EI Group Regulatory News (EIG)

ENTERPRISE INNS PLC

LAUNCHES CASH TENDER OFFER AND ANNOUNCES INTENTION TO ISSUE NEW BONDS

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

22 September 2014. Enterprise Inns plc (the Offeror) announces today an invitation (such invitation the Offer) to holders of its outstanding £600,000,000 6.50 per cent. Secured Bonds due 2018 (£250,000,000 of which were issued on 6 March 2003 and a further £350,000,000 of which were issued on 28 October 2003 consolidated to form a single series with the original issue) (the Bonds) to tender their Bonds for purchase by the Offeror for cash up to an aggregate nominal amount of £250,000,000, subject as set out below.

The Offer is being made on the terms and subject to the conditions contained in the tender offer memorandum dated 22 September 2014 (the Tender Offer Memorandum) prepared by the Offeror in connection with the Offer, and is subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offer.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

Rationale for the Offer

The Offer is being made as part of the Offeror's desire to proactively manage its liabilities and future debt redemption obligations and to extend its debt maturity profile.

Revolving Credit Facility

The Offeror has also agreed terms with a syndicate of banks in connection with the refinancing of its credit facilities (the Credit Facility Refinancing).

Pursuant to the Credit Facility Refinancing, the Offeror's existing term and revolving facilities agreement would be replaced with a four year revolving facility agreement on improved terms with a syndicate of core relationship banks. The Credit Facility Refinancing is subject to the consummation of the Offer and the New Bonds (as described below).

The Offer

The Offeror will, on the Tender Offer Settlement Date, pay for Bonds validly tendered and accepted by it for purchase pursuant to the Offer, a cash purchase price (expressed as a percentage, the Purchase Price) equal to 108.75 per cent. of the nominal amount of such Bonds.

The Offeror will also pay an Accrued Interest Payment in respect of Bonds accepted for purchase pursuant to the Offer.

New Financing Condition

The Offeror announced today its intention to issue Sterling-denominated fixed-rate secured bonds due 2023 (the New Bonds). It is the Offeror's current intention that it will only issue the New Bonds if investors (including Bondholders with a New Issue Allocation) have agreed to subscribe for at least £200,000,000.

The Offeror is not under any obligation to accept for purchase any Bonds tendered pursuant to the Offer. The acceptance for purchase by the Offeror of Bonds tendered pursuant to the Offer is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason. The purchase of any Bonds by the Offeror pursuant to the Offer is also subject, without limitation, to the successful completion (in the determination of the Offeror) of the issue of the New Bonds (the New Financing Condition). 

The Offeror reserves the right at any time to waive any or all of the conditions of the Offer (including the New Financing Condition) as set out in the Tender Offer Memorandum.

New Issue Allocation

A Bondholder that wishes to subscribe for New Bonds in addition to tendering Bonds for purchase pursuant to the Offer will receive priority in the allocation of the New Bonds, subject to the completion of the Offer, the issue of the New Bonds and as set out below. Such priority will be given for an aggregate principal amount of New Bonds (such priority amount, a New Issue Allocation) up to the aggregate principal amount of Bonds subject to a Bondholder's valid Tender Instruction where an allocation of New Bonds is also requested (such Tender Instruction, a Tender and New Issue Allocation Instruction), subject to the acceptance for purchase by the Offeror of the Bonds so tendered. 

If the aggregate principal amount of Bonds tendered in the Offer exceeds the Final Acceptance Amount, such Bonds will, if the Offeror accepts any Bonds for purchase pursuant to the Offer, be accepted by the Offeror on a pro rata basis. In such circumstances, the New Issue Allocation each relevant Bondholder will receive will be up to the aggregate principal amount of Bonds accepted from each Bondholder pursuant to its Tender and New Issue Allocation Instruction following such pro rata scaling.

To be eligible to receive a New Issue Allocation, a Bondholder must (i) contact a Dealer Manager to register its interest and to obtain its unique reference number (the Allocation Code), (ii) specify such Allocation Code (together with certain additional information) in the free format text field of its Tender Instruction and (iii) make an application to the relevant Dealer Manager from whom the Allocation Code was obtained (in its capacity as a manager of the issue of the New Bonds) for the purchase of New Bonds in accordance with the standard new issue procedures of such Dealer Manager, including a reference to such Allocation Code, all as more fully set out in the Tender Offer Memorandum.

If any Bondholder wishes to subscribe for New Bonds in addition to its New Issue Allocation it must make a separate application to subscribe for such additional New Bonds to either of the Dealer Managers or any of the other managers of the issue of the New Bonds in accordance with the standard new issue procedures of such manager.

Final Acceptance Amount and Scaling

If the Offeror decides to accept any Bonds for purchase, the Offeror currently proposes to accept for purchase pursuant to the Offer an aggregate nominal amount of Bonds of up to £250,000,000, although the Offeror reserves the right in its sole discretion to accept significantly less than or significantly more than (or none of) such amount for purchase pursuant to the Offer (the final amount accepted for purchase pursuant to the Offer being the Final Acceptance Amount).

If the Offeror accepts any Bonds for purchase pursuant to the Offer and the aggregate nominal amount of Bonds validly tendered is greater than the Final Acceptance Amount, the Offeror intends to accept such Bonds for purchase on a pro rata basis such that the aggregate nominal amount of such Bonds accepted for purchase is no greater than the Final Acceptance Amount, as further described in the Tender Offer Memorandum.

Consultation with certain Bondholders

The Offer and the proposed issue of the New Bonds have been considered by Bondholders representing approximately 25 per cent. in aggregate nominal amount outstanding of the Bonds. Based on the feedback received from such Bondholders, the Offeror has decided to proceed with the Offer and announce its intention to issue the New Bonds.

Tender Instruction

In order to participate in the Offer, Bondholders must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 29 September 2014 (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount of no less than £1,000, being the minimum denomination of the Bonds, and may be submitted in integral multiples of £1,000 thereafter subject, in the case of any Tender and New Issue Allocation Instructions, to each relevant Tender and New Issue Allocation Instruction relating (including after any pro rata scaling, if applicable) to a minimum of £100,000 in aggregate nominal amount of the Bonds.

Any Tender and New Issue Allocation Instruction that does not relate (including after any pro rata scaling, if applicable) to a minimum of £100,000 in aggregate principal amount of Bonds will be deemed to be a Tender Only Instruction and the Offeror will not give a New Issue Allocation in respect of such Tender Instruction.

Tender Instructions which relate (including after any pro rata scaling, if applicable) to a nominal amount of Bonds of less than £1,000 or integral multiples of £1,000 thereafter will be rejected.

A separate Tender Instruction must be completed on behalf of each beneficial owner.

Indicative Timetable for the Offer

The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of the Offeror to extend, re-open, amend, waive any condition of and/or terminate the Offer.

Bondholders are advised to check with any bank, broker or other intermediary through which they hold Bonds by when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offer by the deadlines set out above. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines above.

Unless stated otherwise, announcements in connection with the Offer will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant Reuters Insider Screen and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offer. In addition, Bondholders may contact the Dealer Manager for information using the contact details set out below.

Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for, participating in the Offer.

Deutsche Bank AG, London Branch and The Royal Bank of Scotland plc are acting as Dealer Managers for the Offer and Deutsche Bank AG, London Branch is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be directed to the Dealer Managers.

THE DEALER MANAGERS

Questions and requests for assistance in connection with the delivery of Tender Instructions may be directed to the Tender Agent.

THE TENDER AGENT

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Telephone: +44 20 7547 5000

Fax: +44 20 7547 5001

Attention: Trust and Agency Services

Email: xchange.offer@db.com

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Bonds for purchase pursuant to the Offer. The Dealer Managers are acting exclusively for the Offeror and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of the Dealer Managers or for advising any other person in connection with the Offer. None of the Offeror, the Dealer Managers and the Tender Agent nor any of their respective directors, employees or affiliates makes any recommendation as to whether Bondholders should tender Bonds for purchase pursuant to the Offer.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities and the minimum denomination of the New Bonds will be £100,000.

OFFER AND DISTRIBUTION RESTRICTIONS

United States

The Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States and the Bonds cannot be tendered in the Offer by any such use, means, instrumentality or facility or from within the United States. Any purported tender of Bonds resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each holder of Bonds participating in the Offer will represent that it is not located in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offer have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being carried out in Italy as exempted Offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase pursuant to the Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten / L'Autorité des Services et Marchés Financiers / Financial Services and Markets Authority) and, accordingly, the Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the Belgian Public Offer Law), each as amended or replaced from time to time. Accordingly, the Offer may not be advertised and the Offer will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offer. Accordingly, the information contained in this announcement and/or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offer is not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement, the Tender Offer Memorandum nor any other document or material relating to the Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offer. Neither this announcement nor the Tender Offer Memorandum has been, or will be, submitted for clearance to nor approved by the Autorité des Marchés Financiers.