4th Feb 2008 07:01
Punch Taverns PLC04 February 2008 Punch Taverns plc 4 February 2008 NOT FOR RELEASE, DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA PUNCH TAVERNS PLC ("Punch") STATEMENT REGARDING PRESS SPECULATION Punch notes the recent press speculation regarding Mitchells & Butlers plc ("Mitchells & Butlers"). Punch confirms that it submitted outline terms of apossible merger to the board of Mitchells & Butlers on 1 February 2008. Punch's proposal envisages a merger pursuant to which Punch and Mitchells &Butlers shareholders would each own 50% of the merged company and wouldtherefore equally participate in the benefits of the combination. In addition,Mitchells & Butlers shareholders would receive a cash payment of £175 million. The proposal includes plans for a management and board structure for thecombined company with Giles Thorley as CEO, Phil Dutton as CFO, Tim Clarke asnon-executive Chairman and Peter Cawdron as non-executive Deputy Chairman. Theremainder of the senior executives and board members would be drawn from bothcompanies reflecting the expertise within Mitchells & Butlers and Punch'srespective operations. Punch believes the terms and structure of the combination are compelling to bothPunch and Mitchells & Butlers shareholders and that there is substantialstrategic rationale in combining the two businesses, including opportunities foroperational synergies in the managed pub business and through a reduction incentral costs. Punch believes that its proposal is attractive in terms ofvalue, speed and deliverability. This is an announcement falling under Rule 2.4 of the City Code on Takeovers andMergers and does not constitute an announcement of a firm intention to make anoffer or to pursue any other transaction under Rule 2.5 of the Code.Accordingly, there can be no certainty that any offer will ultimately be made.If an offer or a proposal to pursue any other transaction is made (i) Punchreserves the right to make an offer on less favourable terms with therecommendation of the board of Mitchells & Butlers and (ii) in any other case,it must be made on terms that are, taken as a whole, at least as favourable toMitchells & Butlers shareholders as those set out in this announcement, providedthat Punch reserves the right to change the form or mix of consideration. For further information, please contact: Goldman Sachs InternationalRichard Campbell-BreedenAnthony GutmanPhil Raper (Corporate Broking)Tel: +44 20 7774 1000 Morgan Stanley & Co. LimitedGavin MacDonaldSimon SmithTim Pratelli (Corporate Broking)Tel: +44 20 7425 8000 College Hill AssociatesJustine WarrenMatthew SmallwoodTel: +44 20 7457 2020 BrunswickFiona AntcliffeSimon SporborgTel: +44 20 7404 5959 Goldman Sachs International is acting exclusively for Punch and no-one else inconnection with a possible merger with Mitchells & Butlers and will not beresponsible to anyone other than Punch for providing the protections afforded toclients of Goldman Sachs International nor for providing advice in relation toany such possible transaction. Morgan Stanley & Co. Limited is acting exclusively for Punch and no-one else inconnection with a possible merger with Mitchells & Butlers and will not beresponsible to anyone other than Punch for providing the protections afforded toclients of Morgan Stanley & Co. Limited nor for providing advice in relation toany such possible transaction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1 per cent. or more of any class of "relevant securities" of Punch or ofMitchells & Butlers, all "dealings" in any "relevant securities" of Punch or ofMitchells & Butlers (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by not later than 3.30 p.m. (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which any offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Punch or Mitchells & Butlers, they will be deemed to be a singleperson for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Punch or of Mitchells & Butlers by Punch or Mitchells & Butlersor by any of their respective "associates", must be disclosed by no later than12.00 noon (London time) on the London business day following the date of therelevant transaction. A disclosure table, giving details of companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, canbe found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Punch Taverns PLCMitchells & Butlers