being prejudiced or adversely affected, to an extent which is material, and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit, franchise or other instrument, could result in or would be reasonably likely to result in any of the events or circumstances which are referred to in paragraphs (i) to (viii) of this condition (e); (f) since 29 May 2004 and save as Disclosed, ECI not having: (i) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities other than any options granted as disclosed in writing to W&DB prior to the date hereof; (ii) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which is material; (iii) recommended, declared, paid or made any bonus, dividend or other distribution whether payable in cash or otherwise; (iv) made or authorised any change in its loan capital; (v) merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (which is material); (vi) issued or authorised the issue of, or made any change in or to, any debentures or incurred or increased any indebtedness or liability (actual or contingent) which is material; (vii) entered into, varied, or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which: (A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or (B) is reasonably likely to restrict the business of ECI; or (C) is other than in the ordinary course of business, and which in any case is material; (viii) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself otherwise than in the ordinary course of business which in any case is material; (ix) entered into or varied the terms of any contract, agreement or arrangement with any of the directors or senior executives of ECI; (x) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material; (xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business in any case with a material adverse effect on ECI; (xii) waived or compromised any claim which is material; (xiii) made any alteration to its memorandum or articles of association which is material in the context of the Offer; (xiv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by ECI in a manner which is material; or (xv) entered into any agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition (f); (g) since 29 May 2004 and save as Disclosed: (i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of ECI which in any case is material; (ii) no contingent or other liability of ECI having arisen or become apparent or increased which in any case is material; (iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which ECI is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of ECI which in any case is material; and (iv) (other than as a result of the Offer) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of ECI which in any case is material; and (h) W&DB not having discovered that any financial or business or other information concerning ECI disclosed at any time by or on behalf of ECI, whether publicly, to any member of the W&DB Group or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date hereof by disclosure either publicly or otherwise to W&DB to an extent which in any case is material. For the purpose of these conditions: (i) "Third Party" means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction; (ii) a Third Party shall be regarded as having "intervened" if it has decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; (iii) "Authorisations" means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals; and (iv) "Disclosed" means as disclosed in ECI's annual report and accounts for the year ended 29 May 2004 or as otherwise fairly disclosed in writing to W&DB or its professional advisers by or on behalf of ECI prior to the date hereof including by way of inclusion in the data room made available to W&DB and its professional advisers by ECI. Subject to the requirements of the Panel, W&DB reserves the right to waive allor any of the above conditions, in whole or in part, except condition (a). Conditions (b) to (h) (inclusive) must be fulfilled, be determined by W&DB to beor remain satisfied or (if capable of waiver) be waived by midnight on the 21stday after the later of the first closing date of the Offer and the date on whichcondition (a) is fulfilled (or in each case such later date as W&DB may, withthe consent of the Panel, decide), failing which the Offer will lapse. W&DBshall be under no obligation to waive (if capable of waiver), to determine to beor remain satisfied or to treat as fulfilled any of conditions (b) to (h)(inclusive) by a date earlier than the latest date specified above for thefulfilment of that condition, notwithstanding that the other conditions of theOffer may at such earlier date have been waived or fulfilled and that there are,at such earlier date, no circumstances indicating that any condition may not becapable of fulfilment. If the Panel requires W&DB to make an offer for ECI Shares under the provisionsof Rule 9 of the City Code, W&DB may make such alterations to the conditions ofthe Offer, including to condition (a), as are necessary to comply with theprovisions of that Rule. The Offer will lapse if the acquisition of ECI by W&DB is referred to theCompetition Commission before the later of 3.00 p.m. (London time) on the firstclosing date of the Offer and the date when the Offer becomes or is declaredunconditional as to acceptances. If the Offer lapses, it will cease to be capable of further acceptance. ECIShareholders who have accepted the Offer and W&DB shall then cease to be boundby acceptances delivered on or before the date on which the Offer lapses. 2. Certain further terms of the Offer ECI Shares will be acquired by W&DB fully paid and free from all liens,equitable interests, charges, encumbrances and other third party rights of anynature whatsoever and together with all rights attaching to them, including theright to receive and retain all dividends and distributions (if any) declared,made or payable after the date of this announcement. The Offer will be on the terms and will be subject, inter alia, to theconditions which are set out in this Appendix 1 and those terms which will beset out in the Offer Document and such further terms as may be required tocomply with the provisions of the City Code. The Offer and any acceptancesthereunder will be governed by English law. The availability of the Offer to persons not resident in the United Kingdom maybe affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. APPENDIX 2 Bases and Sources 1. The value attributed to the existing issued share capital of ECI is based upon the 10,663,069 ECI Shares in issue on 23 August 2005. 2. Unless otherwise stated, the financial information on W&DB is extracted from W&DB's Annual Report and Accounts for the years ended 27 September 2003 and 2 October 2004. 3. Unless otherwise stated, the financial information on ECI is extracted from ECI's Annual Report and Accounts for the years ended 1 June 2002, 31 May 2003 and 29 May 2004. 4. Details of the irrevocable undertakings from ECI Shareholders are set out in the table below. Name Number of ECI Shares to which the irrevocable relatesStephen Gee 2,000Roger Hunt 25,000Peter Mathews 15,000Tim Udell 20,000TOTAL 62,000 APPENDIX 2 Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise. "Associate" has the meaning given in section 430E of the Companies Act 1985 "Australia" the Commonwealth of Australia, its territories and possessions "Canada" Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof "City Code" the City Code on Takeovers and Mergers "ECI" English Country Inns PLC "ECI Shareholders" holders of ECI Shares "ECI Shares" includes: (i) the existing unconditionally allotted or issued and fully paid ordinary shares of 50 pence each in the capital of ECI; and (ii) any further ordinary shares of 50 pence each in the capital of ECI which are unconditionally allotted or issued and fully paid before the date on which the Offer closes or before such earlier date as W&DB (subject to the City Code) may determine not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances "Japan" Japan, its cities, prefectures, territories and possessions "Offer" the recommended cash offer to be made by or on behalf of W&DB to acquire the ECI Shares, including, where the context so requires, any subsequent revision, variation, extension or renewal of such offer "Offer Document" the document containing the formal Offer to ECI Shareholders "Offer Price" 128 pence per ECI Share "Panel" the Panel on Takeovers and Mergers "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "United States of America" or "United States" the United States of America, its territories and possessions, any state of the United States and the District of Columbia "W&DB" The Wolverhampton & Dudley Breweries, PLC "W&DB Group" W&DB and its subsidiaries and subsidiary undertakings For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the meanings given by theCompanies Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule4A of the Companies Act 1985). All times referred to are London time unless otherwise stated. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Marstons