MITCHELLS & BUTLERS PLC
UK Gazette Notices
24 February 2021
WHS PENSION TRUSTEES LIMITED
MONEY
PRE-EMPTION OFFERS TO SHAREHOLDERS
Pre-emption Offer to Shareholders
MITCHELLS & BUTLERS PLC
(Company Number 04551498)
Countries where registered: Registered in England and Wales
OPEN OFFER OF UP TO 166,937,606 NEW SHARES OF 8 13/24
PENCE EACH AT A PRICE OF 210 PENCE PER NEW SHARE ON
THE BASIS OF 7 NEW SHARES FOR EVERY 18 SHARES HELD
This notice is given under section 562(3) of the Companies Act 2006
to each registered holder of ordinary shares of 8 13/24 pence each
(the "Shares") in Mitchells & Butlers plc (the "Company") on the
register of members as at the close of business on 17 February 2021
(the "Record Date") who has no registered address in the United
Kingdom or an EEA State and who has not given to the Company an
address in the United Kingdom or an EEA State for the service of
notices on them (each a "Relevant Shareholder").
This notice is given in connection with the open offer (the “Open
Offer”) of up to 166,937,606 new Shares (the "New Shares") at a
price of 210 pence per New Share on the basis of 7 New Shares for
every 18 Shares held by the Company’s shareholders on the register
of members as at the Record Date. The New Shares, when fully paid,
will rank pari passu in all respects with all other Shares in the
Company, including the right to receive all dividends or other
distributions made, paid or declared after completion of the Open
Offer.
The following documents (being copies of documents despatched to
holders of Shares (other than certain Relevant Shareholders)) issued in
connection with, and constituting, the Open Offer, may be obtained or
inspected (subject as provided below), on personal application by or
on behalf of a Relevant Shareholder, from Equiniti Limited at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA during usual
business hours on any weekday (public holidays excepted) until 11.00
a.m. (London Time) on 10 March 2021:
(a) a document, dated 22 February 2021, comprising (i) a circular
prepared in accordance with the Listing Rules of the Financial
Conduct Authority (the "FCA") and (ii) a prospectus prepared in
accordance with the Prospectus Regulation Rules of the FCA made
under section 73A of the Financial Services and Markets Act 2000
(together, the "Prospectus"); and
(b) an application form (the "Application Form") (whether or not the
Relevant Shareholder holds Shares in certificated form) in respect of
Open Offer Entitlements (as defined in the Prospectus) of each
Relevant Shareholder under the Open Offer, provided that an
Application Form may only be obtained on the production of evidence
of entitlement. In addition, if for any reason a Relevant Shareholder
has received an original Application Form, the Application Form may
only be obtained if the original so despatched is first surrendered to
Equiniti Limited at the above address.
The Open Offer is conditional upon the matters set out in the
Prospectus (so far as not already satisfied or waived).
Relevant Shareholders' attention is drawn to paragraph 8 of Part III of
the Prospectus relating to overseas shareholders and their ability to
acquire New Shares pursuant to the Open Offer.
Due to the ongoing public health restrictions in relation to Covid-19, in
order that appropriate arrangements can be made for Relevant
Shareholders wishing to obtain or inspect documents we request that
Relevant Shareholders contact Equiniti Limited on 0333 207 6535 (or
+44 333 207 6535 if calling from outside the United Kingdom) in
advance to ensure that access can be arranged. Any such access will
be subject to health and safety requirements and any limits on
gatherings, social distancing or other measures imposed or
recommended by the Government.
By order of the board
Greg McMahon
Company Secretary and General Counsel
Registered Office:
27 Fleet Street
Birmingham
B3 1JP
This notice is an advertisement and does not constitute a
prospectus or prospectus equivalent document. Nothing in this
notice should be interpreted as a term or condition of the Open
Offer. Any decision to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any New Shares must be made only
on the basis of the information contained in, and incorporated by
reference into, the Prospectus. This notice is not for distribution,
directly or indirectly, in or into any jurisdiction in which it would
be unlawful to do so. Copies of the Prospectus are available at
the Company’s website at www.mbplc.com, provided that the
Prospectus is not available through the website, subject to
certain exceptions, to Relevant Shareholders in Australia,
Canada, the Republic of Ireland, Japan, New Zealand, the
Republic of South Africa, the United States and any other
jurisdictions where the extension and availability of the Open
Offer would breach any applicable law (the "Excluded
Territories").
This notice does not constitute an offer for sale of securities of
the Company in the United States or any of the other Excluded
Territories. The securities to be offered in the Open Offer have not
been and will not be registered under the U.S. Securities Act of
1933, as amended, and may not be offered or sold in the United
States absent an applicable exemption from registration
thereunder.
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