THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, JAPAN, NEW ZEALAND, SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
11 March 2021
Mitchells & Butlers plc
LEI no. 213800JHYNDNB1NS2W10
Results of General Meeting
Mitchells & Butlers plc ("M&B" or the "Company") announces that, at the General Meeting held earlier today, the resolutions set out in the Notice of General Meeting (the "Resolutions") contained within the combined prospectus and circular published by the Company on 22 February 2021 (the "Prospectus") were duly passed without amendment by a poll.
The number of votes 'for' and 'against' each of the resolutions put before the General Meeting and the number of votes 'withheld' were as follows:
|No. of Votes||%||No. of Votes||%||No. of Votes|
|1||Authority to allot||343,754,723||93.15||25,265,577||6.85||369,020,300||85.96||93,038|
|2||Authority to apply discount||343,739,752||93.16||25,236,029||6.84||368,975,781||85.95||134,927|
|3||Authority to implement the Open Offer||343,840,733||93.18||25,174,212||6.82||369,014,945||85.96||86,898|
1 A vote withheld is not a vote in law and is not counted in the calculation of the votes 'For' or 'Against' a resolution.
2 The number of ordinary shares in issue on 9 March 2021 was 429,281,469 Shareholders are entitled to one vote per share.
The passing of the Resolutions will enable the Company to proceed with the Open Offer to raise, in aggregate, gross proceeds of approximately £351 million. The Open Offer remains conditional on the satisfaction of certain conditions in the Underwriting Agreement and Admission of the New Shares to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange plc occurring at or before 8.00 a.m. on 12 March 2021 (or such later time and/or date as the Company and the Global Co-ordinator may agree, being not later than 31 March 2021).
Applications have been made to the Financial Conduct Authority for 166,911,444 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for such New Shares to be admitted to trading on the main market for listed securities. These New Shares will be issued under authorities granted by the Resolutions at today's General Meeting. It is expected that Admission will take place and that dealings in the New Shares will commence at 8.00 a.m. on 12 March 2021.
A copy of the Resolutions passed at the General Meeting will be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2R and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms not otherwise defined in this announcement shall have the meaning set out in the Prospectus.
The person responsible for arranging for the release of this announcement on behalf of Mitchells & Butlers plc is Greg McMahon.
A copy of this announcement will be available to view on the Company's website at www.mbplc.com.
Mitchells & Butlers plc
Tim Jones, Chief Financial Officer
Tel: +44 (0) 121 498 6112
Gabby Shilvock, Investor Relations
Tel: +44 (0)121 498 6514
Financial Adviser, Global Co-ordinator, Joint Bookrunner, Corporate Broker and Sponsor Morgan Stanley
Tel: +44 (0) 20 7425 8000
Rothschild & Co
Tel: +44 (0) 20 7280 5000
Pushpjit Singh Malik
Tel: +44 (0) 20 7991 8888
Santander Equity Syndicate
Tel: +34 692 206 356
Tel: +44 (0) 20 7251 3801
Each of Morgan Stanley and HSBC are authorised and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority ("PRA") and the Financial Adviser is authorised and regulated in the United Kingdom by the FCA. Santander is authorised and regulated by the Bank of Spain and subject to supervision by the Bank of Spain and the European Central Bank and to limited regulation by the FCA and PRA. None of the Underwriters or the Financial Adviser will regard any person (whether or not a recipient of this announcement) other than the Company as its customer in relation to the Open Offer and none of them will be responsible for providing the protections afforded to its customers to any other person or for providing advice to any other person in relation to the Open Offer.
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, this announcement, the Prospectus and the Application Forms should not be distributed, forwarded to or transmitted in or into the United States or any other Excluded Territory.
The New Shares, Open Offer Entitlements and Excess Open Offer Entitlements have not been and will not be registered under the US Securities Act of 1933, or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the United States. There will be no public offer of the New Shares, Open Offer Entitlements and Excess Open Offer Entitlements in the United States. This announcement and any other document relating to the Open Offer may not be sent into, distributed or otherwise disseminated (including by custodians, nominees or trustees or others that may have a contractual or legal obligation to forward such documents) in the United States by use of the mails or by any means or instrumentality of interstate or foreign commerce (including, without limitation, email, facsimile transmission, the internet or other form of electronic transmission) or any facility of a national securities exchange of the United States.
Copies of the Prospectus are available on the Company's website at www.mbplc.com/investors/capitalraise. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
This announcement is released by Mitchells & Butlers plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal Act) 2018 ("UK MAR"), encompassing certain information relating to the Open Offer and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR.