Clapham House operates and manages restaurants in two brands - Gourmet Burger Kitchen and The Real Greek. GBK offers a range of burgers including beef, chicken, speciality and vegetarian burgers, operating 53 restaurants throughout the UK and 14 restaurants internationally.
The Real Greek offers traditional Greek cooking accompanied by Greek wines. It operates from six locations, including a landmark restaurant on London's South Bank.
In a statement to the London Stock Exchange, NGHL and Clapham House said they have reached agreement on the terms of a recommended cash offer under which NGHL will acquire the entire issued ordinary share capital of Clapham House not already owned by it or its associates.
NGHL is providing the cash consideration payable from its own resources.
Capricorn Ventures International, which is under 100% common ownership with NGHL, currently owns approximately 27.03% of Clapham House.
In aggregate, NGHL's associates and concert parties own, and NGHL has received irrevocable undertakings to accept the offer and a letter of intent in support of the offer with respect to 15.5 million Clapham House shares, representing approximately 37.73% of its existing issued share capital.
Under the offer, which will be subject to certain conditions, Clapham House shareholders will receive 74 pence in cash for their shares, valuing Clapham House at approximately GBP30.4 million.
As macroeconomic weakness has persisted in the UK, the trading environment for restaurant businesses has been difficult. This is evidenced by Clapham House's volatile weekly trading performance, the company said.
It is expected that conditions in the UK will remain challenging and consumer confidence will remain fragile.
The restaurant sector, which is characterised by inherently high operating leverage, is particularly vulnerable, making optimisation of an integrated approach with respect to Clapham House's brand, asset management and organisational strategy of utmost importance, it added.
In light of this, and against an increasingly competitive market, NGHL believes significant investment and time are needed to re-invigorate Clapham House's businesses, it said.
NGHL has extensive expertise and a successful track record in operationally enhancing restaurant assets and is well placed to be the owner of Clapham House's businesses. NGHL plans to commit time and resources to Clapham House's brands, operations and organisation to promote best-of-class practices and a more robust business model, Clapham House said.
NGHL currently owns the successful Nando's restaurant operations in the UK and Republic of Ireland, with 234 restaurants and over 6 500 employees in the same casual dining sub-sector as Clapham House's GBK brand.
It also has Nando's outlets in South Africa, Australia, Middle East, Canada, Malaysia and the United States.
For the year ended 28 March 2010, Clapham House reported total revenue from continuing operations of GBP44.5 million (about R490 million) and profit before tax from continuing operations of GBP1.5 million. Its net assets as at 28 March 2010 were GBP27.3 million (about R300 million).
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