Notice of General Meeting and Circular.Pdf
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your shares, please pass this document, together with the accompanying form of proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, so that they can pass on these documents onto the person who now holds the shares. If you are not sure what to do, please contact an appropriate independent professional adviser. If you have sold or transferred only part of your holding of shares, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected immediately for advice on what action you should take. Notice of the general meeting of The Restaurant Group plc to be held at 9.30 a.m. on 28 November 2018 at etc.venues St Paul’s, 200 Aldersgate, London EC1A 4HD is set out in this document. Your attention is drawn to the letter from the chairman of The Restaurant Group plc which is set out on pages 4 to 14 of this document and which recommends you to vote in favour of the resolutions to be proposed at the general meeting. You will find enclosed a form of proxy for use in connection with the general meeting. Nothing in this document constitutes legal, financial, tax or other advice and does not take into account the particular investment objectives, financial situation, taxation position or needs of any person. This document is sent to you for the purposes of inviting you to vote at the general meeting. It does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in Australia, Canada, Hong Kong, Japan, South Africa, the United States or any other jurisdiction where to do so might constitute a breach of any applicable law. This document is not a prospectus. You, as a person in one of the aforementioned jurisdictions, are restricted from accessing certain materials that describe further such rights offering, including the reasons for such offering. The securities referred herein have not been, and will not be, registered under the Securities Act 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, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. THE RESTAURANT GROUP PLC (incorporated and registered in Scotland with registered number SC030343) Proposed Acquisition of Wagamama Group Notice of General Meeting NOTICE OF GENERAL MEETING The Restaurant Group plc (incorporated and registered in Scotland with registered number SC030343) NOTICE IS HEREBY GIVEN that a general meeting of The Restaurant Group plc (the Company) will be held at 9.30 a.m. on 28 November 2018 at etc.venues St Paul’s, 200 Aldersgate, London EC1A 4HD (the General Meeting) for the purposes of considering and, if thought fit, passing the following resolutions which shall be proposed as ordinary resolutions (which means that for the resolution to be passed, more than half of the votes cast must be in favour of the resolution). 1. THAT, subject to the passing of resolution 2 below, the proposed acquisition of the entire issued and to be issued share capital of Mabel Topco Limited (Wagamama) (the Acquisition) pursuant to the terms and subject to the conditions contained in the share purchase agreement dated 30 October 2018 between (inter alios) TRG (Holdings) Limited as Purchaser, the Company as Purchaser Guarantor and certain shareholders of Wagamama and holders of awards over shares in Wagamama as Vendors (the Share Purchase Agreement) and all other agreements and ancillary arrangements contemplated by the Share Purchase Agreement be and is hereby approved and that any or all of the directors of the Company (the Directors) (or any duly constituted committee of the Directors) be and are hereby authorised to take all such steps as may be necessary, expedient or desirable in relation thereto and to implement the Acquisition with such modifications, variations, revisions or amendments (provided such modifications, variations or amendments are not of a material nature) as they shall deem necessary, expedient or desirable; and 2. THAT, subject to the passing of resolution 1 and subject to and conditional upon admission to listing on the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc’s main market for listed securities of the new ordinary shares of 28.125 pence each to be issued by the Company in connection with the issue by way of rights of up to 290,430,689 new ordinary shares at a price of 108.5 pence per new ordinary share to qualifying shareholders on the register of members of the Company at the close of business on 26 November 2018 (the Rights Issue) and in addition, to the extent unutilised, to the authority conferred on them at the last annual general meeting of the Company on 23 May 2018, the Directors (or any duly constituted committee of the Directors) be and are hereby generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for shares in the Company up to a nominal amount of £81,683,632 in connection with the Rights Issue, such authority to expire (unless previously revoked by the Company) at the close of business on 1 March 2019, except that the Company may before such expiry make offers or agreements which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant rights in pursuance of such offers or agreements as if the power conferred hereby had not expired. 12 November 2018 By the order of the Board Ace Company Services Limited Company Secretary Registered office: 1 George Square Glasgow G2 1AL 1 Notes 1. Unless otherwise defined in this Notice, capitalised terms shall have the meaning given to them in the document to which this Notice is appended. 2. Any Shareholder entitled to attend and vote at the General Meeting is entitled to appoint 1 or more proxies to exercise any or all of its, his or her rights to attend, speak and vote at the General Meeting. A form of proxy to be used for appointing a proxy or proxies for the General Meeting has been provided to Shareholders with this Notice. Please complete and return the proxy form whether or not you intend to attend the General Meeting in person. The return of the proxy form will not prevent you from attending and voting at the General Meeting if you so wish. You can appoint the Chairman of the General Meeting to act as your proxy, or ask 1 or more persons of your choice to be your proxy. Your proxy does not have to be a Shareholder. There are notes on the proxy form explaining how you should complete it. 3. Shareholders may also appoint a proxy to vote on the Resolutions electronically at www.sharevote.co.uk. Shareholders who are not registered to vote electronically will need to enter the Voting ID, Task ID and Shareholder Reference ID set out in their Proxy Form. Alternatively, Shareholders who have already registered with Equiniti’s Shareview service can appoint a proxy by logging onto their portfolio at www.shareview.co.uk and clicking on the link to vote. The on-screen instructions give details on how to complete the appointment process. If Shareholders have any difficulties with online voting, they should contact Equiniti’s shareholder helpline on 0333 207 6514 (or +44 (0)121 415 0993 for overseas callers). 4. Voting on the Resolutions will be conducted by way of a poll, rather than on a show of hands. This is a more transparent method of voting as Shareholders’ votes are counted according to the number of shares registered in their names. The relevant voting procedures will be explained at the General Meeting. The total voting rights in the Company as at 9 November 2018 (being the Latest Practicable Date) were 201,067,400. As soon as practicable after the General Meeting, the results of the polls will be announced via a Regulatory Information Service and also placed on the Company website, www.trgplc.com. 5. To be valid, the completed proxy form must be received by the Company’s Registrar, Equiniti Registrars, by no later than 9.30 a.m. on 26 November 2018 and should be addressed to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. 6. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the General Meeting by using the procedures described in the CREST Manual on the Euroclear website (www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.