Punch Taverns PLC Regulatory News (PUB)

PUNCH TAVERNS PLC

('Punch')

Response to statement from the ABI Special Committee of Noteholders (the 'ABI Special Committee') to the Revised Restructuring Proposals of 12thJune 2013

Punch notes the statement made today by the ABI Special Committee in response to the Revised Restructuring Proposals made by Punch on Monday 10th June 2013.

There are a number of statements made by the ABI Special Committee in their statement today that are inaccurate.

- The statement refers to the ABI Special Committee's financial and legal advisers having 'not been provided with access to material parts of the standard due diligence information requested by them and there has been no meaningful engagement on the issues with the Borrowers or the Shareholder despite our best efforts'.

- The statement further notes that the 'process of making public proposals to Noteholders without prior negotiation and discussion and without the ability for Noteholders to conduct appropriate due diligence is unsatisfactory and is not conducive to agreeing terms'.

In response, Punch wishes to make clear the following points.

Punch agrees that a process of public proposals being made to Noteholders, without prior negotiation and discussion, is not satisfactory. Punch has gone to great lengths to engage with the ABI Special Committee, including offering to meet with the ABI Special Committee on no less than five separate occasions during the last month. In fact, even on 6th June 2013, the ABI Special Committee declined in writing a request for a meeting by Punch and stated that 'the Committee believes it will be very useful to have discussions with you once the revised proposal is made public'.

Punch further notes that the ABI Special Committee and its advisers failed to attend the stakeholder meeting held today.

Despite constructive discussions with a number of the ABI Special Committee members it is disappointing that the advisers to the ABI Special Committee have been unwilling to actively engage with Punch. One matter where Punch has been unable to reach agreement with the advisers to the ABI Special Committee relates to their professional fees, a proportion of which were incurred by them before any contact was made with Punch. The Board considers these fee demands to be disproportionate to all other adviser fees, and at a level that Punch and, more importantly, the transaction, would be unable to support.

Extensive due diligence materials have been made available to all parties, including the advisers to the ABI Special Committee. The majority of this information was made available to the ABI Special Committee's advisers in 2012. Due diligence materials provided to the ABI Special Committee's advisers include:

- Securitisation and legal documentation

- Transaction models

- Default models

- Independent Business Review (IBR) prepared by PwC

- Cost structure review / dis-synergies report prepared by PwC

- Pub industry market outlook report prepared by OC&C

- Valuation reports for both the core and non-core estates prepared by GVA

- Meetings with the management of Punch and its legal and financial advisers offered to all material stakeholders to assist with due diligence

Punch rejects the assertion that appropriate due diligence material has not been made available. Further, the ABI Special Committee advisers' statement that the due diligence information provided to date has been insufficient is at odds with the fact that a number of significant financial institutions, who are as significant to the transaction as the ABI Special Committee, have already undertaken their financial and legal due diligence processes based upon the information that has been made available to the ABI Special Committee's advisers.

Commenting on today's statement by the ABI Special Committee, Punch Executive Chairman, Stephen Billingham, said:

'We have had constructive discussions with a broad group of stakeholders, including a number of members of the ABI Special Committee. We are somewhat surprised by the statement today, which is inconsistent with that dialogue.

There are a range of views within the ABI Special Committee and Punch and its advisers wish to continue to engage with them to reach a solution capable of being implemented. 

The latest Punch proposal is a reasonable one which we believe, when fully considered by all parties, including the ABI Special Committee, is capable of delivering a good solution for all stakeholders.'