Whitbread PLC Tender Offer (3375G)

TIDMWTB

RNS Number : 3375G

Whitbread PLC

23 July 2019

Tender Offer

23 July 2019

Whitbread PLC announces that its Tender Offer is unconditional

Whitbread PLC ("Whitbread" or the "Company") today announces that the Tender Offer the results of which were announced on Monday 22 July 2019 is now unconditional.

As set out in the Circular, Morgan Stanley will purchase Ordinary Shares that have been successfully tendered by Qualifying Shareholders under the Tender Offer.

Under the Option Agreement, the Company has granted a put option to Morgan Stanley which, on exercise by Morgan Stanley, obliges the Company to purchase from Morgan Stanley, at the Strike Price, the Ordinary Shares purchased by Morgan Stanley pursuant to the Tender Offer. Also, under the Option Agreement, Morgan Stanley has granted the Company a call option which, on exercise by the Company, obliges Morgan Stanley to sell to the Company, at the Strike Price, the Ordinary Shares purchased by Morgan Stanley pursuant to the Tender Offer.

For more information please contact:

Investor queries

Matt Johnson, Whitbread PLC | [e-mail] | [phone]

Ann Hyams, Whitbread PLC | [e-mail]| [phone]

Amit Mistry, Whitbread PLC | [e-mail]| [phone]

Media queries

Matt Johnson, Whitbread PLC | [e-mail] | [phone]

David Allchurch / Jessica Reid, Tulchan Communications | [phone]

Advisers

Joint financial advisers & corporate brokers | Morgan Stanley, J.P. Morgan Cazenove

Legal adviser | Slaughter and May

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA OR NEW ZEALAND.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

IMPORTANT NOTICE

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Ordinary Shares or other securities.

The full terms and conditions of the Tender Offer are set out in the Circular.

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser and corporate broker exclusively for Whitbread and for no-one else in connection with the Return of Value and will not be responsible to any person other than Whitbread for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the matters described in this announcement.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser and corporate broker exclusively for Whitbread and for no-one else in connection with the Return of Value and will not be responsible to any person other than Whitbread for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the matters described in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on J.P. Morgan Cazenove and Morgan Stanley (the "Financial Advisers") under FSMA or the regulatory regime established thereunder: (i) none of the Financial Advisers or any persons associated or affiliated with either of them accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, Whitbread or the Directors, in connection with Whitbread and/or the Tender Offer; and (ii) each of the Financial Advisers accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement.

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise:

 
 Board or Directors                     the board of directors of Whitbread; 
 Company or Whitbread                   Whitbread PLC, a public limited 
                                         company incorporated in England 
                                         and Wales with registered number 
                                         04120344, whose registered office 
                                         is at Whitbread Court, Houghton 
                                         Hall Business Park, Porz Avenue, 
                                         Dunstable, Bedfordshire LU5 5XE; 
 Disclosure Guidance and Transparency   the disclosure guidance and transparency 
  Rules                                  rules made under Part VI of FSMA 
                                         (and contained in the FCA's publication 
                                         of the same name), as amended from 
                                         time to time; 
 FCA or Financial Conduct Authority     the Financial Conduct Authority 
                                         of the United Kingdom; 
 Financial Advisers                     J.P. Morgan Cazenove and Morgan 
                                         Stanley together; 
 FSMA                                   Financial Services and Markets 
                                         Act 2000, as amended from time 
                                         to time; 
 Issued Ordinary Share Capital          the Company's issued ordinary share 
                                         capital, excluding any treasury 
                                         shares and excluding, for the avoidance 
                                         of doubt, the B Shares (as defined 
                                         in the articles of association 
                                         of the Company) and C Shares (as 
                                         defined in the articles of association 
                                         of the Company); 
 J.P. Morgan Cazenove                   J.P. Morgan Securities plc (which 
                                         conducts its UK investment banking 
                                         activities as J.P. Morgan Cazenove); 
 Morgan Stanley                         Morgan Stanley & Co. International 
                                         plc; 
 Option Agreement                       an option agreement between the 
                                         Company and Morgan Stanley dated 
                                         31 May 2019; 
 Ordinary Shares                        ordinary shares with a nominal 
                                         value of 76 122/153 pence each 
                                         in the capital of Whitbread (or, 
                                         where the context requires, with 
                                         such other nominal value as an 
                                         ordinary share in the Company may 
                                         have following any Share Consolidation); 
 Shareholders                           holders of Ordinary Shares from 
                                         time to time; and 
 UK or United Kingdom                   the United Kingdom of Great Britain 
                                         and Northern Ireland; 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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July 23, 2019 02:00 ET (06:00 GMT)