TIDMPWS TIDMTTM
RNS Number : 3593I
Pinewood Group PLC
30 August 2016
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 OF THAT JURISDICTION
30 August 2016
Recommended cash offer for Pinewood Group plc by Picture Holdco
Limited
Satisfaction of regulatory condition in relation to the
Financial Conduct Authority ("FCA")
On 12 August 2016, the boards of directors of Picture Holdco
Limited ("Bidco") and Pinewood Group plc ("Pinewood") announced
that they had reached agreement on the terms of a recommended cash
offer by Bidco for the entire issued share capital of Pinewood (the
"Offer") to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). On 24
August 2016, Pinewood published the scheme document in connection
with the Offer (the "Scheme Document").
The boards of directors of Bidco and Pinewood are pleased to
announce that they have received approval from the FCA in relation
to the Offer and, as a result, the condition set out in paragraph
2.7 of Part V of the Scheme Document has now been satisfied.
The Offer remains subject to the satisfaction or waiver (if
capable of waiver) of the remaining conditions as set out in the
Scheme Document including, amongst others, the approvals of the
Pinewood Shareholders at the Court Meeting and General Meeting to
be held on 19 September 2016. Subject to approval at the relevant
meetings and the satisfaction or waiver of the other conditions set
out in the Scheme Document, the Scheme is expected to become
effective on 4 October 2016.
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
Pinewood Group plc Tel: +44 1753
656 732
Ivan Dunleavy
Andrew M. Smith
Rothschild (financial adviser Tel: +44 207
to Pinewood) 280 5000
Alex Midgen
Sam Green
PricewaterhouseCoopers LLP (financial Tel: +44 207
adviser to Bidco) 583 5000
Jon Raggett
Gerry Young
Peel Hunt LLP (NOMAD and broker Tel: +44 207
to Pinewood) 418 8900
Edward Knight
Montfort Communications (PR advisor Tel: +44 203
to Pinewood) 770 7909
James Olley
Brunswick (PR advisor to Bidco) Tel: +44 207
404 5959
Kim Fletcher
Oliver Hughes
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Pinewood
and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than
Pinewood for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement.
Peel Hunt which is authorised and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Pinewood and for no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than Pinewood for providing the protections afforded
to its clients or for providing advice in connection with the
subject matter of this announcement.
PricewaterhouseCoopers, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Bidco and for
no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than
Bidco for providing the protections afforded to clients of
PricewaterhouseCoopers, nor for providing advice in relation to the
matters referred to herein. Neither PricewaterhouseCoopers nor any
of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of PricewaterhouseCoopers in connection with the
matters referred to in this announcement, or otherwise.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Pinewood Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Scheme relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934, as
amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules or the laws of other
jurisdictions outside the United Kingdom.
Publication on Website
Pursuant to Rule 26.1 of the Code, a copy of this announcement
will, subject to certain restrictions, be available for inspection
on Bidco's website at www.pictureholdcoltd.com and Pinewood's
website at www.pinewoodgroup.com/investor-relations no later than
12 noon (London time) on the Business Day following this
announcement. The contents of the websites referred to in this
announcement are not incorporated into, and do not form part of,
this announcement.
Dealing Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 one per cent. 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(s), 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 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by an 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 of the
Code).
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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