REG.L Regulatory News (REG)

18 Jul 2005 12:44

Regent Inns PLC18 July 2005 18 July 2005 Regent Inns plc ("Regent Inns" or "the Company") Termination of discussions with Urbium plc ("Urbium") The board of Regent Inns has given further consideration to the rejection byUrbium of its proposed offer of 438.75 pence in cash and the issue of 6.8312 newRegent shares for every Urbium share ("the Final* Offer). The Board of Urbiumhas made it clear that this rejection was based, inter alia, on the level of theFinal* Offer and the nature of the consideration. Regent Inns, having made a Final* Offer, has no wish to continue in acompetitive process while this remains the view of the Urbium board andaccordingly announces that it no longer intends to make an offer for Urbium. The board of Regent Inns believes that the Final* Offer represented a full andfair price for Urbium. Based on the mid-market closing price of a Regent shareon 15 July 2005 of 79 pence, the Final* Offer valued each Urbium share atapproximately 978 pence compared with an Urbium share price of 573.5 pence asrecently as 12 May 2005, only 27 days prior to the start of the offer period,and 635 pence on 7 June 2005, the day prior to the start of the offer period. Regent Inns improved its proposal on a number of occasions, culminating in theFinal* Offer, during a period in which Urbium issued a disappointing tradingstatement. Regent Inns regrets today's decision as a lost opportunity for both groups ofshareholders. At no stage did the board of Urbium seek to negotiate with RegentInns on the conditionality or price of its proposals or enter into constructivediscussions and made, in the view of Regent Inns, an unnecessarily hostilepublic rejection of the initial approach. Under Rule 2.8 of the City Code on Takeovers and Mergers ("the City Code"), thisdecision will prevent Regent Inns for a period of six months from today from,inter alia, announcing an offer or possible offer for Urbium. Regent Innsnevertheless reserves the right under Rule 2.8 of the City Code to make an offerfor Urbium and/or to take actions otherwise precluded under Rule 2.8 with theagreement or recommendation of the board of Urbium or in the event of theannouncement of an offer by a third party for Urbium or where there is anannouncement of a "whitewash" proposal or a reverse takeover by Urbium. Regent Inns has previously and continues to reserve the right, where relevant,to increase the Final* Offer if a Rule 2.5 announcement in relation to Urbium ismade by a third party. Regent Inns also reserves the right, in accordance withRule 2.4 of the City Code, to reduce the share element of the Final* Offer forUrbium and/or to reduce the cash element of the Final* Offer, in either casewhere the offer is recommended by the board of Urbium. Bob Ivell, executive chairman of Regent Inns, said: "I regret the decision by the Urbium board not to co-operate with Regent Inns'proposal, which I believe would have increased value for both groups ofshareholders. However, we are not prepared to overpay. I remain of the view that there is a need for consolidation among High Streetoperators in order to gain the critical mass necessary to succeed in acompetitive and regulated environment. There are a number of other opportunitiesavailable and we will continue to evaluate those which we believe have thepotential to generate shareholder value." Regent Inns 020 8375 3000Bob Ivell, Executive Chairman Close Brothers 020 7655 3100Richard Grainger / Christopher Lewey Panmure Gordon 020 7459 3600Tim Linacre Merlin 020 7653 6620Vanessa Maydon / Rebecca Penney The directors of Regent accept responsibility for the information contained inthis announcement. To the best of the knowledge and belief of the directors ofRegent (who have taken all reasonable care to ensure that such is the case), theinformation contained in this announcement is in accordance with the facts anddoes not omit anything likely to affect the import of such information.Close Brothers Corporate Finance Limited ("Close Brothers"), which is regulatedin the United Kingdom by The Financial Services Authority, is acting for Regentand no-one else in connection with the matters referred to in this announcementand will not be responsible to anyone other than Regent for providing theprotections afforded to customers of Close Brothers or for providing advice inrelation to the matters set out in this announcement or any transaction orarrangement referred to herein. Panmure Gordon & Co, which is regulated in the United Kingdom by The FinancialServices Authority, is acting for Regent and for no-one else in connection withthe matters referred to in this announcement and will not be responsible toanyone other than Regent for providing the protections afforded to customers ofPanmure Gordon & Co or for providing advice in connection with the matters setout in this announcement or any transaction or arrangement referred to herein. * Regent Inns has previously and continues to reserve the right, where relevant,to increase the Final* Offer if a Rule 2.5 announcement in relation to Urbium ismade by a third party. Regent Inns also reserves the right, in accordance withRule 2.4 of the City Code, to reduce the share element of the Final* Offer forUrbium and/or to reduce the cash element of the Final* Offer, in either casewhere the offer is recommended by the board of Urbium. This information is provided by RNS The company news service from the London Stock Exchange