Rejection of conditional non-binding proposal

STATEMENT RE POSSIBLE OFFER

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

22 July 2021

Restore plc

Statement re. rejection of conditional non-binding proposal

The Board of Restore plc ("Restore" or the "Company") notes the announcement by Marlowe plc (Marlowe) of a possible offer for Restore earlier this morning and confirms that it has received two unsolicited, highly conditional, non-binding proposals from Marlowe in relation to a possible offer for the entire issued, and to be issued, share capital of the Company. 

The first proposal, received on 21 June 2021, was at 515 pence per Restore share, of which 71 pence would be in cash, the remainder in new Marlowe shares (the "Original Approach").  The Board, together with its advisers, considered the Original Approach in detail, and unanimously concluded that it significantly undervalued Restore considering its current and future prospects.  The Board also unanimously concluded that the structure of the Original Approach, with its very low cash element, was not in the best interests of Restore shareholders.  Accordingly, the Board unanimously rejected the Original Approach on 22 June 2021.  

The second proposal, received on 28 June 2021, increased the possible offer by less than 3 per cent., to 530 pence per Restore share, of which 71 pence would be in cash, the remainder in new Marlowe shares (the "Second Approach").  As the Second Approach did not represent any material improvement to the Original Approach, the Board unanimously rejected the Second Approach on 5 July 2021 on the same basis.

The Board notes that the terms of the possible offer announced today by Marlowe are substantially the same as those of the Second Approach.

The Board remains highly confident in Restore's standalone prospects through its clearly articulated strategy to generate significant shareholder value through sustained organic growth, material margin improvement through scale, synergy and operational efficiency and the substantial acquisition opportunities that exist in the markets in which it operates.  The Board does not believe that the combination of Marlowe and Restore is strategically compelling.

Restore will announce its half year results on 27 July 2021.  In its Trading Update announced on 5 July 2021, Restore reported that trading continued to strengthen through the first half, with second quarter performance ahead of the Board's previous expectations.  This positive trend is evident across all of Restore's business units In addition, as a result of the strong first half performance and continued confidence in the Company's outlook, the Board confirmed its intention to reinstate its progressive dividend and pay an interim dividend in respect of the current financial year ending 31 December 2021.  The level of the interim dividend will be announced at Restore's half year results.

Shareholders are therefore strongly advised to take no action in relation to Marlowe's announcement of a possible offer for the Company.

There can be no certainty either that an offer will be made nor as to the terms of any offer, if made.  A further announcement will be made if and when appropriate.

As set out in Marlowe's announcement, in accordance with Rule 2.6(a) of the Takeover Code, Marlowe is required, by no later than 5.00 p.m. on 19 August 2021, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Takeover Code or announce that it does not intend to make an offer for the Company, in which case the announcement will be treated as a statement to which Rule 2.8 of the Takeover Code applies.  This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Takeover Code.

This announcement has been made without the consent of Marlowe.

The person responsible for arranging the release of this announcement on behalf of Restore is Sarah Waudby, Company Secretary.

Enquiries

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.restoreplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9 information 

In accordance with Rule 2.9 of the Takeover Code, Restore confirms that as at the close of business on 21 July 2021 its issued share capital consisted of 136,674,067 ordinary shares of 5 pence each. The International Securities Identification Number for Restore ordinary shares is GB00B5NR1S72.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.  Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.  The release, distribution or publication of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Restore who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Restore who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.  Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Restore and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Restore for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to the matters set out in this announcement.  

Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for Restore and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Restore for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.