PWS.L Regulatory News (PWS)

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

FOR IMMEDIATE RELEASE

17 June 2011

Recommended Cash Offer for Pinewood Shepperton plc

by

Peel Acquisitions (Pegasus) Limited

OFFER BECOMES UNCONDITIONAL AS TO ACCEPTANCES

Introduction

On 27 April 2011 the board of Peel Acquisitions and the Pinewood Independent Directors announced the terms of a unanimously recommended cash offer for the entire issued and to be issued share capital of Pinewood.

Peel Acquisitions is pleased to announce that the Offer has now become unconditional as to acceptances. The Offer will remain open for acceptance until 1.00 p.m. (London time) on 24 June 2011.

The Offer remains subject to various other conditions set out in Appendix I of the Offer Document.

Level of acceptances

As at 3.00 p.m. on 16 June 2011, Peel Acquisitions had received valid acceptances of the Offer in respect of a total of 15,498,766 Pinewood Shares, representing approximately 33.5 per cent. of Pinewood's existing issued share capital of 46,232,006 Shares and approximately 47.7 per cent. of the 32,465,506 issued Pinewood Shares to which the Offer relates.

This includes acceptances received in respect of 14,622,268 Pinewood Shares (representing approximately 31.6 per cent. of Pinewood's existing issued share capital and approximately 45.0 per cent. of the issued Pinewood Shares to which the Offer relates) which were the subject of irrevocable commitments procured by Peel Acquisitions.

Members of the Peel Group hold 13,766,500 Pinewood Shares, representing 29.78 per cent. of the existing issued share capital of Pinewood. As a result, the aggregation of the Peel Group's existing holdings of Pinewood Shares with the Pinewood Shares in respect of which valid acceptances of the Offer have been received represents approximately 63.3 per cent. of the existing issued share capital of Pinewood, and represents Pinewood Shares carrying approximately 63.3 per cent. of the voting rights currently exercisable at general meetings of Pinewood.

It is the current intention of the Board of Peel Acquisitions that if the Offer becomes or is declared unconditional in all respects and if Peel Acquisitions then holds over 75 per cent. of the issued share capital of Pinewood, Peel Acquisitions will procure the making of applications by Pinewood to the FSA for the cancellation of the listing of Pinewood Shares on the Official List and to the London Stock Exchange for the cancellation of admission to trading of Pinewood Shares on its market for listed securities. It is anticipated that such cancellation will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects.

Delisting and the cancellation of trading of Pinewood Shares will significantly reduce the liquidity and marketability of any Pinewood Shares not acquired by Peel Acquisitions.

Acceptance of the Offer

Pinewood Shareholders who have not yet accepted the Offer are encouraged to do so without delay and in any event by no later than 1.00 p.m. (London time) on 24 June 2011. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.

The Offer Document and Form of Acceptance (in the case of Pinewood Shareholders holding Pinewood Shares in certificated form) have been sent to Pinewood Shareholders in hard copy and are available on Peel's website (www.peel.co.uk), subject to restrictions relating to persons in certain overseas jurisdictions.

Pinewood Shareholders should carefully read the Offer Document in its entirety before making a decision with respect to the Offer.

Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

Enquiries: 

Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Peel and Peel Acquisitions and for no one else in connection with the Acquisition and will not be responsible to anyone other than Peel and Peel Acquisitions for providing the protections afforded to the clients of Rothschild or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

This announcement is not intended to and does not constitute an offer or invitation to purchase or sell, or the solicitation of any offer to purchase, sell or subscribe for any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. 

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared in accordance with English law, the Takeover Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise determined by Peel Acquisitions and permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility.

This announcement may contain "forward looking statements" concerning Peel Acquisitions and Pinewood. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward looking statements. The forward looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the ability of Peel Acquisitions and Pinewood to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this announcement. Peel Acquisitions and Pinewood assume no obligation and do not intend to update these forward looking statements, except as required pursuant to applicable law.

Dealing disclosure requirements

Under the provisions of Rule 8.3(a) of the Takeover Code any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. on the tenth business day following date of the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 p.m. (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 an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror. 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).

A disclosure table, giving 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 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)207 7638 0129.

In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement will be available on the websites of Peel (http://www.peel.co.uk/) and Pinewood (http://www.pinewoodshepperton.com/) by no later than 12 noon on 20 June 2011.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on the websites of Peel or Pinewood (or any other website) is incorporated into, or forms part of, this announcement.

Please be aware that addresses and certain other information provided by Pinewood Shareholders, persons with information rights and other relevant persons for the receipt of communications from Pinewood may be provided to Peel Acquisitions during the offer period as required under Section 4 of Appendix 4 of the Takeover Code.