NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
5 April
2024
Pinewood
Technologies Group PLC ("Pinewood" or the "Company")
Return of £358 million to
Shareholders, Capital Reorganisation and Publication of Circular and
Notice of General Meeting
Further to the Company's
announcement on 1 February 2024 regarding completion of (amongst
others) the disposal by the Company of its UK motor and leasing
business to Lithia, the Company is pleased to announce that today,
a circular incorporating a notice of General Meeting (the
"Circular") setting out the details of a proposal to return
approximately £358 million in cash to Shareholders by way of a
special dividend of 24.5 pence per existing ordinary share (the
"Transaction Dividend") has been published and will be posted to
Shareholders. The Company is also proposing that the Transaction
Dividend be accompanied by a consolidation of Pinewood's ordinary
share capital ("the Capital Reorganisation"), details of which are
also contained in the Circular.
Subject to the approval of the
Resolutions by Shareholders at the General Meeting, the Transaction
Dividend is expected to be paid on 7 May 2024 to those Shareholders
on the register at 6.00 p.m. on 22 April 2024. Under the Capital
Reorganisation, it is proposed that 1 new Ordinary Share of 100
pence each ("New Ordinary Shares") will be issued for every 20
existing Ordinary Shares of 5 pence each ("Existing Ordinary
Shares") (subject to fractional entitlements). The Capital
Reorganisation will reduce the number of Ordinary Shares which
Shareholders hold, but not (subject to fractional entitlements) the
proportion of the Company's issued share capital held. Although the
New Ordinary Shares will have a different nominal value to
the Existing Ordinary Shares, they will be traded on the
London Stock Exchange in the same way as the Existing Ordinary
Shares and will carry the same rights under the Articles of
Association as the Existing Ordinary Shares.
General Meeting
As noted above, the Circular
contains a notice convening a General Meeting of Shareholders at
which Shareholders will be asked to approve Resolutions in relation
to the Transaction Dividend, the Capital Reorganisation and certain
related matters. The General Meeting will be held at the offices of
CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon
Street, London EC4N 6AF at 11:00 a.m. on 22 April 2024. Further
information on the arrangements for the General Meeting is set out
in Part 6 of the Circular.
All references to times in this
announcement are to London times. The Circular will shortly be
submitted to the FCA's National Storage Mechanism. The Circular
will also be available for viewing shortly on Pinewood's website
at https://investor.pinewoodtech.com/.
Capitalised terms used but not
otherwise defined in this announcement have the same meaning given
to them in the Circular.
Key Dates
The expected timetable for the
General Meeting, the Transaction Dividend and the Capital
Reorganisation is set out below. All references to times are
to UK time unless stated otherwise.
Latest
time and date for receipt of Forms of Proxy, CREST Proxy
instructions and electronic registrations of proxy
appointment
|
11 a.m.
on 18 April 2024
|
Record
time and date for entitlement to vote at the General
Meeting
|
6.00
p.m. on 18 April 2024
|
General
Meeting
|
11:00
a.m. on 22 April 2024
|
Latest
time and date for dealings in Existing Ordinary Shares
|
4.30
p.m. on 22 April 2024
|
Record
time and date for entitlement to the Special Dividend and to
determine the Existing Ordinary Shares subject to the Share
Consolidation (Existing Ordinary Share register closed and Existing
Ordinary Shares disabled in CREST)2
|
6.00
p.m. on 22 April 2024
|
Ordinary
Shares marked ex-Special Dividend
|
8.00
a.m. on 23 April 2024
|
Effective
time and date for the Share Consolidation
|
8.00
a.m. on 23 April 2024
|
Admission
of the New Ordinary Shares
|
8.00
a.m. on 23 April 2024
|
Dealings
in the New Ordinary Shares commence
|
8.00
a.m. on 23 April 2024
|
CREST
accounts credited with New Ordinary Shares (after the Share
Consolidation)
|
23 April
2024
|
Despatch
of share certificates in respect of certificated New Ordinary
Shares
|
1 May
2024
|
Payment of
Special Dividend to Shareholders (by CREST payment or by
cheque)
|
7 May
2024
|
Notes:
1.
References to time in this document are to London time. All dates
are subject to change. If any of the above times or dates change,
the revised times and/or dates will be notified to Shareholders by
an announcement on a RIS.
2. The
record time for entitlement to the Special Dividend and to
determine the holdings of Existing Ordinary Shares subject to the
Share Consolidation may be such other time as the Directors
determine.
Enquiries:
Jefferies International Limited (Financial Adviser and Joint
Corporate Broker)
|
+44 (0) 20 7029 8000
|
Philip Noblet
|
|
Thomas Bective
|
|
Jordan Cameron
|
|
|
|
Berenberg (Joint Corporate
Broker)
|
+ 44 (0) 20 3207 7800
|
Ben Wright
|
|
|
|
Headland Consultancy (PR &
Communications)
|
+44 (0) 20 3805 4822
|
Henry Wallers
|
|
Jack Gault
|
|
Jefferies International Limited
("Jefferies"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting solely
for the Company, and for no-one else, as broker in connection with
the matters referred to in this announcement and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice to any
other person in relation to the content of this announcement or any
other matters described in this announcement. To the fullest extent
permitted by law, neither Jefferies nor any of its affiliates
assumes any responsibility whatsoever for or makes any
representation or warranty express or implied, in relation to the
contents of this announcement, including its accuracy, completeness
or verification or for any other statement made or purported to be
made by it, or on its behalf and nothing contained in this
announcement is, or shall be, relied upon as a promise or
representation in this respect whether as to the past, present or
future, in connection with the Company, the Group, or the matters
referred to in this announcement. Jefferies and its affiliates
accordingly disclaims to the fullest extent permitted by law all
and any duty, responsibility and liability whether arising in tort,
contract or otherwise which it might otherwise be found to have in
respect of this announcement or any such statement or
otherwise.
This announcement is not intended
to, and does not constitute, or form part of, any offer to sell or
an invitation to purchase or subscribe for any securities in any
jurisdiction.
This announcement has been
prepared for the purpose of complying with the applicable law and
regulation of the United Kingdom and information
disclosed may not be the same as that which would have been
disclosed if this announcement has been prepared in accordance with
the laws and regulations of jurisdictions outside the United
Kingdom.