13th Apr 2006 15:53
R20 Limited13 April 2006 R20 Limited13 April 2006 For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN STATEMENT REGARDING MITCHELLS & BUTLERS PLC ("MITCHELLS & BUTLERS") Further to recent speculation, R20, the investment vehicle of Robert Tchenguiz,confirms that its consortium has, after a period of extensive due diligencesince its initial announcement, made an informal approach to the Board ofMitchells & Butlers to acquire the company for 550p per share in cash. Subjectto the Board of Mitchells & Butlers expressing its willingness to engage indiscussions with the consortium on this basis (which the Board has refused todo), it was intended that the informal approach be followed immediately by aformal written approach supported by highly confident letters from its financingbanks. It is currently envisaged that the consortium's offer would be financedthrough a combination of equity and debt. The consortium's preconditions toannouncing a firm intention to make an offer include the following: a shortperiod of confirmatory due diligence, final investment and credit committeeapprovals of the financing banks and equity consortium members and arecommendation by the Board of Mitchells & Butlers that shareholders accept theoffer. R20 reserves the right to waive any or all of the preconditions set out in thisannouncement and emphasises that there can be no certainty that any offer willultimately be made even if the preconditions are satisfied or waived. Thisannouncement does not constitute an offer or invitation to purchase anysecurities. Notes: The distribution of this announcement in jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about, and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. 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 Mitchells & Butlers, all"dealings" in any " relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Therequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Mitchells & Butlers, they willbe 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 "relevantsecurities" of Mitchells & Butlers by Mitchells & Butlers, or by any of their "associates", must be disclosed by no later than 12.00 noon (London time) on theLondon business day following the date 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 reference 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:
Mitchells & Butlers