Source - RNS
RNS Number : 1961G
Whitbread PLC
22 July 2019

Results of Tender Offer

22 July 2019 

Whitbread's £2.5 billion return of capital programme complete, with results of Tender Offer

·   £2 billion to be returned to shareholders via the purchase of 40,225,261 Ordinary Shares at a strike price of 4,972 pence per share

·   Successful completion of Whitbread's capital return programme with a total of £2.5 billion returned, including the Tender Offer and previous share buyback programme


Results of the Tender Offer

Whitbread PLC ("Whitbread" or the "Company") today announces the results of the Tender Offer, which was set out in a circular published by the Company on 31 May 2019 (the "Circular") and closed at 1:00 p.m. on Friday 19 July 2019.

The details of the Tender Offer are as follows:

·   40,225,261 Ordinary Shares were successfully tendered by Qualifying Shareholders and, subject to the remaining Conditions described in paragraphs 2.1(D) and 2.1(E) of Part III of the Circular being satisfied, will be purchased by Morgan Stanley on Tuesday 23 July 2019 at a price per share (referred to as the "Strike Price") of 4,972 pence per Ordinary Share, for a total cost of £2 billion; 

·   the number of Ordinary Shares successfully tendered represents approximately 21 per cent. of the Issued Ordinary Share Capital of the Company; and 

·   the Strike Price represents the Average VWAP plus an amount equal to 2 per cent. of Average VWAP (rounded down to the nearest whole penny).

As set out in the Circular, it is expected that the Tender Offer will become unconditional at 7:00 a.m. on 23 July 2019 and following the Tender Offer becoming unconditional the Company will make an announcement to that effect through a Regulatory Information Service.

The Tender Offer was oversubscribed and the aggregate value of the Ordinary Shares validly tendered by Shareholders at a price below or at the Strike Price (or as Strike Price Tenders) exceeded £2 billion. In line with the procedures set out in the Circular, as the aggregate number of all Ordinary Shares validly tendered by Shareholders at or below the Strike Price exceeds £2 billion, tenders will be accepted as follows:

·    all Ordinary Shares validly tendered at a price below the Strike Price or tendered as a Strike Price Tender will be accepted and purchased in full;

·    Ordinary Shares validly tendered at the Strike Price of Average VWAP plus 2 percent will be scaled down such that the total cost of Ordinary Shares purchases pursuant to the Tender Offer does not exceed £2 billion. This will mean that approximately 66.8% of Ordinary Shares validly tendered at the Average VWAP plus 2 per cent will be accepted and purchased; and

·    all Ordinary Shares tendered at a price higher than the Strike Price, being the Average VWAP plus 3 per cent and Average VWAP plus 4 per cent, will be rejected and will not be purchased in the Tender Offer.   

Further information on the scaling down arrangement that apply is contained at paragraphs 2.16 and 2.19 of Part III of the Circular. Shareholders will be notified in due course about the level of their shareholdings in the Company, following the Tender Offer. 

It is anticipated that the proceeds payable to Qualifying Shareholders for certificated Ordinary Shares purchased under the Tender Offer will be despatched as a cheque or, where applicable, made as a Bacs payment on 30 July 2019. It is anticipated that the proceeds payable to Qualifying Shareholders who hold uncertificated Ordinary Shares will be credited to their CREST accounts on 30 July 2019.


Capital return programme completed

Whitbread has previously announced its plans to return £2.5 billion surplus capital to shareholders, unless more value creating alternatives arose. The first phase was a share buyback programme conducted from 17 January 2019 to 10 May 2019. This first phase completed with a total of £482 million of Ordinary Shares repurchased.

The second phase is the Tender Offer, which will result in £2 billion of Ordinary Shares being repurchased. This means the total returned to date is £2.5 billion and, therefore, the Company is not planning any further returns of capital.


For more information please contact:

Investor queries

Matt Johnson, Whitbread PLC | [email protected].com  class="kn">[email protected].comHTMLPIPESYMBOL +44 (0) 7796 709 087

Amit Mistry, Whitbread PLC hitbread">[email protected].com"mailto:[email protected]">[email protected].com HTMLPIPESYMBOL +44 (0) 7848 146 761

David Allchurch / Jessica Reid, Tulchan Communications rgan Stanley, J.P. Morgan Cazenove

Legal adviser HTMLPIPESYMBOL Slaughter and May







Cautionary statement regarding forward-looking statements


Average VWAP

the arithmetic average of the Daily VWAPs for the Trading Days comprising the Relevant Trading Period, as determined by Morgan Stanley (acting reasonably and on the basis of industry standard metrics and information);

Bacs payment

payment by means of the electronic payment system operated by Bacs Payment Schemes Limited;

Board or Directors

the board of directors of Whitbread;

certificated or in certificated form

recorded on the Register as being held in certificated form (that is, not in CREST);

Company or Whitbread

Whitbread PLC, a public limited company incorporated in England and Wales with registered number 04120344, whose registered office is at Whitbread Court, Houghton Hall Business Park, Porz Avenue, Dunstable, Bedfordshire LU5 5XE;


the paperless settlement procedure operated by Euroclear enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;

Daily VWAP

the daily volume-weighted average price per Ordinary Share for a particular Trading Day as derived from the trading in the Ordinary Shares on the Main Market on the relevant Trading Day and taken from Bloomberg page VWAP (or such other Bloomberg page that may replace it from time to time) with Custom Condition Codes referencing all electronically matched trades automatically executed on the Main Market, including all trades executed during the opening and closing auctions on the Main Market but excluding any off-order book transactions (and where any such matters require the exercise of discretion, such discretion shall be exercised by Morgan Stanley (acting reasonably and on the basis of industry standard metrics and available information));

Disclosure Guidance and Transparency Rules

the disclosure guidance and transparency rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time;


Euroclear UK & Ireland Limited, the operator of CREST;

FCA or Financial Conduct Authority

the Financial Conduct Authority of the United Kingdom;

Financial Advisers

J.P. Morgan Cazenove and Morgan Stanley together;


Financial Services and Markets Act 2000, as amended from time to time;


Whitbread together with its subsidiaries and subsidiary undertakings;

Issued Ordinary Share Capital

the Company's issued ordinary share capital, excluding any treasury shares and excluding, for the avoidance of doubt, the B Shares (as defined in the articles of association of the Company) and C Shares (as defined in the articles of association of the Company);

J.P. Morgan Cazenove

J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove);

Listing Rules


the listing rules made under Part VI of FSMA (and contained in the FCA's publication of the same name), as amended from time to time;

London Stock Exchange

London Stock Exchange plc;

Main Market

the main market for listed securities maintained by the London Stock Exchange;

Market Abuse Regulation

Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse;

Minimum Price

an amount (in pence per Ordinary Share) equal to Average VWAP (rounded down to the nearest whole penny);

Morgan Stanley

Morgan Stanley & Co. International plc;

Ordinary Shares

ordinary shares with a nominal value of 76 122/153 pence each in the capital of Whitbread (or, where the context requires, with such other nominal value as an ordinary share in the Company may have following any Share Consolidation);

Price Cap

£50.00 per Ordinary Share;

Qualifying Shareholders

Shareholders other than those with a registered address in any of the Restricted Jurisdictions;

Regulatory Information Service

one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information from listed companies;

Restricted Jurisdictions

Australia and New Zealand;


holders of Ordinary Shares from time to time;

Strike Price

the per share price at which Morgan Stanley will purchase Ordinary Shares pursuant to the Tender Offer, which will be determined in accordance with the provisions set out in the Circular and which in any event shall not exceed the Price Cap;

Strike Price Tender

a tender of Ordinary Shares at the Strike Price rather than at a specific price within the Price Range;


has the meaning given to that term in section 1159 of the Companies Act 2006;

subsidiary undertaking

has the meaning given to that term in section 1162 of the Companies Act 2006;

Trading Day

any day on which the Main Market is ordinarily scheduled to open for trading during normal market hours;

UK or United Kingdom

the United Kingdom of Great Britain and Northern Ireland;

uncertificated or in uncertificated form

recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; and


volume-weighted average price.


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