Three veteran restaurant executives who co-founded the Carluccio's chain with Antonio and Priscilla Carluccio 11 years ago hope to share a windfall of almost £10m after agreeing to sell the business to a Middle East-owned investment vehicle.
The deal, which would generate multimillion fortunes for chairman Stephen Gee, managing director Simon Kossoff and non-executive director Peter Webber, values shares at 142p – a 48% premium to Wednesday's closing price.
However, uncertainty still hangs over the recommended takeover because the group's largest shareholder, Richard Caring, one of the UK's largest restaurant investors, has yet to make clear his intentions. With a stake of 12%, he could block an outright takeover.
Following the announcement of the offer, lunchtime shares in Carluccio's leapt just under the offer price and closed at 139p, suggesting investors are not betting on a counter offer. In May last year the company briefly entered takeover talks with an unnamed party, variously rumoured to be Caring or private equity investor Hutton Collins. The talks ended within weeks.
Today's agreed bid comes from an investment company controlled by Dubai-based Landmark Group and gives the restaurant and foodshop chain, which has 45 outlets in the UK, a share value of £90.3m. Landmark, which has extensive retail and hospitality interests in the Middle East and India, is said to have been looking for a foothold in Europe for some time and already operates three Carluccio's franchises in Dubai.
With turnover of £3.2bn and other brand franchises such as Reiss and New Look, Landmark is controlled by Micky and Renuka Jagtiani, Dubai-based entrepreneurs of Indian extraction. Through a separate investment vehicle, Milestone Resources, the Jagtianis control a 10.2% stake in Debenhams.
While the agreed offer for Carluccio's claims to have irrevocable commitments from investors speaking for 25% of shares, an outright takeover could still be blocked by its largest shareholder, Innes Ltd, an investment vehicle controlled by Caring.
Caring – whose interests include the Giraffe, Belgo and Strada chains as well as upmarket London restaurants Le Caprice, J Sheeky, the Ivy and Scott's – controls 12% of Carluccio's shares and has been seen for some time as a potential predator. Under takeover rules, because he has more than a 10% investment, Landmark will not be able to force Caring to sell out even if the offer is accepted by other shareholders.
Last night a spokesman for Caring said he was not commenting on the offer. Carluccio's management say they have no idea of his likely response.
A takeover of Carluccio's will not bring any windfalls for Priscilla and Antonio Carluccio as they sold almost all of their interest when the business was admitted to Aim, London's junior stock market, at the end of 2005.
The offer for Carluccio's comes as Clapham House, the company behind the Gourmet Burger Kitchen, is in takeover talks, and Prezzo is buying Cafe Uno, possibly ahead of a move into private hands. Meanwhile, pub group Mitchells & Butlers is thought to be interested in making acquisitions to bolster its restaurant operations.
