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Share Name | Share Symbol | Market | Type |
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RemeGen Co Ltd | TG:REG | Tradegate | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 1.69 | 1.59 | 1.78 | 0.00 | 09:08:17 |
RNS Number:6900R Regent Inns PLC 04 November 2003 Embargoed for 7.00am Wednesday 5th November 2003 PRESS RELEASE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN. Regent Inns plc Firm Placing of 5,930,126 New Ordinary Shares and Placing and Open Offer of 15,756,621 New Ordinary Shares both at 83 pence per share Raising #18.0 million (before expenses) Regent Inns plc ("Regent" or the "Company"), the operator of late-night, entertainment-led bars, today announces that it is effecting a fundraising in the form of a Firm Placing and a Placing and Open Offer of new ordinary shares to raise #18.0 million (before expenses) in order to facilitate a reduction of the Company's borrowings and investment in future growth. The fundraising is being managed and underwritten by Panmure. Highlights: * Fundraising to raise #18.0 million (before expenses) through the Firm Placing and Placing and Open Offer. * Net proceeds initially to be used to reduce Regent's bank debt. * Thereafter, net proceeds to be used for: - the acquisition of existing late-night licensed premises for conversion into the Company's core brands, 'Walkabout' and 'Jongleurs'; - the redevelopment of Regent's retained unbranded pubs into the Company's brands; - the acquisition and development of sites within the Company's existing property pipe-line into the company's brands; and - the further development and future roll-out of 'The Stone House' brand. * The fundraising will place Regent in a better position overall to deliver growth through acquisition and redevelopment opportunities. Commenting on the fundraising, Peter Savage, Chairman of Regent, said: "In the past, Regent has grown its brands primarily by acquiring and developing previously unlicensed High Street sites. The fundraising provides Regent with the additional financial flexibility to take advantage of opportunities to acquire individual or small groups of licensed sites in future, as and when they arise. It will also enable the management team to continue to deliver growth by exploiting the potential of its Walkabout, Jongleurs and The Stone House branded operations, whilst at the same time achieving a modestly improved level of gearing." Stephen Haupt, Chief Executive of Regent, commented: "We are delighted by the support that Regent has received for its strategy from both existing and new shareholders and look forward to the future with confidence." Firm Placing and Placing and Open Offer by Panmure to raise #18.0 million (before expenses) Introduction Regent today announces that it proposes to raise #18.0 million (before expenses) by the issue of 21,686,747 New Ordinary Shares at 83 pence each through a Firm Placing and a Placing and Open Offer. Qualifying Shareholders have the right to subscribe for Open Offer Shares in accordance with the terms of the Open Offer. The Firm Placing and the Placing and Open Offer are being underwritten by Panmure (save in respect of the Committed Shares) Information on Regent Regent is now recognised as a leading operator of branded large late-night entertainment-led venues with two of the most successful and clearly differentiated brands on the High Street, 'Walkabout' and 'Jongleurs' The Company was founded in 1977 and admitted to the Official List of the London Stock Exchange in April 1993. The Company has grown substantially since that time and began a major transformation process in 1999. Initially, this focused on simplifying its corporate structure and changing its Board of Directors. From 2000 onwards, it has increasingly focused on transforming itself away from being an operator of largely unrelated pub concepts by disposing of substantially all of its unbranded pub estate for #34.7 million, whilst in the same period investing #113.5 million into its brands. This investment has enabled the roll-out of 26 'Walkabout' venues to the current total of 46, the acquisition in August 2000 of the 'Jongleurs' comedy club UK licence, and the subsequent roll-out of a further 8 'Jongleurs' to the current 16 venues. The senior management team which has effected this transformation includes several new executives who have joined the Company since 2000 and added to the core brand management skills already available within the Company. The wider skills introduced by this team have been demonstrated by the clear progress and improvements achieved in site acquisitions, operational controls and in the development and profitable growth of the Company's brands. This team, working under our Chief Executive, Stephen Haupt, who joined the Company in February 2000, can be viewed as one of the strongest in the sector. In its Report and Accounts for the financial year ended 5 July 2003, Regent reported a strong financial performance from both of its branded operations. Key financial highlights for 'Walkabout' and 'Jongleurs' included returns on capital employed of 28.5 per cent. and 25.3 per cent. from average gross weekly sales of #43,400 and #44,300 respectively. Annualised sales growth for the past three years has been 34 per cent. for 'Walkabout' and 17 per cent. for 'Jongleurs'. Reasons for the fundraising The Board believes that profitable growth is achievable through the continued, but measured, roll-out of its existing brands along with the development of 'The Stone House', Regent's latest pilot branded offering. In the past, Regent has grown its brands primarily by acquiring and developing previously unlicensed High Street sites. The forthcoming Licensing Act 2003 will bring considerable risk and uncertainty to this process, particularly in the case of late-night licences, as its application is unclear, the authorisation process will be dispersed to individual local authorities and there will be no national licensing policy. This has led the Board to believe that Regent will have to substantially change its focus towards acquiring sites with existing late-night licences in order to continue the Company's brand growth, and thereby avoid the need to rely on the uncertain application of the new Licensing Act 2003. The Board believes that this change of approach to site acquisition is both pragmatic and achievable as it is of the view that the High Street marketplace is beginning to undergo a period of significant change, with the availability of existing, good quality, High Street licensed properties set to increase. Opportunities are most likely to arise out of estates being managed in administration, companies experiencing severe financial constraints and those with brands which are no longer able to compete effectively on the High Street. The Board expects that these opportunities will arise in respect of individual or small groups of sites which would not individually justify separate fundraisings. The Proposals will place Regent in a better position to deliver growth by providing it with the financial flexibility to take advantage of these opportunities as and when they arise, particularly since the acquisition of licensed trading sites will require upfront cash payments as a premium for the lease in contrast to the acquisition of unlicensed sites and the fact that the timing of such opportunities will therefore be more difficult to predict. The Proposals may allow Regent to accelerate modestly its short-term roll-out programme if appropriate opportunities are identified, whilst at the same time achieving an improved level of gearing and an increased margin of comfort on the available financial headroom within its existing banking facilities. Consideration has been given to the most appropriate method of conducting the fundraising. The Board wishes to limit the time, expense and price discount of the fundraising and to broaden the institutional shareholder base of the Company, whilst at the same time, allowing existing Shareholders to participate. It has decided that the most suitable means of achieving this objective to conduct a Firm Placing and a Placing and Open Offer. Use of proceeds The net proceeds from the Firm Placing and the Placing and Open Offer will initially all be used to reduce Regent's bank debt. Thereafter, the net proceeds will be used for the purposes set out below: * acquisitions of existing late-night licensed premises for conversion into the Company's brands; * redevelopment of Regent's retained unbranded pubs into the Company's brands; * acquisition and development of sites within the Company's existing property pipe-line into the Company's brands; and * further development and future roll out of 'The Stone House' brand. The Board anticipates that this will enable the management team to exploit the continuing growth potential of the Company's brands. Current trading and prospects For the 15 weeks to 18 October 2003, like for like sales for 'Walkabout' and ' Jongleurs' were down 6.4 per cent., with year on year sales growth from continuing operations up 15.1 per cent. Despite the ongoing testing market conditions, this has been achieved without diluting the Company's strong operating margins. The Company's trading performance in the current financial year will, in the Board's view, also benefit from, in the case of 'Walkabout', an exciting and full international sporting calendar as well as from the advance Christmas bookings for 'Jongleurs' which are currently ahead of last year's levels. At the year-end, 23 unbranded pubs were being marketed for sale and the Board is pleased to report considerable progress. Two pubs have been sold, conditional contracts have been exchanged on a further seven pubs and a further seven are under offer. The Board, therefore, remains confident of the current year's prospects and in the Company's ability to continue its profitable development in future years. Principal terms of the Firm Placing and the Placing and Open Offer The Company is proposing to raise #18.0 million (before expenses) pursuant to the Firm Placing and the Placing and Open Offer of 21,686,747 New Ordinary Shares in aggregate. The Firm Placing and the Placing and Open Offer are fully underwritten by Panmure, save in respect of the Committed Shares. Subject to the fulfilment of certain conditions, Panmure, as agent for the Company, has agreed to use reasonable endeavours to place firm with institutional investors 5,930,126 New Ordinary Shares (being the Firm Placed Shares representing 5.3 per cent. of the Company's enlarged issued share capital following implementation of the Proposals) or, to the extent that it fails to do so, itself subscribe for such Firm Placed Shares. Panmure, as agent for the Company, has also agreed to use reasonable endeavours to place conditionally a further 15,714,809 New Ordinary Shares (being the Open Offer Shares excluding the Committed Shares) subject to the rights of Qualifying Shareholders to apply for such shares under the Open Offer. Qualifying Shareholders may subscribe for Open Offer Shares at the Placing Price on the basis of: 1 Open Offer Share for every 6 existing Ordinary Shares held or deemed to be held at the close of business on the Record Date at a price of 83 pence per share and so in proportion for any greater or lesser number of Ordinary Shares then held or deemed to be held. Fractions of New Ordinary Shares that would otherwise arise will not be allotted but will be aggregated and taken up by Placees under the Placing for the benefit of the Company. The Open Offer Shares must be paid for in full on application. All Directors have irrevocably undertaken to subscribe for their full entitlements under the Open Offer. These Committed Shares have not, therefore, been placed by Panmure and their subscription is not underwritten by Panmure. To the extent that the remaining Open Offer Shares are not taken up under the Open Offer, they will fall to be allotted to Placees or Panmure under the Placing. Applications by Qualifying Shareholders will be satisfied in full up to their pro rata basic entitlement. Individual entitlements will be rounded down to the nearest whole number of New Ordinary Shares. The Firm Placing and the Placing and Open Offer are conditional, inter alia, upon the passing of the Resolution, upon the Placing Agreement becoming unconditional in all respects (and not being terminated in accordance with its terms) and upon Admission. Further details of the Firm Placing and the Placing and Open Offer and the terms and conditions on which they are being made, including the procedure for acceptance and payment under the Open Offer, are set out in a document which will be posted to Shareholders today (the "Circular"). Expressions defined in this press release bear the same meaning as in the Circular. Expected timetable of Principal Events: 2003 Record date close of business on 31 October Latest time and date for splitting of Application Forms 3.00 p.m. on 24 November (to satisfy bona fide market claims) Latest time and date for receipt of Forms of Proxy 10.00 a.m. on 26 November Latest time and date for receipt of Application Forms and payment in 3.00 p.m. on 26 November full under the Open Offer Time and date of Extraordinary General Meeting 10.00 a.m. on 28 November Admission and first day of dealings in New Ordinary Shares 3 December CREST members' accounts credited 3 December Definitive share certificates for New Ordinary Shares despatched (where 9 December applicable) - Ends - Enquiries: Regent Inns plc 020 8375 3000 Stephen Haupt, Chief Executive Simon Rowe, Finance Director Panmure 020 7020 4000 Hugh Morgan Merlin Financial 020 7606 1244 Paul Downes 07900 244 888 Vanessa Maydon 07802 961 902 Kirsty Black 07961 433 041 Panmure, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as sponsor and stockbroker for Regent Inns plc in relation to the transactions referred to in this announcement. Panmure is not acting for, and will not be responsible to, any person other than Regent Inns plc for providing the protections afforded to customers of Panmure or for advising any other person in relation to any matter referred to in this announcement. This announcement has been approved by Panmure solely for the purposes of section 21 of the Financial Services and Markets Act 2000. The distribution of this press announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this press announcement comes should inform themselves about and observe any such restrictions. Any such distribution could result in a violation of the law of such jurisdictions. Neither this press announcement nor any copy of it may be taken or transmitted or distributed (directly or indirectly) in or into the United States of America, Canada, the Republic of Ireland, the Republic of South Africa, Australia or Japan or their respective territories or possessions. The New Ordinary Shares have not been nor will they be registered under the United States Securities Act of 1933, as amended or under the securities laws of any state of the United States, any province or territory of Canada, the Republic of Ireland, the Republic of South Africa, Australia or Japan or their respective territories or possessions. The New Ordinary Shares will not, subject to certain exceptions, be offered, sold, renounced, taken up or delivered or transferred (directly or indirectly) in or into the United States of America, Canada, the Republic of Ireland, the Republic of South Africa, Australia or Japan or their respective territories or possessions. This press announcement does not constitute, or form part of the Firm Placing and the Placing and Open Offer or any invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall this press announcement or any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with or act as any inducement to enter into any contract or commitment whatsoever with respect to the Firm Placing and the Placing and Open Offer or otherwise. If you require advice in relation to this press announcement you should contact your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000. This information is provided by RNS The company news service from the London Stock Exchange END IOEBIBJTMMAMTRJ
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