28th Mar 2008 07:02
Punch Taverns PLC28 March 2008 Punch Taverns plc 28 March 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 Mitchells & Butlers plc On 4 February 2008, Punch confirmed that it had submitted outline terms of apossible merger to the Board of Mitchells & Butlers plc ("Mitchells & Butlers").Subsequent preliminary discussions with, and preliminary due diligence on,Mitchells & Butlers have led the Board of Punch to conclude that the termsproposed to Mitchells & Butlers are no longer in the best interests of Punchshareholders and therefore Punch is withdrawing its merger proposal. Punch has been approached by a number of third parties in relation to possibletransactions involving Mitchells & Butlers which may or may not result in anoffer for, or other transaction with, Mitchells & Butlers. Punch is assessingwhether any such proposal would maximise value for Punch shareholders. Afurther announcement will be made in due course, if appropriate. In accordance with the provisions of the City Code on Takeovers and Mergers, anysuch offer for Mitchells & Butlers may only be on less favourable terms, takenas a whole, than those announced on 4 February 2008 with the recommendation ofthe Board of Mitchells & Butlers (subject as provided in that announcement). 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 BrunswickSimon SporborgLaura CummingsTel: +44 20 7404 5959 Goldman Sachs International is acting exclusively for Punch and no-one else inconnection with a possible transaction 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 transaction 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% or more of any class of "relevant securities" of Punch or of Mitchells &Butlers, all "dealings" in any "relevant securities" of that company (includingby 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 pm(London time) on the London business day following the date of the relevanttransaction. This requirement will continue until the date on which the offerbecomes, or is declared, unconditional as to acceptances, lapses or is otherwisewithdrawn or on which the "offer period" otherwise ends. If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire an "interest" in "relevant securities" of Punch or ofMitchells & Butlers, they will be deemed to be a single person for the purposeof 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 of Mitchells &Butlers, or by any of their respective "associates", must be disclosed by nolater than 12.00 noon (London time) on the London business day following thedate of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.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