TIDMPUB
RNS Number : 8147O
Punch Taverns PLC
23 August 2017
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 SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
23 August 2017
RECOMMED ACQUISITION
of
PUNCH TAVERNS PLC
by
VINE ACQUISITIONS LIMITED
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court sanction of Scheme and suspension of trading of Punch
Shares
Punch Taverns plc ("Punch") announces that the High Court of
Justice in England and Wales has today sanctioned the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
by which the recommended all cash offer for the entire issued and
to be issued share capital of Punch (the "Acquisition") by Vine
Acquisitions Limited is being implemented.
It is anticipated that the Effective Date will be 24 August
2017, which is when the Court Order is expected to be delivered to
the Registrar of Companies. There has been no change to the
expected timetable of principal events for the Acquisition set out
in the announcement issued by Punch on 18 August 2017 following the
UK Competition and Markets Authority's decision in respect of the
Disposal.
Additionally, Punch announces that trading in Punch Shares on
the London Stock Exchange's main market for listed securities and
the listing of Punch Shares on the premium listing segment of the
Official List of the UK Listing Authority will each be suspended
with effect from 5.00 p.m. (London time) today, 23 August 2017.
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to the de-listing of Punch Shares
from the premium listing segment of the Official List and the
cancellation of the admission to trading of Punch Shares on the
London Stock Exchange's main market for listed securities, which is
expected to take place at 8.00 a.m. on 25 August 2017, subject to
the Scheme becoming effective.
Full details of the Acquisition are set out in the scheme
document published on 17 January 2017 in relation to the
Acquisition (the "Scheme Document"). Capitalised terms used but not
otherwise defined in this announcement have the meanings given to
them in the Scheme Document.
Enquiries:
--------------------------------------------------------- ----------------------
Punch Taverns plc Tel: +44 1283 501 948
--------------------------------------------------------- ----------------------
Stephen Billingham, Chairman
Duncan Garrood, Chief Executive Officer
Steve Dando, Chief Financial Officer
--------------------------------------------------------- ----------------------
Goldman Sachs International (financial adviser to Punch) Tel: +44 20 7774 1000
--------------------------------------------------------- ----------------------
Nick Harper
Chris Emmerson
Mihir Lal
--------------------------------------------------------- ----------------------
Brunswick Group LLP (public relations adviser to Punch) Tel: +44 20 7404 5959
--------------------------------------------------------- ----------------------
Jonathan Glass
Joe Shipley
--------------------------------------------------------- ----------------------
Importance notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Punch and no one else in
connection with the Transaction and will not be responsible to
anyone other than Punch for providing the protections afforded to
clients of Goldman Sachs International, or for providing advice in
relation to the Transaction or any matter or arrangement referred
to in this announcement.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be implemented solely pursuant to
the terms of the Scheme Document, which contains the full terms and
conditions of the Acquisition. Any decision in respect of, or other
response to, the Acquisition should be made only on the basis of
the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into or from jurisdictions other than the UK may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves of, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purpose of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
Copies of this announcement and formal documentation relating to
the Acquisition will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported vote in respect of the Acquisition.
Further details in relation to overseas shareholders are
contained in the Scheme Document.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) oral statements made regarding the
Transaction, and other information published by Bidco, Patron
Capital and (as relevant) Punch and Heineken, contain statements
which are, or may be deemed to be, "forward-looking statements".
All statements, other than statements of historical fact are, or
may be deemed to be, forward-looking statements. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and Patron Capital and (as
relevant) Punch and Heineken about future events, and are therefore
subject to risks and uncertainties which could cause actual
results, performance or events to differ materially from those
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Transaction, the
expected timing and scope of the Transaction, and other statements
other than historical facts. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plan", "expect", "budget", "target", "aim", "scheduled",
"estimate", "forecast", "intend", "anticipate", "assume", "hope",
"continue" or "believe", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. None of Bidco, Patron Capital, Punch or Heineken can give
any assurance that expectations reflected in the forward-looking
statements will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of Bidco, Patron Capital and/or (as relevant) Punch and
Heineken because they relate to events and depend on circumstances
that may or may not occur in the future.
Each forward-looking statement speaks only as of the date of
this announcement. None of Bidco, Patron Capital, Punch or Heineken
or any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code) the
members of the Punch Group, the members of the Heineken Group and
the members of Patron Capital are under no obligation and undertake
no obligation, and expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Disclosure requirements of 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 an offeree
company or of any securities exchange offer (being any offer other
than an offer 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 securities
exchange offer 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 securities exchange
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 pm on the 10(th)
business day following the commencement of the Offer Period and, if
appropriate, by no later than 3:30 pm on the 10th business day
following the announcement in which any securities exchange offer
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offer
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b), 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 securities exchange offer must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 pm 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 an offeree company or a
securities exchange 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 and 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 of
the Code).
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 in the Disclosure Table 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on websites
This announcement and the documents required to be published
pursuant to Rule 26 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Patron Capital's, Heineken's and Punch's
websites, at www.patroncapital.com/microsite,
www.heineken.co.uk/press-releases and www.punchtavernsplc.com
respectively, promptly and in any event by no later than 12.00 noon
(London time) on 24 August 2017. The content of any website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
SOASESFLDFWSEFA
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August 23, 2017 10:19 ET (14:19 GMT)
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