Stock Exchange announcements
17-Jun-2011: Possible Offer for The Capital Pub Company PLC
17 June 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Code. Accordingly, shareholders in The Capital Pub Company PLC are advised that there can be no certainty that any formal offer for The Capital Pub Company PLC will be forthcoming, even in the event that the pre-conditions in this announcement are satisfied or waived.
FULLER, SMITH & TURNER P.L.C.
Possible Offer for The Capital Pub Company PLC
Fuller, Smith & Turner P.L.C. ("Fuller's") announces that it recently approached the Board of The Capital Pub Company PLC ("Capital") with an indicative proposal to acquire the entire issued and to be issued share capital of Capital. The Board of Capital has rejected this proposal and has declined to enter into discussions with Fuller's.
On 22 March 2011, Fuller's sent a letter to the Board of Capital regarding a possible all cash offer of 175 pence per Capital share which was rejected. On 26 April 2011, following discussions between respective advisers, and the announcement of Capital's Pre Close Trading Update, Fuller's submitted to the Board of Capital an increased possible all cash offer of 200 pence per Capital share (including any dividend paid thereafter, including the potential dividend of at least 2.1 pence per Capital share referred to in Capital's announcement of 18 April 2011). This proposal was also rejected.
The increased possible offer of 200 pence per Capital share1 values the issued share capital of Capital at £53.9 million and represents:
· A premium of 29 per cent. to yesterday's closing price;
· A premium of 53 per cent. to the share price immediately prior to an approach being made; and
· A premium of 35 per cent. to the average daily closing price over the previous 3 months.
Fuller's is aware of Capital's stated growth strategy which it believes will likely require further equity issuance. Fuller's considers that there are considerable risks associated with the successful execution of this strategy that could dilute the overall quality and attractiveness of Capital's estate and which could have a negative impact on valuation over time.
In contrast, any offer by Fuller's of 200 pence per Capital share1 would provide Capital shareholders with the certainty of a cash exit in the near term at a substantial premium. Fuller's is therefore disappointed that Capital's Board has declined to engage with it so far.
Fuller's would like to work towards a recommended transaction and establish a constructive dialogue with Capital. Fuller's believes that it is in the interests of Capital shareholders for the Board of Capital to engage with Fuller's in order to deliver an attractive cash offer in a timely manner.
The announcement of any formal offer of 200 pence per Capital share1 by Fuller's pursuant to Rule 2.5 of the Code is subject to the following pre-conditions:
· Completion of limited due diligence to Fuller's satisfaction;
· The unanimous and unqualified recommendation by the Board of Capital in respect of Fuller's offer;
· Each member of the Board of Directors of Capital giving irrevocable undertakings to accept any such offer in respect of all of their Capital shares;
· The agreement of the Capital Board to a standard break fee; and
· Finalising the terms of the necessary funding to complete any offer.
Fuller's reserves the right to waive any or all of the pre-conditions described in this announcement in whole or in part.
There can be no guarantee that an offer will be made even if the pre-conditions are satisfied or waived. A further announcement will be made in due course if required.
Fuller's reserves the right to make an offer on less favourable terms than those set out in this announcement either with the agreement and recommendation of the Board of Capital, or if:
· Capital declares, pays or makes any dividend or distribution to Capital shareholders at any time, in which case there will be an equivalent reduction in Fuller's offer price. For the avoidance of doubt, this includes any declaration or payment of the potential dividend of at least 2.1 pence per Capital share referred to in Capital's announcement of 18 April 2011;
· There are more than 1,512,575 options outstanding, in which case there will be a reduction in Fuller's offer price such that there is no change in the total consideration payable by Fuller's pursuant to any offer; or
· The maximum dilutive effect of awards under the New Management Incentive Plan as announced on 17 March 2011 is, in aggregate, greater than 13.0 per cent. of the issued share capital of Capital, in which case there will be a reduction in Fuller's offer price such that there is no change in the total consideration payable by Fuller's pursuant to any offer.
1 Including any dividend paid hereafter, including the potential dividend of at least 2.1 pence per Capital share referred to in Capital's announcement of 18 April 2011.
For enquiries please contact:
Merlin (PR adviser to Fuller's) 0207 726 8400
McQueen Limited 0207 484 8800
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom.
The distribution of this announcement in jurisdictions outside of the United Kingdom may be restricted by law, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
McQueen Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Fuller's and no-one else in connection with the matters described in this announcement, and will not be responsible to anyone other than Fuller's for providing the protections afforded to clients of McQueen Limited nor for providing advice in relation to the matters described in this announcement.
This announcement will be made available on Fuller's website (www.fullers.co.uk) by no later than 12 noon (London time) on Monday 20th June.
Dealing Disclosure RequirementsUnder Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.