REG.L Regulatory News (REG)

8 Jun 2005 17:26

Regent Inns PLC08 June 2005 Wednesday 8 June 2005 Regent Inns plc Response to statement by Urbium plc The Board of Regent Inns plc ("Regent" or "the Company") notes the announcementmade earlier today by Urbium plc ("Urbium"). Regent confirms that it has written to the board of Urbium setting out the termsof a proposed offer at 820 pence per share. The proposed offer would besatisfied by the issue of new Regent shares to Urbium shareholders, subject toan option to receive a cash alternative representing 30 per cent. of the valueof the offer, equivalent to 246 pence per share. The offer proposal was subjectto certain pre-conditions, including the receipt of information from Urbiumsufficient to enable Regent to perform due diligence customary for an offer ofthis nature. The offer would represent a premium of approximately 29 per cent. over theclosing price of 635 pence per Urbium share on 7 June 2005 and a premium ofapproximately 34 per cent. over the average closing price of 613 pence perUrbium share since the start of May 2005. The Board of Regent believes there is a compelling strategic rationale forcombining the two businesses, which would create a group with three strongmarket leading brands and a portfolio of premium West End and City bars underthe same ownership and give rise to significant synergies through the removal of duplicated costs and purchasing benefits. The Board of Regent regrets that Urbium has rejected the proposed offer as itbelieves that Urbium shareholders would benefit from an immediate uplift invalue together with the prospect of future value enhancement from sharing in thesynergies available to the enlarged group. Furthermore, Urbium shareholderswould have the opportunity, should they so wish, to receive a substantialproportion of the consideration in cash. Regent is considering its position in conjunction with its advisers and willmake a further announcement in due course. Update on Regent trading Since the appointment of the new management team, led by Bob Ivell and JohnLeslie, in October 2004, the Company has made considerable progress in improvingtrading and refining the customer proposition. The Board is pleased to announce that current trading is ahead of the Board'sexpectations and it now anticipates that the outcome for the current financialyear to June 2005 will be at the top end or in excess of the Board's previousexpectations. A more detailed pre-close statement will be made at the end of June 2005. Bob Ivell, Executive Chairman of Regent, said: "Regent has an excellent business with clearly differentiated market leadingbrands which are well equipped to cope with the changing demands of the highstreet. In the future, I believe that scale will be an important factor in beinga winner in the context of a market place which is rapidly consolidating.Urbium's operations would fit well with our brands and a combination wouldbenefit both groups of shareholders." Enquiries: Regent 020 8375 3000Bob Ivell, Executive Chairman Close Brothers 020 7655 3100Richard GraingerChristopher Lewey Panmure Gordon 020 7459 3600Tim Linacre Merlin 020 7653 6620Paul DownesVanessa Maydon This announcement does not represent a firm intention by Regent to make an offerfor the purposes of the City Code on Takeovers and Mergers (the "City Code").There can be no certainty that an offer will ultimately be made or on the valueor other terms at which any offer may be made. In accordance with Rule 2.4 ofthe City Code, Regent reserves the right to make an offer at a value per Urbiumordinary share of less than that indicated above, and/or on different terms tothose indicated above, where the offer is recommended by the Board of Urbium. Inaddition, Regent reserves the right to make any offer, in whole or in part, in adifferent form of consideration to that indicated above. 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. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code, any person who, alone or acting together with any other person(s)pursuant to an agreement or understanding (whether formal or informal) to acquire or control relevant securities of Regent or Urbium owns or controls, or becomes the owner or controller (directly or indirectly) of 1 per cent. or more of any class of securities of Regent or Urbium is required to disclose, by not later than 12.00 noon (London time) on the London business day following the date of the relevant transaction, dealings in such securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the offer becomes or is declared unconditional as to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevant securities of Regent or Urbium by any potential offeror or Regent or Urbium, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial adviser authorised under the Financial Services andMarkets Act 2000, consult the website of The Panel on Takeovers and Mergers (the "Panel") at www.thetakeoverpanel.org.uk or contact the Panel on the telephone number +44 20 7638 0129; fax +44 20 7236 7013. 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 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. This information is provided by RNS The company news service from the London Stock Exchange