Unanimous rejection of Marlowe plc’s 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 August 2021

Restore plc

 

Unanimous rejection of Marlowe plc's proposal

 

The Board of Restore plc (AIM: RST) ("Restore"), the UK's leading provider of integrated information and data management services, secure technology recycling, and commercial relocation solutions, refers to its announcement of 22 July 2021 (the "Rejection Announcement"), and its unanimous rejection of Marlowe plc's ("Marlowe") unsolicited, highly conditional, non-binding possible offer announced on 22 July 2021 (the "Marlowe Proposal"). Capitalised terms in this announcement, unless otherwise defined, have the same meanings given to them in the Rejection Announcement.

·      Highly opportunistic approach from Marlowe

 

·      Unanimously rejected by the Restore Board:

 

o  Significantly undervalues Restore, considering its current and future prospects.

 

o  Transaction structure, with its very high (87%) Marlowe equity element, brings material uncertainty and risk to Restore's shareholders.

 

o  The combination of Marlowe and Restore not strategically compelling.

 

·      The Board believes that a combination with Marlowe would dilute Restore's quality of earnings and cash generation and constrain Restore's investment-driven growth opportunity

 

·      Significant shareholder support against the Marlowe Proposal:

 

o  As announced on 3 August 2021, seven shareholders representing 33.3 per cent. of Restore's issued share capital have stated that they do not intend to accept an offer on the terms set out in Marlowe's possible offer announcement dated 22 July 2021.

 

·      Restore is exceptionally well placed to create significant shareholder value as a standalone business:

 

o  Clear successful strategy to continue to grow through organic expansion, strategic acquisitions and margin improvement.

o  Attractive business with strong fundamentals and substantial financial capacity for investment.

o  Leading positions in growing fragmented markets but only 13% market share, space to expand.

o  Strong technology platform developed and thought leadership role in all our markets.

o  Continuous improvement plan delivering margin enhancement and high customer satisfaction.

o  Transformative agenda in high potential markets in Digitisation and Technology recycling sectors.

o  Strong management with significant transformation, sales and digital experience.

o  Significant strategic and financial momentum shown in strong H1 2021 performance providing confidence in execution.

 

Accordingly the Board of Restore reiterates its unanimous rejection of the Marlowe Proposal:

·      the Marlowe Proposal significantly undervalues Restore, considering its current and future prospects;

·      the structure of the Marlowe Proposal, with its very high Marlowe equity element, is not in the best interests of Restore shareholders; and

·      the combination of Marlowe and Restore is not strategically compelling.

The Board is focused on maximising value for shareholders, and considered the Marlowe Proposal in detail, taking into account an established valuation framework. The Board concluded that the Marlowe Proposal fell significantly short of a level that would merit engagement and the granting of due diligence access.

 

Given that the Marlowe Proposal significantly undervalues Restore and its future prospects, has an unattractive structure and is accompanied by a strategic rationale with which it fundamentally disagrees, the Board has unanimously rejected the Marlowe Proposal.

 

The Board of Restore considers the Marlowe Proposal to be highly opportunistic and shareholders are strongly advised to take no action in relation to the Marlowe Proposal.

 

 

Martin Towers, Non-Executive Chairman of Restore, said:

 

"On behalf of the Board, I confirm that we unanimously reject Marlowe's opportunistic and unsolicited approach.  

 

Under the experienced leadership of Charles Bligh and his senior management team, the Board has every confidence in Restore's standalone prospects. Restore is performing exceptionally well as we continue to grow, winning market share, delivering strategic acquisitions and implementing our already successful strategy - all of which will create significant shareholder value. In summary, the combination of Restore and Marlowe is not strategically compelling, given that it would only result in creating an unfocused diversified business services conglomerate.

 

Marlowe's approach significantly undervalues Restore's current and future prospects and the Board believes that the structure, with a very significant element of Marlowe equity, brings material risk to Restore's shareholders. I would remind shareholders that only 71p of the Marlowe Proposal is in cash.

 

Shareholders are strongly advised to take no action in relation to the Marlowe Proposal."

 

 

The Board reached its conclusion to reject the Marlowe Proposal based on a number of important considerations:

 

1.   The Marlowe Proposal is highly opportunistic and seeks to capitalise on the short-term impact of the COVID-19 pandemic on the Company's valuation

 

The Board believes that the timing of Marlowe's interest is highly opportunistic when considering that Restore has demonstrated resilience, growth and clear strategic progress despite the short-term impact of COVID-19.

 

Following the delivery of a record underlying profit in calendar 2019 ("FY2019"), Restore's performance was significantly, albeit temporarily, impacted by the COVID-19 pandemic. In particular, the UK government's "lockdown" restrictions reduced activity levels in some, but not all, of Restore's business units, particularly in the second quarter of 2020.

 

As set out in the Company's FY2020 results, announced on 18 March 2021, Restore achieved a sustained increase in activity levels through the second half of 2020, with revenues recovering to above 90% of its pre-COVID level by the early part of FY2021.  Moreover, the Board also stated its anticipation that the Company would return to its established growth trajectory in 2021 and beyond.

 

In its FY2021 interim results, announced on 27 July 2021, Restore achieved a strong performance, ahead of the Board's expectations, with sustained momentum across the entire business and significant progress made on Restore's strategy to grow through organic expansion, strategic acquisition and margin enhancement through synergy and efficiency. Run rate revenues were £250m, 16% above pre COVID-19 levels and the Board reinstated its progressive dividend policy.

 

Restore is emerging from the pandemic as a larger, stronger business. The Board is highly confident in Restore's management and its standalone prospects, and believes that the Company is exceptionally well placed to create significant shareholder value.

 

2.   The Possible Offer fails to recognise Restore's successful strategy and significantly undervalues Restore's current and future prospects

 

The Board is highly confident in Restore's standalone prospects and in its ability to drive significant shareholder value as it pursues its successful growth strategy.

2.1  Restore has a clearly articulated growth strategy which is achieving tangible results

At Restore's Capital Markets Day on 6 November 2019, the new management team led by Charles Bligh, CEO, set out a clear strategy to capitalise on the Company's significant market opportunities and deliver long-term, significant profitable growth and cash generation through a combination of:

 

·      Organic growth - targeting at least a 4% annual increase in revenues;

·      Acquisitive growth - with a potential revenue consolidation opportunity of c.£800m;

·      Margin expansion - through continued improvement in operational efficiency and an identified cost reduction plan.

In 2019, the first financial year delivered by the current management team, Restore achieved immediate improvements from this strategy with organic revenue growth of 5%, underlying earnings growth of 13% and a 67% increase in cash generated from operating activities.

Notwithstanding the direct, short-term impact of the pandemic, the Board has remained committed to this strategy, with each of Restore's business units enhanced from an operational, commercial and financial perspective. This has enabled Restore to exit the pandemic as a larger, stronger company with accelerating growth.

2.2  Restore is well positioned to benefit from long-term structural growth trends having established leading positions in highly attractive markets

Restore provides mission critical and operationally complex services to a very broad private and public sector customer base of c.55,000 companies. The demand for these services has grown significantly, and the Board believes demand will continue to grow, driven by long-term structural drivers for Restore's customers, including:

·      the need to capture, store and retrieve increasing volumes of information securely and effectively;

·      the need to operate a comprehensive information management strategy that encompasses physical and digital records, as well as the transition to and from each;

·      the need to incorporate increasing use of Cloud, AI and other technologies;

·      the need to increase flexibility within their workforce and physical footprint, without compromising business effectiveness and security; and

·      the need to destroy surplus data securely, whilst also reducing their environmental impact by finding recycling solutions for both paper and IT information assets.

As a result, the Board believes that each of its markets will see volume growth into the medium term, ranging from low to mid-single digits. Restore is well positioned to capitalise on these opportunities with leading positions in these markets. Over the last 12 months, particular focus has been given to expanding the Company's position within Digital and Technology, which are the markets expected to enjoy the highest levels of organic growth, as well as being two of the most fragmented. During 2021, Restore has moved from the number 2 to number 1 position in both Digital and Technology, with increases in market share from 8% to 14% and 3% to 6%, respectively. With an overall market share of 13% Restore has significant room to grow in all of its markets.

2.3  Restore has invested in the last two years to create a stronger platform capable of supporting a larger business, easier acquisition integrations and generating higher returns

Led by the new management team, the infrastructure of the Company is significantly stronger than three years ago, with notable investment and improvement in; Health & Safety, customer satisfaction, people, M&A, financial governance, market reporting and ESG.

2.4  Restore's acquisition strategy is delivering an increasing and meaningful contribution to shareholder value creation

With a pause in acquisition activity in 2019 based on clear shareholder feedback to focus on improving the underlying business, the Board intended to resume acquisitions in H1 2020 but was forced to again pause during the period of peak COVID uncertainty. Since July 2020, the Company has accelerated investment to enhance growth and expand Restore's capabilities:

·      Six acquisitions completed, across the Technology, Digital and Records Management businesses for a total consideration of c.£85m, which have enhanced earnings and accelerated the Company's capability roadmap in areas such as a Digital Mailroom, Cloud Services and Business Process Outsourcing;

·      Extensive near-term pipeline of further opportunities and active discussions in train with more than 25 potential target companies, representing aggregate revenues in excess of £75m. A number of acquisitions have the potential to be executed in H2 2021 and, although this is dependent on a number of factors, acquisition investment could be between £20m and £30m in the remainder of 2021;

·      Potential longer-term acquisition landscape represents revenues of c.£800m across c.150 target companies, with Restore's strong earnings base and cash generation providing capacity for sustained inorganic investment.

2.5  Restore has a highly digital and experienced management team

The current management team, with Charles Bligh, CEO, appointed in April 2019 and Neil Ritchie, CFO, in October 2019, have together brought a renewed growth mindset, digital transformation expertise and fresh disciplines and impetus to Restore. They have strengthened internal structures and set out and executed successfully a new, focussed strategy. Despite the impact of the pandemic, this enhanced quality has returned Restore to strong growth and to record revenue run rate levels.

Furthermore, each of the Company's business units have had their management teams strengthened at a senior level, the success of which is evident from Restore's improved performance. New appointments across all business units have brought additional expertise in the fast-growing areas of digital transformation and sales leadership. Together the new team has the depth and breadth to be far more focused, and better incentivised, on growing profitability through commercial excellence, accretive acquisitions which are effectively integrated and strong cost and operational discipline.

 

3    The Marlowe Proposal has a flawed combination rationale which the Board believes carries significant execution risk and will not generate value for Restore shareholders

 

The Board has considered the rationale put forward by Marlowe and fundamentally disagrees with the assertion that the combination would create an enhanced platform, capable of generating significant incremental value for Restore shareholders. Furthermore, the operational integration upon which the strategy relies cannot, in the Board's view, be executed.

 

Whilst Restore and Marlowe both provide some of the many mission critical and valuable "business services" that UK public and private sector organisations utilise, the businesses are fundamentally different:

 

·      The Business Models are different: Restore stores/processes assets, Marlowe is an auditing and consulting business.

·      The Operating Models are different: Restore's business is mainly based around off-site processing, Marlowe mainly consults with an on-site focussed model.

 

Given the fundamentally different business models, the Board believes that Marlowe's commercial and operational benefits for a combined business cannot be achieved.

 

3.1  The Board believes that statements regarding "similar channels to market" and the potential for a combined Marlowe/Restore group to provide "a comprehensive package of essential compliance and information services" are not reflective of the procurement structures of Restore's client base

Whilst the same company or public sector organisation might procure services from both Marlowe and Restore, procurement decision makers are in many cases very different. The Group's services tend to be procured by a specific function (for instance IT, Information Management, Facilities) or business line for whom it is relevant and these decision makers are not typically in a position, or empowered, to make procurement decisions relating to wider, unrelated or bundled services.

 

The Group's sales approach is built around aggressive acquisition of new customers and focussed account management with excellent service levels driving high retention. Whilst there is a clear and effective focus on "up selling" related services, this is not the principal driver of Restore's commercial strategy, and the Board does not believe that there is a significant opportunity to cross-sell Marlowe and Restore's services. The channels to market are very different and market demand demonstrates that customers do not want holistic services.

 

3.2  Marlowe states that the businesses are "operationally aligned businesses (route-based mission critical services)" which implies there could be route density synergies and ease of integration; this is fundamentally flawed in the Board's view

 

Whilst both businesses deliver some services that require the movement between client sites and thus are optimised on the basis of route density and efficiency, the nature of these services is very different, with highly varied requirements for time on client sites and potentially differently qualified operatives to undertake different tasks. Restore staff want to pick up the IT recycling, records or paper to shred and quickly leave for the next pickup and not spend time certifying or auditing an office. Consequently, the Board believes that attempting to combine the delivery of these services would actually risk diminishing, rather than enhancing, route density efficiencies.

 

Given the different business models of the two companies, the Board believes genuine operational synergies would be very limited and therefore cost savings are likely to be restricted to the potential elimination of a small number of central and plc resource duplication.

 

3.3  The Board considers Marlowe's assertion that a combination would "reinvigorate Restore's strategy … begin Restore's evolution into the Intelligent Information Management space" demonstrates a lack of understanding of the progress in Restore's existing digital strategy and capability, as well as flawed analysis on the attractiveness of certain aspects of the IIM market

 

The Board considers its Digital Strategy to be well advanced and, critically, focussed on the service elements that offer the best returns profile for the Company. There is a strong management team in place which has devised this strategy and is well equipped to continue its delivery. Charles Bligh, Restore's CEO, has c.30 years' experience in the international IT and Telecommunications industries, Neil Ritchie, CFO, also has experience in globally innovative businesses, with the divisional MDs having a further combined 100+ years' experience in the IT and Digital sectors.

 

Through a combination of a successful organic growth strategy and accretive acquisitions, Restore has already established itself as the market leader in the Digital segment and has capability in the ten elements noted as important in Marlowe's IIM strategy. Furthermore, the recent acquisition of EDM has significantly enhanced the Group's offering in higher margin and growing Cloud, AI and business process outsourcing services. We also note that the Marlowe suggested IIM strategy is not new but rather a group of concepts which date back many years as seen in AIIM articles in 2017.

 

Marlowe also states in its IIM plan that Software Erasure technology used in the IT recycling business would be a market opportunity.  Restore reviewed this technology segment 18 months ago and concluded that it was saturated with little differentiation between participants, with a low cost to procure. Moreover, Restore concluded that a vertical integration strategy is flawed in concept, and would destroy value as any acquisition would quickly lose most of its customers given Restore would compete with them. The Board believes that the inclusion of this and other concepts within Marlowe's suggested wider IIM strategy indicate either a lack of understanding of this market or a lower level of desired return from this important part of the business.

 

3.4  Whilst Marlowe asserts that an enlarged Group would have greater capacity to invest through significantly enhanced cashflow, the Board believes that a combination of the businesses would dilute Restore's quality of earnings and cash generation and constrain Restore's investment-driven growth opportunity

Over each of the last two years, Restore has demonstrated its ability to generate strong underlying margins and free cashflow, in each case to an appreciably higher level than Marlowe. As such, the Board believes that, if the proposed transaction was to take place, Restore's substantial investment-driven growth opportunity is likely to be very significantly adversely impacted.

 

Marlowe also states that the combined operating cashflow of the enlarged Group of c.£80 million "can increase the rate and scale of acquisition". The Board is of the view that the £80m figure quoted is not the available cash to invest in acquisitions as it is stated before deducting acquisition and restructuring costs, leases and capex. Adjusting for these items, the amount for acquisitions is less than half the £80m. The Board also notes that Marlowe intends to fund the cash element of the Possible Offer with debt which may curtail acquisitions for some years as leverage is reduced.

 

3.5  The Board believes that Marlowe's assertion that its management team's prior knowledge of elements of the Restore business make them better placed to deliver value creation from the Restore business to be fundamentally wrong

The Board has absolute confidence in its executive team and believes that, in Charles and Neil, together with the significantly strengthened wider management team, the Group has an exceptionally strong talent base from which to drive accelerating value creation for the business. Restore has undergone considerable transformation over recent years led by Charles Bligh and the new management team and it is no longer the business that Marlowe's management team think they know.

 

Whilst some of Marlowe's senior management were formerly at Restore, this experience was, at its most recent, more than two years old (and over 8 years ago in the case of Marlowe's CEO) and did not encompass most of what now constitute the Digital and Technology businesses. The Board believes that its management team's significant and wide experience in large, operationally complex and technology-focussed businesses makes them ideally positioned to lead a dynamic strategy based on commercial, digital and operational excellence, alongside an ambitious but disciplined acquisition programme.   

 

3.6  The proposed combination with Restore is difficult to reconcile with Marlowe's stated M&A strategy

 

In its Capital Markets Day presentation on 17 February 2021, Marlowe stated that its potential UK addressable market was £6.8bn, with a further "wider compliance universe" of c.£5bn. In the last 6 months, Marlowe has acquired 13 companies for, in aggregate, £77.1m (excluding deferred consideration), with an average value of £5.9m. Set against this strategy, the Board would highlight the following points:

 

·      Restore's businesses do not form part of Marlowe's stated addressable target markets;

·      Whilst at the time of its Capital Markets Day, Marlowe stated that it had made contact with c.250 potential acquisition targets, no contact had been made with Restore or its underlying businesses;

·      An acquisition of Restore would be of a size, scale and complexity which Marlowe has no experience of undertaking and integrating.

 

4.   The Marlowe Proposal contains a high proportion of consideration payable in Marlowe shares (87%) which brings material risk to Restore shareholders

 

Given the very high equity element of the Marlowe Proposal (which could close to double Marlowe's issued share capital) the Board draws attention to the following factors:

 

·      Realisation risk: With only 13% of the Marlowe Proposal payable in cash, Restore shareholders would only see a limited guaranteed realisation of their investment. Whilst the number of Marlowe shares in issue would increase as a result of the Marlowe Proposal, there can be no certainty that liquidity would improve significantly and, consequently, Restore shareholders may not be able to realise their holding in Marlowe consideration shares quickly or at a value equivalent to the implied terms of the Marlowe Proposal.

 

·      Valuation risk: After a long period of relatively stable performance, Marlowe's share price has increased very significantly since March 2020. As such, the Board believes there is a risk that the value of Marlowe's shares may decrease.

 

·      Income risk: Restore operates a progressive dividend policy as part of the Board's desire to provide an attractive total return for shareholders and announced an interim dividend of 2.5 pence per share at the time of its 1H 2021 results on 27 July 2021. The Board notes that Marlowe does not appear to operate a dividend policy and may not be able to pay dividends to shareholders in the near term given the absence of available distributable reserves.

 

·      Integration risk: Should a transaction take place on the terms of the Marlowe Proposal, Restore shareholders would see the majority of their investment in Restore transfer into Marlowe shares, and Marlowe's leadership team would assume strategic and management responsibility for the enlarged Group. In light of the concerns over the strategic rationale, the Board believes a combination of the businesses would pose significant integration risk which in turn could adversely impact the value of Marlowe shares in the future.

 

·      Other: Given the Board's unanimous rejection of the Marlowe Proposal on valuation and strategic grounds, it has not undertaken detailed due diligence on Marlowe, which would be a pre-requisite to any transaction that included a material equity consideration component. However, having reviewed publicly available information on Marlowe, the Board notes several material differences between the two businesses including, inter alia, as regards accounting policies, the recognition of non-underlying items and executive incentivisation which would need to be considered in detail before the Board would be able to conclude any view as to the value of the Marlowe equity element.

 

Conclusion

The Board of Restore reiterates its unanimous rejection of the Marlowe Proposal:

·      the Marlowe Proposal significantly undervalues Restore, considering its current and future prospects;

·      the structure of the Marlowe Proposal, with its very high Marlowe equity element, is not in the best interests of Restore shareholders; and

·      the combination of Marlowe and Restore is not strategically compelling.

The Board remains highly confident in Restore's management and its standalone prospects. Restore is performing exceptionally well as it continues to grow, winning market share, delivering strategic acquisitions and implementing its already successful strategy, all of which will create significant shareholder value.

We have received significant shareholder support, with seven shareholders representing 33.3 per cent. of Restore's issued share capital stating that they do not intend to accept an offer on the terms set out in Marlowe's possible offer announcement dated 22 July 2021.

The Board of Restore considers the Marlowe Proposal to be highly opportunistic and Restore shareholders are strongly advised to take no action in relation to the Marlowe Proposal.

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

Canaccord Genuity Limited (Financial Adviser to Restore)	www.cfg.com
Chris Robinson / Edward Halfon	+44 20 7523 8000
Peel Hunt LLP (Nominated Adviser and Broker)	www.peelhunt.com
Mike Bell / Ed Allsopp	+44 20 7418 8900
Buchanan Communications (Media Relations)	www.buchanan.uk.com
Charles Ryland / Vicky Hayns / Tilly Abraham	+44 20 7466 5000 +44 20 7466 5107

Sources and bases of information

Unless otherwise stated:

·      Information relating to Restore has been extracted or derived from the audited report and accounts of Restore for the years ended FY18, FY19 and FY20, the unaudited interim financial statements of Restore for the six months ended HY19, HY20 and HY21, other material made publicly available by Restore, including the Capital Markets Day presentations of 6 November 2019 and 12 November 2020.

·      Information relating to Marlowe has been extracted or derived from the audited report and accounts of Marlowe for the years ended FY19, FY20 and FY21, the unaudited interim financial statements of Marlowe for the six months ended HY19, HY20 and HY21 and other material made publicly available by Marlowe, including the Capital Markets Day presentation of 17 February 2021.

·      Information relating to the Marlowe Proposal is sourced from the Rule 2.4 announcement released by Marlowe on 22 July 2021 and other material made publicly available by Marlowe.

·      Marlowe's share price information has been sourced from S&P Capital IQ.

 

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 4 August 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.