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

Ei Group plc3 March 2020

Recommended Cash Acquisition

of

Ei Group plc

by

Stonegate Pub Company Bidco Limited

(a wholly-owned subsidiary of Stonegate Pub Company Limited) 

Scheme of arrangement becomes Effective

On 18 July 2019, the boards of directors of Ei Group plc ("EIG") and Stonegate Pub Company Bidco Limited ("Stonegate"), a wholly-owned subsidiary of Stonegate Pub Company Limited, announced that they had reached agreement on the terms of a recommended all-cash acquisition of the entire issued and to be issued share capital of EIG by Stonegate (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 27 February 2020, EIG announced that the Court had sanctioned the Scheme at the Court Hearing held that day.

EIG and Stonegate are pleased to announce that, following the delivery of the Court Order to the Registrar of Companies today, the Scheme has now become Effective and the entire issued share capital of EIG is now owned by Stonegate.

As the Scheme has now become Effective, EIG announces that Robert Walker, Simon Townsend, Neil Smith, Adam Fowle, Marisa Cassoni, Peter Baguley and Jane Bednall have resigned as directors of EIG and Ian Payne, Simon Longbottom, David Ross, Brian Magnus and Manjit Dale are appointed as directors of EIG, in each case with effect from today's date.

As announced on 18 July 2019, a Scheme Shareholder on the register of members of EIG at the Scheme Record Time, being 6.00 p.m. on 28 February 2020, will be entitled to receive 285 pence in cash for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively) as soon as practicable and in any event not later than 14 days after today's date.

Applications have been made to the FCA and the London Stock Exchange in relation to the de-listing of EIG Shares from the premium listing segment of the Official List of the FCA and the cancellation of the admission to trading of EIG Shares on the London Stock Exchange's main market for listed securities which is expected to take place at 8.00 a.m. on 4 March 2020.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the scheme document published by EIG on 15 August 2019, a copy of which is available on the EIG website at https://www.eigroupplc.com/en/investors.html. All references to times are to London times.

Important notices

Nomura International plc, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting as financial adviser to Stonegate, and no one else in connection with the matters set out in this announcement and Nomura International plc, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Stonegate for providing the protections afforded to clients of Nomura International plc nor for giving advice in relation to any matter or arrangement referred to in this announcement. Neither Nomura International plc nor any of its subsidiaries, branches or 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 Nomura International plc in connection with this announcement or any matter referred to herein.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser to Stonegate and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the matters described in this announcement or any matter referred to herein. Neither Goldman Sachs International nor any of its subsidiaries, branches or 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 Goldman Sachs International in connection with this announcement or any matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting as financial adviser to Stonegate and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Stonegate for providing the protections afforded to clients of Barclays, or for giving advice in connection with the matters described in this announcement or any matter referred to herein. Neither Barclays nor any of its subsidiaries, branches or 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 Barclays in connection with this announcement or any matter referred to herein.

Cautionary note regarding 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.  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 Stonegate nor EIG, nor any of 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. Stonegate and EIG disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

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.