TIDMPWS
RNS Number : 1987K
Pinewood Group PLC
19 September 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
19 September 2016
Recommended cash offer for Pinewood Group plc by Picture Holdco
Limited
Results of Court Meeting and General Meeting
The Board of Pinewood Group plc ("Pinewood") is pleased to
announce that at the Court Meeting and the General Meeting held
earlier today in connection with the recommended cash offer made by
Picture Holdco Limited ("Bidco") to acquire the entire issued share
capital of Pinewood to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"):
-- Scheme Shareholders voted to approve the Scheme at the Court
Meeting by the requisite majorities; and
-- Pinewood Shareholders voted to pass the Special Resolution to
implement the Scheme at the General Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document published on 24 August 2016 in relation to the Acquisition
(the "Scheme Document"). Capitalised terms used, but not defined,
in this announcement shall have the same meaning as set out in the
Scheme Document.
The number of shares in issue at the Voting Record Time for each
of the Court Meeting and General Meeting was 57,409,926. Scheme
Shareholders were entitled to one vote per Scheme Share at the
Court Meeting and Pinewood Shareholders were entitled to one vote
per Pinewood Share at the General Meeting.
Court Meeting
Results of the poll at the Court Meeting were as follows:
Results No. of % of Scheme No. of % of Scheme No. of Scheme
of court Scheme Shares Scheme Shareholders Shares voted
meeting Shares voted Shareholders who voted as a % of
voted who voted issued ordinary
share capital
----------- ----------- ------------ -------------- -------------- -----------------
FOR 56,681,314 99.98% 56 77.78% 98.73%
----------- ----------- ------------ -------------- -------------- -----------------
AGAINST 10,356 0.02% 16 22.22% 0.02%
----------- ----------- ------------ -------------- -------------- -----------------
TOTAL 56,691,670 72 98.75%
----------- ----------- ------------ -------------- -------------- -----------------
General Meeting
The table below sets out the results of the poll at the General
Meeting:
FOR AGAINST TOTAL WITHHELD*
(including
discretionary
votes)
--------------------- --------------------- ----------------- ------------------- ----------
Special No. of % Votes No. of % Votes No. of % of No. of
Resolution Votes (2 Votes (2 Votes ISC Votes
d.p.) d.p.) voted
--------------------- ----------- -------- ------- -------- ----------- ------ ----------
To give
effect
to the
proposed
scheme
of arrangement
between
the Company
and the
scheme
shareholders
and to
approve
the reregistration
of the
Company
as a private
Company 56,677,084 99.97% 14,956 0.03% 56,692,040 98.75% 0
--------------------- ----------- -------- ------- -------- ----------- ------ ----------
*Please note a "vote withheld" is not a vote under English law
and is not counted in the calculation of votes 'for' or 'against' a
resolution.
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions of the Scheme set
out in the Scheme Document including, inter alia, the sanction of
the Scheme by the Court. The expected timetable of principal events
for the implementation of the Scheme remains as set out on page 1
of the Scheme Document. In particular, the Court Hearing to
sanction the Scheme is expected to take place on 27 September 2016.
It is expected that the last day for dealings in Pinewood Shares
will be 28 September 2016 and that the Scheme will become effective
on 4 October 2016.
The dates stated above and on page 1 of the Scheme Document are
indicative only and will depend, among other things, on the dates
upon which the Court sanctions the Scheme and the date on which the
conditions set out in Part V to the Scheme Document are satisfied
or (if capable of waiver) waived. If any of the expected dates
changes, Pinewood will, unless the Panel otherwise directs, give
notice of the change by issuing an announcement through a
regulatory information service.
Pinewood Shareholders are reminded that the Pinewood AGM will
still take place on 26 September 2016 at 10.30 a.m at the offices
of Travers Smith, 10 Snow Hill, London EC1A 2AL. At the AGM,
Pinewood Shareholders will be asked, inter alia, to approve the
Agreed Dividend of 3.2p per Pinewood Share.
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
Peel Hunt LLP (NOMAD and broker Tel: +44 207
to Pinewood) 418 8900
Edward Knight
Euan Brown
Montfort Communications (PR advisor Tel: +44 203
to Pinewood) 770 7909
James Olley
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.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
Pinewood Shares with respect to the Scheme at the Court Meeting, or
to appoint another person as proxy to vote at the Court Meeting on
their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable requirements may constitute a violation of the laws
and/or regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
The Scheme relates to shares of an English company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934, as
amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom
to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules or the laws of other
jurisdictions outside the United Kingdom.
This announcement should be read in conjunction with the full
text of this Scheme Document. The Scheme will be subject to the
Conditions and further terms set out in the Scheme Document.
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 Pinewood may be provided to Bidco during the
Offer Period as requested under Section 4 of Appendix 4 of the City
Code to comply with Rule 2.12(c).
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 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 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. Pinewood does
not assume 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.
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge on
Pinewood's website at
www.pinewoodgroup.com/about-us/investor-relations by no later than
12.00 p.m. on the Business Day following this announcement. Neither
the contents of Pinewood's website, nor those of any other website
accessible from hyperlinks on Pinewood's website, are incorporated
into or form part of this announcement.
A hard copy form will not be sent to any person unless requested
from Equiniti by way of either written request to Equiniti, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA or request by
telephone on 0371 384 2672 (when telephoning from inside the UK) or
on +44 (0)121 415 7047 (when telephoning from outside the UK).
Telephone lines are open from 8.30 a.m. to 5.30 p.m. (London time)
Monday to Friday (except English and Welsh public holidays). Calls
from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls made from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. Please note that Equiniti cannot
provide advice on the merits of the Scheme or give financial, tax,
investment or legal advice.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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