16 October, 2006 - 11:50 By Staff Reporter

Paternoster reels in Gondola for £559m

Gondola Holdings has recommended to shareholders that they accept the £559 million offer for the company made by Paternoster Acquisitions, a company formed by international buy-out specialist, Cinven Ltd.Taken together with Gondola’s net debt position as at 2 July 2006, the acquisition represents an enterprise value of approximately £900 million.

Under the acquisition proposals, each Gondola shareholder will receive 415 pence in cash for each Gondola share, though the proposed dividend of 4.7 pence per Gondola share announced on 21 September 2006 will not be paid.

The 415p a share consideration represents a premium of approximately 29.7 per cent to the price of 320 pence per share which was offered to the public pursuant to the IPO on 2 November 2005.

Based in St Albans, Herts, Gondola is one of the market leaders in the UK casual dining market and owns the widely-recognised chains Pizza Express and Ask, as well as the lesser known Zizzis.

Gondola chairman, David Ross, said: “After careful consideration and deliberation, the independent directors are unanimous in their recommendation that the shareholders should vote in favour of the acquisition.

“Whilst we believe there to be significant long term potential in Gondola, Cinven’s offer allows shareholders the opportunity to realise their entire investment now at an attractive cash premium.”

Cinven said it intends to expand the number of sites Gondola has in the UK at the moment, building on its position as a market leader in the UK casual dining market. Paternoster will also seek to create additional value through new product and brand development.

Yagnish Chotai, a director at Paternoster, said: “We are delighted that the independent directors of Gondola have decided to recommend unanimously Paternoster Acquis-itions’ offer.

“We look forward to working with Gondola’s management and employees to continue to develop its business and brands through a focussed expansion programme.”

It is expected that the scheme document will be posted by the end of the month and the proposals put to Gondola shareholders at the Court Meeting and EGM which should be held by the end of November 2006.

Subject to the satisfaction, or where relevant waiver, of all relevant conditions, the scheme will become effective in December 2006

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