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

6 May 2011

Pinewood Shepperton plc

Recommended acquisition of Pinewood Shepperton plc by Peel Acquisitions (Pegasus) Limited

Posting of Scheme Document

On 27 April 2011, the board of Peel Acquisitions and the Pinewood Independent Directors announced that they had reached agreement on the terms of a recommended acquisition by Peel Acquisitions of the entire issued and to be issued share capital of Pinewood by means of a scheme of arrangement under Part 26 of the Companies Act 2006.

The Board of Pinewood announces that it is today posting to Pinewood Shareholders, persons with information rights and for information only, to participants in the Pinewood Share Schemes, a circular containing, inter alia, the terms of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, notices of the Court Meeting and General Meeting, a timetable of principal events and details of the action to be taken by Pinewood Shareholders (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 J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA on 31 May 2011 at 11.00 a.m. (or, if later, as soon as the Annual General Meeting has been concluded or adjourned) and 11.15 a.m. respectively (or, if later, as soon as the Court Meeting has been concluded or adjourned). The key dates for these meetings are as follows:

The Scheme will also require the subsequent sanction of the Court and confirmation of the associated reduction of capital by 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 24 June 2011.

The Board of Pinewood also announces that the Annual General Meeting of Pinewood is to be held at the offices of J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA on 31 May 2011 at 10.30 a.m. and that the following documents have been dispatched to shareholders today: the 2010 Annual Report, Notice of Annual General Meeting and forms of proxy for use in connection with the Annual General Meeting.

The Scheme Document together with copies of the Forms of Proxy and Form of Election (for use in connection with the Loan Note Alternative) are available 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, Forms of Proxy and Form of Election, the Notice of Annual General Meeting and forms of proxy for use in connection with the Annual General Meeting will be made available on Pinewood's website (http://www.pinewoodshepperton.com/).

Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Scheme Document.

Enquiries: 

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Pinewood and for no one else in connection with the Acquisition and will not be responsible to anyone other than Pinewood for providing the protections afforded to clients of J.P. Morgan Limited or for providing advice in relation to the Acquisition or to the matters referred to in this announcement.

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

Dealing Disclosure Requirements

Disclosure requirements of the Takeover Code (the "Code")

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 Pinewood 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) Pinewood and (ii) any paper 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Pinewood 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 Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Pinewood 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) Pinewood 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 or control an interest in relevant securities of Pinewood 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 Pinewood and by any offeror and Dealing Disclosures must also be made by Pinewood by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of Pinewood 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 Takeover 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.

Publication on the Pinewood website

A copy of this announcement will be available free of charge for inspection on Pinewood's website at http://www.pinewoodshepperton.com/ by no later than 12.00 noon (London time) on 9 May 2011.

A copy of the Scheme Document, the Forms of Proxy, the Form of Election, the Notice of Annual General Meeting and forms of proxy for use in connection with the Annual General Meeting are being submitted to the National Storage Mechanism and made available for inspection at www.hemscott.com/nsm.do.