TIDMZZZZ TIDMIRC TIDMTTM
RNS Number : 3172F
W2D2 Limited
21 April 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 April 2011
Cash Offer
by
W2D2 Limited
(a company formed at the direction of Malcolm Walker, Tarsem
Dhaliwal, Steven Walker and Paul Dawes)
for
Individual Restaurant Company plc
Summary
n The board of W2D2 Limited ("W2D2 Limited") announces a cash
offer, to be made by W2D2 Limited for the entire issued and to be
issued share capital of Individual Restaurant Company plc ("IRC" or
"the Company"), in which W2D2 Limited is not already
interested.
n The Offer will comprise 9.5 pence in cash for each IRC Share
(the "Offer Price"), valuing the entire existing fully diluted
issued ordinary share capital of IRC at approximately GBP5.67
million.
n W2D2 Limited is a newly incorporated company formed at the
direction of Malcolm Walker, Tarsem Dhaliwal, Steven Walker and
Paul Dawes, (the "Consortium"), for the purpose of implementing the
Offer.
n As at the date of this announcement the Consortium is
interested in approximately 31.99 million IRC Shares, representing
approximately 53.63 per cent. of IRC's issued share capital, and is
effectively in control of the Company.
n W2D2 Limited has agreed that those shareholders who do not
wish to avail themselves of the cash offer but retain their
shareholding in IRC can do so and will have certain protections as
to anti-dilution, dividends and exit rights. This is provided that
the 75 per cent. acceptance condition of the Offer is satisfied and
that not more than 90 per cent. of shares to which the Offer
relates have accepted the Offer (equating to 95.36 per cent. of the
Company) in which case W2D2 Limited intends to exercise its rights
to compulsorily acquire the remaining IRC Shares.
n Accordingly, given the circumstances above, whilst the
Independent IRC Directors believe the cash offer itself is not
recommendable given the level of the premium, the Independent IRC
Directors believe it is appropriate for shareholders to be given
the opportunity to consider the Offer being put to them by W2D2
Limited and to be able to either exit at a premium to the current
share price or retain their holding as a minority investor with
certain important protections.
n Shareholders should also note that W2D2 intends to exercise
its rights to compulsorily acquire the outstanding IRC Shares if
the Offer becomes or is declared unconditional in all respects and
if sufficient acceptances totalling 90 per cent. of the shares to
which the Offer relates are received (which equates to 95.36 per
cent. of the Company).
n The acquisition of IRC represents an opportunity for W2D2
Limited to take further control of a business which the Consortium,
in agreement with the Independent Directors, regards as no longer
suited to being listed.
n The Offer Price represents a premium of approximately 11.8 per
cent. to the Closing Price of 8.5 pence per IRC Share on 20 April
2011, being the latest practicable Business Day prior to the date
of this announcement.
n The Offer Price has been determined on the basis that no
dividend in respect of the ordinary share capital of IRC will be
paid by IRC in respect of the financial year ended 31 December
2010.
n The Consortium believes that the Company's business requires
additional capital in order to re-commence its long term growth
plans. The current bank facility does not have sufficient headroom
to allow additional capital expenditure. In seeking to acquire the
entire share capital of IRC and de-list the Company, W2D2 Limited
would be better able to ensure that it has the best opportunity of
helping IRC to return to growth.
n The board of W2D2 Limited is under no obligation to make the
offer, but is giving shareholders the opportunity to exit their
shareholding as W2D2 Limited takes control of IRC.
n W2D2 Limited has agreed to provide certain protections in
respect of anti-dilution, rights to dividends and exit rights to
shareholders of IRC in the event that they do not accept the
Offer.
n Commenting on the Offer, Malcolm Walker, W2D2 Limited's
Chairman said:
"IRC is a business which Tarsem Dhaliwal, Steven Walker, Paul
Dawes and I have been involved with over many years. We feel that
the best option for the business is to take the Company private in
order to help take IRC back to growth.
"Tarsem Dhaliwal, Steven Walker, Paul Dawes and I all believe
that we as individuals and as a team are well placed to give the
business the best chance of positive growth in the future."
Commenting on the Offer, Robert Breare, IRC's Chairman said:
"Whilst we are unable to give a firm recommendation on the
Offer, we believe that IRC Shareholders should be given the
opportunity to consider the Offer in light of their own
circumstances as the cash offer represents a premium to the market
price and, given the controlling stake already held by the
Consortium, such a liquidity event might not be available in the
future on similar terms. In addition, the Independent IRC Directors
have secured an agreement from W2D2 Limited that shareholders who
retain their investment will be afforded certain important
protections. "
This summary should be read in conjunction with, and is subject
to the full text of the following announcement (including the
Appendices).
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to the terms and
conditions to be set out in the Offer Documentation when issued.
Appendix II contains the bases and sources of certain information
used in this summary and the following announcement. Appendix III
contains definitions of certain terms used in this summary and the
following announcement.
Please carefully read the Offer Documentation in its entirety
before making a decision with respect to the Offer.
Enquiries:
W2D2 Limited Tel: 07831 521 870
Keith Hann
_______________________________________________________________
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell or the solicitation of an offer to subscribe for
or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. W2D2 Limited will prepare the
Offer Documentation to be distributed to IRC Shareholders and, for
information only, to persons with information rights. The Offer
will be made solely by the Offer Documentation which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Please carefully read the Offer
Documentation in its entirety before making a decision with respect
to the Offer.
Rothschild, which is authorised and regulated by the Financial
Services Authority, is acting exclusively as financial adviser to
W2D2 Limited and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than W2D2 Limited for providing the protections
afforded to clients of Rothschild or for providing advice in
relation to this matter, the content of this announcement or any
matter referred to herein. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild in connection with this
announcement, any statement contained herein or otherwise.
The Offer shall be made solely by W2D2 Limited and neither
Rothschild nor any of its respective affiliates are making the
Offer.
Altium, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for IRC
as financial adviser in relation to the Offer and is not acting for
or advising any other person and accordingly will not be
responsible to any person other than IRC for providing the
protections afforded to the customers of Altium or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein or in the Offer
Documentation. Neither Altium nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a customer of Altium in
connection with this announcement, any statement contained herein
or otherwise.
This announcement has been prepared in accordance with English
law, the City Code, the AIM Rules and the Disclosure and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas Jurisdictions
The availability of the Offer or the distribution of this
announcement to IRC Shareholders who are not resident in the United
Kingdom may be affected by the laws and regulations of the relevant
jurisdiction in which they are located or of which they are
citizens. Any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any and all applicable legal or
regulatory requirements of their jurisdiction. Any failure to
comply with the requirements of such jurisdictions may constitute a
violation of the securities laws of such jurisdictions. Further
details in relation to overseas shareholders will be contained in
the Offer Documentation.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
The Offer will not be made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
Notice to US holders of IRC Shares
Neither the United States Securities and Exchange Commission nor
any state securities commission has reviewed, approved or
disapproved this announcement or any of the proposals described in
this announcement.
Forward-Looking Statements
This announcement may contain "forward looking statements"
concerning W2D2 Limited and IRC. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. These statements are based on assumptions and
assessments made by the Independent IRC Directors and W2D2 Limited
Directors in the light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature the
forward looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to
factors that are beyond the ability of W2D2 Limited and IRC to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement.
Neither W2D2 Limited nor IRC undertakes any obligation to update
or revise publicly any of the forward-looking statements set out
herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of W2D2
Limited, IRC or the Enlarged Group following completion of the
Offer unless otherwise stated.
Dealing Disclosure Requirements under the City Code
Under Rule 8.3(a) of the City 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
and, if later, following the announcement in which any paper
offeror is first identified. 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 City 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 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.
Publication on websites
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on W2D2
Limited's website at www.W2D2ltd.co.uk and on the IRC website at
www. individualrestaurantcompanyplc.co.uk during the course of the
Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, IRC confirms that
on 20 April 2011, being the latest practicable Business Day prior
to the date of this announcement, it had 59,648,261 ordinary shares
in issue all with equal voting rights. The total number of voting
rights in IRC is therefore 59,648,261. The International Securities
Identification Number for the IRC ordinary shares is
GB00B1J2C967.
Provision of addresses, electronic addresses, elections and
other details
Please be aware that addresses, electronic addresses and certain
other information provided by IRC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from IRC may be provided to W2D2 Limited during the
offer period as required under Section 4 of Appendix IV of the City
Code.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 April 2011
Cash Offer
by
W2D2 Limited
(a company formed at the direction of Malcolm Walker, Tarsem
Dhaliwal, Steven Walker and Paul Dawes)
for
Individual Restaurant Company plc
1. Introduction
A group of individual shareholders in the Company comprising
Malcolm Walker, Tarsem Dhaliwal, Steven Walker and Paul Dawes
confirm that they have formed a consortium (the "Consortium") to
represent their joint interests in the Company. The Consortium has
an aggregate interest of approximately 53.63 per cent. of the
ordinary share capital of the Company.
The Consortium is interested in shares carrying more than 50 per
cent. of the voting rights in IRC, and therefore is not obliged to
make a mandatory offer under Rule 9 of the Takeover Code. However,
for the reasons described below the Consortium has chosen to make
an offer for the outstanding shares of IRC in which the Consortium
is not already interested, and has formed W2D2 Limited for that
purpose.
The board of W2D2 Limited ("W2D2 Limited") is therefore pleased
to announce a cash offer, to be made by W2D2 Limited for the entire
issued and to be issued share capital of IRC, in which W2D2 Limited
is not already interested.
The Independent IRC Directors do not consider it appropriate to
recommend one course of action to IRC Shareholders and advise each
to carefully consider each of the options taking into account other
factors such as their tax status, their views on the Offer and
their investment in IRC, and make their own decision according to
their individual circumstances.
2. Summary of the Offer
The Offer, which will be subject to the Conditions and further
terms set out below and in Appendix I to this announcement, and to
be set out in the Offer Documentation when issued, will be made on
the following basis:
9.5 pence in cash for each IRC Share.
On this basis, the Offer values IRC's existing fully diluted
issued ordinary share capital at approximately GBP5.67 million.
The Offer Price represents a premium of approximately 11.8 per
cent. to the Closing Price of 8.5 pence per IRC Share on 20 April
2011, being the latest practicable Business Day prior to the date
of this announcement.
The Offer presents an opportunity for IRC Shareholders to
realise their investment in IRC for cash within a relatively short
timescale.
The Offer Price has been determined on the basis that no
dividend in respect of the ordinary share capital of IRC will be
paid in respect of the financial year ended 31 December 2010.
The IRC Shares will be acquired by W2D2 Limited fully paid and
free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and any other third party rights or interests
whatsoever and together with all rights existing as at the date of
this announcement or thereafter attaching thereto, including,
without limitation, the right to receive and retain, in full, all
dividends and other distributions (if any) declared, made or paid
or any other return of capital (whether by way of reduction of
share capital or share premium account or otherwise) made on or
after the date of this announcement in respect of the IRC Shares.
If any dividend or other distribution in respect of the IRC Shares
is declared, paid or made on or after the date of this
announcement, W2D2 Limited reserves the right to reduce the
consideration payable for each IRC Share under the terms of the
Offer by the amount per IRC Share of such dividend or
distribution.
3. Independent IRC Directors' Advice to Shareholders
Under the City Code, the Independent IRC Directors are required
to obtain independent advice on the Offer and to make the substance
of such advice and their own views known to Shareholders.
The Offer Price represents a premium of approximately 11.8 per
cent. to the Closing Price of 8.5 pence per IRC Share on 20 April
2011, being the latest practicable Business Day prior to the date
of this announcement. The Independent IRC Directors, who have been
so advised by Altium, do not consider it appropriate to recommend
the Offer to IRC Shareholders given the level of the premium.
However, the Independent IRC Directors believe that Shareholders
may choose to consider accepting the Offer, after taking into
account the following considerations:
Economic outlook
-- Consumer confidence remains at a low ebb and this affects
restaurant businesses in the premium casual sector
particularly.
-- Whereas IRC's two brands are successful and have proved to be
resilient to tough economic conditions, they need to grow both
organically and by the development of new sites or risk stagnation.
The rate of the former is limited by the level of consumer demand
generally and the latter by the unavailability of capital to fund
new site development and IRC's current funding structure.
-- Being quoted on AIM intensifies these issues and adds a
significant layer of cost and burden on management at a time when
the normal benefits of access to equity investment and tradeability
of stock cannot be usefully harnessed.
Illiquidity
The combination of these factors has contributed to severe
illiquidity in the Company's shares.
Premium to current share price
The Offer represents a premium of approximately 11.8 per cent.
to the existing IRC Share Price. Given the illiquidity noted above
and the lack of short term drivers such as improved economic,
consumer spending or trading conditions which might contribute to
improved financial performance and encourage a re-rating of the
shares, there is no guarantee that an exit event will be available
again over the medium term.
Trading outlook
Although IRC experienced strong like for like sales towards the
end of December 2010 and positive momentum continued into the early
part of 2011, growth has slowed in March and the Independent IRC
Directors remain cautious as to the future trading environment.
Cost pressures are being experienced across the industry and we do
not anticipate a significant recovery in consumer demand over the
medium term.
Capital structure
IRC has ceased its opening programme and, whilst operating
within its banking facilities and covenants, has very limited
funding available for growth and new sites. This is likely to
remain the case while IRC retains its current capital structure and
cost base.
Ongoing participation in IRC
The Independent IRC Directors recognise that some shareholders
may wish to continue to hold their investment in IRC. The
Independent IRC Directors have therefore secured a commitment from
W2D2 Limited that W2D2 Limited will ensure that certain rights of
those shareholders who retain their investment in IRC are
protected. Specifically, that those shareholders will be entitled
to receive a proportionate entitlement on a return of capital and a
proportionate entitlement to any dividends or other distributions
paid by IRC, and that the statutory pre-emption rights of
shareholders in IRC will be respected. All IRC Shareholders to
which the Offer is being made and who do not accept the Offer will
also have variation of class right protections existing at law. In
the event of the Offer becoming unconditional and W2D2 being able
to convert IRC to a private company, W2D2 Limited will incorporate
drag and tag rights into the articles of association of IRC, which
will entitle all shareholders in IRC to participate proportionally
in a sale of IRC by W2D2 Limited. These drag and tag rights would
be triggered in two scenarios, either by a sale of IRC or by a sale
of more than 50 per cent. of W2D2 Limited, in which event
shareholders in IRC would be entitled to the proportion of the
proceeds of sale of W2D2 Limited attributable to IRC. There is no
certainty that any dividends, distributions or returns of capital
will be paid or that any future sale of IRC by W2D2 Limited, or a
sale of W2D2 Limited itself, may materialise.
Effective control
The Independent IRC Directors regard W2D2 Limited as being in a
position to exercise de facto control over IRC. For example, the
Consortium holds a majority of the issued shares in the Company and
so has sufficient rights to ensure that ordinary resolutions of IRC
are approved. Such matters that require ordinary resolution
approval include the appointment and removal of executive and
non-executive directors. The Consortium is also able to block any
ordinary resolution and will be able to block any special
resolution of IRC of which it does not approve. This also limits
the strategic options available to IRC should it remain independent
as any corporate action or material strategic or financial matter
is likely to require the approval of the Consortium.
In any event, the Consortium, acting through W2D2 Limited,
already holds a majority of the voting rights of IRC and will also
be free to increase its shareholding through individual
acquisitions from shareholders without any obligation to make a
further offer to all shareholders. This may further adversely
affect the liquidity of IRC shares.
Intention to delist from AIM and compulsory acquisition
IRC Shareholders should also note that W2D2 Limited states that
it intends to delist IRC's shares and change the status of the
Company from public to private, which is likely to reduce
significantly the liquidity and marketability of IRC Shares which
are retained. There will no longer be a market through which buyers
and sellers can be matched and a trading price for the shares be
readily established.
Shareholders should also note that W2D2 intends to exercise its
rights to compulsorily acquire the outstanding IRC Shares if the
Offer becomes or is declared unconditional in all respects and if
sufficient acceptances totalling 90 per cent. of the shares to
which the Offer relates are received (which equates to 95.36 per
cent. of the Company).
IRC shareholders should also note that, as minority shareholders
of a private and unlisted company, they will also not be afforded
the same level of protection or disclosure as was afforded to them
whilst the Company was a listed public company, subject to the AIM
rules published by the London Stock Exchange and may accordingly
prefer to take the certainty of the cash amount being made
available under the Offer.
Taking all of the above into account, the Independent IRC
Directors, who have been so advised by Altium, are unable to
recommend the Offer. Shareholders should carefully consider each of
the options (acceptance or continued economic interest with certain
protections around minority shareholder rights) taking into account
other factors such as tax status, their views on the Offer and
their investment in IRC, and their own decision according to their
individual circumstances. In providing its advice, Altium has taken
into account the Independent IRC Directors' commercial assessments.
If IRC Shareholders are in any doubt about the action they wish to
take in respect of the Offer, they should consult an independent
financial adviser without delay.
4. Information relating to W2D2 Limited and the Consortium
W2D2 Limited is a newly incorporated company formed at the
direction of the Consortium for the purpose of implementing the
Offer. W2D2 Limited has not traded since incorporation, nor entered
into any obligations, other than in connection with the
implementation and financing of the Offer.
Malcolm Walker, Tarsem Dhaliwal and Paul Dawes have been long
term investors in IRC. Along with Steven Walker these four
individuals have in depth knowledge of not only the restaurant
industry but the consumer-facing sector generally.
Malcolm Walker
-- Malcolm Walker founded Iceland Foods Ltd in 1970, and is a
significant equity holder in Iceland as well as Iceland's Chief
Executive
-- Malcolm has been an investor in IRC since 2006
Tarsem Dhaliwal
-- Tarsem Dhaliwal is Finance Director of Iceland
-- Tarsem has worked and invested alongside Malcolm Walker for a
number of years
Paul Dawes
-- Paul has been an investor in IRC since 2006
Steven Walker
-- A former stockbroker, Steven Walker entered the food
manufacturing business in 1994 by buying into Yorkshire Kitchens
Limited
-- He took control in 1995 and sold the business for c. GBP18.4
million in 2000 to Greencore Group PLC
-- Steven was subsequently the CEO of The Roberts Food Group,
and has also owned a number of other successful businesses in the
retail and leisure sector
-- Currently CEO of IRC
As at the date of this announcement, the Consortium is
interested in approximately 31.99 million IRC Shares, which
represent approximately 53.63 per cent. of IRC's issued share
capital.
5. Information relating to IRC
IRC is a publicly listed company which owns and operates 33
restaurants in major UK cities, towns and suburbs.
IRC was created from the reverse takeover by Bank Restaurant
Group of IRC in late 2006. As part of the reverse takeover, IRC's
board took control of the enlarged group.
IRC operates two restaurant formats: Piccolino, the Italian
restaurant and bar, and Bar and Grill which trade under the names
of The Restaurant Bar and Grill, Zinc Bar and Grill, and Bank.
It is IRC's committed corporate mission to continue to open
restaurants throughout the UK to meet the increasing demand for
premium casual dining. IRC's aim is to capitalise on the market
opportunity and to remain a leading player in the premium casual
dining sector.
6. Background to and reasons for the Offer
The Consortium has been disappointed to observe the fall of the
IRC share price, despite the Company's resilient trading
performance against a difficult economic backdrop. The Consortium
believes that funding is required to return the Company to growth,
and in order to facilitate that growth the Consortium intends to
take full control of IRC and delist it. In any event the Consortium
intends to make appointments to the Board of the Company.
7. IRC Directors, management and employees
W2D2 Limited attaches great importance to the skills and
experience of the existing management and employees of IRC. W2D2
Limited intends that, if the Offer becomes or is declared
unconditional in all respects, the existing employment rights,
including pension rights, of all IRC employees will be safeguarded
in accordance with statutory and contractual requirements.
8. The Executive Management Team
The Executive Management Team will remain in place to operate
the business once the Offer becomes or is declared wholly
unconditional. Their employment will continue to be governed by
their existing service contracts (subject to minor amendments) and
their remuneration packages will remain unaffected.
9. Compulsory acquisition, delisting and cancellation of
trading
If W2D2 Limited receives acceptances of the Offer in respect of,
or otherwise acquires, 90 per cent. or more of the voting rights
attached to the IRC Shares to which the Offer relates, and assuming
all other Conditions of the Offer have been satisfied or waived (if
they are capable of being waived), W2D2 Limited intends to exercise
its rights pursuant to the provisions of sections 979 to 991
(inclusive) of the Companies Act to acquire compulsorily the
remaining IRC Shares to which the Offer relates on the same terms
as the Offer.
If the Offer becomes or is declared unconditional in all
respects and if sufficient acceptances are received under the
Offer, W2D2 Limited intends, subject to the requirements of the AIM
Rules, to procure that IRC makes an application to the London Stock
Exchange for the cancellation of the admission to trading of IRC
Shares on AIM. It is anticipated that such cancellation will take
effect no earlier than 20 Business Days after the date on which the
Offer becomes or is declared unconditional in all respects.
Cancellation of the admission of IRC Shares to trading on AIM
would significantly reduce the liquidity and marketability of any
IRC Shares in respect of which acceptances of the Offer are not
submitted.
Following the Offer becoming or being declared unconditional in
all respects and after the cancellation of the admission to AIM of
IRC if W2D2 Limited receives sufficient acceptances under the Offer
(being acceptances in respect of 75 per cent. or more of the voting
rights of IRC), it is also the intention of W2D2 Limited to propose
a resolution to re-register IRC as a private company.
10. IRC Share Schemes
The Offer will extend to any IRC Shares unconditionally allotted
or issued and fully paid on or prior to the date on which the Offer
closes (or, such earlier date as W2D2 Limited may, subject to the
City Code, decide) pursuant to the exercise of options under any of
the IRC Share Schemes or as a result of the vesting of awards
pursuant to the IRC Share Schemes.
To the extent that such options or awards have not been
exercised or vested, participants in the IRC Share Schemes will be
written to separately and appropriate proposals will be made to
such participants in due course.
11. Financing of the Offer
The cash consideration payable by W2D2 Limited under the terms
of the Offer will be funded from cash funds made available to W2D2
Limited from the existing cash resources of the Consortium.
Rothschild is satisfied that sufficient resources are available
to W2D2 Limited to satisfy in full the cash consideration payable
to IRC Shareholders under the terms of the Offer.
12. Structure of the Offer
The Offer is an offer for cash on the basis described in
paragraph 2 above.
The Offer is proposed to be implemented by way of takeover offer
within the meaning of Part 28 of the Companies Act.
The Offer Documentation will be posted (other than to Restricted
Overseas Persons) as soon as reasonably practicable after, and in
any event within 28 days of, the date of this announcement (unless
agreed otherwise with the Panel).
13. Disclosure of interests in IRC securities
W2D2 Limited confirms that it will, if necessary, on the date of
this announcement, make an Opening Position Disclosure pursuant to
Rule 8.1(a) of the City Code.
14. Conditionality of the Offer
The conditions to the Offer are set out in full in Appendix I to
this announcement.
The Offer is conditional, inter alia, upon W2D2 Limited having
agreed to acquire, whether through receiving valid acceptances of
the Offer or through the arrangements with the Consortium, not less
than 75 per cent. of the voting rights normally exercisable at
general meetings of IRC (or such lower percentage as W2D2 Limited
may decide, save that such condition will not be satisfied unless
W2D2 Limited has acquired or agreed to acquire, whether pursuant to
the Offer or otherwise, IRC Shares carrying in aggregate more than
50 per cent. of the voting rights then normally exercisable at
general meetings of IRC).
15. Overseas Shareholders
The distribution of this announcement to and the availability of
the Offer to, persons who are not resident in the United Kingdom
may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of and observe any applicable
legal or regulatory requirements of their jurisdiction. IRC
Shareholders who are in doubt regarding such matters should consult
an appropriate independent professional adviser in the relevant
jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
IRC Shareholders are advised to read carefully the Offer
Documentation once it has been dispatched.
16. General
There are no agreements or arrangements to which W2D2 Limited is
a party which relate to the circumstances in which it may or may
not invoke a condition to the Offer.
This announcement does not constitute an offer to purchase or an
invitation to sell any IRC Shares and any response to the Offer
should be made only on the basis of the information contained in
the Offer Documentation.
The Offer Documentation will be posted (other than to Restricted
Overseas Persons) as soon as reasonably practicable after, and in
any event within 28 days of, the date of this announcement (unless
agreed otherwise with the Panel).
The Offer will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject
to the applicable requirements of the City Code.
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on W2D2
Limited's website at www.W2D2ltd.co.uk and IRC's website at www.
individualrestaurantcompanyplc.co.uk during the course of the
Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
The Offer will be subject to the Conditions and further terms
set out in Appendix I to this announcement and to the terms and
conditions to be set out in the Offer Document when issued. Details
of the bases and sources of certain information set out in this
announcement are included in Appendix II. Appendix III contains
definitions of certain terms used in this announcement.
Enquiries:
W2D2 Limited Tel: 07831 521 870
Keith Hann
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to sell or the solicitation of an offer to subscribe for
or buy or an invitation to purchase or subscribe for any securities
or the solicitation of any vote or approval in any jurisdiction
pursuant to the Offer or otherwise. W2D2 Limited will prepare the
Offer Documentation to be distributed to IRC Shareholders and, for
information only, to persons with information rights. The Offer
will be made solely by the Offer Documentation which will contain
the full terms and conditions of the Offer, including details of
how the Offer may be accepted. Please carefully read the Offer
Documentation in its entirety before making a decision with respect
to the Offer.
Rothschild, which is authorised and regulated by the Financial
Services Authority, is acting exclusively as financial adviser to
W2D2 Limited and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than W2D2 Limited for providing the protections
afforded to clients of Rothschild or for providing advice in
relation to this matter, the content of this announcement or any
matter referred to herein. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Rothschild in connection with this
announcement, any statement contained herein or otherwise.
Altium, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for IRC
as financial adviser in relation to the Offer and is not acting for
or advising any other person and accordingly will not be
responsible to any person other than IRC for providing the
protections afforded to the customers of Altium or for providing
advice in relation to the contents of this announcement or any
offer or arrangements referred to herein or in the Offer
Documentation. Neither Altium nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a customer of Altium in
connection with this announcement, any statement contained herein
or otherwise.
The Offer shall be made solely by W2D2 Limited and neither
Rothschild nor any of its respective affiliates are making the
Offer.
This announcement has been prepared in accordance with English
law, the City Code, the AIM Rules and the Disclosure and
Transparency Rules and information disclosed may not be the same as
that which would have been prepared in accordance with the laws of
jurisdictions outside England.
Overseas Jurisdictions
The availability of the Offer or the distribution of this
announcement to IRC Shareholders who are not resident in the United
Kingdom may be affected by the laws and regulations of the relevant
jurisdiction in which they are located or of which they are
citizens. Any persons who are subject to the laws and regulations
of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any and all applicable legal or
regulatory requirements of their jurisdiction. Any failure to
comply with the requirements of such jurisdictions may constitute a
violation of the securities laws of such jurisdictions. Further
details in relation to overseas shareholders will be contained in
the Offer Documentation.
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person.
The Offer will not be made, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and formal
documentation relating to the Offer will not be and must not be,
mailed or otherwise forwarded, distributed or sent in, into or from
any jurisdiction where to do so would violate the laws of that
jurisdiction.
Notice to US investors
Neither the United States Securities and Exchange Commission nor
any state securities commission has reviewed, approved or
disapproved this announcement or any of the proposals described in
this announcement.
Forward-Looking Statements
This announcement may contain "forward looking statements"
concerning W2D2 Limited and IRC. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward looking
statements. These statements are based on assumptions and
assessments made by the Independent IRC Directors and W2D2 Limited
Directors in the light of their experience and their perception of
historical trends, current conditions, expected future developments
and other factors they believe appropriate. By their nature the
forward looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to
factors that are beyond the ability of W2D2 Limited and IRC to
control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue
reliance should not be placed on such statements which speak only
as at the date of this announcement.
Neither W2D2 Limited nor IRC undertakes any obligation to update
or revise publicly any of the forward-looking statements set out
herein, whether as a result of new information, future events or
otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of W2D2
Limited, IRC or the Enlarged Group following completion of the
Offer unless otherwise stated.
Dealing disclosure requirements
Under Rule 8.3(a) of the City 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
and, if later, following the announcement in which any paper
offeror is first identified. 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 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
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 City 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 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.
Publication on websites
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, for inspection on W2D2
Limited's website at www.W2D2ltd.co.uk and on the IRC website at
www. individualrestaurantcompanyplc.co.uk during the course of the
Offer.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, IRC confirms that
on 20 April 2011, being the latest practicable Business Day prior
to the date of this announcement, it had 59,648,261 ordinary shares
in issue all with equal voting rights. The total number of voting
rights in IRC is therefore 59,648,261. The International Securities
Identification Number for the IRC ordinary shares is
GB00B1J2C967.
Provision of addresses, electronic addresses, elections and
other details
Please be aware that addresses, electronic addresses and certain
other information provided by IRC Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from IRC may be provided to W2D2 Limited during the
offer period as required under Section 4 of Appendix IV of the City
Code.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions of the Offer
The Offer, which will be made by W2D2 Limited, will comply with
the City Code and will be governed by English law and subject to
the jurisdiction of the English courts. In addition, the Offer will
be subject to the terms and conditions set out in the Offer
Document and related Form of Acceptance.
The Offer will be subject to the following conditions:
(a) W2D2 Limited having acquired or agreed to acquire (whether
pursuant to the Offer or otherwise), directly or indirectly, IRC
Shares carrying in aggregate more than 75 per cent. of the voting
rights then normally exercisable at a general meeting of IRC by no
later than 3.00 p.m. (London time) on the first closing date of the
Offer (being the date falling 21 days after the posting of the
offer document) (the First Closing Date) or such later time(s)
and/or date(s) as W2D2 Limited may, subject to the rules of the
City Code, decide (or such lesser percentage as W2D2 Limited may
decide) provided that this condition (a) shall not be satisfied
unless W2D2 Limited shall have acquired or agreed to acquire
(whether pursuant to the Offer or otherwise), directly or
indirectly, IRC Shares carrying in aggregate more than 50 per cent.
of the voting rights then normally exercisable at a general meeting
of IRC and provided further that, unless W2D2 Limited otherwise
determines, this condition (a) shall be capable of being satisfied
only at a time when all other conditions (b) to (h) inclusive have
either been satisfied or waived;
(b) (i) W2D2 Limited being reasonably satisfied that that
neither the Office of Fair Trading nor the Secretary of State
intends to refer the proposed acquisition of IRC by W2D2 Limited or
any matter arising from or relating to that proposed acquisition to
the Competition Commission for investigation;
(ii) the relevant four week period within which an application
for review of any decision not to refer the proposed acquisition of
IRC by W2D2 Limited or any matter arising from or relating to that
proposed acquisition to the Competition Commission may be made to
the Competition Appeal Tribunal (the CAT) having expired without
such an application having been made or, where any application(s)
has/have been made, all such application(s) having been dismissed
by the CAT and it being established in terms reasonably
satisfactory to W2D2 Limited that no further appeal has been or
will be made against any such ruling(s) of the CAT; and
(iii) it being established, in terms reasonably satisfactory to
W2D2 Limited, that no request has been made to the European
Commission by the competent authorities of one or more Member
States under Article 22(1) of Council Regulation (EC) No. 139/2004
(the Regulation) for the European Commission to examine the
proposed acquisition of IRC by W2D2 Limited or any matter arising
from or relating to that proposed acquisition;
(c) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association,
institution or agency (including any trade agency) or any court or
other body (including any professional or environmental body) or
person in any jurisdiction (each a Relevant Authority) having
decided to take, instituted or threatened any action, proceeding,
suit, investigation, enquiry or reference or having required any
action to be taken or otherwise having done anything or having
enacted, made or proposed any statute, regulation, order, decision
or change to published practice and there not continuing to be
outstanding any statute, regulation, order, decision or published
practice that would or might be reasonably expected to:
(i) make the Offer or the acquisition or the proposed
acquisition of any shares in, or control of, IRC by W2D2 Limited
void, unenforceable or illegal or directly or indirectly prohibit
or otherwise materially restrict, delay or interfere with the
implementation of, or impose material additional conditions or
obligations with respect to, or otherwise challenge, the Offer or
the acquisition of any shares in, or control of, IRC by W2D2
Limited;
(ii) require, prevent or materially delay the divestiture (or
alter the terms of any proposed divestiture) by IRC of all or any
substantial part of their respective businesses, assets or
properties or impose any material limitation on their ability to
conduct all or any part of their respective businesses and to own
any of their respective assets or properties to an extent which is
material in the context of IRC or W2D2 Limited;
(iii) impose any material limitation on, or result in any
material delay in, the ability of any member of W2D2 Limited to
acquire or hold or to exercise effectively, directly or indirectly,
all or any rights of ownership of shares or other securities (or
the equivalent) in, or to exercise management control over, any
member of IRC to hold or exercise effectively, directly or
indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management
control over, any other member of IRC;
(iv) require any member of W2D2 Limited or IRC to acquire or
offer to acquire any shares or other securities (or the equivalent)
in IRC or W2D2 Limited (other than in the implementation of the
Offer);
(v) otherwise adversely affect the business, assets, financial
or trading position or profits of W2D2 Limited or of IRC in a
manner which is material in the context of IRC taken as a whole or,
as the case may be, W2D2 Limited taken as a whole,
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, institute or
threaten any such action, proceeding, suit, investigation, enquiry
or reference having expired, lapsed or been terminated;
(d) all necessary filings having been made and all appropriate
waiting periods (including any extensions thereof) under any
applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated in each case in respect of the
Offer and the acquisition of any shares in, or control of, IRC by
W2D2 Limited and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and
approvals (authorisations) reasonably necessary or appropriate by
W2D2 Limited in any jurisdiction for, or in respect of, the Offer
and the proposed acquisition of any shares in, or control of, IRC
by W2D2 Limited being obtained in terms and in a form reasonably
satisfactory to W2D2 Limited from appropriate Relevant Authorities
or from any persons or bodies with whom W2D2 Limited or IRC has
entered into contractual arrangements and such authorisations
together with all authorisations necessary or appropriate for IRC
to carry on its business remaining in full force and effect and no
intimation of any intention to revoke, suspend, restrict or modify
or not to renew any of the same having been made in each case where
the direct consequence of a failure to make such notification or
filing or to wait for the expiry, lapse or termination of any such
waiting period or to comply with such obligation would have a
material adverse effect on IRC and all necessary statutory or
regulatory obligations in any jurisdiction having been complied
with;
(e) there being no provision of any agreement, arrangement,
licence or other instrument to which IRC is a party or by or to
which any such member or any of its assets is or may be bound,
entitled or subject which, as a result of the making or
implementation of the Offer or the acquisition or proposed
acquisition by W2D2 Limited of any shares in, or change in the
control or management of, IRC or otherwise, would or might result
in (to an extent which is material in the context of IRC taken as a
whole):
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of IRC becoming repayable or capable of being declared
repayable immediately or earlier than the stated repayment date or
the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of IRC or any such security interest (whenever
arising or having arisen) becoming enforceable;
(iii) any assets or interest of IRC being or falling to be
disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or
charged;
(iv) the interest or business of IRC in or with any other
person, firm or company (or any agreements or arrangements relating
to such interest or business) being terminated or materially and
adversely affected;
(v) IRC ceasing to be able to carry on business under any name
under which it presently does so;
(vi) the value of IRC or its financial or trading position being
prejudiced or materially and adversely affected;
(vii) any such agreement, arrangement, licence or other
instrument being terminated or adversely modified or any onerous
obligation arising or any adverse action being taken or arising
thereunder; or
(viii) the creation of any liabilities (actual or contingent) by
IRC;
and no event having occurred which, under any provision of any
agreement, arrangement, licence or other instrument to which IRC is
a party or by or to which any such member or any of its assets may
be bound or be subject, could result in any events or circumstances
as are referred to in subparagraphs (i) to (viii) of this paragraph
(e) (in each case where such result would be material in the
context of IRC taken as a whole);
(f) except as disclosed in the Annual Report and Accounts of IRC
for the year ended 31 December 2009, or as publicly announced to a
Regulatory Information Service by or on behalf of IRC, IRC having
not, since 31 December 2009:
(i) issued or agreed to issue or authorised the issue of
additional shares of any class, or securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such
shares or convertible securities save as between IRC and
wholly-owned subsidiaries of IRC prior to the date of this document
or upon the exercise of rights to subscribe for IRC Shares pursuant
to options granted under IRC Share Schemes prior to the date of
this document;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution, whether payable in cash or otherwise, other than a
distribution by any wholly-owned subsidiary of IRC;
(iii) implemented or authorised any merger or demerger or
acquired or disposed of or transferred, mortgaged or charged, or
created any other security interest over, any asset or any right,
title or interest in any asset;
(iv) implemented or authorised any reconstruction, amalgamation,
scheme or similar transaction or arrangement (other than the
Offer);
(v) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made or authorised any other change in its
share capital;
(vi) made or authorised any change in its loan capital or issued
or authorised the issue of any debentures or incurred or increased
any indebtedness or contingent liability;
(vii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure or
otherwise) which is outside the ordinary course of business or
which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of a nature or
magnitude which is material;
(viii) entered into any contract, commitment or arrangement
which would be restrictive on the business of IRC or W2D2 Limited
(other than to a nature and extent which is not material in the
context of the business concerned);
(ix) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(x) other than in respect of a member which is dormant and was
solvent at the relevant time taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up (voluntary or otherwise), dissolution or reorganisation
(or for any analogous proceedings or steps in any jurisdiction) or
for the appointment of a receiver, administrator, administrative
receiver, trustee or similar officer (or for the appointment of any
analogous person in any jurisdiction) of all or any of its assets
and revenues;
(xi) waived, compromised or settled any claim, other than in the
ordinary course of business and which is material in the context of
the IRC taken as a whole;
(xii) entered into or varied the terms of any service agreement
or arrangement with any director or senior executive of IRC;
(xiii) (save as disclosed on publicly available registers) made
any alteration to its memorandum or articles of association;
(xiv) made or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants or to the
benefits which accrue, or to the pensions which are payable
thereunder, or to the basis on which qualification for or accrual
or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or
consented to, any change to the trustees; or
(xv) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention
to effect or propose, any of the transactions, matters or events
referred to in this condition;
(g) since 31 December 2009 except as disclosed in the Annual
Report and Accounts of IRC for the year then ended or as publicly
announced to a Regulatory Information Service by or on behalf of
IRC:
(i) no adverse change having occurred in the business, assets,
financial or trading position or profits of IRC which is material
to IRC taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced,
instituted or remaining outstanding by, against or in respect of
IRC or to which IRC is a party (whether as plaintiff or defendant
or otherwise) and no investigation by any Relevant Authority or
other investigative body against or in respect of IRC having been
threatened, announced, instituted or remaining outstanding by,
against or in respect of IRC which would or might reasonably be
expected materially and adversely to affect IRC taken as a whole;
and
(iii) no contingent or other liability having arisen which would
or might reasonably be expected materially and adversely to affect
IRC Plc taken as a whole; and
(h) W2D2 Limited not having discovered that:
(i) any financial, business or other information publicly
disclosed at any time by any member of the IRC is misleading,
contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading
which in any case is material and adverse to the financial or
trading position of IRC;
(ii) IRC is subject to any liability, contingent or otherwise,
which is not disclosed in the Annual Report and Accounts of IRC for
the year ended 31 December 2009, which is not publicly announced to
a Regulatory Information Service by or on behalf of IRC and which
is material in the context of IRC taken as a whole;
(iii) IRC has failed to comply with any applicable legislation
or regulations of any jurisdiction or any notice or requirement of
any Relevant Authority with regard to the storage, disposal,
discharge, spillage, release, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair
the environment or harm human or animal health or otherwise
relating to environmental matters or that there has otherwise been
any such storage, disposal, discharge, spillage, release, leak or
emission (whether or not the same constituted non-compliance by any
person with any such legislation or regulation, and whenever the
same may have taken place), any of which non--compliance would be
likely to give rise to any liability (whether actual or contingent)
or cost on the part of IRC and which is material in the context of
IRC taken as a whole; or
(iv) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by IRC under any environmental
legislation, regulation, notice, circular or order of any Relevant
Authority in any jurisdiction and which is material in the context
of IRC taken as a whole.
W2D2 Limited reserves the right to waive all or any of
conditions (b) to (h) inclusive, in whole or in part. The Offer
will lapse unless all the above conditions are fulfilled or (if
capable of waiver) waived or, where appropriate, determined by W2D2
Limited to have been or remain satisfied by midnight on the day
which is 21 days after the later of the First Closing Date and the
date on which the Offer becomes or is declared unconditional as to
acceptances (or such later date as W2D2 Limited may, with the
consent of the Panel, decide). W2D2 Limited shall be under no
obligation to waive or treat as fulfilled any of conditions (b) to
(h) inclusive by a date earlier than the date specified above for
the fulfilment thereof notwithstanding that the other conditions of
the Offer may at such earlier date have been waived or fulfilled
and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If W2D2 Limited is required by the Panel to make an offer for
any IRC Shares under Rule 9 of the Code, W2D2 Limited may make such
alterations to the above conditions as are necessary to comply with
that Rule.
The Offer will lapse (unless the Panel otherwise consents) if,
before the First Closing Date or the date when the Offer becomes or
is declared unconditional as to acceptances (whichever is the
later), the proposed acquisition of IRC by W2D2 Limited or any
matter arising from or relating to that proposed acquisition is
referred to the Competition Commission. (If the Offer does so
lapse, not only will the Offer cease to be capable of further
acceptance but also IRC Shareholders and W2D2 Limited will
thereafter cease to be bound by prior acceptances).
APPENDIX II
SOURCES AND BASES OF INFORMATION
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
1. General
Unless otherwise stated, the financial information on the IRC
Group has been extracted or derived (without material adjustment)
from IRC's audited consolidated statutory annual report and
accounts for the year ended 31 December 2009.
2. Existing issued share capital
References to the existing issued share capital of IRC are
references to IRC Shares in issue on 20 April 2011 (being the last
practicable Business Day prior to the release of this
announcement), being 59,648,261 IRC Shares.
3. Value of the Offer
The value attributed to the Offer is based upon the 59,648,261
IRC Shares in issue on 20 April 2011 (being the last practicable
Business Day prior to the release of this announcement).
4. Share prices
The market prices of IRC Shares on a particular date or over a
particular time period are derived the Daily Official List and
represent the Closing Price on the relevant day.
5. Time
All the times referred to in this announcement are London
times.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement
unless the context otherwise requires:
Alternative Investment means the Alternative Investment Market
Market or "AIM" of the London Stock Exchange
AIM Rules means the AIM Rules for Companies as
published by the London Stock Exchange
(as amended)
Altium means Altium Capital Limited, financial
adviser to IRC
Board means board of directors
Business Day means a day, not being a public holiday,
Saturday or Sunday, on which clearing
banks in London are open for normal
business
Consortium means Malcolm Walker, Tarsem Dhaliwal,
Steven Walker and Paul Dawes
Code or City Code means the City Code on Takeovers and
Mergers, as amended
Closing Price means the closing middle market price
of a IRC Share as derived from the
Daily Official List
Companies Act means the Companies Act 2006 (as amended)
Conditions means the conditions to the Offer,
as set out in Appendix I to this announcement
and to be set out in the Offer Document
Daily Official List means the AIM Appendix of the Daily
Official List of the London Stock Exchange
Dealing Disclosure means a disclosure made pursuant to
Rule 8 of the City Code
Enlarged Group W2D2 Limited and its subsidiaries and
subsidiary undertakings following completion
of the Offer
Executive Management means the executive management team
Team of IRC, led by Steven Walker
Financial Services means the Financial Services Authority
Authority in its capacity as the competent authority
for the purpose of Part IV of the Financial
Services and Markets Act 2000 (as amended)
First Closing Date means the date which is 21 days after
the day of posting the Offer Document
Form of Acceptance means the form of acceptance and authority
relating to the Offer which (where
appropriate) will accompany the Offer
Document when issued
FSMA means the Financial Services and Markets
Act 2000, as amended
Iceland means Iceland Foods Ltd
IRC or the Company means IRC plc a company incorporated
in England and Wales with registration
number 4026693 and having its registered
office at 4(th) Floor, Ridgefield House,
14 John Dalton Street, Manchester,
M2 6JR
IRC Directors means the directors of IRC at the date
of this announcement, being Robert
Breare. Steven Walker, Vernon Lord,
Iain Donald and Richard Simpson
IRC Group means IRC, its subsidiaries and subsidiary
IRC Shareholder undertakings
means a holder of IRC Shares
IRC Shares means the existing issued or unconditionally
allotted and fully paid (or credited as fully
paid) ordinary shares of 1 pence each in the
capital of IRC and any further such shares
which are unconditionally allotted or issued
fully paid (or credited as fully paid) on or
prior to the date on which the Offer closes or,
subject to the provisions of the City Code or
with the consent of the Panel, by such earlier
date or dates as W2D2 Limited may determine,
including any such shares issued or
unconditionally allotted upon the exercise of
options granted under the IRC Share Schemes
IRC Share Schemes means the share option schemes established
by IRC in place as at the date of this
announcement
Independent IRC Directors means the independent directors of
IRC at the date of this announcement,
being Robert Breare, Vernon Lord, Iain
Donald and Richard Simpson
London Stock Exchange means the London Stock Exchange plc
Offer means the cash offer to be made by
W2D2 Limited at the Offer Price for
the entire issued and to be issued
ordinary share capital of IRC on the
terms and subject to the Conditions
to be set out in the Offer Documentation
and, where the context requires, any
revision, extension, variation or renewal
thereof
Offer Document means the document to be sent to IRC
Shareholders following the date of
this announcement containing, inter
alia, the terms and conditions of the
Offer and certain information about
W2D2 Limited
Offer Documentation means the Offer Document and (where
appropriate) the accompanying Form
of Acceptance to be sent to IRC Shareholders
and others following the date of this
announcement
Offer Period means the period commencing on (and
including) the date of this announcement
and ending on the date on which the
Offer becomes or is declared wholly
unconditional as to acceptances or
lapses or is withdrawn
Offer Price means 9.5 pence in cash per IRC Share
Opening Position Disclosure means an opening position disclosure
made pursuant to Rule 8 of the City
Code
Panel means the Panel on Takeovers and Mergers
Pounds, pence or GBP means the lawful currency of the United
Kingdom
Regulatory Information means one of the regulatory information
Service services authorised by the UK Listing
Authority to receive, process and disseminate
regulatory information from listed
companies
Relevant Authority means any government or governmental,
quasi-governmental, supranational,
statutory or regulatory body, or any
court, institution, investigative body,
association, trade agency or professional
or environmental body or (without prejudice
to the generality of the foregoing)
any other person or body in any
Restricted Jurisdiction means any jurisdiction where the relevant
action would constitute a violation
of the relevant laws and regulations
of such jurisdiction or would result
in a requirement to comply with any
governmental or other consent or any
registration, filing or other formality
which W2D2 Limited regards as unduly
onerous
Restricted Overseas means any person (including an individual,
Person partnership, unincorporated syndicate,
limited liability company, unincorporated
organisation, trust, trustee, executor,
administrator or other legal representative)
in, or resident in, any Restricted
Jurisdiction
Rothschild means N M Rothschild & Sons Limited,
financial adviser to W2D2 Limited
subsidiary has the meaning ascribed to it in Section
1159 of the Companies Act
subsidiary undertaking has the meaning ascribed to it in Section
1162 of the Companies Act
UK or United Kingdom means the United Kingdom of Great Britain
and Northern Ireland
US or United States means the United States of America,
its territories and possessions, any
State of the United States of America
and the District of Columbia
W2D2 Limited means W2D2 Limited, a private limited
company incorporated in England and
Wales, whose registered office is at
Second Avenue, Deeside Industrial Park,
Deeside, Flintshire Ch5 2NW under number
07520075.
W2D2 Limited Directors means Malcolm Walker, Tarsem Dhaliwal,
and Steven Walker
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this announcement. All
references to time in this announcement are to London time unless
otherwise stated.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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