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press release

30 october 2018

proposed acquisition of wagamama by the restaurant group

leading pan-asian restaurant chain wagamama has announced that the restaurant group plc (“trg”) has conditionally agreed to purchase the entire issued share capital of mabel topco limited, the parent company of wagamama finance plc (the “acquisition”) for a cash payment of £357 million, representing an enterprise value of £559 million.
wagamama’s existing £225 million senior secured notes due 2022 are expected to remain outstanding immediately following completion of the acquisition (“completion”).

allan leighton, chairman, said “after 5 years of leading exceptional results at wagamama jane holbrook, ceo, will be stepping down upon completion.”

emma woods, chief growth officer, will succeed jane as ceo.

conditions
the acquisition is expected to be funded, in part, through a rights issue by trg raising circa £315 million of gross proceeds (the “rights issue”). in addition, the acquisition is classed as a class 1 transaction for trg under the listing rules of the financial conduct authority (the “fca”). completion of the acquisition is subject to, and can only occur upon satisfaction or waiver of, the following conditions:

(i) the approval of the requisite shareholder resolutions (the “resolutions”) by trg shareholders at a general meeting of trg proposed to be held in late november 2018; and
(ii) admission of the shares to be issued pursuant to the rights issue (nil paid) to the premium listing segment of the fca’s official list and to trading on the london stock exchange’s main market for listed securities having occurred.

enquiries:

nick taylor
email: bondinvestors@wagamama.com

this press release constitutes a public disclosure of inside information under article 17(1) of regulation (eu) no 596/2014