8 Apr 2011 18:22
Pinewood Shepperton plc
8 April 2011
Pinewood Shepperton plc ("Pinewood" or the "Company")
Statement re. share price movement
The Board of Pinewood has noted the recent movement in its share price and confirms that it has received an approach for the entire issued and to be issued share capital of Pinewood at a price of 190 pence (plus the dividend of 2.5 pence per share in respect for the financial year ended 31 December 2010) from Peel Holdings Limited ("Peel"), which through its group is a 29.78% shareholder in Pinewood. This approach may or may not lead to an offer being made for the Company. A further announcement will be made in due course.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Pinewood announces that it has 46,232,006 ordinary shares of 10 pence each in issue. The ISIN reference for these securities is GB00B00KLG25.
Enquiries:
J.P. Morgan Cazenove
Hugo Baring / Bronson Albery Tel: +44 (0) 20 7588 2828
Brunswick Group LLP
Tom Buchanan / James Olley Tel: +44 (0) 20 7404 5959
End
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan
Cazenove and is authorised and regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Pinewood Shepperton and for no one else in connection with the approach received from Peel Holdings Limited and will not be responsible to anyone other than Pinewood Shepperton for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in relation to the approach received from Peel Holdings Limited or any matter 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.