February 23, 2021
Latham & Watkins advised Morgan
Stanley, as sponsor and global co-ordinator, and Banco Santander and HSBC as
joint bookrunners, on the underwritten, fully pre-emptive open offer of new
ordinary shares by Mitchells & Butlers plc (the “Company”) to raise gross
proceeds of up to £351 million (the “Open Offer”). Pursuant to the Open Offer,
the Company will offer up to 166,937,606 shares representing approx. 39 per
cent. of its existing share capital.
Mitchells & Butlers is a leading
operator of managed restaurants, pub and bars. It has a portfolio of brands
including All Bar One, Toby Carvery, Harvester, Miller & Carter, O’Neill’s,
Browns, and Stonehouse. The Group’s liquidity position has deteriorated as a
result of the impact of the COVID-19 pandemic, so the Open Offer is critical
for the continued operation of the Group and its immediate financial stability.
Three of the major shareholders of the
Company (Piedmont Inc., Elpida Group Limited and Smoothfield Holding Ltd.) have
combined their 55% holdings into a new vehicle, Odyzean Limited, which has
given an irrevocable undertaking to the Company to subscribe its pro-rata
interests in the Open Offer and to take-up all remaining shares that are not
allocated to existing shareholders.
The Latham team was led by London corporate
partners James Inness and Anna Ngo, with associate Lachlan Ferguson.