Offer Update

 

TIDMWTB TIDMCOH 
 
RNS Number : 3719H 
Whitbread PLC 
18 February 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
  FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT WOULD BE 
                                UNLAWFUL TO DO SO 
 
 
                             Recommended cash offer 
                                      for 
                coffeeheaven international plc ("coffeeheaven") 
                                      by 
                            Costa Limited ("Costa"), 
            a wholly-owned subsidiary of Whitbread PLC ("Whitbread") 
 
 
OFFER DECLARED WHOLLY UNCONDITIONAL 
 
Introduction 
On 15 December 2009, the boards of directors of Costa and coffeeheaven announced 
that they had reached agreement on the terms of a recommended cash offer for the 
entire issued and to be issued share capital of coffeeheaven, to be made by 
Costa, a wholly-owned subsidiary of Whitbread, the UK's largest hotel and 
restaurant group. The full terms of, and conditions to, the Offer and the 
procedure for acceptance were set out in the offer document issued by Costa on 8 
January 2010 (the "Offer Document"). 
Costa announces that all of the conditions to its Offer have been satisfied or 
waived and accordingly the Offer is declared wholly unconditional. 
Commenting on the Offer, John Derkach, Managing Director of Costa said: 
"This is an important milestone for Costa. Not only does this quality 
acquisition offer compelling shareholder, brand and operational benefits, it is 
also an important step forward in achieving our international growth ambitions. 
This gives us a strong position in the important and rapidly growing Central and 
Eastern European market and a new pipeline of stores for the future." 
Level of Acceptances 
As at 1:00 p.m. (London time) on 18 February 2010 (being the Third Closing Date 
of the Offer), Costa had received valid acceptances from coffeeheaven 
Shareholders in respect of 104,487,116 coffeeheaven Shares representing 
approximately 78.28 per cent. of the existing issued share capital of 
coffeeheaven.  These acceptances include acceptances received in respect of 
21,587,591 coffeeheaven Shares (representing approximately 16.17 per cent. of 
the existing issued share capital of coffeeheaven) which were subject to 
irrevocable commitments procured by Costa from all of the coffeeheaven Directors 
and certain other shareholders. 
As at 1:00 p.m. (London time) on 18 February 2010, Costa may count 104,487,116 
coffeeheaven shares (representing approximately 78.28 per cent. of the existing 
issued share capital of coffeeheaven) towards the satisfaction of the acceptance 
condition to the Offer (as set out in paragraph 1(A) of Section A of Part III of 
the Offer Document). 
As announced on 17 February 2010, Costa has procured an irrevocable undertaking 
from Diggle Investments Limited in respect of 4,693,406 coffeeheaven Shares 
representing approximately 3.52 per cent. of the existing issued share capital 
of coffeeheaven. 
Further details of this irrevocable undertaking are as follows: 
+--------------+--------------+--------------+-------------+ 
| Registered   | Beneficial   | Number of    | Percentage  | 
| Holder       | Owner        | Shares       | of existing | 
|              |              |              | issued      | 
|              |              |              | share       | 
|              |              |              | capital     | 
+--------------+--------------+--------------+-------------+ 
| Diggle       | Diggle       | 288,559      | 0.22%       | 
| Investments  | Investments  |              |             | 
| Limited      | Limited      |              |             | 
+--------------+--------------+--------------+-------------+ 
| Pershing     | Diggle       | 4,404,847    | 3.30%       | 
| Securities   | Investments  |              |             | 
| Limited      | Limited      |              |             | 
+--------------+--------------+--------------+-------------+ 
| Total        |              | 4,693,406    | 3.52%       | 
+--------------+--------------+--------------+-------------+ 
Under the terms of this irrevocable undertaking, now that the Offer has been 
declared wholly unconditional, Diggle Investments Limited has undertaken to 
accept the Offer within the next three business days.  Including this 
undertaking, Costa has received acceptances or irrevocable undertakings in 
respect of 109,180,522 coffeeheaven Shares representing approximately 81.79 per 
cent. of the existing issued share capital of coffeeheaven. 
Acceptance condition waived and Offer wholly unconditional 
Costa announces that it has reduced the number of acceptances required under the 
acceptance condition of the Offer (as set out in paragraph 1(A) of Section A of 
Part III of the Offer Document) to 75 per cent. plus one coffeeheaven Share. 
Accordingly, Costa announces that the Offer is declared unconditional as to 
acceptances. 
All of the other conditions of the Offer have now been satisfied or waived and, 
accordingly, the Offer is declared wholly unconditional. 
The Offer will remain open until further notice. Prior to Costa closing the 
Offer, at least 14 days' notice will be given to those coffeeheaven Shareholders 
who have not accepted the Offer by then. coffeeheaven Shareholders who have not 
yet accepted the Offer are encouraged to do so without delay. 
Cancellation of trading, re-registration and compulsory acquisition 
As set out on page 14 of the Offer Document and following the receipt of 
sufficient acceptances, Costa intends to procure coffeeheaven to apply to the 
London Stock Exchange for the cancellation of admission to, and trading of 
coffeeheaven Shares on, AIM and to notify (as defined in the AIM Rules) such 
intended cancellation. Cancellation of admission to trading on AIM of the 
coffeeheaven Shares would significantly reduce the liquidity and marketability 
of any coffeeheaven Shares not yet assented to the Offer and the value of any 
such coffeeheaven Shares may be affected as a consequence. 
It is also Costa's intention, after the cancellation of the AIM admission 
referred to above becoming effective, to re-register coffeeheaven as a private 
company under the relevant provisions of the 2006 Act. 
In addition, Costa intends, following receipt of acceptances of the Offer in 
respect of, and/or otherwise acquisition of, 90 per cent or more of the 
coffeeheaven Shares to which the Offer relates, to acquire compulsorily any 
outstanding coffeeheaven Shares in accordance with the relevant provisions of 
the 2006 Act. 
Settlement 
The consideration to which any coffeeheaven Shareholder is entitled under the 
Offer will be settled (i) in the case of valid acceptances received on or before 
1:00 p.m. (London time) on the date of this announcement, on or before 4 March 
2010; and (ii) in the case of valid acceptances received after the date of this 
announcement but while the Offer remains open for acceptance, within 14 days of 
such receipt, in either case in the manner described in the Offer Document. 
Further acceptances 
coffeeheaven Shareholders holding coffeeheaven Shares in certificated form (that 
is, not in CREST) who have not yet accepted the Offer but wish to do so are 
urged to complete, sign and return the Form of Acceptance (together with your 
share certificate(s) and any other documents of title) as soon as possible to 
Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent BR3 4TU. Additional Forms of Acceptance are available from 
Capita Registrars by telephoning 0871 664 0321 from within the UK or on + 44 20 
8639 3399 if calling from outside the UK. 
coffeeheaven Shareholders holding coffeeheaven Shares in uncertificated form 
(that is, in CREST), who have not yet accepted the Offer but wish to do so are 
urged to follow the procedure for Electronic Acceptance through CREST so that 
the TTE instruction settles as soon as possible. If you are a CREST sponsored 
member, you should refer to your CREST sponsor before taking any action as only 
your CREST sponsor will be able to send the necessary TTE instructions to 
Euroclear UK in relation to your coffeeheaven Shares. 
Copies of the Offer Document and the Form of Acceptance are available for 
inspection during normal business hours on any weekday (Saturdays, Sundays and 
public holidays excepted) at the offices of Macfarlanes LLP at 20 Cursitor 
Street, London, EC4A 1LT, while the Offer remains open for acceptance. 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be available free of charge, subject to certain restrictions relating to persons 
resident in Restricted Jurisdictions (as defined herein), for inspection on the 
following websites by no later than 12 noon on 19 February 2010: 
www.whitbread.co.uk 
 
Capitalised terms used but not defined in this announcement have the same 
meaning as given to them in the Offer Document. 
 
Enquiries 
Whitbread and Costa - 01582 844854 
Laura Pearson, Corporate Communications Manager, Whitbread 
John Derkach, Managing Director, Costa 
Deutsche Bank (financial adviser to Whitbread and Costa and corporate broker to 
Whitbread) - 
020 7545 8000 
James Arculus 
James Cass 
 Martin Pengelley (corporate broking) 
Tulchan (public relations adviser to Whitbread) - 020 7353 4200 
David Allchurch 
Deutsche Bank AG is authorised under German Banking Law (competent authority: 
BaFin - Federal Financial Supervisory Authority) and authorised and subject to 
limited regulation by the FSA. Details about the extent of Deutsche Bank AG's 
authorisation and regulation by the FSA are available on request. Deutsche Bank 
AG, London Branch is acting as financial adviser to Whitbread and Costa and no 
one else in connection with the contents of this announcement and will not be 
responsible to anyone other than Whitbread and Costa for providing the 
protections afforded to the clients of Deutsche Bank AG, London Branch nor for 
providing advice in relation to any matter referred to herein. 
This announcement is not intended to and does not constitute or form any part of 
an offer to sell or an invitation to purchase or the solicitation of an offer to 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely 
through the Offer Document and, in the case of certificated coffeeheaven Shares, 
the Form of Acceptance, which will together contain the full terms and 
conditions of the Offer, including details of how to accept the Offer. Any 
acceptance or other response to the Offer should be made only on the basis of 
the information contained in the Offer Document and, in the case of certificated 
coffeeheaven Shares, the Form of Acceptance. 
Overseas Shareholders 
The distribution of this announcement in jurisdictions other than the United 
Kingdom or the United States may be restricted by the laws of those 
jurisdictions and therefore persons into whose possession this announcement 
comes should inform themselves about, and observe any such restrictions. Failure 
to comply with any such restrictions may constitute a violation of the 
securities laws of any such jurisdiction. 
Unless otherwise determined by Costa, the Offer is not being, and will not be, 
made, directly or indirectly, in or into or by the use of the mails of, or by 
any other means or instrumentality (including, without limitation, electronic 
mail, facsimile transmission, telex, telephone, internet or other forms of 
electronic communication) of interstate or foreign commerce of, or any facility 
of a national securities exchange of Canada, Australia or Japan or any 
jurisdiction in relation to which the extension or acceptance of the Offer to 
such jurisdiction would violate the laws of such jurisdiction, or where local 
laws or regulation may result in a significant risk of civil, regulatory or 
criminal exposure if information on the Offer is sent or made available to 
coffeeheaven Shareholders in that jurisdiction (each a "Restricted 
Jurisdiction") and is not and will not be capable of acceptance by any such use, 
means or facility or from within any such Restricted Jurisdiction. Accordingly, 
unless otherwise determined by Costa, copies of this announcement and any other 
documentation relating to the Offer are not being, and must not be, directly or 
indirectly, mailed or otherwise forwarded, distributed or sent in or into or 
from any Restricted Jurisdiction and persons receiving such documents (including 
custodians, nominees and trustees) must not mail or otherwise forward, 
distribute or send any such documents in or into or from any such Restricted 
Jurisdiction, as doing so may invalidate any purported acceptance of the Offer. 
Any person (including, without limitation, custodians, nominees and trustees) 
who would, or otherwise intends to, or who may have a contractual or legal 
obligation to, forward this announcement and/or any other related document to 
any jurisdiction outside the United Kingdom or the United States should inform 
themselves of, and observe, any applicable legal or regulatory requirements of 
any relevant jurisdiction. Neither the SEC nor any US state securities 
commission has approved or disapproved the Offer or passed upon the adequacy or 
completeness of this announcement or any other documentation relating to the 
Offer (including, without limitation, the Offer Document or the Form of 
Acceptance). Any representation to the contrary is a criminal offence. 
It is the responsibility of each coffeeheaven Shareholder (or nominee of, or 
custodian or trustee for coffeeheaven Shareholder) who is resident in or is a 
national or citizen of jurisdictions outside of the United Kingdom and the 
United States (each an "Overseas Shareholder") to inform himself, herself or 
itself about and observe any applicable legal requirements. No Overseas 
Shareholder receiving a copy of this announcement and/or any other documentation 
relating to the Offer in a Restricted Jurisdiction may treat the same as 
constituting an invitation or offer to him and in such circumstances, this 
announcement and/or any other documentation relating to the Offer are sent for 
information only. It is the responsibility of any Overseas Shareholder receiving 
a copy of this announcement and/or any other documentation relating to the Offer 
in any jurisdiction outside the United Kingdom and the United States who wishes 
to accept the Offer to satisfy himself as to the full observance of the laws and 
regulatory requirements of that jurisdiction in connection with the Offer, 
including obtaining any governmental, exchange control or other consents which 
may be required, and compliance with any other necessary formalities which need 
to be observed and the payment of any transfer or other taxes or duties that may 
be or become due under the laws of such jurisdiction. Any such Overseas 
Shareholder will be responsible for any such transfer or other taxes or duties 
by whomsoever payable and Costa and Whitbread (and any person acting on behalf 
of Costa or Whitbread) shall be fully indemnified and held harmless by such 
Overseas Shareholder for any such transfer or other taxes or duties or other 
requisite payments as Costa or Whitbread (and any person acting on behalf of 
Costa or Whitbread) may be required to pay. 
This announcement has been prepared for the purpose of complying with English 
law and the City Code 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 of jurisdictions outside England, including those of 
the United States. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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