TIDMPWS
RNS Number : 0913H
Aermont Capital LLP
12 August 2016
For immediate release
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
12 August 2016
RECOMMED CASH OFFER
for
Pinewood Group plc
by
Picture Holdco Limited
(a newly-incorporated company indirectly owned by PW Fund
III)
intended to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
Further to the announcement on 28 July 2016, the boards of Bidco
and Pinewood are pleased to announce that Bidco has satisfied its
financing pre-condition and accordingly Bidco and Pinewood have
reached agreement on the terms of a recommended cash acquisition
pursuant to which Bidco, a newly-incorporated company indirectly
owned by PW Fund III, intends to acquire all of the issued share
capital of Pinewood.
Under the terms of the Offer, each Pinewood Shareholder will be
entitled to receive 563.2 pence per Pinewood Share on the following
basis:
- for each Pinewood Share 560 pence in cash; and
- for Pinewood Shareholders who are on the register of members
of Pinewood at the close of business on 2 September 2016, the
Agreed Dividend of 3.2 pence per Pinewood Share which, subject to
shareholder approval at the Pinewood AGM, will be paid on 3 October
2016 without any reduction to the Offer Price payable by Bidco
under the terms of the Offer.
This price (including the Agreed Dividend) represents a value of
GBP323.3 million for the entire issued ordinary share capital of
Pinewood 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; and
- a premium of 50.2 per cent. to the 375 pence price of the
share placing by Pinewood which completed on 17 April 2015.
-- On 10 February 2016, Pinewood Group 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 Offer represents the
successful outcome of the Strategic Review.
-- Bidco is a company incorporated under the laws of England and
Wales for the purposes of the Offer and is owned indirectly by PW
Fund III. PW Fund III is one of the PW Funds, a series of funds
advised by Aermont (formerly, PW Real Assets LLP) and has committed
partnership capital of EUR 1.5 billion. Aermont is a London-based
independent asset management business that serves as investment
advisor to each of the PW Funds. The PW Funds invest in real estate
and real estate related opportunities, including operating
companies with a real estate component in the UK and Europe,
focusing on long-term value creation projects for assets and
businesses. Collectively, the PW Funds have received equity
commitments of around EUR 4 billion made by investors that include
prominent public and private pension plans and other institutions
in Europe, the United States, Asia and the Middle East.
-- Aermont and the PW 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. Bidco intends
to support Pinewood, as an independent leading British business, by
working with its existing management to further enhance its
position as a global leader in the operation and provision of
professional production facilities and related services under its
iconic studio brands.
-- The Pinewood Directors, who have been so advised by
Rothschild as to the financial terms of the Offer (acting as
independent Rule 3 adviser to the Pinewood Directors), unanimously
consider the terms of the Offer to be fair and reasonable and in
the best interests of Pinewood Shareholders as a whole. In
providing advice to the Pinewood Directors, Rothschild has taken
into account the commercial assessments of the Pinewood Directors.
Peel Hunt in its role as corporate broker and nominated adviser to
the Company has advised the Pinewood Directors on the merits of the
Offer and the recommendation to Pinewood Shareholders.
-- Accordingly, the Pinewood Directors intend to recommend
unanimously that Pinewood Shareholders vote in favour of the Scheme
at the Court Meeting and the Resolutions at the General Meeting, as
the Pinewood Directors have irrevocably undertaken to do in respect
of their own beneficial holdings of 323,267 Pinewood Shares
representing, in aggregate, approximately 0.56 per cent. of the
ordinary share capital of Pinewood in issue on 11 August 2016
(being the last Business Day prior to this Announcement) (or, if
the Offer is implemented by way of a Contractual Offer, to accept
or procure acceptance of the Contractual Offer).
-- Irrevocable undertakings have also been received from
Goodweather Investment Management Limited, Warren James Holdings
Limited and Aviva plc to vote, or procure the vote, in favour of
all of the Resolutions in respect of their entire beneficial
holdings of Pinewood Shares amounting, in aggregate, to 45,544,394
Pinewood Shares, which represent approximately 79.33 per cent. of
the ordinary share capital of Pinewood in issue on 11 August 2016
(being the last Business Day prior to this Announcement) (or, in
the event that the Offer is implemented by way of a Contractual
Offer, to accept or procure acceptance of the Contractual
Offer).
-- In total therefore, irrevocable undertakings in favour of the
Resolutions have been received from Pinewood Shareholders
controlling, in aggregate, 45,867,661 Pinewood Shares, which
represents approximately 79.9 per cent of the ordinary share
capital of Pinewood in issue on 11 August 2016 (being the last
Business Day prior to this Announcement).
-- The Offer is intended to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. Bidco reserves the right to elect to implement the
Offer by way of a Contractual Offer, subject to the Panel's
consent.
-- The Offer is also subject to the Conditions and certain
further terms set out in Appendix 2 to this Announcement, including
the sanction of the Scheme by the Court, and to the full terms and
conditions which will be set out in the Scheme Document.
-- The Scheme Document, containing further information about the
Offer and notices convening the Court Meeting and the General
Meeting, will be published in due course (and, in any event, within
28 days of this Announcement) and will be made available by Bidco
on its website at www.pictureholdcoltd.com and by Pinewood on its
website at www.pinewoodgroup.com/investor-relations.
-- It is expected that the Scheme will become Effective in the
fourth quarter of 2016, subject to the satisfaction or waiver of
the Conditions and certain further terms set out in Appendix 2 to
this Announcement. As the Pinewood Group includes an FCA-authorised
subsidiary, Pinewood Film Advisors Limited, the Offer 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). As a result, the timetable for the Scheme is subject to
change.
Commenting on the Offer, Lord Grade of Yarmouth, CBE, Chairman
of Pinewood, said:
"The Board believes that Bidco can provide Pinewood with the
platform required for future growth. The Pinewood Group has been
transformed in recent years but has been somewhat constrained in
realising its ambitions due to the lack of share liquidity. As a
result of the Strategic Review instigated by the Board, Pinewood
now has the prospect of a funding structure for the future. The
Board is encouraged by the commitment Bidco has already shown to
management, to Pinewood's strategy for growth, and to the future of
the iconic Pinewood Studios.
The Board believes that this transaction provides our
shareholders with an attractive offer. Moreover the Board believes
that following the transaction, Pinewood and clients will benefit
from greater opportunities in the years ahead and the Board intends
to recommend the offer unanimously."
Commenting on the Offer, Léon 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 summary should be read in conjunction with, and is subject
to, the following full Announcement and the Appendices. Certain
terms used in this Announcement are defined in Appendix 1 to this
Announcement. Information in respect of the irrevocable
undertakings is set out in Appendix 3 to this Announcement.
Appendix 4 to this Announcement contains bases and sources of
certain information contained in this Announcement.
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
Simon Hampton
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.
Jones Day are retained as legal advisers to Bidco.
Travers Smith LLP are retained as legal advisers to
Pinewood.
IMPORTANT NOTES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of Pinewood in any jurisdiction in contravention of
applicable law. The Offer will be effected solely through the
Scheme Document (or, if the Offer is implemented by way of a
Contractual Offer, the offer document) which will contain the full
terms and conditions of the Offer. Any vote, decision in respect
of, or other response to, the Scheme (or the Contractual Offer, if
applicable) should be made only on the basis of the information
contained in the Scheme Document (or, if applicable, the offer
document). Each Pinewood Shareholder is urged to consult its
independent professional advisers immediately regarding the tax
consequences of the Offer applicable to them.
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 availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. The Offer
will not be made available, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. 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
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to Overseas Shareholders will be contained in the Scheme
Document.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
The Offer 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.
Copies of this Announcement and formal documentation relating to
the Offer will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Offer. If the Offer is implemented
by way of a Contractual Offer (unless otherwise permitted by
applicable law or regulation), the Contractual Offer may not be
made, directly or indirectly, in or into or from any Restricted
Jurisdiction.
In accordance with normal UK practice, Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Pinewood Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Contractual Offer, if applicable) becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Publication on Website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Pinewood Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Bidco may be provided to Bidco during the Offer
Period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.12(c) of the Code.
Requesting Hard Copy Documents
Pursuant to Rule 30.2 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested from either Bidco by contacting Davinia Smith
at davinia.smith@alterdomus.com or telephone number
+44(0)2076454800; or Pinewood by contacting Andrew M. Smith at
andrew.smith@pinewoodgroup.com or telephone number +44 (0) 1753 656
732.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference to this Announcement), oral statements made regarding the
Offer and other information published by Bidco and Pinewood contain
certain statements which are, or may be deemed to be,
"forward-looking statements" with respect to, for example, the
financial condition, results of operations and business of Pinewood
and certain plans and objectives of Bidco with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often, but not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "budget", "forecast", "scheduled", or
other words of similar meaning. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations. These statements are based on assumptions and
assessments made by Pinewood or Bidco in light of their experience
and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither Pinewood nor Bidco
assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates and changes in tax rates.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No Profit Forecast
No statement in this Announcement is intended as a profit
forecast or a profit estimate and no statement in this Announcement
should be interpreted to mean that prospective earnings per
Pinewood Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
Pinewood Share.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of 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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) 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 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 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,
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 an 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
12 August 2016
RECOMMED CASH OFFER
for
Pinewood Group plc
by
Picture Holdco Limited
(a newly-incorporated company indirectly owned by PW Fund
III)
intended to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
Further to the announcement on 28 July 2016, the boards of Bidco
and Pinewood are pleased to announce that Bidco has satisfied its
financing pre-condition and accordingly Bidco and Pinewood have
reached agreement on the terms of a recommended cash acquisition
pursuant to which Bidco, a newly-incorporated company indirectly
owned by PW Fund III, intends to acquire all of the issued share
capital of Pinewood.
The Offer is intended to be implemented by means of a
Court-sanctioned scheme of arrangement between Pinewood and
Pinewood Shareholders under Part 26 of the Companies Act. Bidco
reserves the right to elect to implement the Offer by way of a
Contractual Offer, subject to the Panel's consent.
The Scheme will be subject to the Conditions set out below and
in Appendix 2 to this Announcement and the full terms and
conditions to be set out in the Scheme Document.
Subject to the satisfaction or, where appropriate, waiver of the
Conditions, it is expected that the Offer will become Effective in
the fourth quarter of 2016. Further details in respect of the
expected timetable of key events in relation to the Offer will be
set out in the Scheme Document to be sent to Pinewood Shareholders
in due course.
2. Terms of the Offer
The Offer, which will be subject to the Conditions and certain
further terms referred to in Appendix 2 to this Announcement,
comprises 563.2 pence of cash per Pinewood Share on the following
basis:
- for each Pinewood Share 560 pence in cash; and
- for Pinewood Shareholders who are on the register of members
of Pinewood at the close of business on 2 September 2016, the
Agreed Dividend of 3.2 pence per Pinewood Share which, subject to
shareholder approval at the Pinewood AGM, will be paid on 3 October
2016 without any reduction to the Offer Price payable by Bidco
under the terms of the Offer.
For the avoidance of doubt, the Pinewood AGM will still take
place on 26 September 2016 to, inter alia, approve the Agreed
Dividend. Pinewood Shareholders should refer to the Notice of
General Meeting dated 5 August 2016 for further details on
attending and voting at the Pinewood AGM.
If, after the date of this Announcement, any dividend and/or
other distribution and/or other return of capital (other than the
Agreed Dividend) is announced, declared or paid in respect of the
Pinewood Shares, Bidco reserves the right to reduce the Offer Price
by an amount up to the amount of such dividend and/or distribution
and/or return of capital so announced, declared or paid.
This price (together with the Agreed Dividend) represents a
value of GBP323.3 million for the entire issued ordinary share
capital of Pinewood 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; and
- a premium of 50.2 per cent. to the 375 pence price of the
share placing which completed on 17 April 2015.
The Pinewood Directors intend to recommend unanimously that
Pinewood Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions at the General Meeting, as the Pinewood
Directors have irrevocably undertaken to do in respect of their own
beneficial holdings of 323,267 Pinewood Shares representing, in
aggregate, approximately 0.56 per cent. of the ordinary share
capital of Pinewood in issue on 11 August 2016 (being the last
Business Day prior to this Announcement) (or, if the Offer is
implemented by way of a Contractual Offer, to accept or procure
acceptance of the Contractual Offer).
Irrevocable undertakings have also been received from
Goodweather Investment Management Limited, Warren James Holdings
Limited and Aviva plc to vote, or procure the vote, in favour of
all of the Resolutions in respect of their entire beneficial
holdings of Pinewood Shares amounting, in aggregate, to Pinewood
Shares, which represent approximately 79.33 per cent. of the
ordinary share capital of Pinewood in issue on 11 August 2016
(being the last Business Day prior to this Announcement) (or, if
the Offer is implemented by way of a Contractual Offer, to accept
or procure acceptance of the Contractual Offer).
In total therefore, irrevocable undertakings in favour of the
Resolutions have been received from Pinewood Shareholders
controlling, in aggregate, 45,867,661 Pinewood Shares, which
represents approximately 79.9 per cent. of the ordinary share
capital of Pinewood in issue on 11 August 2016 (being the last
Business Day prior to this Announcement).
3. Information on Pinewood
Pinewood is a leading provider of studio and related services to
the global screen-based industries. The Company's services include
film production, filmed television and studio television recording,
digital content services and the provision of facilities to media
related business.
The Group's unique selling point is the breadth of production
related facilities and services available 'on-the-lot' which
provides clients with a full service offering. The Company
currently has two reporting segments - Media Services, which
provides studio and related services to the screen-based
industries; and Media Investment, which provides investment funding
and production services to the screen-based industries.
The Media Services segment has principally three complementary
operating streams - Film; Television; and Media Hub. Within Film
and Television, operations include stage and ancillary and digital
content services, which includes picture and sound post production,
media storage and management and distribution for original English
language and internationally re-versioned content.
The Media Hub is currently home to 241 independent businesses
representing and providing expertise, equipment and support to the
film, television, games, advertising and photographic industries.
These companies come together to form a unique cluster and centre
of excellence for the entire creative industry.
The Media Investment segment (trading as "Pinewood Pictures")
includes an agreement to source and advise on film, high-end
television and video game investment opportunities for two media
development funds. In addition, the segment involves identification
and investment by the Company in British qualifying film and
high-end television productions.
International operations, which leverage the Pinewood brand,
include providing international sales, marketing, studio
development and consultancy services in Canada, the Dominican
Republic, Malaysia and China plus a joint venture in the United
States of America.
4. Current trading of pinewood
Since the publication of the results for the financial year
ended 31 March 2016, the Company has continued to experience strong
demand for its facilities and services.
5. Information on Bidco
Bidco is a company incorporated under the laws of England and
Wales for the purposes of the Offer and is owned indirectly by PW
Fund III. Bidco has not traded since its date of incorporation, and
Bidco has not entered into any obligations, other than in
connection with the Offer and the financing of the Offer.
PW Fund III is one of the PW Funds, a series of funds advised by
Aermont. PW Fund III has committed partnership capital of EUR 1.5
billion and no capital has been called to date. PW Fund III acts by
its general partner PW Fund III GP. Léon Bressler is the
controlling shareholder of PW Fund III GP. Any investment decisions
of PW Fund III GP are taken by a five member board of directors, of
which four are independent directors.
The PW Funds invest in real estate and real estate related
opportunities, including operating companies with a real estate
component in the UK and Europe, focusing on long-term value
creation projects for assets and businesses. Collectively, the PW
Funds have received equity commitments of around EUR 4 billion made
by investors that include prominent public and private pension
plans and other institutions in Europe, the United States, Asia and
the Middle East.
Aermont is a London-based independent asset management business
that serves as investment advisor to each of the PW Funds and is
managed by a five member Management Committee (including four
partners). Léon Bressler is the Managing Partner of Aermont.
6. Background to and reasons for the Offer
Bidco believes that Pinewood represents a compelling opportunity
to invest in a well-established and growing business led by an
experienced management team. The Board of Bidco believes that
Pinewood's attractions include, among others, (i) its
well-recognised and iconic brand; (ii) its world class facilities
and market leading position, (iii) its highly regarded and
experienced professionals; and (iv) various long-term growth
opportunities.
Bidco intends to focus on and invest in Pinewood's core business
of providing world class facilities for the production and
post-production of screen content both in the UK and
internationally. Further, Bidco intends to work with management to
evaluate and develop growth opportunities within the business.
Aermont has a strong track record in operating companies with a
real estate component. Bidco intends to provide strategic guidance,
financial capital and operational expertise to support the
continued growth of the Company.
7. Background to and reasons for the Recommendation
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.
As stated in the announcement on 10 February 2016, the goals of
the Strategic Review were to "evaluate alternative opportunities to
maximise value for the Company's shareholders and to build on
Pinewood's successes to date". In assessing the future prospect of
the Company, the Board has been particularly concerned to address
funding for future growth.
Rothschild also assisted with a broader review of the Company's
overall capital base and structure. 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.
Whilst the Pinewood Board continues to believe in the prospects
for the business as a standalone company, the Board also recognises
that the Offer represents an attractive valuation and premium to
the undisturbed share price. The Offer also provides all Pinewood
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 Board intends
to unanimously recommend the Offer to Pinewood Shareholders.
8. Management, Employees and Location
Bidco recognises and respects the capabilities and experience of
Pinewood's existing management and employees and considers them to
be crucial to the future success of Pinewood.
Bidco intends to discuss with the senior management of Pinewood
their continuing involvement in the Enlarged Group. Given the
importance which Bidco places on their ongoing participation, Bidco
intends to put in place certain incentivisation arrangements with
senior management. No discussions have yet taken place between
Bidco and senior management in relation to the terms or allocation
of those arrangements.
Bidco has no intention of changing the location of Pinewood's
operations and intends to continue operating Pinewood 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 facilities
and related services.
Following completion of the Offer, Bidco confirms that the
existing employment rights of all the Pinewood Group's employees
will be fully observed and pension obligations complied with.
Pinewood operates a Long Term Incentive Plan (the LTIP) under
which awards have been made to senior management in respect of the
year ended 31 March 2016. These LTIP awards entitle participants to
receive a cash payment in accordance with the terms of the LTIP on
the Scheme becoming Effective.
9. De-listing
Pinewood intends, at least 20 Business Days prior to the Scheme
becoming Effective, to make an application for the cancellation of
the admission to trading of Pinewood Shares on AIM, requesting that
the cancellation takes place. It is intended that dealing in
Pinewood Shares will be suspended at 5.00pm London time on the
Business Day immediately preceding the Effective Date.
On the Effective Date, share certificates in respect of Pinewood
Shares will cease to be valid and should be destroyed. In addition,
entitlements to Pinewood Shares held within the CREST system will
be cancelled.
On the Effective Date, the Company will become a wholly-owned
subsidiary of Bidco. As soon as possible after the Effective Date,
it is intended that the Company will be re-registered as a private
limited company.
10. Financing the Offer
The cash consideration payable pursuant to the Offer will be
funded using a combination of cash resources provided by PW Fund
III to Bidco and an acquisition facility to be made available to
Bidco by the Lenders pursuant to the Facility Agreement. In
connection with the Facility Agreement, Bidco will: (i) pay a
coupon pursuant to the terms of the Coupon Letter; (ii) pay an
arrangement fee (and may be required to pay certain other fees)
pursuant to the terms of the Arrangement Fee Letter; (iii) pay a
fee to the Agent under the Agency Fee Letter; and (iv) may be
required to pay a prepayment fee pursuant to the terms of the
Prepayment Fee Letter for a prepayment of the acquisition
facility.
Under the Facility Agreement, Bidco has agreed that it shall be
a condition to drawing under the Facility Agreement that, except as
consented to by the Lenders, Bidco shall not have waived or amended
any term or condition of the Scheme or the Contractual Offer in a
manner which is materially adverse to the interests of the Lenders,
unless such action is required by the Code, the Panel, a court or
any other applicable law, regulation or regulatory body or where
the Panel, the Code, the Court or any other court or any other
applicable law, regulation or regulatory body would not allow Bidco
to invoke or rely on a term in the Scheme or Contractual Offer.
PricewaterhouseCoopers, which is advising Bidco in relation to
the cash confirmation pursuant to Rules 2.7(d) and 24.8 of the
Code, is satisfied that resources are available to Bidco sufficient
to satisfy in full the cash consideration payable under the terms
of the Offer.
11. Interests in Pinewood securities
Save in respect of the irrevocable undertakings referred to in
paragraph 15, as at the close of business on 11 August 2016 (being
the last Business Day before this Announcement) neither Bidco, nor
any of its directors, nor, so far as Bidco is aware, any person
acting in concert (within the meaning of the Code) with it has (i)
any interest in or right to subscribe for any relevant securities
of Pinewood; nor (ii) any short positions in respect of relevant
Pinewood Shares (whether conditional or absolute and whether in the
money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery, nor
(iii) borrowed or lent any relevant Pinewood Shares (including, for
these purposes, any financial collateral arrangements of the kind
referred to in Note 4 on Rule 4.6 of the Code).
12. The Scheme
It is proposed that the Offer will be implemented by way of a
Court-sanctioned scheme of arrangement between Pinewood and
Pinewood Shareholders under Part 26 of the Companies Act, although
Bidco reserves the right, at its sole discretion and subject to the
consent of the Panel, to seek to implement the Offer by way of a
Contractual Offer for the entire issued share capital of the
Company, and to make appropriate amendments to the terms of the
Offer arising from the change from the Scheme to a Contractual
Offer. The purpose of the Scheme is for Bidco to become the owner
of the entire issued share capital of Pinewood.
The Offer is subject to a number of Conditions and certain
further terms set out in Appendix 2 to this Announcement and to the
full terms and conditions to be set out in the Scheme Document, and
will only become Effective if, amongst other things, the following
events occur on or before Long Stop Date, or such later date as
Bidco and Pinewood agree:
-- the receipt by Bidco of FCA consent to the change of control
of Pinewood Film Advisors Limited that will occur as a result of
the Offer for the purposes of the controllers regime under Part XII
of the Financial Services and Markets Act 2000 (as amended);
-- a resolution to approve the Scheme is passed by a majority in
number of the Pinewood Shareholders present and voting (and
entitled to vote) at the Court Meeting (whether in person or by
proxy), representing at least 75 per cent. in value of the Pinewood
Shares voted by those Pinewood Shareholders;
-- the special resolutions necessary to implement the Scheme are
passed at the General Meeting of Pinewood (which will require the
approval of Pinewood Shareholders representing at least 75 per
cent. of the votes cast at the General Meeting) which is expected
to be held immediately after the Court Meeting;
-- following the Meetings, the Scheme is sanctioned by the Court
(without modification, or with modificationon terms agreed by
Pinewood and Bidco); and
-- an office copy of the Scheme Court Order being delivered to
the Registrar of Companies and registered by the Registrar of
Companies, whereupon the Scheme will become Effective.
Upon the Scheme becoming Effective, it shall be binding upon all
Pinewood Shareholders irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable
for its implementation, will be set out in the Scheme Document.
13. The Court Meeting and the General Meeting
The Offer (including the Scheme) will be put to Pinewood
Shareholders at the Court Meeting and at the General Meeting, which
are expected to be held at the end of the third quarter of 2016, or
in the early part of the fourth quarter of 2016.
The purpose of the Court Meeting is to seek the approval of
Pinewood Shareholders for the Scheme and certain related
matters.
The purpose of the General Meeting is to consider and, if
thought fit, pass the other necessary resolutions to give effect to
the Offer, being:
-- a special resolution to approve amendments to the articles of
association of the Company in connection with and to facilitate the
Scheme; and
-- a special resolution to re-register the Company as a private
company conditional upon the Scheme becoming Effective.
The Pinewood AGM will still take place on 26 September 2016 to,
inter alia, approve the Agreed Dividend. Pinewood Shareholders
should refer to the Notice of General Meeting dated 5 August 2016
for further details on attending and voting at the Pinewood
AGM.
14. Expected timetable for posting of the Scheme Document
The Scheme Document, containing further information about the
Offer and notices convening the Court Meeting and the General
Meeting, will be posted to Pinewood Shareholders in due course
(and, in any event, within 28 days of this Announcement, unless
otherwise agreed with the Panel) and the Scheme will become
Effective in the fourth quarter of 2016, subject to the
satisfaction of the Conditions and further terms set out in
Appendix 2.
As the Pinewood Group includes an FCA-authorised subsidiary,
Pinewood Film Advisors Limited, the Offer 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). As a
result, the timetable for the Scheme is subject to change.
15. Irrevocable undertakings
Pinewood Directors
Irrevocable undertakings to vote, or procure the vote, in favour
of all of the Resolutions to be proposed at the Meetings have been
received from Lord Grade, Ivan Dunleavy, Nicholas Smith, Chris
Naisby and Andrew M. Smith in respect of their entire beneficial
holdings of Pinewood Shares amounting, in aggregate, to 323,267
Pinewood Shares, which represents approximately 0.56 per cent. of
the ordinary share capital of Pinewood in issue on 11 August 2016
(being the last Business Day prior to this Announcement).
Each of the above irrevocable undertakings will cease to be
binding only if the Offer (or, if made, a Contractual Offer) lapses
or is withdrawn at any time (but will continue be binding if the
Offer is changed from the Scheme to a Contractual Offer).
Further details of these irrevocable undertakings are set out in
Appendix 3 to this Announcement.
Other Pinewood Shareholders
Irrevocable undertakings have been received from each of
Goodweather Investment Management Limited, Warren James Holdings
Limited and Aviva plc to vote, or procure the vote, in favour of
all of the Resolutions to be proposed at the Meetings in respect of
their entire beneficial holdings of Pinewood Shares amounting, in
aggregate, to 45,544,394 Pinewood Shares, which represents
approximately 79.33 per cent. of the ordinary share capital of
Pinewood in issue on 11 August 2016 (being the last Business Day
prior to this Announcement) Further details of these irrevocable
undertakings including the circumstances in which the above
irrevocable undertakings will cease to be binding are set out in
Appendix 3 to this Announcement.
16. Recommendation
The Pinewood Directors, who have been so advised by Rothschild
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Pinewood Directors, Rothschild have taken into account the
commercial assessments of the Pinewood Directors. Rothschild is
providing independent financial advice to the Pinewood Directors
for the purposes of Rule 3 of the Code. Peel Hunt in its role as
corporate broker and nominated adviser to the Company has advised
the Pinewood Directors on the merits of the Offer and the
recommendation to Pinewood Shareholders.
Accordingly, the Pinewood Directors intend to recommend
unanimously that Pinewood Shareholders vote in favour of the Scheme
and the Resolutions as the Pinewood Directors have irrevocably
undertaken to do in respect of their own beneficial holdings of
323,267 Pinewood Shares representing, in aggregate, approximately
0.56 per cent. of the ordinary share capital of Pinewood in issue
on 11 August 2016 (being the last Business Day prior to this
Announcement) (or, if the Offer is implemented by way of a
Contractual Offer, to accept or procure acceptance of the
Contractual Offer).
17. Offer-related arrangements and documents available on website
Confidentiality Agreement
Pursuant to the Confidentiality Agreement, Bidco has undertaken
to keep confidential certain information relating to Pinewood and
not to disclose it to third parties (other than to permitted
recipients) unless required by law or regulation.
Documents available on website
The Scheme Document, which will contain further information
about the Offer and notices convening the Court Meeting and the
General Meeting, will be published in due course (and, in any
event, within 28 days of this Announcement) and will be made
available by Bidco on its website at www.pictureholdcoltd.com and
by Pinewood on its website at
www.pinewoodgroup.com/investor-relations.
A copy of this Announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Bidco's website at www.pictureholdcoltd.com and
Pinewood's website at www.pinewoodgroup.com by no later than 12
noon (London time) on the Business Day following this Announcement.
The contents of those websites are not incorporated and do not form
part of this Announcement.
Copies of the following documents will also be made available on
Bidco's website at www.pictureholdcoltd.com and/or, as the case may
be, Pinewood's website at www.pinewoodgroup.com/investor-relations
until the end of the Offer:
-- documents relating to the financing of the Offer referred to in paragraph 10 above;
-- the written consents of each of PricewaterhouseCoopers, Rothschild and Peel Hunt;
-- the irrevocable undertakings referred to in paragraph 15 above; and
-- the Confidentiality Agreement referred to above.
18. Availability of hard copies
Pursuant to Rule 30.2 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form.
For persons who receive a copy of this Announcement in
electronic form or via a website notification, a hard copy of this
Announcement will not be sent unless so requested from either Bidco
by contacting Davinia Smith at davinia.smith@alterdomus.com or
telephone number +44(0)2076454800; or Pinewood by contacting Andrew
M. Smith at andrew.smith@pinewoodgroup.com or telephone number +44
(0) 1753 656 732.
19. General
Bidco reserves the right, at its sole discretion and subject to
the consent of the Panel, to seek to implement the Offer by way of
a Contractual Offer, and to make appropriate amendments to the
terms of the Offer arising from the change from the Scheme to a
Contractual Offer.
The bases and sources of certain financial information contained
in this Announcement are set out in Appendix 4 to this
Announcement. A summary of the irrevocable undertakings is
contained in Appendix 3 to this Announcement.
Certain terms used in this Announcement are defined in Appendix
1 to this Announcement.
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.
Rothschild and Peel Hunt have both given and not withdrawn their
consent to the publication of this Announcement with the inclusion
herein of the references to their names in the form and context in
which they appear
Jones Day are retained as legal advisers to Bidco.
Travers Smith LLP are retained as legal advisers to
Pinewood.
IMPORTANT NOTES
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of Pinewood in any jurisdiction in contravention of
applicable law. The Offer will be effected solely through the
Scheme Document (or, if the Offer is implemented by way of a
Contractual Offer, the offer document) which will contain the full
terms and conditions of the Offer. Any vote, decision in respect
of, or other response to, the Scheme (or the Contractual Offer, if
applicable) should be made only on the basis of the information
contained in the Scheme Document (or, if applicable, the offer
document). Each Pinewood Shareholder is urged to consult its
independent professional advisers immediately regarding the tax
consequences of the Offer applicable to them.
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 availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. The Offer
will not be made available, directly or indirectly, in, into or
from any jurisdiction where to do so would violate the laws in that
jurisdiction. 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
requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to Overseas Shareholders will be contained in the Scheme
Document.
This Announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
The Offer 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.
Copies of this Announcement and formal documentation relating to
the Offer will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Offer. If the Offer is implemented
by way of a Contractual Offer (unless otherwise permitted by
applicable law or regulation), the Contractual Offer may not be
made, directly or indirectly, in or into or from any Restricted
Jurisdiction.
In accordance with normal UK practice, Bidco or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Pinewood Shares, other
than pursuant to the Offer, until the date on which the Scheme (or
Contractual Offer, if applicable) becomes Effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Publication on Website
Pursuant to Rule 26.1 of the Code, a copy of this Announcement
and other documents in connection with the Scheme 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by Pinewood Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Bidco may be provided to Bidco during the Offer
Period as requested under Section 4 of Appendix 4 of the Code to
comply with Rule 2.12(c) of the Code.
Requesting Hard Copy Documents
Pursuant to Rule 30.2 of the Code, a person so entitled may
request a copy of this Announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent
unless so requested from either Bidco by contacting Davinia Smith
at davinia.smith@alterdomus.com or telephone number
+44(0)2076454800; or Pinewood by contacting Andrew M. Smith at
andrew.smith@pinewoodgroup.com or telephone number +44 (0) 1753 656
732.
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference to this Announcement), oral statements made regarding the
Offer and other information published by Bidco and Pinewood contain
certain statements which are, or may be deemed to be,
"forward-looking statements" with respect to, for example, the
financial condition, results of operations and business of Pinewood
and certain plans and objectives of Bidco with respect thereto.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often, but not always, use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", "budget", "forecast", "scheduled", or
other words of similar meaning. Such statements are qualified in
their entirety by the inherent risks and uncertainties surrounding
future expectations. These statements are based on assumptions and
assessments made by Pinewood or Bidco in light of their experience
and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors
described in the context of such forward-looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither Pinewood nor Bidco
assumes any obligation to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates and changes in tax rates.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
No Profit Forecast
No statement in this Announcement is intended as a profit
forecast or a profit estimate and no statement in this Announcement
should be interpreted to mean that prospective earnings per
Pinewood Share for the current or future financial years would
necessarily match or exceed the historical published earnings per
Pinewood Share.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of 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 10(th) Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) 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 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 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,
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 an 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Appendix 1
DEFINITIONS
In this Announcement the following words and expressions have
the following meanings unless the context requires otherwise:
"Aermont" Aermont Capital LLP (formerly,
PW Real Assets LLP)
"Agency Fee Letter" the letter from the Agent
to Bidco dated on or
before the date of this
Announcement
"Agent" the agent of the Lenders
under the Facility Agreement
"Agreed Dividend" the proposed final dividend
of 3.2p per Pinewood
Share in respect of the
year ended 31 March 2016
announced in the full
year results for the
year ended 31 March 2016,
dated 11 July 2016 and
payable to Pinewood Shareholders
on the register at the
close of business on
the Record Date
"AIM" the AIM Market of the
London Stock Exchange
"Announcement" this announcement made
in accordance with Rule
2.7 of the Code
"Announcement Date" the date of this Announcement
"Arrangement Fee Letter" the letter from the Lenders
to Bidco dated on or
before the date of this
Announcement
"Authorisations" regulatory authorisations,
orders, recognitions,
grants, consents, clearances,
confirmations, certificates,
licences, permissions
or approvals
"Bidco" Picture Holdco Limited
"Board" board of directors of
the relevant company
"Business Day" a day, other than a Saturday,
Sunday or public holiday
in the UK, on which banks
are open for non-automated
business in the City
of London
"City Code" or "Code" City Code on Takeover
and Mergers
"CMA Phase 2 Reference" a reference of the Offer
to the chair of the Competition
and Markets Authority
for the constitution
of a group under Schedule
4 to the Enterprise and
Regulatory Reform Act
2013
"Companies Act" the Companies Act 2006,
as amended
"Competition and Markets a UK statutory body established
Authority" under the Enterprise
and Regulatory Reform
Act 2013
"Conditions" the terms and conditions
to the implementation
of the Offer, as set
out in Appendix 2 to
this Announcement and
to be set out in the
Scheme Document
"Confidentiality Agreement" the confidentiality and
standstill agreement
entered into between
Pinewood and Aermont
Capital LLP, in its capacity
as investment adviser
to Bidco, on 22 March
2016
"Contractual Offer" means a takeover offer
within the meaning of
Part 28 of the Companies
Act
"Coupon Letter" the letter from the Agent
to Bidco dated on or
before the date of this
Announcement
"Court" the High Court of Justice
in England and Wales
"Court Meeting" the meeting of Pinewood
Shareholders to be convened
by order of the Court
under section 896 of
the Companies Act for
the purposes of considering
and, if thought fit,
approving the Scheme
(with or without amendment),
and any adjournment thereof
"CREST" the system for the paperless
settlement of trades
in securities and the
holding of uncertificated
securities operated by
Euroclear
"Dealing Disclosure" has the same meaning
as in Rule 8 of the Code
"Disclosed" the information fairly
disclosed by, or on behalf
of Pinewood, (i) in the
annual report and accounts
of the Pinewood for the
financial year ended
31 March 2016 as announced
on 11 July 2016; (ii)
in any other announcement
to a Regulatory Information
Service by, or on behalf
of Pinewood prior to
the publication of this
Announcement; (iii) in
any of the documents,
papers or written information
made available in the
data room maintained
by Merrill Corporation
entitled Project Picture
by 5.00pm on 11 August
2016 (being the day immediately
prior to the date of
this Announcement)
"Effective" in the context of the
Offer (i) if the Offer
is implemented by way
of a Scheme, the Scheme
having become effective
in accordance with its
terms, upon the delivery
of the Court Order to
the Registrar of Companies;
or (ii) if the Offer
is implemented by way
of a Contractual Offer,
the Contractual Offer
having been declared
or become unconditional
in all respects in accordance
with the requirements
of the Code
"Effective Date" the date on which the
Scheme becomes Effective
in accordance with its
terms
"Enlarged Group" Bidco as enlarged by
the acquisition of the
Company, subject to the
Scheme becoming Effective
"EU Merger Regulation" Council Regulation 139/2004/EC
of 20 January 2004 on
the control of concentrations
between undertakings
"Euroclear" Euroclear UK and Ireland
Limited
"Facility Agreement" the term loan facility
entered into between
Bidco and the Lenders
dated on or before the
date of this Announcement
"FCA" the Financial Conduct
Authority acting in its
capacity as the competent
authority for the purposes
of Part VI of the UK
Financial Services and
Markets Act 2000
"Form(s) of Proxy" the forms of proxy for
use by Shareholders in
connection with the Court
Meeting and the General
Meeting
"General Meeting" the meeting of Pinewood
Shareholders to be convened
for the purposes of considering
and, if thought fit,
approving the Scheme
and other resolutions
ancillary to the Scheme,
and any adjournment thereof
"Lenders" European Real Estate
Debt II S.àr.l.
and DRC European Real
Estate Debt III No. 2
S.àr.l.
"London Stock Exchange" London Stock Exchange
plc
"Long Stop Date" 12 December 2016, or
such later date (if any)
as Bidco and Pinewood
may agree and (if required)
the Panel and the Court
may allow
"Meetings" the General Meeting and
the Court Meeting
"Offer" the proposed offer being
made by Bidco to acquire
the entire issued share
capital of Pinewood to
be effected by means
of the Scheme (or, if
Bidco so elects and with
the consent of the Panel,
a Contractual Offer)
and, where the context
admits, any subsequent
revision, variation,
extension or renewal
thereof
"Offer Period" the offer period (as
defined by the Code)
relating to Pinewood,
which commenced on 10
February 2016
"Offer Price" the consideration payable
under the terms of the
Offer in respect of a
Pinewood Share
"Opening Position Disclosure" has the same meaning
as in Rule 8 of the Code
"Overseas Shareholders" Pinewood Shareholders
(or nominees, or custodians
or trustees of Pinewood
Shareholders) who are
resident in, or nationals
or citizens of jurisdictions
outside the UK or who
are citizens or residents
of countries other than
the UK
"Panel" the Panel on Takeovers
and Mergers
"Peel Hunt" Peel Hunt LLP
"Pinewood" or the "Company" Pinewood Group plc
"Pinewood AGM" the annual general meeting
of Pinewood to be held
on 26 September 2016
"Pinewood Directors" the directors of Pinewood
"Pinewood Group" Pinewood and its subsidiaries
and its subsidiary undertakings
"Pinewood Group Company" Pinewood and any member
of its Group (where "Group"
has the meaning ascribed
to it in section 421
of the Financial Services
and Markets Act 2000)
"Pinewood Shareholders" the holders of Pinewood
Shares
"Pinewood Share(s)" the existing unconditionally
allotted or issued and
fully paid ordinary shares
of 10 pence each in the
capital of Pinewood and
any further such ordinary
shares which are issued
before the Scheme becomes
Effective
"Prepayment Fee Letter" the letter from the Agent
to Bidco dated on or
before the date of this
Announcement
"PricewaterhouseCoopers" PricewaterhouseCoopers
LLP
"PW Fund III" PW Real Estate Fund III
LP, a Jersey limited
partnership, whose general
partner is PW Fund III
GP and whose investment
adviser is Aermont
"PW Fund III GP" PW Real Estate Fund III
GP Limited, a Jersey
limited company
"PW Funds" the series of funds advised
by Aermont of which PW
Fund III is one
"Record Date" close of business on
2 September 2016
"Registrar of Companies" registrar of companies
in England and Wales
"Regulatory Information any of the services set
Service" out in Appendix III to
the UK Listing Authority's
Listing Rules
"Resolutions" each of the resolutions
(where applicable) as
described in paragraph
12 of the Announcement
"Restricted Jurisdiction" any jurisdiction where
the relevant action would
consitute a violation
of the relevant laws
and regulations of such
jurisdiction or would
result in a requirement
to comply with any governmental
or other consent or any
registration, filing
or other formality which
Bidco or Pinewood regards
as unduly onerous
"Rothschild" N M Rothschild & Sons
Limited
"Scheme" the proposed scheme of
arrangement under Part
26 of the Companies Act
between Pinewood and
Pinewood Shareholders
in connection with the
Offer, with or subject
to any modification,
addition or condition
approved (if necessary)
or imposed by the Court
and agreed by Pinewood
and Bidco
"Scheme Court Hearing" the hearing at which
the Scheme Court Order
is made
"Scheme Court Order" the order of the Court
sanctioning the Scheme
under Part 26 of the
Companies Act
"Scheme Document" the document to be sent
to Pinewood Shareholders,
containing, amongst other
things, the Scheme and
the notices convening
the Court Meeting and
the General Meeting
"Strategic Review" the strategic review
of the Company's capital
base and structure as
announced on 10 February
2016
"Third Party" each of a central bank,
government or governmental,
quasi-governmental, supranational,
statutory, regulatory,
environmental, administrative,
fiscal or investigative
body, court, trade agency,
association, institution,
environmental body, employee
representative body or
bodies responsible for
the review and/or approval
of mergers, acquisitions,
concentrations, joint
ventures or any other
similar matter or any
other body or person
whatsoever in any jurisdiction
"United Kingdom" or "UK" the United Kingdom of
Great Britain and Northern
Ireland
"Voting Record Time" the date and time specified
in the Scheme Document
by reference to which
entitlement to vote at
the Court Meeting will
be determined
"Wider Bidco Group" Bidco and its associated
undertakings and any
other body corporate,
partnership, joint venture
or person in which Bidco
and all such undertakings
(aggregating their interests)
have a direct or indirect
interest of 20 per cent
or more of the total
voting rights, which
in the case of a person
or entity with equity
share capital, means
20 per cent, or more
of the total voting rights
conferred by the equity
share capital (as defined
in section 548 of the
Companies Act) of such
undertaking
"Wider Pinewood Group" Pinewood and its associated
undertakings and any
other body corporate,
partnership, joint venture
or person in which Pinewood
and such undertakings
(aggregating their interests)
have a direct or indirect
interest of 20 per cent.
or more of the total
voting rights, which
in the case of a person
or entity with equity
share capital, means
20 per cent., or more
of the total voting rights
conferred by the equity
share capital (as defined
in section 548 of the
Companies Act) of such
undertaking
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "associated undertaking" and "undertaking" have the
meanings given to such terms in the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "GBP", "pence", "penny" and "p" are to the lawful currency
of the United Kingdom.
All the times referred to in this Announcement are London times
unless otherwise stated.
All references to legislation in this document are to the
legislation of England and Wales unless the contrary is indicated.
Any reference to any provision of legislation shall include any
amendment, modification, re-enactment or extension thereof.
Appendix 2
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme
1. The Offer is conditional upon the Scheme becoming
unconditional and Effective, subject to the Code, by not later than
the Long Stop Date.
2. The Scheme will be subject to the following conditions:
2.1 its approval by a majority in number of the Pinewood
Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and at any separate class meeting which
may be required (or any adjournment thereof) and who represent 75
per cent. or more in value of the Pinewood Shares voted by those
Pinewood Shareholders who are on the register of members of
Pinewood at the Voting Record Time;
2.2 such Court Meeting being held on or before the 22nd day
after the expected date of the Court Meeting as set out in the
Scheme Document (or such later date as may be agreed by Bidco and
Pinewood);
2.3 the resolution required to approve and implement the Scheme
being duly passed by those Pinewood Shareholders who are present
and voting, whether in person or by proxy representing 75 per cent.
or more of votes cast at the General Meeting who are on the
register of members of Pinewood at the Voting Record Time;
2.4 such General Meeting being held on or before the 22(nd) day
after the expected date of the General Meeting as set out in the
Scheme Document (or such later date as may be agreed by Bidco and
Pinewood);
2.5 the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Pinewood and Bidco) and the delivery of a copy of the
Court Order to the Registrar of Companies;
2.6 the Scheme Court Hearing being held on or before the later of:
(a) the 22nd day after the expected date of the Scheme Court
Hearing as set out in the Scheme Document; and
(b) the 22nd day after the date that the FCA consent is received
in satisfaction of condition 2.7;
(or such later date as may be agreed by Bidco and Pinewood);
and
2.7 The FCA having notified in writing, and not withdrawn, any
required consent in accordance with Part XII of the FSMA to the
acquisition of control of Pinewood Film Advisers Limited by Bidco
and any controllers of Bidco in the manner contemplated by the
Scheme, such consent being either (i) unconditional in all respects
(save as to the period within which the change of control must
occur); or (ii) subject to conditions (other than as to timing)
reasonably satisfactory to Bidco and, insofar as such conditions
relate to a Pinewood Group Company or otherwise affect a Pinewood
Group Company, reasonably satisfactory to Pinewood and such
conditions having been, to the extent relevant, satisfied; or the
FCA being treated as having given such approval and notice thereof
in accordance with Part XII of the FSMA.
3. In addition, subject as stated in Part B below and to the
requirements of the Code, the Offer will be conditional upon the
following conditions and, accordingly, the necessary actions to
make the Scheme Effective will not be taken unless such conditions
(as amended, if appropriate) have been satisfied or, where
relevant, waived:
Notifications, waiting periods and Authorisations
3.1 all mandatory notifications, filings or applications having
been made in connection with the Offer and all necessary waiting
periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired,
lapsed or been terminated (as appropriate) and all statutory and
regulatory obligations in any jurisdiction having been complied
with in each case in respect of the Offer and all Authorisations
necessary in any jurisdiction for or in respect of the Offer and,
except pursuant to Chapter 3 of Part 28 of the Companies Act, the
acquisition or the proposed acquisition of any shares or other
securities in, or control or management of, Pinewood or any other
member of the Wider Pinewood Group by any member of the Wider Bidco
Group having been obtained in terms and in a form reasonably
satisfactory to Bidco from all appropriate Third Parties or
(without prejudice to the generality of the foregoing) from any
persons or bodies with whom any member of the Wider Pinewood Group
or the Wider Bidco Group has entered into contractual arrangements
and all such Authorisations necessary to carry on the business of
any member of the Wider Pinewood Group in any jurisdiction having
been obtained and all such Authorisations remaining in full force
and effect at the time at which the Offer becomes Effective or
otherwise wholly unconditional and there being no notice of an
intention to revoke, suspend, restrict, modify or not to renew such
Authorisations and all such necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
General regulatory
3.2 no antitrust regulator or Third Party having given notice of
a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything, or having enacted or
made or proposed to enact or make any statute, regulation,
decision, order or change to published practice (and, in each case,
not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would
or might reasonably be expected to:
(a) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider Bidco Group or by any member of the Wider
Pinewood Group of all or any material part of its businesses,
assets or property or impose any material limitation on the ability
of all or any of them to conduct their businesses (or any part
thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(b) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider
Pinewood Group to acquire or offer to acquire a material number of
any shares, other securities (or the equivalent) or interest in any
member of the Wider Pinewood Group or any asset owned by any third
party (other than in the implementation of the Offer);
(c) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group
directly or indirectly to acquire, hold or to exercise effectively
all or any rights of ownership in respect of shares or other
securities in or loans to Bidco or on the ability of any member of
the Wider Pinewood Group or any member of the Wider Bidco Group
directly or indirectly to hold or exercise effectively all or any
rights of ownership in respect of shares or other securities (or
the equivalent) in, or to exercise voting or management control
over, any member of the Wider Pinewood Group;
(d) otherwise materially adversely affect any or all of the
business, assets, prospects or profits of any member of the Wider
Pinewood Group;
(e) result in any member of the Wider Pinewood Group ceasing to
be able to carry on business under any name under which it
presently carries on business to an extent which is material in the
context of the Wider Pinewood Group taken as a whole or material in
the context of the Offer (as the case may be);
(f) make the Offer its implementation or the acquisition of any
shares or other securities in, or control or management of,
Pinewood by any member of the Wider Bidco Group void, unenforceable
and/or illegal under the laws of any relevant jurisdiction, or
otherwise directly or indirectly materially prevent or prohibit,
restrict, restrain, or delay or otherwise materially interfere with
the implementation of, or impose additional materially adverse
conditions or obligations with respect to, or otherwise materially
challenge, impede, interfere or require material amendment of the
Offer or the acquisition of any shares or other securities in, or
control or management of, Pinewood by any member of the Wider Bidco
Group;
(g) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities
(or the equivalent) in any member of the Wider Pinewood Group;
(h) impose any limitation on the ability of any member of the
Wider Bidco Group or any member of the Wider Pinewood Group to
conduct, integrate or co-ordinate all or any part of its business
with all or any part of the business of any other member of the
Wider Bidco Group and/or the Wider Pinewood Group in a manner which
is materially adverse to the Wider Pinewood Group taken as a whole
or the Wider Bidco Group taken as a whole or in the context of the
Offer (as the case may be),
and all applicable waiting and other time periods (including any
extensions thereof) during which any such antitrust regulator or
Third Party could decide to take, institute, implement or threaten
any such action, proceeding, suit, investigation, enquiry or
reference or take any other step under the laws of any relevant
jurisdiction in respect of the Offer or the acquisition of any
Pinewood Shares or of management or voting control of Pinewood or
any member of the Wider Pinewood Group or otherwise intervene
having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement,
agreement, etc.
3.3 except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, permit or other instrument
to which any member of the Wider Pinewood Group is a party or by or
to which any such member or any of its assets is or may be bound,
entitled or be subject or any event or circumstance which, as a
consequence of the Offer or the acquisition or the proposed
acquisition by any member of the Wider Bidco Group of any shares or
other securities in Pinewood or because of a change in the control
or management of any member of the Wider Pinewood Group or
otherwise, could or might reasonably be expected to result in, in
each case to an extent which is material in the context of the
Wider Pinewood Group taken as a whole or material in the context of
the Offer:
(a) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Pinewood Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Pinewood Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable or being
enforced;
(c) any assets of any such member being disposed of or charged,
or any right arising under which any asset could be required to be
disposed of or charged, other than in the ordinary course of
business;
(d) any obligation to obtain or acquire any licence, permission,
approval, clearance, permit, notice, consent, authorisation,
waiver, grant, concession, agreement, certificate, exemption order
or registration from any Third Party;
(e) any such arrangement, agreement, lease, licence, permit or
other instrument being terminated or becoming capable of being
terminated or adversely modified or the rights, liabilities,
obligations or interests of any member of the Wider Pinewood Group
being adversely modified or adversely affected or any obligation or
liability arising or any adverse action being taken or arising
thereunder;
(f) any liability of any member of the Wider Pinewood Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
(g) the rights, liabilities, obligations, interests or business
of any member of the Wider Pinewood Group or any member of the
Wider Bidco Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Pinewood Group or any member of the Wider Bidco
Group in or with any other person or body or firm or company (or
any arrangement or arrangement relating to any such interests or
business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(h) any member of the Wider Pinewood Group ceasing to be able to
carry on business under any name under which it presently carries
on business;
(i) the value of, or the financial or trading position of, any
member of the Wider Pinewood Group being prejudiced or adversely
affected; or
(j) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Pinewood Group or for which
any such member may be responsible other than trade creditors or
other liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Pinewood Group is a
party or by or to which any such member or any of its assets are
bound, entitled or subject, would or might result in any of the
events or circumstances as are referred to in Conditions 3.3(a) to
(j);
Certain events occurring since 31 March 2016
3.4 except as Disclosed, no member of the Wider Pinewood Group
having since 31 March 2016:
(a) issued or agreed to issue, or authorised or announced its
intention to authorise or propose the issue, of, additional shares
of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
or transferred or sold or agreed to transfer or sell of Pinewood
Shares (except, where relevant, as between Pinewood and wholly
owned subsidiaries of Pinewood or between the wholly owned
subsidiaries of Pinewood) or redeemed, purchased or reduced any
part of its share capital;
(b) recommended, declared, paid or made, or proposed to declare,
pay or make any bonus, dividend or other distribution (whether
payable in cash or otherwise) other than dividends (or other
distributions, whether payable in cash or otherwise) lawfully paid
or made by any wholly owned subsidiary of Pinewood to Pinewood or
any of its wholly owned subsidiaries and excluding, for the
avoidance of doubt, the Agreed Dividend;
(c) save as between Pinewood and its wholly-owned subsidiaries,
effected, authorised, proposed or announced its intention to
propose any change in its share or loan capital;
(d) save as between Pinewood and its wholly-owned subsidiaries
and other than pursuant to the Offer, effected, authorised,
proposed or announced its intention to propose any merger,
demerger, reconstruction, arrangement, amalgamation, commitment or
scheme or any material acquisition or disposal or transfer of
assets or shares (other than in the ordinary course of business) or
any right, title or interest in any assets or shares or other
transaction or arrangement in respect of itself or another member
of the Wider Pinewood Group;
(e) acquired or disposed of or transferred (other than in the
ordinary course of business) or mortgaged, charged or encumbered
any assets or shares or any right, title or interest in any assets
or shares (other than in the ordinary course of business) or
authorised the same or entered into, varied or terminated or
authorised, proposed or announced its intention to enter into,
vary, terminate or authorise any agreement, arrangement, contract,
transaction or commitment (other than in the ordinary course of
business and whether in respect of capital expenditure or
otherwise) which is of a loss-making, long-term or unusual or
onerous nature or magnitude, or which involves or could involve an
obligation of such a nature or magnitude, in each case which is
material in the context of the Wider Pinewood Group taken as a
whole or material in the context of the Offer (whether in respect
of capital expenditure or otherwise);
(f) entered into any agreement, contract, transaction,
arrangement or commitment or terminated or varied the terms of any
agreement or arrangement (other than in the ordinary course of
business) which is material in the context of the Wider Pinewood
Group taken as a whole or material in the context of the Offer;
(g) entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider
Pinewood Group or which is or could involve obligations which would
or might reasonably be expected to be so restrictive;
(h) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing agreement, partnership or
merger of business or corporate entities which is material in the
context of the Wider Pinewood Group taken as a whole or material in
the context of the Offer;
(i) exercised any pre-emption rights, or any similar rights that
allow any member of the Wider Pinewood Group to subscribe for, or
acquire, shares in any other person which is material in the
context of the Wider Pinewood Group taken as a whole or material in
the context of the Offer;
(j) issued, authorised or proposed the issue of or made any
change in or to any debentures, or (other than in the ordinary
course of business) incurred or increased any indebtedness or
liability, actual or contingent, which is material in the context
of the Wider Pinewood Group taken as a whole or material in the
context of the Offer;
(k) been unable or admitted that it is unable to pay its debts
or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business or proposed
or entered into any composition or voluntary arrangement with its
creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its
creditors with a view to rescheduling any of its indebtedness;
(l) made, or announced any proposal to make, any material change
or addition to any retirement, death or disability benefit or any
other employment-related benefit (including, but not limited to,
bonuses, retention arrangements or share incentive schemes or other
benefit relating to the employment or termination of employment of
any employee of the Wider Pinewood Group) of or in respect of any
of its directors, employees, former directors or former
employees;
(m) save as between Pinewood and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the
leasehold or freehold property owned or occupied by it or
transferred or otherwise disposed of any such property which in
each case would be material in the context of the Wider Pinewood
Group taken as a whole or material in the context of the Offer;
(n) entered into or varied or made any offer (which remains open
for acceptance) to enter into or vary the terms of any service
agreement, commitment or arrangement with any director of the
Pinewood Group;
(o) taken any action (other than any action taken with the
consent of Bidco in connection with the Offer) which results in the
creation or acceleration of any material tax liability of any
member of the Wider Pinewood Group or a material adverse effect on
the tax position of any such member which in each case would be
material in the context of the Wider Pinewood Group taken as a
whole or material in the context of the Offer;
(p) taken or proposed any corporate action or had any steps
taken or had any legal proceedings started or threatened against it
for its winding-up (voluntary or otherwise), dissolution,
striking-off or reorganisation or for the appointment of a
receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or
notice of appointment of an administrator), administrative
receiver, trustee or similar officer of all or any material part of
its assets or revenues or for any analogous proceedings or steps in
any jurisdiction or for the appointment of any analogous person in
any jurisdiction;
(q) made any amendment to its memorandum or articles of association;
(r) waived or compromised any claim or authorised any such
waiver or compromise, save in the ordinary course of business,
which is material in the context of the Wider Pinewood Group taken
as a whole or material in the context of the Offer;
(s) taken, entered into or had started or threatened against it
in a jurisdiction outside England and Wales any form of insolvency
proceeding or event similar or analogous to any of the events
referred to in Conditions 3.4(k) and (p) above; or
(t) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any
intention or made any offer (which remains open to acceptance) with
respect to any of the transactions, matters or events referred to
in Conditions 3.4(a) to (t);
No adverse change, litigation, regulatory enquiry or similar
3.5 except as Disclosed, since 31 March 2016 there having been:
(a) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse
change in, the business, assets, financial or trading position or
profits or prospects or operational performance of any member of
the Wider Pinewood Group which is material in the context of the
Wider Pinewood Group taken as a whole or is material in the context
of the Offer;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced or instituted
by or against or remaining outstanding against or in respect of any
member of the Wider Pinewood Group or to which any member of the
Wider Pinewood Group is or may become a party (whether as claimant,
defendant or otherwise) having been threatened, announced,
instituted or remaining outstanding by, against or in respect of,
any member of the Wider Pinewood Group, in each case which is or
might reasonably be expected to be material in the context of the
Wider Pinewood Group taken as a whole or material in the context of
the Offer;
(c) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Pinewood Group having been threatened, announced or
instituted or remaining outstanding by, against or in respect of
any member of the Wider Pinewood Group, in each case which might
reasonably be expected to have a material adverse effect on the
Wider Pinewood Group or the Wider Bidco Group taken as a whole or
is material in the context of the Offer;
(d) no contingent or other liability having arisen or increased
other than in the ordinary course of business which is reasonably
likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider
Pinewood Group to an extent which is material in the context of the
Wider Pinewood Group taken as a whole or in the context of the
Offer;
(e) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Pinewood Group which is necessary for the proper carrying on of
its business and the withdrawal, cancellation, termination or
modification of which might reasonably be expected to have a
material adverse effect on the Wider Pinewood Group taken as a
whole or is material in the context of the Offer;
No discovery of certain matters regarding information,
liabilities and environmental issues
3.6 except as Disclosed, Bidco not having discovered:
(a) that any financial, business or other information concerning
the Wider Pinewood Group publicly announced by Pinewood or a member
of the Wider Pinewood Group prior to the date of this Announcement
or disclosed at any time to any member of the Wider Bidco Group by
or on behalf of any member of the Wider Pinewood Group prior to the
date of this Announcement is misleading, contains a material
misrepresentation of any fact, or omits to state a fact necessary
to make that information not misleading, in any such case to a
material extent;
(b) any member of the Pinewood Group is subject to any
liability, contingent or otherwise, which is not disclosed in the
annual reports and accounts of Pinewood for the financial year
ended 31 March 2016 which is material in the context of the Wider
Pinewood Group taken as a whole or material in the context of the
Offer;
(c) that any member of the Wider Pinewood Group or any
partnership, company or other entity in which any member of the
Wider Pinewood Group has a significant economic interest and which
is not a subsidiary undertaking of Pinewood is subject to any
liability, contingent or otherwise which is material in the context
of the Wider Pinewood Group taken as a whole or material in the
context of the Offer;
(d) that any member of the Wider Pinewood Group or any company
who was a member of the Wider Pinewood Group in the 6 years before
the Announcement Date but which is no longer a member, has not
complied with all applicable legislation, regulations or any
Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any
waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and
safety of humans, which non-compliance would be likely to give rise
to any liability, including any penalty for non-compliance (whether
actual or contingent) on the part of any member of the Wider
Pinewood Group which in each case would be material in the context
of the Wider Pinewood Group or material in the context of the
Offer;
(e) that there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or any substance likely to impair the
environment (including any property) or harm human or animal health
which (whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any liability on the
part of any member of the Wider Pinewood Group, in each case to an
extent which is material in the context of the Wider Pinewood Group
or material in the context of the Offer;
(f) that there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make
good, remediate, repair, reinstate or clean up any property, asset
or any controlled waters currently or previously owned, occupied,
operated or made use of or controlled by any past or present member
of the Pinewood Group, or in which any such member may have or
previously have had or be deemed to have had an interest, under any
environmental legislation, common law, regulation, notice,
circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto, which in
each case would be material in the context of the Wider Pinewood
Group or material in the context of the Offer; or
(g) that circumstances exist (whether as a result of making the
Offer or otherwise) which would be reasonably likely to lead to any
Third Party instituting (or whereby any member of the Wider
Pinewood Group would be likely to be required to institute) an
environmental audit or take any steps which would in any such case
be reasonably likely to result in any actual or contingent
liability to improve or install new plant or equipment or to make
good, repair, reinstate or clean up any property of any description
or any asset now or previously owned, occupied or made use of by
any past or present member of the Wider Pinewood Group (or on its
behalf) or by any person for which a member of the Wider Pinewood
Group is or has been responsible, or in which any such member may
have or previously have had or be deemed to have had an interest,
which is material in the context of the Wider Pinewood Group taken
as a whole or material in the context of the Offer;
Anti-corruption and criminal property
3.7 except as Disclosed, Bidco not having discovered:
(a) any member of the Wider Pinewood Group or any person that
performs or has performed services for or on behalf of any such
company is or has engaged in any activity, practice or conduct
which would constitute an offence under the Bribery Act 2010 or any
other applicable anti-corruption legislation; or
(b) any present member of the Wider Pinewood Group has engaged
in any activity or business with, or made any investments in, or
made any payments to any government, entity or individual covered
by any of the economic sanctions administered by the United Nations
or the European Union (or any of their respective member states) or
the United States Office of Foreign Assets Control or any other
governments or supranational body or authority in any jurisdiction;
or
(c) any asset of any member of the Wider Pinewood Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Certain further terms of the Offer
1. Subject to the requirements of the Panel, Bidco reserves the right to waive:
(a) any of the Conditions set out in the above condition 2 for
the timing of the Court Meeting, the General Meeting and the Scheme
Court Hearing. If any such deadline is not met, Bidco shall make an
announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether it has invoked or waived the relevant
condition or agreed with Pinewood to extend the deadline in
relation to the relevant condition; and
(b) in whole or in part, all or any of the above Conditions 3.1 to 3.7 inclusive.
2. If Bidco is required by the Panel to make an offer for
Pinewood Shares under the provisions of Rule 9 of the Code, Bidco
may make such alterations to any of the above Conditions and terms
of the Offer as are necessary to comply with the provisions of that
Rule.
3. The Offer will lapse (unless otherwise agreed with the Panel) if:
(a) insofar as the Offer or any matter arising from or relating
to the Offer constitutes a concentration with a Community dimension
within the scope of the EU Merger Regulation, the European
Commission either initiates proceedings under Article 6(1)(c) of
the EU Merger Regulation or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the EU Merger
Regulation and there is then a CMA Phase 2 Reference in respect of
the Offer;
(b) in so far as the Offer or any matter arising from the Offer
does not constitute a concentration with a Community dimension
within the scope of the EU Merger Regulation, the European
Commission decides to examine the Offer or any matter arising from
it pursuant to Article 22(3) of the EU Merger Regulation and the
European Commission initiates proceedings under Article 6(1)(c) of
the EU Merger Regulation in respect of the Offer; or
(c) the Competition and Markets Authority launches a merger
inquiry and makes a CMA Phase 2 Reference in respect of the
Offer,
in each case, before the date of the Court Meeting or the
General Meeting.
4. Under Rule 13.5 of the Code, Bidco may not invoke a condition
of the Scheme so as to cause the Offer not to proceed, to lapse or
to be withdrawn unless the circumstances which give rise to the
right to invoke the condition are of material significance to Bidco
in the context of the Offer. Whether or not such condition can be
invoked would be determined by the Panel. The conditions contained
in Conditions 1 and 2 are not subject to this provision of the
Code.
5. Bidco shall not be under any obligation to waive (if capable
of waiver), to determine, to be or remain satisfied or to treat as
fulfilled any of the Conditions in 2 or 3 (to the extent capable of
waiver), by a date earlier than the latest date for the fulfilment
of that condition notwithstanding that the other conditions of the
Offer may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
6. The Pinewood Shares to be acquired under the Offer will be
acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this Announcement, save for the Agreed
Dividend.
7. If, prior to the Scheme Court Hearing, any dividend and/or
distribution and/or return of capital is authorised, declared, made
or paid in respect of Pinewood Shares, other than the Agreed
Dividend, or in excess of the Agreed Dividend, Bidco reserves the
right (without prejudice to any right of Bidco, with the consent of
the Panel, to invoke Condition 3.4(b) above) to reduce the
consideration payable under the Offer in respect of a Pinewood
Share by the aggregate amount of such dividend and/or distribution
and/or return of capital, or by the excess above the Agreed
Dividend (excluding associated tax credit) as long as Pinewood
Shareholders will be entitled to receive and retain that dividend
or other distribution.
8. If any such dividend and/or distribution and/or return of
capital, or excess above the Agreed Dividend, is authorised,
declared, made or paid before the Scheme Court Hearing, if Bidco
exercises its rights described in paragraphs 7 to 9, any reference
in this Announcement to the consideration payable under the Scheme
or the Offer shall be deemed to be a reference to the consideration
as so reduced.
9. To the extent that such a dividend and/or distribution and/or
return of capital has been authorised or declared but not paid or
made prior to the Scheme Court Hearing and such dividend and/or
distribution and/or return of capital is cancelled, then the
consideration payable under the Offer shall not be subject to
change in accordance with paragraphs 7 to 10.
10. Any exercise by Bidco of its rights referred to in
paragraphs 7 to 9 shall be the subject of an announcement and, for
the avoidance of doubt, shall not be regarded as constituting any
revision or variation of the Offer.
11. If the Scheme becomes Effective before the Pinewood AGM, the
consideration payable under the Scheme shall be increased by the
amount of the Agreed Dividend.
12. If Bidco switches the Offer to a Contractual Offer which becomes Effective:
(a) before the Record Date, the consideration payable under the
Offer shall be increased by an amount equal to the Agreed Dividend
in lieu of the Agreed Dividend;
(b) after the Record Date but before the Pinewood AGM, Bidco
shall procure that the Company pays the Agreed Dividend or an
amount equal to the Agreed Dividend (in lieu of the Agreed
Dividend) to Pinewood Shareholders who are on the register of
members on the Record Date.
13. Bidco reserves the right to elect (with the consent of the
Panel) to implement the Offer by way of a Contractual Offer, in its
absolute discretion. In such event, the Offer will be implemented
on substantially the same terms as those which would apply to the
Scheme subject to appropriate amendments, including (without
limitation) an acceptance condition set at 90 per cent. (or such
lesser percentage, being more than 50 per cent., as Bidco may
decide) of the Pinewood Shares to which such offer relates.
14. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
15. The Offer is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
16. The Offer is governed by the law of England and is subject
to the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix 2 and to be set out in the
Scheme Document. The Offer will be subject to the applicable
requirements of the City Code, the Panel, the London Stock Exchange
and the FCA.
17. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other
Condition.
Appendix 3
IRREVOCABLE UNDERTAKINGS
The following Pinewood Shareholders have, 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 Shareholder Number of Pinewood Shares in respect Percentage of existing issued share
of which undertaking is given capital of Pinewood
------------------------------------ --------------------------------------- ---------------------------------------
Goodweather Investment Mgt Limited 22,443,396 39.09%
------------------------------------ --------------------------------------- ---------------------------------------
Warren James Holdings Limited 14,983,990 26.10%
------------------------------------ --------------------------------------- ---------------------------------------
Aviva plc 8,117,008 14.14%
------------------------------------ --------------------------------------- ---------------------------------------
Total 37,427,386 79.33%
------------------------------------ --------------------------------------- ---------------------------------------
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's sole
shareholder, Venus Grafton S.à r.l, provided that such offer does
not represent a diminution in value of the Offer Price plus the
Agreed Dividend.
Name of Director or connected person Number of Pinewood Shares in respect Percentage of existing issued share
of which undertaking is given capital of Pinewood
-------------------------------------- -------------------------------------- --------------------------------------
Lord Grade of Yarmouth 17,500 0.03%
-------------------------------------- -------------------------------------- --------------------------------------
Ivan Dunleavy 177,884 0.31%
-------------------------------------- -------------------------------------- --------------------------------------
Nicholas Smith 89,131 0.16%
-------------------------------------- -------------------------------------- --------------------------------------
Andrew M. Smith 19,376 0.03%
-------------------------------------- -------------------------------------- --------------------------------------
Chris Naisby 19,376 0.03%
-------------------------------------- -------------------------------------- --------------------------------------
Total 323,267 0.56%
-------------------------------------- -------------------------------------- --------------------------------------
On 11 August 2016, each of the Pinewood Directors listed above
agreed by deed poll that their irrevocable undertaking will apply
to the Offer by Bidco.
(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 Offer a
Contractual Offer, to accept, or procure the acceptance of the
Contractual Offer.
(b) The irrevocable undertakings will lapse if:
(i) 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
(ii) where this 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
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
(iii) where this 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
(iv) 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 Announcement Date; or
(v) after the release of this Announcement, the Panel consents
to Bidco not proceeding with the Offer and Bidco subsequently
withdraws the offer,
and in the case of the irrevocable undertaking with Aviva plc
only, it shall lapse if a competing offer in cash or with a full
cash alternative is announced in accordance with Rule 2.7 of the
Code and the cash element of that competing offer represents a
value per Pinewood Share at the time of such announcement of no
less than 619.5 pence per Pinewood Share.
(c) In the irrevocable undertakings, Bidco has:
(vi) 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 Offer as expeditiously as
reasonably possible with a view to releasing a firm intention
announcement in respect of the Offer as soon as it is reasonably
practicable for it to do so in compliance with the requirements of
the Code;
(vii) warranted to the givers of the irrevocable undertakings
that, in relation to the 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
(viii) 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 Announcement.
(d) Goodweather Investment Management 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, (3) Peel
Holdings (IOM) Limited and (4) Peel Holdings Land and Property
Group Limited.
(e) 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.
Appendix 4
BASES AND SOURCES OF INFORMATION
1. Unless otherwise stated, financial information relating to
the Company has been extracted or derived (without any adjustment)
from Pinewood's annual report and accounts for the years ended 31
March 2015 and 31 March 2016.
2. The value of the Offer is calculated by reference to the
price of 560 pence per Pinewood Share plus the Agreed Dividend and
on the basis of the current undiluted number of Pinewood Shares in
issue referred to in paragraph 4 below.
3. References to percentages of Pinewood Shares (before
completion of the Offer) are based upon the current undiluted
number of Pinewood Shares in issue referred to in paragraph 4
below.
4. 57,409,926 fully-diluted Pinewood Shares on the basis of
57,409,926 Pinewood Shares in issue on 11 August 2016, being the
last dealing day prior to the date of this Announcement.
5. Pinewood has no share options, warrants or other convertible
securities outstanding.
6. Average closing prices are derived from closing middle market
quotations derived from the Daily AIM List.
7. Unless otherwise stated, all closing prices for Pinewood
Shares are closing middle market quotations derived from the Daily
AIM List.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEAAPAFSKKEFF
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August 12, 2016 09:10 ET (13:10 GMT)
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