MARSTON'S PLC ANNOUNCES A PROPOSED PLACING OF APPROXIMATELY 9.9% ISSUED SHARE CAPITAL
Marston's PLC ("Marston's" or the "Company") today announces its intention to conduct a non-pre-emptive cash placing of approximately 57.6 million new ordinary shares in the Company to institutional investors (the "Placing"), which represents approximately 9.9% of the Company's issued share capital (excluding treasury shares). J.P. Morgan Securities PLC, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and Numis Securities Limited ("Numis") are acting as joint bookrunners (the "Bookrunners").
The Company has also announced today that it has agreed to acquire the Charles Wells Brewing and Beer Business from the Charles Wells Group for a cash consideration of £55 million, plus working capital adjustments, representing 5.5x EBITDA post synergies. Based in Bedford, Charles Wells Brewing and Beer Business is an established high quality brewing business with a portfolio of more than 30 beers including leading brands such as Bombardier, Young's and McEwan's. In addition, the business has UK distribution rights for the Estrella Damm lager brand and other beers under license including Kirin and Erdinger (see separate announcement).
The Company also announced today the agreement to acquire seven pubs in strong locations to enhance its Destination and Premium estate for a consideration of £13m with a refurbishment investment of £3m, representing 7.8x post investment EBITDA.
Both of these acquisitions (the "Acquisitions") are expected to complete in June 2017.
The Acquisitions are expected to deliver a combined ROIC in excess of 15% in the first full year and to be EPS neutral in the first full year and accretive thereafter. Pro forma Net debt:EBITDA is expected to reduce by 0.3x post completion of the Acquisitions.
In addition, Marston's is today issuing its interim results covering the 26 weeks ended 1 April 2017 (see separate announcement).
Background to the placing - use of proceeds
The net proceeds from the Placing will be used to fund the consideration for the Acquisitions.
The Placing is not conditional upon completion of the Acquisitions. In the event that the Acquisitions do not complete, Marston's will retain the net proceeds of the Placing for potential investment opportunities and general corporate purposes.
The Placing
The Placing is subject to the terms and conditions set out in the Appendix. The Bookrunners will commence a bookbuilding process in respect of the Placing ("Bookbuild"). The book will open with immediate effect following this announcement.
The price per ordinary share at which the Placing Shares (defined below) are to be placed (the "Placing Price") will be decided at the close of the Bookbuild. The timing of the closing of the Bookbuild, the Placing Price and allocations are at the discretion of Marston's and the Bookrunners. When issued, the Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of 7.375 pence each in the share capital of the Company, including the right to receive all dividends (including the interim dividend of 2.7p per share announced today) and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.
Application will be made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00am on 22 May 2017 (or such later date as may be agreed between the Company and the Bookrunners). The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional on the placing agreement between the Company and the Bookrunners not being terminated.
The Appendix to this announcement (which forms part of this announcement) sets out further information relating to the Bookbuild and the terms and conditions of the Placing.