Last checked at 18 Jun 2009 07:00
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
18 June 2009
Marston's PLC ("Marston's" or the "Company")
PROPOSED RIGHTS ISSUE
TO RAISE APPROXIMATELY £176 m OF GROSS PROCEEDS
The Board of Directors of Marston's today announces a fully underwritten 11 for 10 Rights Issue to raise gross proceeds of approximately £176 million, through the issue of 298,865,230 New Shares at 59.0 pence per New Share, a 39.6% discount to the theoretical ex-rights price based on the closing price on the London Stock Exchange of 140.25 pence per Ordinary Share on 17 June 2009 (being the last business day before this announcement). The Rights Issue is subject to, inter alia, approval by Shareholders at an Extraordinary General Meeting to be held on 6 July 2009.
Marston's is one of the UK's leading independent brewing and pub retailing businesses, with over 2,200 managed and tenanted pubs across the country and a portfolio of market leading ale brands. It benefits from a vertically integrated business model; a substantially freehold pub estate and a focus on high quality community pubs offering outstanding value for money; sustainable and supportive agreements with tenants and lessees; and a brewing business with a growing national and leading range of premium and local cask ale brands. Food sales now represent around 37% of total retail sales in the managed pubs division, having increased from around 27% in 2004 through a combination of strong organic growth, acquisitions and new build pubs.
HIGHLIGHTS
Use of proceeds
Accelerate the Group's strategy of acquiring and developing new build pubs that produce enhanced returns
In recent years Marston's has been a UK market leader in developing new build pubs with the expertise and infrastructure in place to accelerate this programme at a time when the Board believes there are a wide variety of attractive sites which can be secured on more favourable terms.
Marston's intends to use approximately £140 million of the net proceeds of the Rights Issue to acquire and develop new pubs in the short to medium term. New build pubs benefit from being purpose built and are typically large food-led destination pubs located on high visibility sites in dense population areas that appeal to the "F plan" (Food, Families, Females and Forty/Fifty somethings, with a focus on value) segments of the market. The Company has a successful track record of developing these types of pubs having built over 30 new build pubs following this strategy over the last five years. The Company has achieved strong returns, averaging 15% EBITDA return on invested capital on these pubs.
The Directors believe that there is potential to achieve returns on invested capital in excess of the target level of 15% EBITDA from the new build programme that will be implemented following the proposed Rights Issue together with a lower risk profile than is often associated with buying packages of existing pubs.
As a result of the Company's existing debt levels and its focus on conserving cash in a challenging market environment, the Company had slowed this new build programme but has continued to secure some landbanked sites and to review the opportunities available as described later in this announcement. However, the current market environment is creating many opportunities for the Company to secure attractive sites on more competitive terms and benefit from falls in average development costs. The Board estimates that the accelerated programme will deliver around 20 to 25 new pub openings a year in the short term. 15 are expected to be delivered in the first full year to 2 October 2010 with additional sites being added to the land bank for future development.
Financial flexibility to pursue opportunistic debt repurchases and acquisitions
The remainder of the proceeds will provide the Company with the financial flexibility to undertake opportunistic repurchases of some of its securitised debt, to the extent it believes it can achieve prices that will deliver attractive returns, and to consider pursuing potential acquisition opportunities that meet the Board's criteria and deliver attractive returns.
Current trading, dividend and prospects*
Encouraging current trading
Like-for-like sales in Marston's Inns and Taverns are up 1.1 % in the 16 weeks to 6 June 2009
Trends in Marston's Pub Company and Marston's Beer Company in line with the half year
Profit before tax, exceptional operating items and exceptional non operating items for the financial year ending 3 October 2009 is expected to be not less than £69 million. The Company has not taken the proceeds or costs of the Rights Issue into account in making this profit forecast.
Marston's intends to pay a 2009 final dividend of 3.7 pence per Ordinary Share (2008 adjusted final dividend: 5.9 pence per Ordinary Share). The Board also expects to rebase the interim dividend in 2010. The Board believes that it is appropriate to rebase the dividend to a sustainable level which is in line with its policy of targeting a dividend cover of around two times over the medium term although the level of cover in any one year may vary.
* For all definitions refer to "Current trading and prospects", "Profit forecast" and "Dividend forecast" sections of the attached full announcement
Ralph Findlay, Chief Executive of Marston's, said:
"The current market environment represents a rare opportunity to secure excellent sites on attractive terms. The roll-out of new build pubs can generate higher returns at lower risk than acquiring mixed packages of existing pubs and is important to our long term strategy to drive shareholder value. We temporarily slowed our new build programme in late 2008 in response to the economic and financial challenges facing the industry. The Rights Issue will allow us to take advantage of situations arising in the current economic climate and accelerate the roll-out of the new build pubs in attractive locations at attractive investment costs.
The Rights Issue will also provide the financial flexibility to allow us to consider opportune repurchases of our debt or, if opportunities arise, to make acquisitions of high quality assets at attractive prices."
Rothschild is acting as Sole Financial Adviser and Joint Sponsor. The Rights Issue is fully underwritten by RBS Hoare Govett and J.P. Morgan Securities (on behalf of J.P. Morgan Cazenove) save for rights in respect of shares issued pursuant to the exercise of options, or treasury shares transferred out of treasury. RBS Hoare Govett is acting as Joint Bookrunner and Joint Sponsor and J.P. Morgan Cazenove is acting as Joint Bookrunner.
In addition, J.P. Morgan Cazenove has been appointed as joint broker alongside RBS Hoare Govett with immediate effect.
Analyst presentation
Marston's will be holding a presentation for analysts and investors today. The details of the meeting are as follows:
Venue: Hudson Sandler, 29 Cloth Fair, EC1A 7NN
Date & Time: 18 June 2009 at 8:45 a.m. (London time)
Registration will commence at 8:30 a.m. (London time)
Participants Dial-In details: 0845 111 4061
Participants will need to provide the Conference ID: 15714584 - audio only
To follow the slide by slide presentation on your desktop, please go to:
http://mediazone.brighttalk.com/event/H2Glenfern/0fc170ecbb-2800-intro
If you have any enquiries regarding the analyst presentation, please contact Vanessa Laybourn at Hudson Sandler on 0207 796 4133
Expected timetable
Each of the times and dates in the table below is indicative only and may be subject to change.
| 2009 | ||
| Expected publication of the prospectus | 18 June 2009 | |
| Extraordinary General Meeting | 9:00 am on 6 July 2009 | |
| Dealings in New Shares, nil paid, commence on the London Stock Exchange | 7 July 2009 | |
| Latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters | 11:00 a.m. on 21 July 2009 | |
| Dealings in New Shares, fully paid, commence on the London Stock Exchange | 8:00 a.m. 22 July 2009 |
| Notes: | |
| Subject to certain restrictions relating to Overseas Shareholders, details of which are set out in the Prospectus. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Marston's by announcement through a Regulatory Information Services in which event details of the new dates will be notified to the FSA and to the London Stock Exchange and, where appropriate, to Qualifying Shareholders. | |
| References to times in this Announcement are to London time unless otherwise stated. | |
This summary should be read in conjunction with the full text of this announcement.
A Prospectus containing details of the Rights Issue is expected to be posted to Shareholders shortly and will be available on the Group's website, www.marstons.co.uk.
Contacts
For further information, please contact:
Marston's PLC:
+44 (0)1902 711 811
Ralph Findlay, Chief Executive
Andrew Andrea, Finance Director
Rothschild (Sole Financial Adviser and Joint Sponsor):
+44 (0)20 7280 5000
Crispin Wright
Adam Young
RBS Hoare Govett (Joint Bookrunner and Joint Sponsor):
+44 (0)20 7678 8000
Sara Hale
Jonathan Retter
Jeremy Thompson
J.P. Morgan Cazenove (Joint Bookrunner):
+44 (0)20 7588 2828
Laurence Hollingworth
James Mitford
Neil Haycock
Hudson Sandler:
+44(0)20 7796 4133
Andrew Hayes
Nick Lyon
James White
DISCLAIMER
This announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Any decision to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any Provisional Allotment Letter, Nil Paid Rights, Fully Paid Rights, and/or New Shares must be made only on the basis of the information contained in and incorporated by reference into the Prospectus. Copies of the Prospectus will be available on publication from The Company's registered office.
The New Shares, the Nil Paid Rights, the Fully Paid Rights and the Provisional Allotment Letters have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act.
PROPOSED RIGHTS ISSUE
1. Introduction
The Company is proposing to raise gross proceeds of £176 million by way of a Rights Issue. The Rights Issue has been fully underwritten by RBS Hoare Govett and J.P. Morgan Securities and involves the issue of 298,865,230 New Shares at 59.0 pence per New Share (representing 110% of the Company's existing issued ordinary share capital (excluding shares held by the Company in treasury) and 52.4% of its enlarged ordinary share capital (excluding shares held by the Company in treasury). The Issue Price of 59.0 pence represents a 39.6% discount to the theoretical ex-rights price based on the closing middle-market price of 140.25 pence per Ordinary Share on 17 June 2009 (being the latest Business Day prior to the announcement of the Rights Issue).
The Rights Issue is conditional on the passing by Shareholders of the Resolutions at an Extraordinary General Meeting of the Company being convened for 9.00 a.m. on 6 July 2009. Both Ordinary Shareholders and Preference Shareholders are entitled to attend, speak and vote at the Extraordinary General Meeting; however, only Qualifying Shareholders may participate in the Rights Issue. In order to take up their entitlement to New Shares, Qualifying Shareholders need to make payment in full on acceptance by no later than 11.00 a.m. on 21 July 2009 (or such later date as may be notified by Marston's by announcement through a Regulatory Information Service).
2. Background to and reasons for the Rights Issue
Marston's is one of the UK's leading independent brewing and pub retailing businesses, operating 2,221 pubs (503 managed and 1,718 tenanted and leased) as at 4 April 2009 and five breweries across England and Wales. The Group has developed through a combination of organic growth and acquisitions. Over the last five years, the Group has made ten acquisitions for a net cash outflow of £447 million, undertaken £543 million of capital expenditure and returned £328 million to its shareholders in the form of capital and dividends.
Marston's operates a vertically integrated pub and brewing business, with a high quality, primarily freehold estate. The Board believes the Group has proved itself to be one of the strongest operators in the sector.
Marston's is principally a community pub operator, a sector of the market which has historically proven to be more defensive and less susceptible to fashion trends than other sectors. This helps position the Group well for the conditions currently facing the industry and will allow the Group to benefit from improving conditions in the medium term. Moreover, its focus on the "F plan" (Food, Families, Females and Forty/Fifty-somethings, with a focus on value) positions the Group to meet evolving consumer preferences and to continue to take advantage of the long term growth in eating out as a driver of sales. This is evidenced by the fact that the Board estimates that dining now drives 65% of customer visits to its managed pubs and the Group has capitalised on this trend by successfully developing food sales from 27% of revenue in 2004 to 37% during the 26-week period ended 4 April 2009.
In its brewing business, Marston's has targeted the higher margin premium cask ale segment by growing its own volumes by over 39% over the past five years to 4 April 2009 (including the benefit of acquisitions). In the premium ale market segment, the Group enjoys an estimated UK national share of 19.8% of pubs (source: derived from BBPA) and 17.7% in bottled ales (source: Nielsen), making it the largest supplier of premium bottled ale in the UK market (source: Nielsen).
In the Group's tenanted and leased pub business, as at 4 April 2009, approximately 80% of the pubs are let on the basis of substantive agreements, as opposed to short term, tenancy at will or agency arrangements. The average rent per pub as at 4 April 2009 was around £26,000 per annum which compares favourably with market rents for similar quality outlets. The Group focuses on recruiting good licensees and supporting them with effective training. In addition, Marston's offers licensees a range of 'added value' services from the continuing development of on-line services to business building initiatives and targeted drinks promotions. During the 26-week period ended 4 April 2009 these factors, together with the significant churn in the estate in recent years to improve the quality of the estate through disposals, acquisitions and transfers from Marston's Inns and Taverns, contributed to a resilient performance in a difficult market.
An important element of the Group's growth strategy has been the development of new build pubs in the managed pub estate. Over the last five years, the Group has developed over 50 of these pubs. Based on the Group's experience of operating pubs appealing to the Food, Families, Females and Forty/Fifty-somethings segment of the market, it has set out to develop a new build portfolio with a focus on this category's expectations, namely pubs that are: purpose built, food-led, located on high visibility sites and ideally in areas of high population density. These pubs provide value for money offerings and appeal to diners and non-diners alike, remaining true to a traditional pub heritage. Of the new build pubs, 30 pubs have been built to this food-led destination pub strategy since July 2004.
Marston's is a market leader in developing new build pubs and has a highly skilled and experienced in-house team specialising in this area of business development with a proven and robust site appraisal process. The sites are built to cost-efficient standard specifications to facilitate roll-out. The sites have been very successful and have generally delivered stronger LFL sales than for the Group's other managed pubs. In addition, the sites deliver a higher average weekly take (£19,400 versus £14,100 for all the Group's managed pubs) and food represents 56% of sales. The Group has achieved strong returns, averaging 15% EBITDA return on invested capital on the 30 pubs that have been rolled out since July 2004.
In the last two years, the UK pub and brewing sector has faced a number of economic and financial challenges. Accordingly, in late 2008, Marston's announced it was cutting back its new build programme in order to conserve cash. However, the Group has continued to buy sites selectively for future development as this strategy remains important in the long term. In 2009 to date, the Group has opened four new pubs, and on average these are delivering returns in excess of the target level of a 15% EBITDA return on invested capital.
The Board believes that the Group's strong business model, market position, high quality estate, prudent debt management and headroom under its existing bank facility and debt covenants, with no refinancing required before 2013, position it well for the current conditions facing the industry. In addition, the Board believes that Marston's is well positioned to benefit from the attractive opportunities that have begun to emerge in the current environment. However, the Board believes that the Group's current level of indebtedness is limiting its ability to take full advantage of such opportunities and therefore it is appropriate to increase the Group's financial flexibility and raise additional equity to take advantage of these new opportunities.
3. Use of proceeds
New build roll-out
Marston's has a track record of delivering excellent returns from new build activity and the Board believes this programme is a key driver of future shareholder value. Marston's believes that the current unsettled economy offers opportunities to accelerate the successful new build roll-out at more attractive investment costs and therefore Marston's intends to use approximately £140 million of the net proceeds of the Rights Issue to acquire and develop new sites in the short to medium term.
The current market environment allows Marston's to take advantage of increased availability of suitable sites, reduced competition for these sites and falls in average site acquisition costs. Combined with more favourable building costs, the Board believes there is potential to achieve returns from its new build programme in excess of the target level of a 15% EBITDA return on invested capital with a lower risk profile than is often associated with buying packages of existing pubs.
Marston's has an ongoing process of improvement to its pub design and construction. Marston's expects to enhance returns through the continued roll-out of:
The Board expects to develop 20 to 25 sites per year. In the period following the Rights Issue to 2 October 2010 the Board expects to open around 15 new sites and to land bank additional sites for future development. The investment costs, including land value, of each new build pub, from initial identification to opening, are expected to be around £2 million and around £2.8 million, respectively, for the two formats. New sites typically take 18 months from initial identification to opening. Currently, Marston's has an undeveloped land bank of nine sites with the acquisition of a further 20 sites subject to legal or planning conditions and a further 25 sites under offer or in detailed negotiation. In addition, the Group tends to have approximately 100 sites under investigation at any one time. In the event that the Rights Issue does not proceed, the Group would only be able to pursue its new build strategy at a slower pace.
The Board expects the development of these new pubs to improve the growth prospects of the Group, increase the relative importance of the managed pub division through greater profit contribution and enhance the average quality of the managed pub estate.
Financial flexibility to pursue opportunistic debt repurchases and acquisitions
The remainder of the net proceeds will provide financial flexibility to undertake opportunistic debt repurchases and acquisitions.
The Group's Securitised Debt, like the securitised debt of many companies in the sector, has recently traded at significant discounts to par value. In order to take advantage of current credit market conditions, whilst also strengthening its financial position, the Group may repurchase some of the Group's Securitised Debt opportunistically at prices significantly below par. The Group will only do this to the extent it believes it can achieve prices that will deliver attractive returns.
In addition, Marston's has a track record of making disciplined, strategic acquisitions and it will continue to assess acquisition opportunities in line with its strict criteria and may make acquisitions of high quality assets at attractive prices if such opportunities arise and are expected to generate attractive returns for Shareholders.
The net proceeds of the Rights Issue not immediately invested will be used to offset the drawdown under the Group's bank facilities or held as cash deposits.
4. Financial effects of the Rights Issue
The Rights Issue proceeds, deployed as outlined above, will make a positive contribution to total earnings in the year to 3 October 2009, although the Board expects the increase in the number of shares in issue following the Rights Issue to dilute earnings per share.
Had the Rights Issue taken place at the time of the Group's last published balance sheet, being 4 April 2009, the effect on the balance sheet would have been an increase in cash equal to the net proceeds of the Rights Issue.
5. Profit forecast
The Company forecasts, in the absence of unforeseen circumstances and on the basis of the assumptions set out in the Prospectus, profit before tax, exceptional operating items and exceptional non-operating items of the Group for the financial year ending 3 October 2009 to be not less than £69 million. The Company has not taken the proceeds or costs of the Rights Issue into account in making this profit forecast.
6. Dividend policy and forecast
The Board regularly reviews the Group's dividend policy, and recommends dividend payments, having regard to the immediate trading environment, balance sheet and longer term considerations.
The Board believes that it is appropriate to rebase the dividend and as a result Marston's intends to pay a 2009 final dividend of 3.7 pence per Ordinary Share (2008 adjusted final dividend: 5.9 pence per Ordinary Share), being the equivalent of a dividend of 5.3 pence per Existing Share adjusted pro rata to take account of the bonus element of the Rights Issue (2008: 8.47 pence per Existing Share).
The Board also expects to rebase the interim dividend in 2010.
The Board believes that the dividend is being rebased to an appropriate and sustainable level. The dividend and its progressive nature remains a key priority of the Board. Over the medium term, the dividend would be expected to benefit from the enhanced growth rate of the Group as the proceeds of the Rights Issue are invested.
The Board's dividend policy remains to target a dividend cover of around two times over the medium term although the level of cover in any one year may vary.
The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares including the right to the intended 2009 final dividend of 3.7 pence per Ordinary Share and the right to all future dividends and other distributions declared, made or paid, but excluding the interim dividend of 4.8 pence per Ordinary Share due to be paid on 30 June 2009.
7. Principal terms of the Rights Issue
The Company is proposing to offer 298,865,230 New Shares by way of a Rights Issue to Qualifying Shareholders, other than to Shareholders with a registered address in, subject to certain exceptions, the United States or one of the Restricted Territories. The offer is to be made at 59.0 pence per New Share, payable in full on acceptance by no later than 11.00 a.m. on 21 July 2009. The Rights Issue is expected to raise gross proceeds of approximately £176 million. The Issue Price represents a 39.6% discount to the theoretical ex-rights price based on the closing middle-market price of 140.25 pence per Ordinary Share on 17 June 2009 (being the last Business Day before the announcement of the terms of the Rights Issue).
The Rights Issue will be made on the basis of:
11 New Shares at 59.0 pence per New Share for every 10 Existing Shares
held by Qualifying Shareholders at the close of business on the Record Date.
Entitlements to New Shares will be rounded down to the nearest whole number and fractional entitlements will not be allotted to Shareholders but will be aggregated and issued into the market for the benefit of the Company. Holdings of Existing Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Rights Issue.
The Rights Issue is fully underwritten by the Underwriters pursuant to the Underwriting Agreement save for rights in respect of shares issued pursuant to the exercise of options, or treasury shares transferred out of treasury, after the date of this announcement. The principal terms of the Underwriting Agreement are summarised in the Prospectus.
The Rights Issue will result in 298,865,230 New Shares being issued (representing approximately 110% of the existing issued ordinary share capital (excluding shares held by the Company in treasury) and 52.4% of the enlarged issued ordinary share capital (excluding shares held by the Company in treasury) immediately following completion of the Rights Issue).
Both Ordinary Shareholders and Preference Shareholders are entitled to attend, speak and vote at the Extraordinary General Meeting; however, only Qualifying Shareholders may participate in the Rights Issue.
The Rights Issue is conditional, among other things, on:
(i) the Underwriting Agreement having become unconditional in all respects save for the condition relating to Admission;
(ii) Admission becoming effective by not later than 8.00 a.m. on 7 July 2009 (or such later time and date as the parties to the Underwriting Agreement may agree); and
(iii) the passing, without amendment, of the Resolutions at the Extraordinary General Meeting.
The New Shares, when issued and fully paid, will rank pari passu in all respects with the existing issued Ordinary Shares, including the right to receive dividends or distributions made, paid or declared after the date of this announcement save for the interim dividend of 4.8p per Ordinary Share due to be paid on 30 June 2009. Application will be made to the UK Listing Authority and to the London Stock Exchange for the New Shares to be admitted to the Official List and to trading on the London Stock Exchange, respectively. It is expected that Admission will occur, and that dealings in the New Shares (nil paid) on the London Stock Exchange will commence, at 8.00 a.m. on 7 July 2009.
Some questions and answers, together with details of the terms and conditions of the Rights Issue, including the procedure for acceptance and payment and the procedure in respect of rights not taken up, are set out in the Prospectus and, where relevant, will also be set out in the Provisional Allotment Letter.
Overseas Shareholders should refer to the Prospectus for further information on their ability to participate in the Rights Issue.
8. Current trading and prospects
Current trading remains encouraging. Like-for-like sales in Marston's Inns and Taverns were up 1.1% in the 16 weeks to 6 June 2009. Trends in Marston's Pub Company and Marston's Beer Company are consistent with those reported for Interim 2009. The Group's net debt position remains in line with expectations and the Group anticipates a reduction in its overall net debt position by 3 October 2009.
9. Extraordinary General Meeting
An Extraordinary General Meeting of the Company will be held at Marston's Training Centre, Summerfield Road, Wolverhampton WV1 4PR on 6 July 2009 at 9.00 a.m. The Extraordinary General Meeting is being held for the purpose of considering, and if thought fit, passing the three Resolutions necessary to authorise and carry out the Rights Issue. The first resolution is to increase the Company's authorised share capital, the second resolution is to allot the relevant securities and the third resolution provides the Directors with the authority to allot shares in connection with the Rights Issue free from the restrictions of section 89(1) of the Companies Act 1985.
10. Directors' interests
The interests of the Directors and their immediate families in the share capital of the Company (all of which, unless otherwise stated, are beneficial) as at 17 June 2009 (being the latest practicable date prior to the publication of the Prospectus) are shown below. In respect of the Rights Issue, six of the Directors intend to take up in full their rights to subscribe for New Shares. The other four Directors intend to sell sufficient of their interests in Nil Paid Rights during the nil paid dealing period to meet all or part of the costs of taking up the balance of their beneficial entitlements to New Shares. The resultant interests of the Directors and their immediate families as they are expected to be immediately following the Rights Issue are also shown below.
| | As at 17 June 2009 | Immediately following the Rights Issue | |
| | Number of Existing Shares | Percentage of Existing Shares (1) | Number of Ordinary Shares |
| David Thompson(2) | 1,951,588 (3) | 0.72(4) | 2,839,520 |
| Ralph Findlay | 361,260 | 0.13 | 758,646 |
| Andrew Andrea | 20,457 | 0.01 | 42,960 |
| Derek Andrew | 400,636 | 0.15 | 841,336 |
| Alistair Darby | 125,604 | 0.05 | 205,915 |
| Stephen Oliver | 128,036 | 0.05 | 214,525 |
| Rosalind Cuschieri | 41,965 | 0.02 | 88,127 |
| Miles Emley | 35,248 | 0.01 | 50,604 |
| Neil Goulden | 80,000 | 0.03 | 168,000 |
| Lord Hodgson | 36,720 | 0.01 | 77,112 |
Notes:
(1) As at 17 June 2009 301,858,003 Ordinary Shares are in issue, of which 30,162,339 are held in treasury by the Company.
(2) David Thompson granted an equitable charge to Barclays Bank PLC over certain interests he holds in Ordinary Shares in the Company on 15 July 1988 to secure personal borrowings. The number of Ordinary Shares charged is 443,852 representing approximately 50% of David Thompson's (and his immediate family's) aggregate beneficial interests of 889,799 Ordinary Shares. The beneficial interest of David Thompson (and his immediate family) includes interests in 15,068 shares acquired prior to 1997 and excludes interests in 312,217 shares previously disclosed as beneficial that are non-beneficial interests.
(3) This figure represents a beneficial interest of David Thompson (and his immediate family) in 889,799 Ordinary Shares, and a
non-beneficial interest in 1,061,789 Ordinary Shares.
(4) Percentage calculated on the basis of the total number of Existing Shares (excluding treasury shares).
The Directors have the same voting rights as all other Shareholders.
DEFINITIONS
| “Admission” | admission of the New Shares, nil paid, to the Official List, and to trading on the London Stock Exchange’s main market for listed securities |
| “Articles” | the articles of association of the Company which are described in the Prospectus |
| “Board” or “Board of Directors” | the board of directors, from time to time, of the Company |
| “Business Day” | a day (other than a Saturday or Sunday) on which banks are open for general business in London |
| “Company” or “Marston’s” | Marston’s PLC, a public limited company incorporated under the laws of England and Wales |
| “community pub” | community based, food focused pubs providing a growing value for money offering |
| “CREST” | the relevant system (as defined in the CREST Regulations) for the paperless settlement of trades in listed securities in the United Kingdom, of which Euroclear UK and Ireland Limited is the operator (as defined in the CREST Regulations) |
| “CREST Regulations” | the Uncertificated Securities Regulations 2001 (SI 2001/3755) |
| “Directors” or “Board” | the Executive Directors and Non-executive Directors of the Company as at the date of this Announcement |
| “Disclosure and Transparency Rules” | the Disclosure Rules and Transparency Rules of the FSA |
| “EBITDA” | earnings before interest, taxation, depreciation, amortisation and exceptional items |
| “Executive Directors” | the executive Directors of the Company as at the date of this announcement |
| “Existing Shares” | the existing Ordinary Shares in issue at the Record Date |
| “Extraordinary General Meeting” | the extraordinary general meeting of the Company to be held at 9.00 a.m. on 6 July 2009, notice of which is set out in Part XI of the Prospectus |
| “FSA” | the Financial Services Authority of the United Kingdom |
| “FSMA” | the Financial Services and Markets Act 2000 |
| “Fully Paid Rights” | rights to acquire New Shares, fully paid |
| “Group” | the Company and its subsidiary undertakings and, where the context requires, its associated undertakings |
| “Interim 2009” | the 26-week period ended 4 April 2009 |
| “Issue Price” | 59.0 pence per New Share |
| “Joint Bookrunner” or “Joint Bookrunners” | RBS Hoare Govett and/or J.P. Morgan Cazenove, as the context requires |
| “Joint Sponsor” or “Joint Sponsors” | RBS Hoare Govett and/or Rothschild, as the context requires |
| “J.P. Morgan Cazenove” | J.P. Morgan Cazenove Limited of 20 Moorgate, London EC2R 6DA |
| “J.P. Morgan Securities” | J.P. Morgan Securities Ltd. of 125 London Wall, London EC2Y 5AJ |
| “LFL” | like-for-like |
| “Listing Rules” | the listing rules of the FSA |
| “London Stock Exchange” | London Stock Exchange Group plc |
| “Marston’s Beer Company” | the brewing division of the Group’s business |
| “Marston’s Inns” | a trading format of Marston’s Inns and Taverns |
| “Marston’s Inns & Taverns” | the managed pub division of the Group’s business operations |
| “Marston’s Pub Company” | the trading division of the Group’s business with tenanted and leased pubs under its management |
| “New Shares” | the new Ordinary Shares which the Company will allot and issue pursuant to the Rights Issue, including, where appropriate, the Provisional Allotment Letters, the Nil Paid Rights and Fully Paid Rights |
| “Nil Paid Rights” | rights to acquire New Shares, nil paid |
| “Non-executive Directors | the non-executive Directors of the Company as at the date of this Announcement |
| “Official List” | the Official List of the FSA |
| “Ordinary Shares” | ordinary shares of 7.375 pence each in the capital of the Company having the rights set out in the Articles as described in the Prospectus |
| “Ordinary Shareholdres” | holders of Ordinary Shares |
| “Original Notes” | the £236,000,000 Class A1 Secured Floating Rate Notes due 2020, the £214,000,000 Class A2 Secured Fixed/Floating Rate Notes due 2027, the £200,000,000 Class A3 Secured Fixed/Floating Rate Notes due 2032 and the £155,000,000 Class B Secured Fixed/Floating Rate Notes due 2035 issued in August of 2005 by Marston’s Issuer PLC (formerly W&DB Issuer PLC) |
| “Overseas Shareholders” | Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals of, jurisdictions outside the United Kingdom |
| “Preference Shares” | preference shares of £1 each in the capital of the Company |
| “Preference Shareholders” | holders of Preference Shares |
| “Prospectus” | the Prospectus issued by the Company in respect of the Rights Issue, together with any supplements or amendments thereto |
| “Prospectus Rules” | the Prospectus Rules of the FSA |
| “Provisional Allotment Letter” | the provisional allotment letter to be issued to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders) |
| “Qualifying Non-CREST Shareholders” | Qualifying Shareholders holding Ordinary Shares in certificated form |
| “Qualifying Shareholders” | holders of Ordinary Shares on the register of members of the Company at the Record Date (other than the Company in respect of Ordinary Shares held in treasury) |
| “RBS Hoare Govett” | RBS Hoare Govett Limited of 250 Bishopsgate, London EC2M 4AA |
| “Record Date” | the close of business on 1 July 2009, or such other date as is announced by the Company |
| “Regulatory Information Service” or “RIS” | any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements |
| “Resolutions” | the resolutions to be proposed at the Extraordinary General Meeting in connection with the Rights Issue, notice of which is set out in Part XI of the Prospectus |
| “Restricted Territories” | Australia, Canada, Japan and South Africa |
| “Rights” | the Nil Paid Rights and the Fully Paid Rights |
| “Rights Issue” | the proposed offer by way of rights to Qualifying Shareholders to subscribe for New Shares, on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter |
| “Rothschild” or “Sole Financial Adviser” | N M Rothschild & Sons Limited of New Court, St Swithin’s Lane, London EC4P 4DU, United Kingdom |
| “Second Issue Notes” | the £250,000,000 Class A4 Secured Floating Rate Notes due 2031 and the £80,000,000 Class AB1 Secured Floating Rate Notes due 2035 issued in November of 2007 by Marston’s Issuer PLC (formerly W&DB Issuer PLC) |
| “Securitised Debt” | the Original Notes and the Second Issue Notes |
| “Shareholders” | holders of Ordinary Shares and/or Preference Shares, as the context requires |
| “UK” or “United Kingdom” | the United Kingdom of Great Britain and Northern Ireland |
| “UK Listing Authority” or “UKLA” | the FSA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA |
| “uncertificated” or “in uncertificated form” | recorded on the register of members as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| “Underwriters” or “Joint Underwriters” | RBS Hoare Govett and J.P. Morgan Securities |
| “Underwriting Agreement” | the underwriting arrangements further described in the Prospectus |
| “United States” or “US” | the United States of America, its territories and possessions, any state of the United States and the District of Columbia |
| “US Securities Act” | the US Securities Act of 1933, as amended |
Each of RBS Hoare Govett, Rothschild, J.P. Morgan Cazenove and J.P. Morgan Securities is authorised and regulated by the Financial Services Authority in the UK and is acting exclusively for Marston's and no one else in connection with the Rights Issue and is not, and will not be, responsible to anyone other than Marston's for providing the protections afforded to its respective clients or for providing advice in relation to the Rights Issue or any other matter referred to in this announcement.
Apart from the responsibilities and liabilities, if any, which may be imposed on RBS Hoare Govett, J.P. Morgan Securities, Rothschild and J.P. Morgan Cazenove (together with the Underwriters, the Banks) by the FSMA, each of RBS Hoare Govett, Rothschild, J.P. Morgan Cazenove and J.P. Morgan Securities accepts no responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with Marston's, the New Shares, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letters or the Rights Issue, and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. RBS Hoare Govett, Rothschild, J.P. Morgan Cazenove and J.P. Morgan Securities accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.
The Underwriters may, in accordance with applicable legal and regulatory provisions and subject to the Underwriting Agreement, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Except as required by applicable law or regulation, the Underwriters do not propose to make any public disclosure in relation to such transactions.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by Marston's or any of the Banks. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Marston's Group since the date of this announcement or that the information in it is correct as at any subsequent date.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not be registered under the securities laws of such jurisdictions and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within such jurisdictions except pursuant to an exemption from, and in compliance with, any applicable securities laws.
The distribution of this announcement, the Prospectus and/or the Provisional Allotment Letters and/or the transfer or offering of Nil Paid Rights, Fully Paid Rights or New Shares into jurisdictions other than the United Kingdom is or may be restricted by law. Persons into whose possession this announcement or any such document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement and the information contained herein does not contain or constitute an offer for sale or the solicitation of an offer to purchase any securities in the United States. The Nil Paid Rights, the Fully Paid Rights, the New Shares and the Provisional Allotment Letters have not been and will not be registered under the US Securities Act, or any other securities authority of any state in the United States, and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration or pursuant to an exemption from, or in transactions not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Nil Paid Rights, the Fully Paid Rights or the New Shares in the United States.
No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.
Prices and values of, and income from, securities may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
Cautionary note regarding forward-looking statements
This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including, but not limited to, the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "annualised", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, Marston's or the Group concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and dividend policy of the Group and the industries in which it operates.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond The Company's ability to control or predict. Forward-looking statements are not guarantees of future performance. The Group's actual results of operations, financial condition, liquidity, dividend policy and the development of the industries in which it operates may differ materially from the impression created by the forward-looking statements contained in this announcement and/or the information incorporated by reference into this announcement. In addition, even if the results of operations, financial condition, liquidity and dividend policy of the Group, and the development of the industries and markets in which it operates, are consistent with the forward-looking statements contained in this announcement and/or the information incorporated by reference into this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: changes in general economic and business conditions (such as rising unemployment, slower growth in personal income, changes in consumer spending, and other factors which can negatively affect the Group's customers as well as the Group itself); commodity price volatility; industry trends; competition; the availability of debt and other financing on acceptable terms; changes in government and other regulation, including in relation to the environment, health and safety and taxation, labour relations and work stoppages; changes in political and economic stability; changes in business strategy or development plans and other risks, and changes in exchange rates and other factors.
You are advised to read this announcement and, once available, the Prospectus and the information incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Group's future performance and the industries in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.
Other than in accordance with their legal or regulatory obligations (including under the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), neither Marston's nor any of the Banks undertakes any obligation to update or revise publicly any forward-looking statements contained herein, whether as a result of new information, future events or otherwise.