The bid to acquire the Individual Restaurant Company (IRC) by W2D2 Ltd, the consortium led by leading shareholder Malcolm Walker and chief executive Steven Walker, which values the 33-strong group at around £17.4m including debt, has been declared wholly unconditional.
The news came as IRC said it had continued to experience like-for-like sales growth over the six-week period to 15 May.
W2D2 Ltd, which also includes Tarsem Dhaliwal and Paul Dawes, said it had received valid acceptances in respect of 45.19 million IRC shares, representing 75.77% of the issued share capital of the company as of 1 June.
The consortium, which initially held a 54% stake in the operator behind the Piccolino and Restaurant Bar & Grill formats, said it would now take steps to have IRC shares de-listed from AIM.
W2D2 Ltd made its initial bid for IRC in April and said at the time that it believed the company “requires additional capital in order to re-commence its long term growth plans”, and that its current bank facility “does not have sufficient headroom to allow additional capital expenditure”.
The consortium offered 9.5p a share for the company, which valued it at £5.67m. IRC currently has a net debt of around £11.7m.
An independent committee of the remaining IRC board members made up of chairman Robert Breare, commercial director Iain Donald, finance director Vernon Lord, and non-executive Richard Simpson, had not recommended the deal in April, “given the level of the premium” but said at the time that they felt it was appropriate for shareholders to be given the opportunity to consider the offer.
The committee insisted on a rollover option for shareholders who want to stay on as investors should the company be taken private.
Separately, in an AGM statement this morning, the company said that it had experienced like-for-like sales growth in each of the first three months of 2011.
Breare said: “Encouragingly all of this growth came from increased customer numbers and we have continued to experience like-for-like sales growth in the same way, over the six week period ended 15 May.
However, Breare said that the positive impact on EBITDA generated from the growth in sales had been “significantly eroded by cost inflation" and that the company were mindful that cost inflation (for example in relation to alcohol duty, beef and dairy prices) was set to continue over the remainder of the year.
He said: “The ability of the group to absorb most, if not all, of these inflationary pressures will depend upon the buoyancy of consumer spending going forward."
