April 2020 Proposed Placing of New Ordinary Shares
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS (THE “MATERIALS”) ARE BEING MADE AVAILABLE ON THIS WEBSITE BY THE RESTAURANT GROUP PLC (THE “COMPANY” AND, TOGETHER WITH ITS SUBSIDIARIES, THE “GROUP”) IN GOOD FAITH AND FOR INFORMATIONAL PURPOSES ONLY.
SUBJECT TO CERTAIN LIMITED EXCEPTIONS, THESE MATERIALS ARE NOT DIRECTED AT AND ARE NOT FOR RELEASE, PUBLICATION, DISTRIBUTION, FORWARDING OR TRANSMISSION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT OR PHYSICALLY LOCATED IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE “UNITED STATES”), AUSTRALIA, CANADA, HONG KONG, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Please read this notice carefully – it applies to all persons who view this site. Please note that the information set out below may be altered or updated from time to time. You should read it in full each time you visit the site.
Viewing the information in these Materials may be unlawful if you are a resident of or located in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view this information. Persons into whose possession these Materials come should inform themselves about and observe any such legal restriction and consult their professional advisers as appropriate.
These Materials have been prepared by the Company for information purposes only and do not constitute or form part of an offer to sell or issue or the solicitation of an offer to buy, subscribe for or acquire any securities mentioned in the Materials (the “Securities”) in any jurisdiction in which any such offer or solicitation would be unlawful. The information contained herein is restricted and, subject to certain limited exceptions, is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction in which such release, publication or distribution would be unlawful. Potential users of this information are requested to inform themselves of, and to observe, any such restrictions.
Subject to certain limited exceptions, neither the Materials nor any part of them contains or constitutes an offer to sell or issue, or the solicitation of an offer to buy, securities, including to any person in the United States, Australia, Canada, Hong Kong, Japan or South Africa.
The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”). The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States absent registration under the Securities Act or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Securities have not been approved, disapproved or recommended by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities referred to in the Materials (the “Offering”) or the accuracy or adequacy of the Materials. Any representation to the contrary is a criminal offence in the United States. There will be no public offering of the Securities in the United States. Subject to certain limited exceptions, the Materials should not be viewed by any persons resident or physically located in the United States or any person that is a U.S. person (within the meaning of Regulation S under the Securities Act).
The Securities will not be registered under applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Hong Kong, Japan or South Africa. Accordingly, unless an exemption under the relevant securities law is applicable, the Securities may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction.
Any person who wishes to view the Materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Materials on this webpage or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage.
The Materials are directed only at and may only be communicated to: (i) persons in the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Article 2(e) of EU Regulation 2017/1129 2003/71/EC (“Qualified Investors”); (ii) any person in the United Kingdom, who are persons falling within Article 49(2)(a) to (d) (‘high net worth companies, unincorporated associations etc.’) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or who have professional experience in matters relating to investments falling within Article 19(5) of the Order; and (iii) persons outside of the United Kingdom and the EEA who can lawfully access such Materials (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which the Materials relate is only available to Relevant Persons. Any person who is not a Relevant Person, or is not otherwise permitted under applicable law or regulation to access the Materials, should not act or rely on the Materials.
Basis of Access
Access to the Materials is for information purposes only. Any person seeking access to the Materials represents and warrants to the Company that they are doing so for information purposes only.
Making press announcements and other documents available in electronic format does not constitute or form part of an offer to sell or the solicitation of an offer to buy securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities of the Company.
Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, released or otherwise forwarded, published, distributed, transmitted or sent in or into the United States, Australia, Canada, Hong Kong, Japan or South Africa and persons receiving such documents (including custodians, nominees and trustees) must not publish, distribute, forward, transmit or send them in, into or from the United States, Australia, Canada, Hong Kong, Japan or South Africa. The Company and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
The Materials include statements that are, or may be deemed to be, “forward looking statements”. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”, “targets”, “predicts”, “projects”, “assumes”, “expects”, “intends”, “plans”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology or by their context. These forward-looking statements include all matters that are not historical facts. They appear in a number of places and include, but are not limited to, statements regarding the Group’s intentions, beliefs or current expectations concerning, amongst other things, the Group’s business, results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition and liquidity, and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements set out in the Materials. Past performance of the Company cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of the Materials and the Company and each of its directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in the Materials. No statement in the Materials is intended to be a profit forecast. As a result, you are cautioned not to place any undue reliance on such forward-looking statements. In addition, even if the results of operations, financial condition and liquidity of the Group, and the development of the industry in which the Group operates, are consistent with the forward-looking statements set out in the Materials, those results or developments may not be indicative of results or developments in subsequent periods.
The information contained in the Materials is not comprehensive. Although care has been taken by the Company in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this webpage. No reliance may be placed for any purpose whatsoever on the information or opinions contained in the Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein.
All information is provided without any warranties of any kind and the Company and each of its directors, officers, employees, agents, affiliates or advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and each of its directors, officers, employees, agents, affiliates or advisers assumes no responsibility to you or any third party for the consequences of any errors or omissions. The Company does not accept any responsibility, obligation or liability whatsoever for any direct or indirect or consequential loss or damages of any kind resulting from any use of or reliance on this webpage or any information contained in it.
By clicking on the “AGREE” button, you represent and warrant that you are authorized to access the information and documents on this webpage without being subject to any legal restriction and without any further action required by the Company.
By clicking on the “AGREE” button, you represent and warrant that you have read, understand and agree to comply with all of the restrictions set forth above.
By clicking on the “AGREE” button, you represent and warrant that you have read and understood the information set forth above, are not resident or physically present in the United States (unless you able to make the representations in the following paragraph), Australia, Canada, Hong Kong, Japan or South Africa, are not acting on behalf of someone who is resident or physically present in the United States (unless you able to make the representations in the following paragraph), Australia, Canada, Hong Kong, Japan or South Africa and agree that you will not transmit or otherwise send any information contained in the Materials (either in whole or in part) to any person in the United States, Australia, Canada, Hong Kong, Japan or South Africa or to publications with a general circulation in the United States, Australia, Canada, Hong Kong, Japan or South Africa. You agree to be bound by its terms, that you are permitted to proceed to electronic versions of the Materials, and that breach of these certifications could mean that you are in breach of applicable laws or regulations.
By clicking on the “AGREE” button, you represent and warrant that, if you are resident or physically present in the United States, (i) you are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (ii) if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) you have sole investment discretion with respect to each such account and (c) you have full power and authority to make the acknowledgments, representations, warranties and agreements herein on behalf of each such account and (iii) you acknowledge that the materials relate to a transaction that is not subject to, or is only available in the United States pursuant to an exemption from, the registration requirements of the Securities Act.
By clicking on the “AGREE” button, you are confirming that the certifications made are accurate and that you would like to access the materials. You agree that the materials you receive are for your own use and will not be distributed to any person outside of your organisation.