Firm Rejection of CMI Offer
2003年3月3日 - 11:52PM
RNSを含む英国規制内ニュース (英語)
RNS Number:2086I
Six Continents PLC
03 March 2003
SIX CONTINENTS PLC
FIRM REJECTION OF UNSOLICITED OFFER FROM CAPITAL MANAGEMENT AND INVESTMENT PLC
Not for release, publication or distribution in whole or in part in or into
Australia, Canada,
Japan or the Netherlands
The Board of Six Continents PLC ("Six Continents") firmly rejects the
unsolicited offer received from Capital Management and Investment PLC ("CMI")
this morning. CMI's proposal gives shareholders nothing they do not already own
except significant risk.
The Board of Six Continents has a clear strategy to create value. The proposed
demerger will create two powerful businesses, each positioned to generate
enhanced returns for Six Continents shareholders and deliver #700 million of
cash to shareholders immediately.
CMI's opportunistic offer brings nothing of value
* CMI is offering shareholders at most 98% of their own company.
* CMI's proposals, such as they are, contain very significant risks for Six Continents
shareholders:
The proposals remain remarkably short on detail
* The CMI team has no hotel skills and has not found a partner
* The plan envisages wholesale hotel disposals at the bottom of the cycle
* The inevitable substantial deal costs, over and above CMI's generous incentive package,
have not been quantified
* The prospects for future dividend payments under CMI's financing structures are overlooked
* The lack of independent directors on CMI's Board raises serious corporate governance issues
* CMI's offer would massively enrich its directors which can only be at the expense of Six
Continents shareholders
Tim Clarke, Chief Executive of Six Continents, today said:
"CMI's offer will enrich its directors at the expense of our shareholders' long
term interests. The vague proposals set out today carry considerable risk which
will be borne by our shareholders.
Demerger is the best method to unlock the value of two market leading businesses
and will preserve choice for shareholders. The momentum which IHG and MAB have
developed over the last five months confirms that demerger is the right course
of action."
Six Continents has a clear strategy to deliver value for shareholders
Six Continents has created two powerful businesses, well positioned to create
value for shareholders and will have returned over #3.3 billion to shareholders
since 1997. Six Continents' separation strategy will:
* Give shareholders shares in two focused businesses
* Trigger a #700 million (81p per share) cash payment, with the prospect of more to come
InterContinental Hotels Group ("IHG") benefits from its global network, its
strong brands and the power of its loyalty programmes which together confer
significant scale advantages. IHG is now being transformed under new leadership.
The new management team is focused on driving operational performance and
returns through a fundamental restructuring of the organisation which will
deliver significant reductions in the cost base and materially lower asset
intensity.
Mitchells & Butlers (MAB) is the UK's leading operator of managed pubs, bars and
restaurants with its high quality estate and excellent brand portfolio. The MAB
management team has maintained a post-tax cash return on cash capital employed
of over 10% for the last 3 years and has grown managed operating profits by over
80% in the last 8 years. The team is focused on continuing this strong track
record.
Enquiries:
Tim Clarke 020 7409 1919
Richard North 020 7409 1919
Fiona Antcliffe 020 7404 5959
Sophie Fitton
In connection with the forthcoming shareholder meetings, Six Continents
shareholders are reminded that they should complete and return their forms of
proxy as soon as possible, but in any event so as to be received by Lloyds TSB
Registrars, The Causeway, Worthing, West Sussex BN99 8XF, no later than 10.30am
on 10 March 2003.
If you have any questions about the proposals or are in any doubt as to how to
complete the forms of proxy, please call the shareholder helpline on telephone
number 0845 600 6063 (or +44 117 300 7714 from outside the UK) between 8.30am
and 5.30pm (UK time) on Monday to Friday. For legal reasons, this helpline will
not be able to provide advice on the merits of the proposals or to provide
financial advice.
Salomon Brothers International Limited, trading as Schroder Salomon Smith
Barney, is acting as financial adviser to Six Continents and to nobody else in
connection with the proposed separation and return of capital and any offer for
Six Continents (the "Offer") and as sponsor to InterContinental Hotels Group PLC
and Mitchells & Butlers PLC in connection with the admission of the ordinary
shares of InterContinental Hotels Group PLC and Mitchells & Butlers PLC to the
official list of the UK Listing Authority ("Admissions") and will not be
responsible to anyone else for providing the protections afforded to its clients
nor for providing advice in relation to the separation and return of capital,
the Admissions or the Offer.
Merrill Lynch International are acting for Six Continents and for no-one else in
connection with the Offer and will not be responsible to anyone other than Six
Continents for providing the protections afforded to clients of Merrill Lynch
International or for providing advice in relation to the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
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