Pacific Global Regulatory News (PCH)

Not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

RECOMMENDED CASH offer by

Middlewich LIMITED

FOR

Pochin's PLC

OFFER UNCONDITIONAL AS TO ACCEPTANCES AND EXTENDED

Introduction

On 12 June 2014, Middlewich announced a recommended cash offer for the entire issued and to be issued share capital of Pochin's.

The full terms and conditions of the Offer and the procedure for acceptance were set out in the Offer Document dated and posted to Pochin's Shareholders on 12 June 2014 (the "Offer Document").

Level of Acceptances

As at 1.00 p.m. (London time) on 7 July 2014 (being the first closing date of the Offer), Middlewich had received valid acceptances from Pochin's Shareholders in respect of 19,046,112 Pochin's Shares, representing approximately 91.6 per cent. of the existing issued share capital of Pochin's, all of which Middlewich may count towards the satisfaction of its acceptance condition. 

Prior to making the Offer, Middlewich obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Pochin's Shareholders in respect of a total of 16,262,772 Pochin's Shares, representing approximately 78.2 per cent. of the existing issued share capital of Pochin's

These irrevocable undertakings include those received from those persons acting or deemed to be acting in concert with Middlewich as follows:-

- from the Cedric Pochin Concert Party (including James Nicholson and Sylvia Nicholson who are respectively the property development director and a non-executive director of Pochin's, as well as being directors of Middlewich) to accept the Offer and elect for the Share Alternative in respect of 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's;

- from Michael Chadwick (in relation to all Pochin's Shares beneficially owned by him) and from Quiros (in which company Michael Chadwick has a non-beneficial interest) to accept the Offer (making no election for the Share Alternative) in respect of a total of 5,103,364 Pochin's Shares, representing in aggregate approximately 24.5 per cent. of the existing issued share capital of Pochin's.

The remaining irrevocable undertakings, received from persons not acting or deemed to be acting in concert with Middlewich are as follows:-

- from those of the Independent Directors who have an interest in Pochin's Shares to accept the Offer (making no election for the Share Alternative) in respect of the entire holdings totalling 26,500 Pochin's Shares, representing approximately 0.1 per cent of their existing issued share capital of Pochin's; and

- from certain other Pochin's Shareholders to accept the Offer making no election for the Share Alternative) in respect of 2,373,984 Pochin's Shares, representing approximately 11.4 per cent. of the existing issued share capital of Pochin's.

As at 1.00 p.m. (London time) on 7 July 2014, valid acceptances had been received in respect of 13,848,588 of the Pochin's Shares which were the subject of irrevocable undertakings received from those persons acting or deemed to be acting in concert with Middlewich, as follows:-

- 8,745,224 Pochin's Shares (in relation to which elections for the Share Alternative have been made) in respect of the irrevocable undertakings received from the Cedric Pochin Concert Party, representing 42 per cent. of the existing issued share capital of Pochin's; and

- 5,103,364 Pochin's Shares in respect of the irrevocable undertakings received from Michael Chadwick and from Quiros, representing in aggregate 24.5 per cent. of the existing issued share capital of Pochin's.

In addition, as at 1.00 p.m. (London time) on 7 July 2014, one valid acceptance of the Offer had been received from a person acting, or deemed to be acting, in concert with Middlewich who had not given to Middlewich an irrevocable undertaking to accept the Offer. This acceptance related to the 6,800 Pochin's Shares beneficially owned by Stephen Chadwick.

As at 1.00 p.m. (London time) on 7 July 2014, valid acceptances had also been received in respect of 1,944,639 of the Pochin's Shares which were the subject of irrevocable undertakings received from persons not acting or deemed to be acting in concert with Middlewich, as follows:-

- 26,500 Pochin's Shares in respect of the irrevocable undertakings received from Independent Directors, representing in aggregate approximately 0.1 per cent of the existing issued share capital of Pochin's; and

- 1,918,139 Pochin's Shares in respect of the irrevocable undertakings received from certain other Pochin's Shareholders, representing 9.2 per cent. of the existing issued share capital of Pochin's.

The interests (excluding options under the Pochin's Share Option Schemes as set out below) in respect of relevant securities held by Middlewich and any persons acting or deemed to be acting in concert with Middlewich, including the Middlewich Directors (and their immediate families and related trusts and companies and connected persons) are as follows:-

- the Cedric Pochin Concert Party has an interest, in aggregate, in 8,758,924 Pochin's Shares, representing approximately 42.1 per cent. of the existing issued share capital of Pochin's;

- Quiros has an interest in 5,033,364 Pochin's Shares, representing approximately 24.2 per cent of the existing issued share capital of Pochin's;

- Michael Chadwick has an interest in 70,000 Pochin's Shares, representing approximately 0.3 per cent of the existing issued share capital of Pochin's; and

- Stephen Chadwick has an interest in 6,800 Pochin's Shares, representing approximately 0.03 per cent of the existing issued share capital of Pochin's.

The rights to acquire relevant securities of Pochin's held by Middlewich Directors (and their immediate families, related trusts and companies and connected persons) under the Pochin's Share Option Schemes are as follows:

- James Nicholson has options over 23,000 Pochin's Shares (representing 0.1 per cent. of the existing issued share capital of Pochin's) and Robert Nicholson has options over 6,500 Pochin's Shares (representing 0.03 per cent. of the existing issued share capital of Pochin's).

A further 469,545 Pochin's Shares, representing 2.3 per cent. of the existing issued share capital of Pochin's, remain subject to irrevocable undertakings, in respect of which Pochin's Shares either no acceptance, or no valid and complete acceptance, had been received at 1.00 p.m. (London time) on 7 July 2014. These irrevocable undertakings are as follows:-

- James Nicholson in respect of 7,700 Pochin's Shares (on behalf of Samuel Nicholson), representing 0.04 per cent. of the existing issued share capital of Pochin's;

- Martine Nicholson in respect of 6,000 Pochin's Shares, representing 0.03 per cent. of the existing issued share capital of Pochin's;

- Lucy Pochin in respect of 448,011 Pochin's Shares, representing 2.2 per cent. of the existing issued share capital of Pochin's;

- Jonathan Pochin in respect of 7,809 Pochin's Shares, representing 0.04 per cent. of the existing issued share capital of Pochin's; and

- Nicholas Pochin in respect of 25 Pochin's Shares, representing 0.0001 per cent. of the existing issued share capital of Pochin's.

The Offer has become unconditional as to acceptances and will remain open for acceptances until further notice upon the terms set out in the Offer Document. At least 14 days notice will be given by an announcement before the Offer is closed.

Pochin's Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

In order to accept the Offer, Pochin's Shareholders who hold their Pochin's Shares in certificated form (that is, not in CREST) should complete, in accordance with the instructions printed on it, sign and return the Form of Acceptance (together with their share certificate(s) and any other documents of title) as soon as possible to Neville Registrars, Neville House, 18 Laurel Lane, Halesowen B63 3DA. The procedure for acceptance of the Offer in respect of certificated Pochin's Shares is set out in paragraph 15(a) of the letter from Middlewich which forms Part 2 of the Offer Document and Section C of Appendix I to the Offer Document and in the Form of Acceptance.

In order to accept the Offer, Pochin's Shareholders who hold their Pochin's Shares in uncertificated form (that is, in CREST), should make their acceptance electronically through CREST so that the TTE instruction(s) settle(s) as soon as possible. CREST sponsored member(s) should refer to their CREST sponsor before taking any action since only the CREST sponsor will be able to send the TTE Instruction(s) to Euroclear in relation to Pochin's Shares in uncertificated form. The procedure for acceptance of the Offer in respect of uncertificated Pochin's Shares is set out in paragraph 15(b) of the letter from Middlewich which forms Part 2 of Offer Document and Section D of Appendix I to the Offer Document.

Further Information 

Capitalised terms used but not defined in this announcement have the same meaning as given to them in the Offer Document.

Enquiries

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Middlewich, as financial adviser in relation to the Offer, and is not acting for or advising any other person and accordingly will not be responsible to any person other than Middlewich for providing the protections afforded to the clients of BDO LLP or for providing advice in relation to the contents of this announcement or any offer or arrangement referred to herein or in the Offer Document and Form of Acceptance. Neither BDO LLP nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect and whether in contract, in tort, under statute or otherwise) to any person who is not a client of BDO LLP in connection with this announcement, any statement contained herein or otherwise.

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to buy or invitation to sell or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor will there be any purchase or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law or regulation. The Offer is being made solely through the Offer Document and, in the case of certificated Pochin's Shares, the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and, in the case of certificated Pochin's Shares, the Form of Acceptance.

Overseas jurisdictions

The Offer is not being made, directly or indirectly, and securities of Pochin's are not being accepted for purchase from or on behalf of any Pochin's Shareholder, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Offer Document.

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Pochin's Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular the Offer is not being made, directly or indirectly, in or into, or by the use of the mails or any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including, without limitation, nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes 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 the United Kingdom.

The B Shares have not been, and will not be, listed on any stock exchange or registered under the US Securities Act or under the securities laws of any jurisdiction of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus in relation to the B Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission; and no steps have been, or will be, taken to enable the B Shares to be offered in compliance with the applicable securities laws of any state, province, territory or jurisdiction of any Restricted Jurisdiction or any other country or jurisdiction outside the United Kingdom. Accordingly, the B Shares are not being, nor (unless an exemption under relevant securities laws is applicable) can they be, offered, sold, resold or delivered, directly or indirectly, in or into or from any Restricted Jurisdiction or to, or for the account or benefit of, any US person (as defined in the US Securities Act) or any resident, citizen or national of any Restricted Jurisdiction.

Publication on websites

A copy of this announcement will be available for inspection free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Middlewich's website at www.middlewichlimited.co.uk and Pochin's website at www.pochins.plc.uk during the course of the Offer.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement or the Offer Document.