TIDMPEB
RNS Number : 6595X
Pebble Beach Systems Group PLC
23 February 2017
FOR IMMEDIATE RELEASE
23rd February 2017
Pebble Beach Systems Group Plc
Strategic Review and Receipt of part
of the VCS Deferred Consideration
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Strategic Review and Receipt of part
of the VCS Deferred Consideration
Strategic Review
Pebble Beach Systems Group Plc ("Pebble" or the "Group"), a
leading global software business specialising in solutions for
playout automation and content serving customers in the broadcast
markets, today announces that it has decided to carry out a formal
strategic review of the Group's business.
While Pebble Beach Systems Limited ("PBS") is an exciting
business with excellent growth potential, it remains constrained by
the Group's existing capital structure, including an estimated
GBP11 million of ongoing bank borrowings. As such, the Board has
determined that it is appropriate to evaluate alternative
opportunities to maximise value for the Group's shareholders.
Accordingly, EY has been appointed to assist with a strategic
review of options, which could include a sale of the Group.
The UK Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such
that any interested party participating in the formal sale process
will not be required to be publicly identified as a result of this
announcement (subject to note 3 to Rule 2.2 of the Code) and will
not be subject to the 28 day deadline referred to in Rule 2.6(a),
for so long as it is participating in the formal sale process.
Interested parties should note Rule 21.2 of the Code, which will
prohibit any form of inducement fee or other offer-related
arrangement, and that the Group, although it may do so in the
future, has not at this stage requested any dispensation from this
prohibition under Note 2 of Rule 21.2.
Parties with a potential interest in making an offer for Pebble
should contact EY. Any interested party will be required to enter
into a non-disclosure agreement with Pebble prior to being admitted
to participate in the process.
The Board will issue a further statement if and when
appropriate.
Receipt of Part of the VCS Deferred Consideration
Additionally xG Technology Inc ("xG") and Pebble are working
together and have agreed to amend the revised Business Purchase
Agreement. This has been effected by xG settling early $3.0 million
of the total deferred consideration of $9.5 million (due by 17
March 2017) by taking on liability for settling $3.0 million of VCS
trade creditors, which under the revised and original Business
Purchase Agreement remained as liabilities of the Group. xG has
assumed this liability so as to regularise its supplier base. It is
expected that xG will assume responsibility for settling additional
VCS trade creditors as a way of settling its obligation to pay the
deferred consideration prior to 17 March 2017, being the date when
full settlement of the deferred consideration is due. Following
this initial assumption to settle $3.0 million of VCS trade
creditors, the deferred consideration due from xG is reduced to
$6.5 million.
The person responsible for arranging for the release of this
announcement on behalf of the Group is John Varney, Non-Executive
Chairman.
For further information, please contact:
ENQUIRIES
John Varney +44 (0) 148 868 5500
Non-Executive Chairman
Pebble Beach Systems Group Plc
Justin Prichard +44 (0) 207 951 2000
Julie Green
EY Corporate Finance (Financial Adviser)
Shaun Dobson +44 (0) 207 496 3000
James White
N+1 Singer (NOMAD)
Charlie Jack +44 (0) 207 796 4133
Bertie Berger
Hudson Sandler
TAKEOVER CODE
Following this announcement, Pebble will be considered to be in
an "offer period" as defined in the Code, and the dealing
disclosure requirements listed below will apply.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror 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 (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 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).
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 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. 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.
RELEVANT SECURITIES IN ISSUE
In accordance with Rule 2.9 of the Code, Pebble confirms that,
as at the date of this announcement, it has 124,603,134 ordinary
shares of 2.5 pence in issue and admitted to trading on AIM. The
International Securities Identification Number for Pebble's
ordinary shares is GB0001482891.
RULE 26.1 DISCLOSURE
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on Pebble's website at
www.pebbleplc.com by no later than 12 noon (London time) on the
business day following the date of this announcement. The contents
of the website referred to in this announcement are not
incorporated into and do not form part of this announcement.
NOTES TO EDITORS
PBS is a leading developer and supplier of automation, channel
in a box, integrated and virtualised playout technology for TV
broadcasters, service providers, and cable and satellite operators.
Founded in 2000 and headquartered in Weybridge, Surrey, PBS has
developed a portfolio of successful products which have the
flexibility to support a wide range of broadcast applications with
scalable products designed for highly efficient multichannel
transmission as well as complex news and sports television.
Installed in more than 70 countries and with proven systems ranging
from single up to over 150 channels in operation, PBS's
international client base includes TV Globo Brazil, Fox News and
Business channels, USA, ZDF Germany, Orbit Showtime Network UAE,
TV4 Sweden, TV2 Denmark, MTG UK, DMC in the Netherlands and AMC
Networks Inc. USA.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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