The Restaurant Group is planning to raise £315m through new shares to contribute to the £559m acquisition of Wagamama.
It will issues 290 million shares, with existing shareholders offered 13 new for nine old shares based at 108.5p.
Chief executive Andy McCue said: "This a transformative deal which accelerates our growth strategy and adds a differentiated, high growth brand to our portfolio. The transaction benefits both businesses, creating an enlarged group that has scale benefits and will create significant value for our shareholders, underpinned by £22m of quantified cost and revenue synergies. We look forward to welcoming the Wagamama team into the Restaurant Group."
Shareholders will be given the opportunity to vote on the proposals at a meeting on 28 November.
In the announcement, the Restaurant Group confirmed that its sales were down 0.5% after 42 weeks' trading in the 52-week period ended 30 December 2018, with like-for-like sales down 2.2%.
It added that for the 11-week period from 20 August 2018 to 4 November 2018 Wagamama's like-for-like sales increased by 12.2%.