TIDMPWS TIDMTTM
RNS Number : 0476I
Pinewood Group PLC
24 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
24 August 2016
Recommended cash offer for Pinewood Group plc by Picture Holdco
Limited
Posting of Scheme Document
On 12 August 2016, the boards of directors of Picture Holdco
Limited ("Bidco") and Pinewood Group plc ("Pinewood") announced
that they had reached agreement on the terms of a recommended cash
offer by Bidco for the entire issued share capital of Pinewood (the
"Offer") to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
The Board of Pinewood announces that it is today posting to
Pinewood Shareholders and persons with information rights a
circular containing, inter alia, the terms of the Scheme, an
explanatory statement pursuant to section 897 of the Companies Act
2006 and notices of the Court Meeting and General Meeting to be
convened to implement the Scheme (the "Scheme Document").
As described in the Scheme Document, to become effective the
Scheme will require the approval of Scheme Shareholders at the
Court Meeting and the passing of a special resolution at the
General Meeting of Pinewood. The Court Meeting and the General
Meeting are scheduled to be held at the offices of Travers Smith
LLP, 10 Snow Hill, London EC1A 2AL on 19 September 2016 at 9.00
a.m. and 9.15 a.m. (or, if later, as soon as the Court Meeting has
been concluded or adjourned) respectively.
The current expected timetable of principal events for the
implementation of the Scheme is set out in the Scheme Document and
attached as an appendix to this announcement. If any of the key
dates set out in the expected timetable change, an announcement
will be made via a Regulatory Information Service.
The Scheme will also require the subsequent sanction of the
Court. A full description of the required approvals and terms and
conditions of the Scheme, together with the action to be taken by
Pinewood Shareholders and the persons entitled to vote at the above
meetings, are set out in the Scheme Document. Subject to approval
at the relevant meetings and the satisfaction or waiver of the
other conditions set out in the Scheme Document, the Scheme is
expected to become effective on 4 October 2016. As the Pinewood
Group includes an FCA-authorised subsidiary, Pinewood Film Advisors
Limited, the Offer will be conditional upon FCA consent to the
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 and if any of the key
dates set out in the expected timetable change, an announcement
will be made via a Regulatory Information Service.
The Scheme Document together with copies of the Forms of Proxy
are available, subject to certain restrictions relating to
Restricted Jurisdictions, for inspection during normal business
hours on any weekday (public holidays excepted) at the offices of
Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL.
The Scheme Document and Forms of Proxy will be made available,
subject to certain restrictions relating to Restricted
Jurisdictions, on Pinewood's website
(pinewoodgroup.com/about-us/investor-relations).
Capitalised terms used, but not defined, in this announcement
shall have the same meaning as set out in the Scheme Document.
Enquiries:
Pinewood Group plc Tel: +44 1753
656 732
Ivan Dunleavy
Andrew M. Smith
Rothschild (financial adviser Tel: +44 207
to Pinewood) 280 5000
Alex Midgen
Sam Green
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.
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.
Dealing Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by the offeree
company and by an offeror and Dealing Disclosures must also be made
by the offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4 of the
Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times unless otherwise stated.
Event Time and/or date
----------------------------------------------------------------- ---------------------------------------------------
Agreed Dividend Record Date close of business, 2 September 2016
Latest time for receipt of Forms of Proxy for:
Court Meeting (blue form) 9.00 a.m. on 15 September 2016(1)
General Meeting (white form) 9.15 a.m. on 15 September 2016(1)
Voting Record Time 6.30 p.m. on 15 September 2016(2)
Court Meeting 9.00 a.m. on 19 September 2016
General Meeting 9.15 a.m. on 19 September 2016(3)
The following dates are indicative only and are subject to
change(4)
Pinewood AGM 10.30 a.m. on 26 September 2016
Scheme Court Hearing (to sanction the Scheme) 27 September 2016, subject to regulatory clearance
Last day of dealings in, and for registrations of transfers, of 28 September 2016
Pinewood Shares
Scheme Record Time 6.00 p.m. on 28 September 2016
Agreed Dividend payment date 3 October 2016
Effective Date of the Scheme 4 October 2016
Cancellation of admission of and dealings in Pinewood Shares on 5 October 2016
AIM
Latest date for despatch of cheques and/or crediting of CREST Within 14 days of the Effective Date
accounts for cash consideration
due under the Scheme
Long Stop Date 12 December 2016(5)
Notes:
The Court Meeting and the General Meeting will both be held at
the offices of Travers Smith LLP, 10 Snow Hill, London EC1A
2AL.
(1) If the blue Form of Proxy for the Court Meeting is not
received by Pinewood's Registrar, Equiniti, by 9.00 a.m. on 15
September 2016, it may be handed to the Chairman at the Court
Meeting at any time before the taking of the poll and still be
valid. However, the white Form of Proxy for the General Meeting
must be received by Pinewood's Registrar by 9.15 a.m. on 15
September 2016 in order for it to be valid or, if the General
Meeting is adjourned, not later than 48 hours before the time fixed
for the holding of the adjourned meeting (excluding any day that is
not a Business Day).
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the adjourned meeting will be
6.30 p.m. on the day which is two Business Days before the date
fixed for the adjourned meeting.
(3) The General Meeting will commence at 9.15 a.m. on 19
September or, if later, as soon thereafter as the Court Meeting has
been concluded or adjourned.
(4) These dates are indicative only and will depend, amongst
other things, on the date upon which (i) the Conditions are either
satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; (iii) the Scheme Court Order is delivered to
the Registrar of Companies.
(5) This is the latest date by which the Scheme may become
Effective unless Pinewood and Bidco agree, with the consent of the
Panel and (if required) the Court, a later date.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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