TIDMPUB
RNS Number : 8963O
Punch Taverns PLC
24 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
24 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
Scheme of Arrangement becomes effective
On 15 December 2016, the boards of directors of Punch Taverns
plc ("Punch") and Vine Acquisitions Limited ("Bidco"), a company
formed at the direction of Patron Fund V, announced that they had
reached agreement on the terms of a recommended all cash offer for
the entire issued and to be issued share capital of Punch by Bidco
(the "Acquisition") to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
On 23 August 2017, Punch announced that the Court had sanctioned
the Scheme at the Court Hearing held that day.
Punch and Bidco are pleased to announce that, following the
delivery of the Court Order to the Registrar of Companies today,
the Scheme has now become effective in accordance with its terms
and the entire issued and to be issued share capital of Punch is
now owned by Bidco (or such of its nominee(s) as agreed between
Bidco and Punch).
As the Scheme is now Effective, Punch announces that Stephen
Billingham (Non-Executive Chairman), Angus Porter (Senior
Independent Director), John Allkins (Non-Executive Director), and
Emma Fox (Non-Executive Director), will step down from the board of
directors as of today's date.
A Scheme Shareholder on the register of members of Punch at the
Scheme Record Time, being 6.00 p.m. on 23 August 2017, will be
entitled to receive 180 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by way of the dispatch of cheques or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in certificated form and in uncertificated form,
respectively) as soon as practicable and in any event not later
than 14 days after the Effective Date, as set out in the scheme
document published on 17 January 2017 in relation to the
Acquisition (the "Scheme Document").
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.
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.
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 25 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
SOAGCGDIUBDBGRS
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