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

Ei Group plc
27 February 2020

Recommended Cash Acquisition

of

Ei Group plc

by

Stonegate Pub Company Bidco Limited

(a wholly-owned subsidiary of Stonegate Pub Company Limited)
 

Court sanction of Scheme and suspension of trading of EIG Shares

Ei Group plc ("EIG") announces that the High Court of Justice in England and Wales has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended all cash offer for the entire issued and to be issued share capital of EIG (the "Acquisition") by Stonegate Pub Company Bidco Limited, a wholly-owned subsidiary of Stonegate Pub Company Limited ("Stonegate"), is being implemented.

It is expected that the Effective Date, and therefore completion of the Acquisition, will be 3 March 2020, which is when the Court Order is intended to be delivered to the Registrar of Companies. There has been no change to the expected timetable for the remaining steps to complete the Acquisition as set out in the announcement issued by EIG on 14 February 2020 following the Competition and Markets Authority's decision to accept undertakings in lieu of referring the Acquisition for an in-depth Phase 2 investigation.

Additionally, EIG announces that trading in EIG Shares on the London Stock Exchange's main market for listed securities and the listing of EIG Shares on the premium segment of the Official List will each be suspended with effect from 7.30 a.m. on 2 March 2020. Applications have been made to the FCA and the London Stock Exchange in relation to the de-listing of EIG Shares from the premium segment of the Official List and the cancellation of the admission to trading of EIG Shares on the London Stock Exchange's main market for listed securities, which is expected to take place at 8.00 a.m. on 4 March 2020, subject to the Scheme becoming Effective.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document published by EIG on 15 August 2019, a copy of which is available on the EIG website at https://www.eigroupplc.com/en/investors.html.  All references to time are to London times.

Important notices

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority (the "PRA"). It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"). Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA, are available on request. Deutsche Bank, acting through its London branch ("Deutsche Bank"), is acting as joint corporate broker and financial adviser to EIG and no other person in connection with the contents of this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates will be responsible to any person other than EIG for providing any of the protections afforded to clients of Deutsche Bank nor for providing advice in relation to any matters referred to in this announcement. Neither Deutsche Bank, nor any of its subsidiaries, branches or affiliates, nor any of its or their respective directors, officers or employees 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 Deutsche Bank in connection with this announcement, any statement contained herein, or otherwise.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to EIG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co 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 client of Rothschild & Co in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint corporate broker exclusively for EIG and no one else in connection with the Acquisition and the other matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than EIG for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Cautionary note regarding forward-looking statements

All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward‑looking statements.  Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Neither EIG, nor any of its associates, directors, officers or advisers, provide any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement (including information incorporated by reference into this announcement) will actually occur. EIG disclaims any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on EIG's website at www.eigroupplc.com and on Stonegate's website at www.stonegatepubs.com by no later than 12.00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, save as expressly referred to in this announcement, the contents of those websites are not incorporated into and do not form part of this announcement.