27 May 2011 07:00
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
27 May 2011
Recommended Cash Offer for Pinewood Shepperton plc
by
Peel Acquisitions (Pegasus) Limited
SWITCH FROM SCHEME OF ARRANGEMENT TO TAKEOVER OFFER
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, to be effected by means of a Court sanctioned scheme of arrangement of Pinewood under Part 26 of the Companies Act.
·; With the consent of the Panel and Pinewood, Peel Acquisitions announces that it will implement the acquisition of the entire issued and to be issued share capital of Pinewood by way of a recommended takeover offer.
·; The terms of the Acquisition remain unchanged from those outlined in the Original Announcement. The Offer will be made on the basis of 200 pence in cash for each Pinewood Share. In addition, Pinewood Shareholders are entitled to receive and retain the announced final dividend of 2.5 pence per Pinewood Share in respect of the financial year ended 31 December 2010, which (subject to Pinewood Shareholder approval at the Annual General Meeting of Pinewood to be held on 31 May 2011) is expected to be paid on 10 June 2011 to Pinewood Shareholders on the register at the close of business on 13 May 2011.
·; The board of Peel Acquisitions believes that the Offer, incorporating an acceptance condition set at 50.1 per cent., will provide Pinewood Shareholders immediately with an increased level of certainty.
·; Assuming the Offer becomes or is declared unconditional in all respects and that Peel Acquisitions holds over 75 per cent. of the issued share capital of Pinewood, it is the current intention of the Board of Peel Acquisitions to 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.
·; The conditions of the Acquisition will be amended only insofar as required to implement the Acquisition by way of the Offer. The amended conditions are set out in Appendix I to this announcement.
·; The Offer of 200 pence per Pinewood Share, plus the proposed final dividend of 2.5 pence per Pinewood Share, values the entire issued and to be issued share capital of Pinewood (assuming the exercise of options and the vesting of awards under the Pinewood Share Schemes in respect of up to 1,215,438 Pinewood Shares) at approximately £96.1 million and represents:
o a premium of 37.6 per cent. to 147.2 pence per Pinewood Share (being the average Closing Price for the three months prior to and including 7 April 2011, the last Business Day prior to the Company entering into the Offer Period); and
o a premium of 22.1 per cent. to 165.9 pence per Pinewood Share (being the Closing Price on 7 April 2011, the last Business Day prior to the Company entering into the Offer Period).
·; As an alternative to some or all of the cash consideration which would otherwise be receivable under the Offer, Pinewood Shareholders will be able to elect to receive Loan Notes, which will be issued on the basis of £1 in nominal value of Loan Notes for every £1 of cash consideration.
Timetable
·; It is anticipated that Peel Acquisitions will post the Offer Document to Pinewood Shareholders on or before 3 June 2011.
·; Further details of the expected timetable will be set out in the Offer Document.
Meetings
·; Now that the Acquisition is to be implemented by way of a recommended takeover offer the Scheme may not proceed and it is intended that the Court Meeting and the General Meeting convened for 31 May 2011 in accordance with the Notices of those Meetings set out in the Scheme document dated 6 May 2011 will be adjourned sine die. The Annual General Meeting of Pinewood also convened for 31 May 2011 will proceed in accordance with the Notice of Annual General Meeting dated 6 May 2011.
Interests in Pinewood Shares
·; The Peel Group is the holder of 13,766,500 Pinewood Shares, representing 29.78 per cent. of the existing issued share capital of Pinewood.
·; The irrevocable commitments previously obtained from the Pinewood Directors and Crystal Amber Fund Limited in respect of 15,441,614 Pinewood Shares in aggregate, representing approximately 33.40 per cent. of the existing issued share capital of Pinewood, remain binding in respect of the Offer.
·; As a result, the aggregation of Peel Group's existing holdings with those Pinewood Shares which are the subject of irrevocable commitments represents approximately 63.18 per cent. of the existing issued share capital of Pinewood.
General
·; Save as set out above, the Acquisition is on the same terms and conditions as set out in the Original Announcement. In addition the Implementation Agreement, which was referred to in the Original Announcement, continues in effect.
Recommendation
·; The Pinewood Independent Directors, who have been so advised by J.P. Morgan Cazenove and BDO, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, J.P. Morgan Cazenove and BDO have taken into account the commercial assessments of the Pinewood Independent Directors. Although J.P. Morgan Cazenove is acting as financial adviser to Pinewood, J.P. Morgan Cazenove is deemed not to be sufficiently independent of the Peel Group for the purposes of Rule 3 of the Takeover Code and, accordingly, BDO is providing the independent financial advice to the Pinewood Independent Directors. Accordingly, the Pinewood Independent Directors intend to unanimously recommend that Pinewood Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their entire beneficial holdings (or those Pinewood Shares over which they have control) of, in aggregate 2,075,753 Pinewood Shares, representing approximately 4.49 per cent. of the existing issued ordinary share capital of Pinewood.
Enquiries:
PeelPaul Newman, Director of Communications | Tel: 0161 660 3709 |
PinewoodIvan Dunleavy, Chief Executive Andrew Smith, Group Director of Corporate Affairs | Tel: 01753 656 732 |
Rothschild (financial adviser to Peel and Peel Acquisitions)Stephen Griffiths | Tel: 0113 200 1900 |
J.P. Morgan Cazenove (financial adviser and broker to Pinewood)Hugo BaringBronson Albery | Tel: 020 7588 2828 |
Brunswick (PR advisers to Pinewood)Tom Buchanan | Tel: 020 7404 5959 |
Financial Dynamics (PR advisers to Peel)Dido LaurimoreDominic Morgan | Tel: 020 7831 3113 |
The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 and will be set out in full in the Offer Document and Form of Acceptance when issued. Certain definitions and terms used in this announcement are set out in Appendix 2.
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.
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.
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 31 May 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.
APPENDIX I: CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions to the Offer
The Offer will be subject to the following Conditions:
(a) valid acceptances being received (and not, where applicable, withdrawn) by no later than 1.00 p.m. (London time) on 24 June 2011 (or such later time(s) and/or date(s) as Peel Acquisitions may, with the consent of the Panel or in accordance with the rules of the Takeover Code, decide) in respect of not less than 50.1 per cent. of the Pinewood Shares to which the Offer relates and for this purpose:
(i) the expression "Pinewood Shares to which the offer relates" shall be construed in accordance with sections 974 to 991 (inclusive) of the Companies Act; and
(ii) Pinewood Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they will carry upon issue.
(b) the UK Office of Fair Trading indicating in terms satisfactory to Peel Acquisitions that it does not intend to refer the Acquisition or any part of it to the UK Competition Commission;
(c) save in respect of Condition (b) above, no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to:
(i) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Pinewood by any member of the Wider Peel Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially impede, challenge, interfere or require material amendment of the terms of the Acquisition or the acquisition of any such shares or securities by any member of the Wider Peel Group;
(ii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Peel Group or by any member of the Wider Pinewood Group of all or any part of their businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any material part thereof) or to own any of their assets or properties (or any material part thereof) (as the case may be) which, in any case, is material in the context of the Wider Peel Group or the Wider Pinewood Group, in either case, taken as a whole;
(iii) impose any limitation on, or result in a material delay in, the ability of any member of the Wider Peel Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Pinewood or on the ability of any member of the Wider Pinewood Group or any member of the Wider Peel Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Pinewood Group, in each such case, to an extent which is material in the context of the Acquisition;
(iv) except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Peel Group or the Wider Pinewood Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Pinewood Group or any asset owned by any third party (other than in the implementation of the Acquisition);
(v) require, prevent or materially delay a divestiture by any member of the Wider Peel Group of any shares or other securities (or the equivalent) in Pinewood which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;
(vi) result in any member of the Wider Pinewood Group ceasing to be able to carry on business under any name under which it presently carries on business, the consequence of which would be material in the context of the Wider Pinewood Group taken as a whole;
(vii) impose any material limitation on the ability of any member of the Wider Peel Group or any member of the Wider Pinewood Group to integrate or co‑ordinate all or any material part of its business with all or any material part of the business of any other member of the Wider Peel Group and/or the Wider Pinewood Group; or
(viii) otherwise materially and adversely affect any or all of the business, assets, financial position or profits of any member of the Wider Pinewood Group or any member of the Wider Peel Group in each case in a manner which is adverse to, and material in the context of, the Wider Pinewood Group or the Wider Peel Group, in each case taken as a whole,
(ix) and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or proposed acquisition of any Pinewood Shares or otherwise intervene having expired, lapsed, or been terminated;
(d) save in respect of Condition (b) above, all notifications, filings or applications which are necessary or appropriate in the context of the Acquisition, having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Pinewood by any member of the Wider Peel Group having been obtained in terms and in a form reasonably satisfactory to Peel Acquisitions from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Pinewood Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider Pinewood Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider Pinewood Group or the ability of Peel Acquisitions to implement the Acquisition and all such Authorisations remaining in full force and effect at the Effective Date and there being no notice or intimation of an intention to revoke, suspend, restrict, modify (in each case, to an extent which is material) or not to renew such Authorisations;
(e) except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Pinewood Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Peel Group of any shares or other securities in Pinewood or because of a change in the control or management of any member of the Wider Pinewood Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the Wider Pinewood Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider Pinewood Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business of any member of the Wider Pinewood Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Pinewood Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected;
(iii) any member of the Wider Pinewood Group ceasing to be able to carry on business under any name under which it presently carries on business;
(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Pinewood Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Pinewood Group otherwise than in the ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Pinewood Group;
(vi) the value of, or the financial or trading position of, any member of the Wider Pinewood Group being prejudiced or adversely affected; or
(vii) the creation of any liability (actual or contingent) by any member of the Wider Pinewood Group other than in the ordinary course of business;
(f) except as Disclosed, since 8 March 2011, no member of the Wider Pinewood Group having:
(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Pinewood Shares out of treasury (save, where relevant, as between Pinewood and wholly‑owned subsidiaries of Pinewood and save for the issue or transfer out of treasury of Pinewood Shares on the exercise of options granted before the date of this announcement in the ordinary course and save for the issue of Pinewood Shares pursuant to the Pinewood Share Schemes);
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to Pinewood or one of its wholly‑owned subsidiaries;
(iii) save for transactions between Pinewood and its wholly‑owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;
(iv) save as between Pinewood and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital which, in any case, is material in the context of the Wider Pinewood Group taken as a whole;
(v) issued, authorised or proposed the issue of any debentures or (save as between Pinewood and its wholly‑owned subsidiaries or between such wholly‑owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability, in each case other than in the ordinary course of business, to an extent which is material in the context of the Wider Pinewood Group taken as a whole;
(vi) entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Pinewood Group or which is or is likely to be restrictive on the business of any member of the Wider Pinewood Group;
(vii) entered into or varied the terms of any service agreement with any director or senior executive of the Wider Pinewood Group save for salary increases, bonuses or variations of terms in the ordinary course;
(viii) other than as required in connection with the Acquisition, proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or, other than in the ordinary course of business any other benefit relating to the employment or termination of employment of any employee of the Wider Pinewood Group which is, in any such case, material in the context of the Wider Pinewood Group taken as a whole;
(ix) made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or valued, or agreed or consented to any change to the trustees or trustee directors;
(x) implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement otherwise than in the ordinary course of business or between wholly owned members of the Wider Pinewood Group;
(xi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of Pinewood) is material in the context of the Wider Pinewood Group taken as a whole;
(xii) waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Pinewood Group taken as a whole;
(xiii) made any material alteration to its memorandum or articles of association or other incorporation documents;
(xiv) (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding‑up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or a substantial part of any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;
(xv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;
(xvi) entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition; or
(xvii) other than in respect of matters or circumstances referred to in the other conditions in this Appendix 1 (in which case, such matters or circumstances will be subject to those conditions alone), taken (or agreed or committed to take) any action which requires, or would require, the consent of the Panel or the approval of Pinewood Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code, which in any case is material in the context of the Wider Pinewood Group taken as a whole;
(g) since 8 March 2011, and except as Disclosed:
(i) there having been no adverse change in the business, assets, financial or trading position or profits or operational performance of any member of the Wider Pinewood Group to an extent which is material to the Wider Pinewood Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Pinewood Group or to which any member of the Wider Pinewood Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Pinewood Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider Pinewood Group which, in any such case, might reasonably be expected to adversely and materially affect the Wider Pinewood Group taken as a whole;
(iii) no contingent or other liability having arisen or become known to Peel Acquisitions which might reasonably be expected to adversely affect the business, assets, financial or trading position or profits of any member of the Wider Pinewood Group to an extent which is material to the Wider Pinewood Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made which are likely to result in the withdrawal (without replacement), cancellation, termination or modification of any licence held by any member of the Wider Pinewood Group, which is necessary for the proper carrying on of its business which is material in the context of the Wider Pinewood Group taken as a whole;
(h) since 8 March 2011, except as Disclosed, Peel Acquisitions not having discovered:
(i) that any financial, business or other information concerning the Wider Pinewood Group that has been Disclosed at any time by or on behalf of any member of the Wider Pinewood Group which is material in the context of the acquisition of Pinewood by Peel Acquisitions is to a material extent misleading, contains a material misrepresentation of fact or omits to state a material fact necessary to make that information not misleading to a material extent;
(ii) that any member of the Wider Pinewood Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise, which is material in the context of the Wider Pinewood Group taken as a whole; or
(iii) any information which affects the import of any information Disclosed at any time by or on behalf of any member of the Wider Pinewood Group which is material in the context of the Wider Pinewood Group taken as a whole; and
(i) except as Disclosed, in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider Pinewood Group (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property) which in any case is material in the context of the Wider Pinewood Group taken as a whole.
Subject to the requirements of the Panel in accordance with the Takeover Code, Peel Acquisitions reserves the right to waive, in whole or in part, all or any of the above Conditions, except Condition (a).
Further Terms of the Acquisition
The Offer will be subject to the terms and conditions set out in this Appendix I and as will be set out in the Offer Document and, in the case of Pinewood Shares which are held in certificated form, the Form of Acceptance, or as may be required in order to comply with the Takeover Code.
The Offer will extend to any Pinewood Shares unconditionally allotted or issued while the Offer remains open for acceptance (or before such earlier date as Peel Acquisitions may determine, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances or, if later, the first closing date of the Offer) and also to any Pinewood Shares which are allotted or issued pursuant to the Pinewood Share Schemes.
Pinewood Shares are to be acquired fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights or interests and together with all rights attaching thereto, including the right to receive and retain all dividends or other distributions declared, paid or made on or before the date of this announcement, save for the Announced Final Dividend.
If Peel Acquisitions is required by the Panel to make an offer for Pinewood Shares under the provisions of Rule 9 of the Takeover Code, Peel Acquisitions may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if the Acquisition or any part of it is referred to the UK Competition Commission before the date on which the Offer becomes or is declared unconditional as to acceptances.
The availability of the Acquisition to persons not resident in the UK may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.
APPENDIX II: DEFINITIONS
The following definitions apply throughout this announcement unless the context otherwise requires:
"2010 Preliminary Results for Pinewood" | the preliminary results of Pinewood for the year ended 31 December 2010 |
"Acquisition" | the proposed acquisition by Peel Acquisitions of the entire issued and to be issued share capital of Pinewood by means of the Offer including, where the context requires, any subsequent revision, variation, extension or renewal of such proposed acquisition |
"Announced Final Dividend" | the proposed final dividend of 2.5 pence per Pinewood Share announced in the 2010 Preliminary Results for Pinewood which, subject to Pinewood Shareholder approval at the annual general meeting to be held on 31 May 2011 is expected to be paid on 10 June 2011 to Pinewood Shareholders on the register at the close of business on 13 May 2011 |
"Authorisations" | authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals |
"BDO" | BDO LLP |
"Business Day" | a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business |
"Companies Act" | the Companies Act 2006, as amended from time to time |
"Conditions" | the conditions to the Offer |
"CSOP" | the Pinewood Shepperton plc 2010 Company Share Option Plan |
"Disclosed" | information disclosed: (i) in the 2010 Preliminary Results for Pinewood; (ii) in the Original Announcement; (iii) in any other announcement made to a Regulatory Information Service by or on behalf of Pinewood prior to the Original Announcement (including the IMS); or (iv) fairly to Peel Acquisitions or its advisers by Pinewood prior to the Original Announcement |
"Disclosure and Transparency Rules" | the Disclosure and Transparency Rules as published by the FSA |
"Effective" | in the context of the Acquisition, the Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code |
"Effective Date" | the date on which the Acquisition becomes Effective |
"Euroclear" | Euroclear UK & Ireland Limited |
"Form of Acceptance" | the form of acceptance and authority for use by Pinewood Shareholders in connection with the Offer |
"FSA" | Financial Services Authority |
"Implementation Agreement" | the implementation agreement between Peel Acquisitions and Pinewood dated 27 April 2011 |
"IMS" | the interim management statement for Pinewood released on 27 April 2011 |
"J.P. Morgan Cazenove" | J.P. Morgan Limited, which operates its investment banking business in the United Kingdom under the name J.P. Morgan Cazenove |
"Loan Note Alternative" | the loan note alternative forming part of the Offer under which Pinewood Shareholders may elect to receive Loan Notes in lieu of all or part of the cash consideration to which they would otherwise be entitled under the Offer |
"Loan Notes" | the Loan Notes to be issued by Peel Acquisitions pursuant to the Loan Note Alternative, particulars of which will be set out in the Offer Document |
"London Stock Exchange" | London Stock Exchange plc or its successor |
"LTIP" | the Pinewood Shepperton plc 2006 Long-Term Incentive Plan (including the Joint Ownership Award Schedule) |
"Offer" | the recommended cash offer by Peel Acquisitions to acquire the Pinewood Shares (other than any Pinewood Shares held by Peel Acquisitions) on the terms and subject to the conditions set out in this announcement, the Offer Document and, in the case of Pinewood Shares held in certificated form, the Form of Acceptance (including, where the context so requires, any subsequent revision, variation, extension or renewal thereof) |
"Offer Document" | the formal offer document to be sent by Peel Acquisitions to Pinewood Shareholders (excluding certain overseas Pinewood Shareholders) containing the Offer |
"Offer Period" | the period commencing on 8 April 2011, being the date of the announcement by Pinewood that it had been approached regarding a possible offer, and ending on the Effective Date |
"Official List" | the Official List of the FSA |
"Original Announcement" | the announcement of the Acquisition made by Peel Acquisitions on 27 April 2011 |
"Panel" | the Panel on Takeovers and Mergers |
"Peel" | Peel Holdings Group Limited |
"Peel Acquisitions" | Peel Acquisitions (Pegasus) Limited |
"Peel Group" | Peel and its subsidiary undertakings |
"Pinewood" | Pinewood Shepperton plc |
"Pinewood Directors" | the directors of Pinewood |
"Pinewood Group" | Pinewood and its subsidiary undertakings and where the context permits, each of them |
"Pinewood Independent Directors" | the Pinewood Directors other than Steven Underwood |
"Pinewood Share Schemes" | the LTIP, the Sharesave Scheme, the CSOP and the Pinewood Shepperton plc Employee Benefit Trust |
"Pinewood Share(s)" | the existing unconditionally allotted or issued and fully paid ordinary shares of 10 pence each in the capital of Pinewood |
"Pinewood Shareholder(s)" | holders of Pinewood Shares |
"Regulatory Information Service" | any information service authorised from time to time by the FSA for the purpose of disseminating regulatory announcements |
"Restricted Jurisdiction" | any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Pinewood Shareholders in that jurisdiction |
"Rothschild" | NM Rothschild & Sons Limited |
"Sharesave Scheme" | the Pinewood Shepperton plc Sharesave Scheme |
"Scheme" | the proposed scheme of arrangement under Part 26 of the Companies Act which has been superseded by the Offer |
"Takeover Code" | the City Code on Takeovers and Mergers |
"Takeover Offer" | means a takeover offer, as such term is defined in section 974 of the Companies Act |
"UKLA" | the United Kingdom Listing Authority |
"United Kingdom" or "UK" | the United Kingdom or Great Britain and Northern Ireland |
"United States" or "US" | the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia |
"Wider Pinewood Group" | Pinewood and associated undertakings and any other body corporate, partnership, joint venture or person in which the Pinewood and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent |
"Wider Peel Group" | Peel and associated undertakings and any other body corporate, partnership, joint venture or person in which Peel and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent. |
All times referred to are London time unless otherwise stated.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.
References to the singular include the plural and vice versa. "£" and "pence" means pounds and pence sterling, the lawful currency of the United Kingdom.