This Document and the Accompanying Documents Are Important and Require Your Immediate Attention
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THIS DOCUMENT AND THE ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or 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 appropriate independent financial adviser, duly authorised under the Financial Services and Markets Act 2000 (“FSMA”) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. This document, which comprises: (a) a circular prepared for the purposes of the General Meeting convened pursuant to the Notice of General Meeting set out at the end of this document; and (b) a simplified prospectus for the purposes of Article 14 of the UK version of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”), as amended (the “UK Prospectus Regulation”), relating to The Restaurant Group plc (the “Company”or“TRG”) and has been approved by the Financial Conduct Authority of the United Kingdom (“FCA”), as the competent authority under the UK Prospectus Regulation, in accordance with section 87A of FSMA, and prepared and made available to the public in accordance with the Prospectus Regulation Rules of the FCA made under section 73A of FSMA (the “Prospectus Regulation Rules”). The FCA only approves this document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of the issuer that is the subject of this document or of the quality of the securities that are the subject matter of this document. Investors should make their own assessment as to the suitability of investing in the securities. The document has been drawn up as part of a simplified prospectus in accordance with Article 14 of the UK Prospectus Regulation. Subject to the restrictions set out below, if you sell or transfer or have sold or transferred all of your Existing Ordinary Shares (other than ex-entitlements) held in certificated form before 8.00 a.m. on 10 March 2021 (the “Ex-Entitlements Date”), please send this document, together with the accompanying Form of Proxy and any Application Form, if applicable and when received, 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, for onward delivery to the purchaser or transferee. None of these documents should, however, be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including but not limited to (subject to certain exceptions) the United States and any of the other Excluded Territories. Please refer to Sections 8 and 9 of Part II (Details of the Capital Raising) of this document if you propose to send this document and/or the Application Form outside the United Kingdom. If you sell or have sold or transferred all or some of your Existing Ordinary Shares (other than ex-entitlements) held in uncertificated form before the Ex-Entitlements Date, a claim transaction will automatically be generated by Euroclear which, on settlement, will transfer the appropriate number of Open Offer Entitlements to the purchaser or transferee. If you sell or have sold or transferred only part of your holding of Existing Ordinary Shares (other than ex-entitlements) held in certificated form before the Ex-Entitlements Date, please contact the stockbroker, bank or other agent through whom the sale or transfer was effected immediately. Instructions regarding split applications are set out in Part II (Details of the Capital Raising) of this document and in the Application Form. The distribution of this document, any other offering or public material relating to the Capital Raising and/or the Application Form and/or the transfer of New Ordinary Shares and/or the Open Offer Entitlements through CREST or otherwise into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document (and/or any accompanying documents) comes should inform themselves about and observe any such restrictions. In particular, subject to certain exceptions, this document and the Application Form should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories or into any other jurisdiction where to do so might constitute a breach of any applicable law. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. The New Ordinary Shares and the Open Offer Entitlements 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, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States absent such registration, 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. There will be no public offer of New Ordinary Shares or Open Offer Entitlements in the United States. THE RESTAURANT GROUP PLC (incorporated and registered in Scotland with registered number SC030343) Firm Placing of 95, 299, 430 New Ordinary Shares at 100 pence each Placing and Open Offer of 79,700,570 New Ordinary Shares at 100 pence each Notice of General Meeting Joint Sponsors, Global Co-ordinators Joint Sponsors, Global Co-ordinators and Bookrunners and Bookrunners J.P. Morgan Cazenove Investec This document should be read as a whole, including the information incorporated by reference into this document and any accompanying document. Your attention is drawn to the letter from your Chairman which is set out in Part I (Letter from the Chairman) of this document and which contains a recommendation from your Board that you vote in favour of the Resolutions to be proposed at the General Meeting referred to below. The section of this document entitled “Risk Factors” includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document. A Notice of General Meeting of the Company, to be held at the Company’s Head Office at 5-7 Marshalsea Road, London SE1 1EP at 11.00 a.m. on 29 March 2021, is set out at the end of this document. In line with UK legislation in relation to holding company meetings during the Covid-19 pandemic, the General Meeting will be convened with a minimum quorum of Shareholders (which will be facilitated by TRG’s management) in order to conduct the business of the General Meeting. Therefore, instead of attending the General Meeting, the Company asks Shareholders to vote by proxy on the Resolutions. In the interests of health and safety, Shareholders (and any appointed proxies (other than the chairman of the General Meeting) or corporate representatives) will not be admitted to the General Meeting. You are asked to complete and return the enclosed Form of Proxy in accordance with the instructions printed on it as soon as possible and, in any event, so as to be received by the Registrar, Equiniti Limited, by not later than 11.00 a.m. on 25 March 2021 (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting excluding any part of a day that is not a working day). You may also submit your proxy electronically at www.sharevote.co.uk using the Voting ID, Task ID and Shareholder Reference Number on the Form of Proxy. If you are a member of CREST you may be able to use the CREST electronic proxy appointment service. The Company will continue to closely monitor the developing impact of Covid-19, including the latest guidance from the UK Government. Should it become necessary or appropriate to revise the current arrangements for the General Meeting, this will be notified to Shareholders on our website and/or via a Regulatory Information Service. The Existing Ordinary Shares are listed on the premium listing segment of the Official List maintained by the FCA and traded on the London Stock Exchange’s main market for listed securities. Applications will be made for the New Ordinary Shares to be admitted to the premium listing segment of the Official List maintained by the FCA and trading on the London Stock Exchange’s main market for listed securities (together, “Admission”). It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the London Stock Exchange will commence, at 8.00 a.m. on 30 March 2021. Qualifying Non-CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will be sent Application Forms on 11 March 2021. Qualifying CREST Shareholders (other than, subject to limited exceptions, Overseas Shareholders with a registered address in the United States or in any of the other Excluded Territories) will receive a credit to the appropriate stock accounts in CREST in respect of the Open Offer Entitlements which are expected to be enabled for settlement by Euroclear on 12 March 2021. The latest time and date for acceptance of, and payment in full for, the New Ordinary Shares by Qualifying Shareholders is expected to be 11.00 a.m.