TIDMPWS
RNS Number : 4615F
Pinewood Group PLC
28 July 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 IN THAT JURISDICTION
This is an announcement of a possible offer under Rule 2.4 of
the City Code on Takeovers and Mergers (the "Code"). This
announcement is not an announcement of a firm intention to make an
offer under Rule 2.7 of the Code and there can be no certainty that
an offer will be made, even if the pre-condition in this
announcement is satisfied
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
POSSIBLE RECOMMED CASH OFFER
Introduction
On 10 February 2016, Pinewood Group plc ("Pinewood" or the
"Company") announced that it had appointed Rothschild to assist
with a strategic review of Pinewood's capital base and structure.
The background to the strategic review was that the Company's
shareholder register has been tightly held for a number of years,
which has stifled liquidity in the Company's shares and prevented
the Company from obtaining a main market listing. The Board also
recognised the requirement for a future funding strategy to be in
place in order to build on Pinewood's successes to date.
The Pinewood Board is pleased to confirm the progress of this
strategic review process and announces that it has reached
agreement with Venus Grafton Sarl ("Venus Grafton"), an indirect
wholly-owned subsidiary of PW Real Estate Fund III LP ("PW Fund
III"), on the key terms of a possible cash offer for Pinewood by
Venus Grafton or one of its direct or indirect wholly-owned
subsidiaries ("Bidco") (the "Possible Offer") which, if made, the
Pinewood Board intends to recommend to Pinewood shareholders
(subject to reaching agreement on standard terms and conditions
customary for a firm offer of this nature).
Bidco has completed due diligence on the Company and the
Possible Offer is pre-conditional only on Bidco completing its
financing arrangements, which involves finalising and documenting
credit committee approved proposals from financing parties, which
Bidco anticipates will take up to 4 weeks to conclude. The
significant majority of the cash consideration payable by Bidco
under the Possible Offer will be provided by PW Fund III, with the
balance from the third party finance parties. This pre-condition
regarding Bidco's financing is not waivable.
Bidco has received hard irrevocable undertakings in respect of a
total of 37,750,653 shares in Pinewood, representing, in aggregate
approximately 65.76 per cent. of the share capital of Pinewood in
issue on 27 July 2016. The Irrevocable Undertakings will cease to
be binding if (i) Bidco does not release a firm offer announcement
at the Possible Offer Price on or before 25 August 2016; and (ii)
following release of a firm offer in the circumstances set out in
the Appendix.
It is currently the intention of Bidco that any offer, if made,
would be implemented by way of a scheme of arrangement (the
"Scheme").
The Terms of the Possible Offer
Under the terms of the Possible Offer, each Pinewood shareholder
will be entitled to receive 563.2 pence per share in cash for each
Pinewood share held, comprising:
-- 560 pence in cash for each Pinewood share (the "Possible Offer Price"); plus
-- the final dividend of 3.2 pence per Pinewood share announced
in the final results announcement for the year ended 31 March 2016,
dated 11 July 2016 (the "Agreed Dividend") which will be paid on 3
October 2016 to holders of Pinewood shares whose names are on the
register at the close of business on 2 September 2016.
This values the entire issued and to be issued share capital of
Pinewood at GBP323.3 million and represents:
-- a premium of 31.0 per cent. to the undisturbed average
closing price of 430 pence for the 20 business days ending 9
February 2016, the date prior to the announcement of the strategic
review
-- a premium of 50.2 per cent. to the 375 pence price of the
share placing which completed on 17 April 2015
Irrevocable Undertakings
In accordance with Rule 2.11 of the Code, Bidco announces that,
with the consent of the Pinewood Board, the two largest
shareholders of Pinewood, Goodweather Investment Mgt. Ltd and
Warren James Holdings Ltd, which hold 22,443,396 and 14,983,990
shares in the share capital of the Company, respectively, (being
39.09 per cent. and 26.10 per cent. of the entire issued capital of
the Company, respectively) and each of those members of the
Pinewood Board who hold shares in Pinewood (323,267 shares in
aggregate, representing 0.56 per. cent of the entire issued share
capital of the Company), have entered into hard irrevocable
undertakings in favour of Bidco in respect of their entire
respective shareholdings to vote in favour of or accept any firm
offer announced under Rule 2.7 of the Code and which is made by
Bidco provided that such offer does not represent a diminution in
value of the Possible Offer Price plus the Agreed Dividend (the
"Irrevocable Undertakings").
Accordingly, Bidco has received hard irrevocable undertakings in
respect of a total of 37,750,653 shares in Pinewood, representing,
in aggregate approximately 65.76 per cent. of the share capital of
Pinewood in issue on 27 July 2016.
Each of the Irrevocable Undertakings remains binding in the
event of a higher, or any other, bid or offer for Pinewood.
The Irrevocable Undertakings will cease to be binding if, among
other things:
(i) Bidco does not release a firm offer announcement at the
Possible Offer Price on or before 25 August 2016; or
(ii) the Scheme lapses or is withdrawn, provided that and
notwithstanding the foregoing, if Bidco determines at or before, or
within one business day after, the time the Scheme lapses or is
withdrawn to implement the Transaction by way of contractual offer,
the Irrevocable Undertakings will cease to be binding when the
contractual offer lapses.
Further details regarding the Irrevocable Undertakings are set
out in the Appendix to this announcement.
Pre-condition to the announcement of a firm offer
The announcement of a firm intention to make an offer under Rule
2.7 of the Code (a "Firm Offer") on the terms of the Possible Offer
set out above is pre-conditional only on Bidco completing its
financing arrangements, which involves finalising and documenting
credit committee approved proposals from third party financing
parties. The significant majority of the cash consideration payable
by Bidco under the Possible Offer will be provided by PW Fund III,
with the balance from the third party finance parties. This
pre-condition regarding Bidco's financing is not waivable.
Intention to recommend
Whilst the Pinewood Board continues to believe in the prospects
for the business as a standalone company, the Board also recognises
that the Possible Offer represents an attractive valuation and
premium to the undisturbed share price. The Possible Offer also
provides all shareholders with an opportunity to realise their
investment which is not otherwise available to them given the
relatively illiquid market for Company's shares on AIM.
Accordingly, the Pinewood Board intends to recommend unanimously
any Firm Offer from Bidco which is made on the same terms as the
Possible Offer, subject to reaching agreement on standard terms and
conditions customary for a Firm Offer of this nature. As the
Pinewood Group includes an FCA-authorised subsidiary, Pinewood Film
Advisors Limited, any acquisition will be conditional upon FCA
consent to any change of control of Pinewood Film Advisors Limited
for the purposes of the controllers regime under Part XII of the
Financial Services and Markets Act 2000 (as amended).
Background to the Possible Offer and transaction rationale
On 10 February 2016 Pinewood announced that it had appointed
Rothschild to assist with a strategic review of Pinewood's capital
base and structure. The background to the strategic review was that
the Company's shareholder register has been tightly held for a
number of years, which has stifled liquidity in the Company's
shares and prevented the Company from obtaining a main market
listing. The Board also recognised the requirement for a future
funding strategy to be in place in order to build on Pinewood's
successes to date.
As part of the strategic review process, the Company engaged in
discussions with a wide range of interested parties, some of whom,
including Bidco, put forward proposals to acquire the Company.
Bidco has now completed due diligence on the Company and their
proposal is one which the Pinewood Board believes should be
recommended to Pinewood shareholders, if made into a Firm
Offer.
Background on Bidco
Venus Grafton Sarl is a company incorporated for the purposes of
the Possible Offer and is owned indirectly by PW Real Estate Fund
III LP, which is the successor fund to two prior funds (together,
the "Funds"). Aermont Capital LLP (formerly PW Real Assets LLP)
("Aermont") serves as investment advisor to each of the Funds.
Aermont is a London-based independent asset management
business.
The Funds invest in real estate and real estate related
opportunities in the UK and Europe, focusing on long-term value
creation projects for assets and businesses. Collectively, the
Funds have received equity commitments of around EUR 4 billion made
by investors who include prominent public and private pension plans
and other institutions in Europe, the United States, Asia and the
Middle East.
Aermont and the Funds have contributed their operational
expertise, market insights and financial capital to support the
enhancement and growth of a number of established operating
companies by working closely with management to successfully
implement a variety of major strategic initiatives. Aermont
believes Venus Grafton Sarl is well-positioned to support the
Company, as an independent and iconic British business, by working
with its management to further enhance its position as a global
leader in the operation and provision of professional production
space and related services.
Additional Information
Note that if any dividend or other distribution is authorised,
declared, made or paid in respect of Pinewood shares on or after
the date of this announcement and prior to closing of the Offer
other than the Agreed Dividend, or in excess of the Agreed
Dividend, Bidco reserves the right (without prejudice to any rights
it may have under the conditions of any offer for Pinewood) to
reduce the Possible Offer Value by the amount of such dividend or
other distribution or by the excess above the Agreed Dividend. Any
exercise by Bidco of its rights referred to in this paragraph
shall, for the avoidance of doubt, not be regarded as constituting
any revision or variation of such offer, the Possible Offer or the
Possible Offer Value; If the Offer closes prior to the Record Date
for the Agreed Dividend, the Offer Price shall be increased by the
amount of the Agreed Dividend.
Commenting on the Possible Offer, Ivan Dunleavy, Chief Executive
of Pinewood, said:
"Pinewood has grown in recent years into a global operation
which sits at the forefront of the UK's creative industries. We
believe that we have found the right partner for the business and
one that shares our long-term vision for the future of the
Group.
Pinewood's continuing commitment to the UK's creative industries
remains as strong as ever. Staff and customers can be assured that
in this new strategic partnership our priority will be to not only
maintain, but build on the world class provision of services."
Commenting on the Possible Offer, Leon Bressler, Managing
Partner of Aermont, said:
"Pinewood is an iconic brand at the heart of the global creative
industries.
The transformation of the business in recent years has been
considerable and it is clear that there are more ambitions to be
realised. We are excited about the potential to support the
business as an independent company.
Aermont has a strong track record in operating companies with a
real estate component. We look forward to working with Pinewood's
management team to deliver their compelling strategy for future
growth, both in the UK and internationally."
This announcement does not constitute an offer or impose any
obligation on Bidco to make an offer, nor does it evidence a firm
intention to make an offer within the meaning of the Code.
This announcement has been made with the consent of Venus
Grafton Sarl.
A further announcement will be made when appropriate.
Enquiries
Pinewood Group plc +44 (0)1753 656 732
Ivan Dunleavy
Andrew Smith
Rothschild (Financial Adviser to Pinewood) +44 (0)20 7280
5000
Alex Midgen
Sam Green
PwC (Financial Adviser to Bidco) +44 (0)20 7583 5000
Simon Hampton
Gerry Young
Peel Hunt LLP (NOMAD and broker to Pinewood) +44 (0)20 7418
8900
Edward Knight
Montfort Communications (PR advisor to Pinewood) +44 (0)20 3770
7909
James Olley
Brunswick (PR advisor to Bidco) +44(0)20 7404 5959
Kim Fletcher
Oliver Hughes
N.M. Rothschild & Sons Limited ("Rothschild"), 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 Pinewood
Group plc and for no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other
than Pinewood Group plc for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
PwC, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, 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
PwC, nor for providing advice in relation to the matters referred
to herein. Neither PwC 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 PwC in connection with the
matters referred to in this announcement, or otherwise.
A copy of this announcement will be available at
www.pinewoodgroup.com/investor-relations/regulatory-news. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Disclosure requirements of 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.
APPIX
IRREVOCABLE UNDERTAKINGS
The following Pinewood shareholders have, on the basis set out
below, given irrevocable undertakings (the "Shareholder
Irrevocables") to Bidco to vote in favour of or, as the case may
be, accept an offer made by Bidco provided that such offer does not
represent a diminution in value of the Offer Price plus the Agreed
Dividend.
Name of Shareholder Number of Pinewood Percentage of
Shares in respect existing issued
of which undertaking share capital
is given of Pinewood
--------------------- ---------------------- -----------------
Goodweather
Investment Mgt.
Ltd 22,443,396 39.09
--------------------- ---------------------- -----------------
Warren James
Holdings Ltd 14,983,990 26.10
--------------------- ---------------------- -----------------
Total 37,427,386 65.19
--------------------- ---------------------- -----------------
The following Pinewood Directors have also, on the basis set out
below given irrevocable undertakings to Bidco to vote in favour of,
or as the case may be, accept an offer made by Bidco provided that
such offer does not represent a diminution in value of the Offer
Price plus the Agreed Dividend.
Name of Director Number of Pinewood Percentage of
or connected Shares in respect existing issued
person of which undertaking share capital
is given of Pinewood
------------------ ---------------------- -----------------
Lord Grade of
Yarmouth 17,500 0.03%
------------------ ---------------------- -----------------
Ivan Dunleavy 177,884 0.31%
------------------ ---------------------- -----------------
Nicholas Smith 89,131 0.16%
------------------ ---------------------- -----------------
Andrew Smith 19,376 0.03%
------------------ ---------------------- -----------------
Christopher
Naisby 19,376 0.03%
------------------ ---------------------- -----------------
Total 323,267 0.56%
------------------ ---------------------- -----------------
(a) The Irrevocable Undertakings include undertakings:
(i) to vote, or procure the vote, in favour (or to submit, or
procure the submission of, Forms of Proxy voting in favour) of:
-- the Scheme at the Court Meeting; and
-- the resolutions to be proposed at the General Meeting
necessary to implement the Scheme; and
(ii) if Bidco exercises its right to structure the Possible
Offer as a takeover offer as defined in section 974 of the
Companies Act (a "Contractual Offer"), to accept, or procure the
acceptance of the Contractual Offer.
(b) The Irrevocable Undertakings will lapse if:
(i) this announcement has not been released by 12.00 noon London time today; or
(ii) the scheme document in respect of the Scheme or offer
document in respect of the Contractual Offer has not been posted
within the period prescribed by the Code or such later date as may
be agreed by the Panel; or
(iii) where the Rule 2.7 Announcement indicates that the Offer
is to be made by way of a Scheme, the Scheme lapses or is withdrawn
or has not become effective by 5.00pm London time on the long stop
date which is agreed between Bidco and Pinewood as referred to in
the Rule 2.7 Announcement (the "Longstop Date") and at or before
the time of such lapse or withdrawal or within 1 business day
thereafter, Bidco has not publicly confirmed that it intends to
implement a Contractual Offer; or
(iv) where the Rule 2.7 Announcement indicates that the Offer is
to be made by way of a Contractual Offer, the Contractual Offer
lapses or is withdrawn without having become unconditional in all
respects and at or before the time of such lapse or withdrawal or
within 1 business day thereafter, Bidco has not publicly confirmed
that it intends to implement a Scheme; or
(v) the Offer has not been completed, either by the Scheme
becoming effective, or by the Contractual Offer having become or
declared unconditional in all respects, by 5.00pm London time on
the date which is 180 days from the date of the Rule 2.7
Announcement; or
(vi) Bidco does not release a firm offer announcement at the
Possible Offer Price (a "Rule 2.7 Announcement") on or before
5.00pm London time on 25 August 2016; or
(vii) after the release of the Rule 2.7 Announcement, the
Takeover Panel consents to Bidco not proceeding with its offer for
Pinewood, and Bidco subsequently withdraws the offer.
(d) In the Irrevocable Undertakings, Bidco has:
(i) undertaken to the givers of the Irrevocable Undertakings to
use its reasonable endeavours acting in good faith and in
compliance with the Code to progress the Possible Offer as
expeditiously as reasonably possible with a view to releasing a
firm intention announcement in respect of the Possible Offer as
soon as it is reasonably practicable for it to do so in compliance
with the requirements of the Code;
(ii) warranted to the givers of the Irrevocable Undertakings
that, in relation to the Possible Offer, it is acting as principal
and not as agent for any other party and that there is no
arrangement in place, and it has had no discussions with any party
in relation to any possible arrangement, whereby any of the
Pinewood shares acquired pursuant to any offer by Bidco for
Pinewood will or may be transferred to any other person or whereby
any part of the business or assets of Pinewood or of any of its
subsidiaries will or may be transferred to any other person;
and
(iii) undertaken to the givers of the Irrevocable Undertakings
that no such arrangement as is referred to in paragraph (ii) above
will be entered into, and no such discussions as are referred to in
paragraph (ii) above will be held, at any time prior to the release
of the Rule 2.7 Announcement.
(e) Goodweather Investment Mgt. Ltd has agreed in its
Irrevocable Undertaking to procure the resignation (at no cost to
Pinewood) of any director of Pinewood appointed by it pursuant to
the terms of the Relationship Agreement dated 30 March 2015 and
made between (1) Pinewood, (2) NPLUS1 Singer Advisory LLP, (3) Peel
Holdings (IOM) Limited and (4) Peel Holdings Land and Property
Group Limited.
(f) Warren James Holdings Limited has agreed in its Irrevocable
Undertaking to procure the resignation (at no cost to Pinewood) of
any director of Pinewood appointed by it pursuant to the terms of
the Relationship Agreement dated 30 March 2015 and made between (1)
Pinewood, (2) NPLUS1 Singer Advisory LLP, and (3) Warren James
Holdings Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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