RNS Number:1431O
Bank Restaurant Group PLC
30 July 2003


        Bank Restaurant Group plc ("Bank Restaurant Group" or "Company")


    Subscription for new Ordinary Shares to raise #600,000 ("Subscription")


Bank Restaurant Group announces that it proposes to raise #600,000 (before
expenses) by means of a subscription for 30,000,000 new Ordinary Shares
("Subscription Shares") at a price of 2p per share ("Subscription Price"). The
Company also announces the securing of a new long-term bank facility, which is
conditional on completion of the Subscription.


The Company has also today announced its unaudited interim results for the six
months ended 30 April 2003.


The Subscription


The Company intends to issue the Subscription Shares at the Subscription Price
to Conran Holdings Limited ("Conran Holdings"), John Moxon, the Directors and,
possibly, to certain other existing shareholders pursuant to the Subscription to
raise approximately #500,000 net of expenses.


Conran Holdings has conditionally agreed to subscribe for 18,052,500
Subscription Shares firm under the terms of a subscription agreement with the
Company and the Directors. Conran Holdings is not currently interested in any
Ordinary Shares and, following the Subscription, will be interested in 24.9 per
cent. of the Company's enlarged issued share capital. Conran Holdings, for so
long as it is interested in 20 per cent. of the issued Ordinary Shares, will be
entitled to appoint one director to the Board.


Under the terms of a subscription agreement with the Company, John Moxon, the
Company's largest shareholder, has conditionally agreed to subscribe for
6,208,235 Subscription Shares firm and for up to a further 1,291,765
Subscription Shares subject to clawback from any other existing shareholders to
whom Subscription Shares are offered following despatch of this document. John
Moxon is currently interested in 8,795,000 Ordinary Shares, representing
approximately 20.7 per cent. of the Company's existing issued share capital.
Following the Subscription, John Moxon will be interested in between 15,003,235
and 16,295,000 Ordinary Shares, representing between approximately 20.7 and 22.5
per cent. of the Company's enlarged issued share capital.


In order to demonstrate their confidence in the Group's prospects, under the
terms of subscription agreements with the Company, the Directors have also
conditionally agreed to subscribe for, in aggregate, 1,013,160 Subscription
Shares firm and certain of the Directors for, in aggregate, up to a further
3,434,340 Subscription Shares subject to clawback from any other existing
Shareholders to whom Subscription Shares are offered following despatch of this
document. Details of their minimum and maximum possible subscriptions are as
follows:

                                                Following the Subscription

                      Minimum         Maximum         Maximum
                    number of       number of      holding of          Maximum
                 Subscription    Subscription        Ordinary      % of issued
Name of                Shares          Shares          Shares    Share capital
Director

L G Collins            68,112       1,868,862       2,268,862              3.1
C C Delteil            85,139          85,139         585,139              0.8
C G G Smith           178,793         741,176       1,791,176              2.5
A M H Tonks           340,558       1,411,765       3,411,765              4.7
A D Allan             340,558         340,558       2,340,558              3.2


The Subscription Shares will represent, in aggregate, 41.4 per cent. of the
Company's enlarged issued share capital immediately following the Subscription.
The Subscription Price represents a discount of 20 per cent. to the closing
mid-market price for the Ordinary Shares of 2.5p on 29 July 2003. The
Subscription Shares will rank pari passu in all respects with the existing
issued Ordinary Shares.


No underwriting commission will be payable to John Moxon or those Directors who
have conditionally agreed to subscribe for Subscription Shares subject to
clawback.


Completion of the Subscription will be conditional upon, among other matters:


(i)             admission of the Subscription Shares to be issued pursuant to
the Subscription to trading on AIM, for which application will be made and which
is expected to become effective on 29 August 2003; and


(ii)             approval of the Subscription at an extraordinary general
meeting of the Company to be held on 28 August 2003.


Financial Effects of the Subscription


The continued ability of the Company to operate as a going concern is dependent
on support from its bankers, which is conditional on completion of the
Subscription. The proposed Subscription will raise approximately #500,000, net
of expenses, which will be used to strengthen the Company's balance sheet and
provide the Group with additional working capital. The Directors believe that
the proceeds realised from the Subscription, together with the funding available
under a new long-term bank facility that the Company has secured with Barclays
Bank, conditional on completion of the Subscription, will provide the Group with
the resources it requires to secure its financial position and pursue its
ongoing strategy.


Investment in and Potential General Offer for Bank Restaurant Group by Conran
Holdings


Conran Holdings is the parent company of the Conran group, the principal
activities of which are architecture and design, and the operation of
restaurants, shops and hotels in Europe, the USA and Japan. In the year ended 31
March 2002, Conran Holdings' revenues were #112.6 million, with profit before
taxation of #2.3 million, and the Conran group employed around 2,000 staff.
Conran Restaurants Limited was founded in 1991 and is one of Britain's most
dynamic restaurant groups. There are currently 30 restaurants established in
London and throughout the UK, Paris, Stockholm and New York with revenues,
including franchised and partner businesses, of around #75 million per annum.


Conran Holdings has indicated that its proposed investment in the Company
pursuant to the Subscription is for strategic purposes. It is envisaged that,
following the Subscription, the Company and Conran Holdings will enter into an
arrangement whereby Conran Holdings will assist the Company with its sales and
marketing efforts. This arrangement will be agreed on an arm's length basis.


In addition, Conran Holdings has indicated that, following the Subscription, it
will undertake due diligence to establish whether or not it wishes to make a
general offer for the Company. The Directors have entered into irrevocable
undertakings in favour of Conran Holdings in respect of, in aggregate, 14 per
cent. of the Company's existing issued share capital (together with the
Subscription Shares for which they subscribe) to accept an offer from Conran
Holdings (if made) for the entire issued share capital of the Company at an
offer price of at least 3.125p per share, which represents a premium of 56.3 per
cent. over the Subscription Price and 25 per cent. over the closing mid-market
price for the Ordinary Shares of 2.5p on 29 July 2003. The Directors have
further undertaken to Conran Holdings (subject to their fiduciary duties and to
compliance with the City Code on Takeovers and Mergers and other relevant laws
and regulations) to recommend and not to frustrate such an offer. These
undertakings from the Directors have been given on the following principal terms
and conditions:


* they are conditional upon completion of the Subscription;


* they will terminate 60 days following completion of the Subscription;


* if, during the term of the undertakings, a higher offer is received
from an unconnected third party, then the persons giving the undertakings will
only be able to accept that third party offer provided it is for at least 3.5p;
and


* the persons giving the irrevocable undertakings have agreed not to
solicit any competing or alternative offers prior to or during the term of the
undertakings.


John Moxon has indicated that he will enter into a similar irrevocable
undertaking in favour of Conran Holdings in respect of a further 15.9 per cent.
of the Company's existing issued share capital (together with 4,522,500 of the
Subscription Shares for which he subscribes) after a period of 7 days following
the date of the Directors' irrevocable undertakings. Such a delay is required
under the Rules Governing Substantial Acquisitions of Shares issued on behalf of
the Panel on Takeovers and Mergers.


In the event that Conran Holdings makes a general offer for the Company of at
least 3.125p per share in cash as outlined above, therefore, it will have
irrevocable undertakings to accept such offer in respect of up to 29.9 per cent.
of the issued share capital of the Company. In addition, it will have 24.9 per
cent. of the issued share capital for which it proposes to subscribe under the
Subscription. There will, however, be no obligation on the part of Conran
Holdings to make any such offer.


Related Party Transaction


The participation by the Directors and John Moxon, a substantial shareholder, in
the Subscription both constitute related party transactions (as defined in the
AIM Rules). Evolution Beeson Gregory Limited, the Company's nominated adviser,
considers that the terms of the transaction are fair and reasonable insofar as
the Company's shareholders are concerned.


Enquiries:

Bank Restaurant Group plc                                          020 7379 5088
                                                                    (ext. 258)
Leigh Collins (Chairman)
Geoffrey Smith (Finance Director)

Conran Holdings Limited                                          020 7716 7811
Des Gunewardena (Chief Executive)
Ros Choate (PR Manager)

Evolution Beeson Gregory Limited                                 020 7488 4040
Tom Price

30 July 2003







                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
IOEILFVSDAIIVIV