EI Group Regulatory News (EIG)

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

LEI: 2138004TQBE43SK9FT76 

 12 September 2019

RECOMMENDED CASH ACQUISITIONofEi GROUP PLCbySTONEGATE PUB COMPANY BIDCO LIMITED(a wholly-owned subsidiary of Stonegate Pub Company Limited)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

Ei Group plc ("EIG") is pleased to announce the results from the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition of the entire issued and to be issued share capital of EIG by Stonegate Pub Company Bidco Limited ("Bidco"), a wholly-owned subsidiary of Stonegate Pub Company Limited ("Stonegate") (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

Full details of the resolutions passed are set out in the notices to the Court Meeting and the General Meeting contained in the scheme document published by the Company on 15 August 2019 in connection with the Acquisition (the "Scheme Document").

At the Court Meeting, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.

At the General Meeting, the requisite majority of EIG Shareholders voted to pass the Special Resolution to approve and implement the Scheme (including, without limitation, the amendment to the EIG articles of association).

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each EIG Shareholder, present in person or by proxy, was entitled to one vote per EIG Share held at the Voting Record Time.

Timetable

Completion of the Acquisition remains subject to the satisfaction, or if applicable, the waiver of the other Conditions set out in the Scheme Document, including the regulatory approvals from the European Commission or the CMA, as applicable, the FCA and the Court sanctioning the Scheme at the Court Hearing.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 8 of the Scheme Document. An update to the expected timetable, including the time and date of the Court Hearing to sanction the Scheme, will be announced through a Regulatory Information Service following receipt of the relevant regulatory approvals. Subject to the Scheme being sanctioned by the Court at the Court Hearing and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on the second Business Day following the Court Hearing, which is expected to occur in the first quarter of 2020.

If there are any changes to any of the dates and/or times set out in the expected timetable, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.

General 

Copies of the resolutions passed at the Court Meeting and the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM. The Scheme Document is also available for inspection on the National Storage Mechanism.

Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the EIG website at www.eigroupplc.com/investors.

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to EIG.

The person responsible for arranging the release of this announcement on behalf of EIG is Loretta Togher (Legal Counsel & Company Secretary).

This announcement includes inside information for the purposes of the Market Abuse Regulation No. 596/2014.

Important notices

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank, acting through its London branch ("Deutsche Bank"), is acting as corporate broker and financial adviser to EIG and no other person in connection with the contents of this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than EIG for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates, nor any of its or their respective directors, officers or employees 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 Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to EIG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint corporate broker exclusively for EIG and no one else in connection with the Acquisition and the other matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Information for overseas persons

The release, publication or distribution of this announcement and the Scheme Document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the United Kingdom into whose possession this announcement and the Scheme Document comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement, the Scheme Document and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and the City Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales. Nothing in this announcement, the Scheme Document or the accompanying documents should be relied on for any other purpose.

Unless otherwise determined by Bidco or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form 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 or the accompanying documents will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document. All EIG Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this announcement or the Scheme Document and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

No person has been authorised to make any representations on behalf of EIG or Bidco concerning the Acquisition which are inconsistent with the statements contained in this announcement or the Scheme Document and any such representations, if made, may not be relied upon as having been so authorised.

Each EIG Shareholder is advised to read and consider carefully the Scheme Document and the text of the Scheme itself contained in the Scheme Document. The Scheme Document, and in particular the letter from the Chairman of EIG and the Explanatory Statement contained therein, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme proposed at the Court Meeting and to assist EIG Shareholders in respect of voting on the Special Resolution proposed at the General Meeting.

EIG Shareholders should not construe the contents of this announcement or the Scheme Document as legal, tax or financial advice and should consult with their own advisers as to the matters described in this announcement and the Scheme Document.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and release of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, the Stonegate Group, EIG or the EIG Group except where otherwise stated.

Notice to EIG Shareholders in the US

The Acquisition relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company incorporated in England and Wales and listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. If in the future Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in EIG outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.

The EIG financial information included in, and incorporated by reference into, this announcement and other documentation related to the Acquisition has been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union, which may not be comparable to the financial statements of companies reporting their financial statements pursuant to home country generally accepted accounting principles ("GAAP"), which differ in certain significant respects from IFRS. None of the financial information included in, or incorporated by reference into, this announcement and other documentation related to the Acquisition has been audited in accordance with GAAP under any such countries' laws.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and EIG are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US Shareholders may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

The receipt of cash pursuant to the Acquisition by a US Shareholder as consideration for the transfer of the Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as non-US and other, tax laws. Each EIG Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Acquisition. Further details in relation to US Shareholders are contained in the Scheme Document.

Neither the US Securities and Exchange Commission (the "SEC") nor any US state securities commission has expressed an opinion about: (a) the Scheme or the Acquisition; (b) the merits or fairness of the Scheme or the Acquisition; or (c) the adequacy or accuracy of the disclosure in the Scheme Document and it is an offence in the United States to claim otherwise.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements made regarding the Acquisition, and other information published by Bidco and EIG contains statements about Bidco and EIG that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements 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 Bidco's or EIG's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or EIG's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Neither Bidco nor EIG, nor their respective associates, directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement (including information incorporated by reference into this announcement) will actually occur. Bidco and EIG disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. Except as expressly provided, they have not been reviewed by the auditors of EIG or Bidco. All subsequent oral or written forward-looking statements attributable to EIG or Bidco or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Publication on website

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on EIG's website at www.eigroupplc.com and on Stonegate's website at www.stonegatepubs.com by no later than 12.00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

EIG Shareholders may request a hard copy of this announcement by contacting EIG's Registrar, Computershare Investor Services PLC, during business hours on +44 (0)370 889 4080 or by submitting a request in writing to EIG's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.