NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

24 October 2014

C&C Group plc (“C&C”) discussions with Spirit Pub Company plc ("Spirit")

The Board of C&C notes the recent Spirit announcement regarding a possible offer for Spirit and confirms that it has made a preliminary approach to the Board of Spirit in relation to a possible offer for Spirit. There is no certainty that a firm offer will be made nor as to the terms on which any offer might be made.

An acquisition of Spirit, one of the highest quality pub estates in the UK, would transform C&C and enhance long-term shareholder value through:

• revenue and cost synergy benefits;
• a broader range of strategic and operating options for a combined business;
• a combination of C&C’s highly cash generative business with Spirit which C&C believes will provide capital to optimise performance and drive shareholder value;
• a strengthened route to market for C&C's long alcohol drinks brands in the on-trade across England and Wales matching the recognition it enjoys in its other core markets;
• a compelling consumer platform for C&C’s brands in some of the best locations throughout England & Wales, in particular London; and,
• access to improved procurement terms for a combined business.

C&C’s management team is experienced in running a vertically integrated pub and long alcohol drinks business and strongly believe that a combination of C&C’s brands with Spirit’s high quality, well-located pub estate is the most effective way to optimise shareholder returns in a competitive UK market.

In accordance with Rule 2.6(a) of the Code, C&C is required, by not later than 5.00 p.m. on 20 November 2014, to either announce a firm intention to make an offer for Spirit in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, as at the close of business on 23 October 2014 C&C’s issued share capital consisted of 347,848,851 ordinary shares of 1 Euro cents each.

The International Securities Identification Number for C&C’s ordinary shares is IE00B010DT83.

A copy of this announcement will be available at http://www.candcgroupplc.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Contacts

FTI Consulting
Mark Kenny/Jonathan Neilan
Tel: +353 1 663 3686
Email: CandCGroup@fticonsulting.com

Rothschild
Akeel Sachak
Tel: +44 (0)207 280 5000

N M Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for C&C and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than C&C for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Disclosure requirements of the Takeover Code (the “Code”)

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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