16 Apr 2015 11:39
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
Pinewood Group plc ("Pinewood" or the "Company")
Result of General Meeting, Issue of Equity, Board Changes, Director Dealings
and Total Voting Rights
Result of General Meeting and Issue of Equity
On 31 March 2015, the Company announced details of a conditional placing by N+1 Singer to raise £30 million (before expenses) through the issue of 8,000,000 New Ordinary Shares at an issue price of 375 pence per share.
The Company is pleased to announce that, at the General Meeting held earlier today, both of the Resolutions proposed were passed by Shareholders on a poll. Details of the votes received on each of the Resolutions are set out at the end of this announcement.
Application has been made to the London Stock Exchange for the admission of the 8,000,000 New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 17 April 2015.
Board Changes
As set out in the circular posted to Shareholders on 31 March 2015 (the "Circular"), the resignations of non-executive Directors Neil Lees and Tom Allison from the Board will become effective on Admission.
Director Shareholdings
The following table sets out the remaining Directors' shareholdings and percentage interests in the Enlarged Share Capital immediately following Admission:
Number of Placing Shares being acquired | Total number of Ordinary Shares held following Admission | Percentage of Enlarged Share Capital | |
Lord Grade of Yarmouth, CBE | Nil | 17,500 | 0.03% |
Ivan Patrick Dunleavy | 127,884 | 127,884 | 0.22% |
Christopher John Naisby | 19,376 | 19,376 | 0.03% |
Andrew Mark Smith | 19,376 | 19,376 | 0.03% |
Nicholas David James Smith | 89,131 | 89,131 | 0.16% |
James Stephen Christian | 19,376 | 29,376 | 0.05% |
Steven Underwood | Nil | Nil | Nil |
Ruth Catherine Prior | Nil | Nil | Nil |
Total Voting Rights
In accordance with the FCA's Disclosure Rules and Transparency Rules, following Admission the Company's issued ordinary share capital will comprise 57,409,926 Ordinary Shares of 10 pence each. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company will be 57,409,926.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Rules and Transparency Rules.
New Banking Facilities
As noted in the Circular, the Company has agreed new banking facilities of up to £135 million with Lloyds Bank plc, The Royal Bank of Scotland plc, HSBC Bank plc and Barclays Bank PLC. All conditions to the refinancing of the Company's existing committed banking facilities have been satisfied and these facilities will be refinanced shortly following Admission.
Poll Results
Resolution | Total Votes For | Total Votes Against | Total VotesWithheld | |
1. | To authorise the Directors to allot the New Ordinary Shares pursuant to the Placing | 48,481,790 (99.998%) | 1,057 (0.002%) | 0
|
2. | To disapply the statutory pre-emption rights in relation to the allotment of the New Ordinary Shares pursuant to the Placing | 48,478,290 (99.990%) | 4,557 (0.010%) | 0
|
Capitalised terms used in this announcement have the same meaning as set out in the Circular.
Enquiries:
Pinewood Group plc | +44 (0) 1753 656 732 |
Andrew M. Smith, Director of Strategy and Communications | |
N+1 Singer (Nominated Adviser and Broker) |
+44 (0)207 496 3000 |
Richard Lindley
Shaun Dobson |
Important Notice
A copy of this announcement will be published, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Pinewood's website at www.pinewoodgroup.com. For the avoidance of doubt, neither the content of the Company's website nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of securities in the Company.
Nplus1 Singer Advisory LLP ("N+1 Singer") is acting as Nominated Adviser and broker to the Company in relation to the Placing. N+1 Singer, which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and for no one else in relation to the Placing. N+1 Singer will not be responsible to any other person for providing the protections afforded to its clients nor for advising any other person in connection with the matters contained in this announcement.
This announcement has been issued by, and is the sole responsibility of, the Company. N+1 Singer has not authorised the contents of any part of this announcement and no representation or warranty, express or implied, is or will be made as to, or in relation to, respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party, and any liability therefor is expressly disclaimed.
This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.