TIDMPUB
RNS Number : 9377Q
Punch Taverns PLC
05 September 2014
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
PUNCH TAVERNS PLC
("Punch")
Increased support for the proposed restructuring of the Punch A
and Punch B Securitisations
Punch announces that it has been informed of increased support
for the restructuring proposals announced on 18 August 2014 (the
"Proposals"). Undertakings to support the Proposals have now been
given in respect of approximately 72 per cent. of the notes across
the Punch A and Punch B Securitisations and approximately 54 per
cent. of the issued share capital of Punch.
The increased support results from market purchases of Class B3
notes issued by the Punch A Securitisation by seven holders of
junior classes of notes in the Punch A and Punch B Securitisations
(the "Funds") and an agreement that the Funds have entered into
with Morgan Stanley & Co. International plc.
Updated details of the interests of those of the Funds that are
related parties of Punch under the Listing Rules and further
details of the agreement with Morgan Stanley & Co.
International plc are set out below. Punch will also issue a
supplementary combined circular and prospectus to its shareholders
setting out these details.
The expected timetable for the Proposals to become effective is
not affected by this announcement. Meetings of shareholders and
noteholders have been convened for 17 September 2014. Forms of
proxy for the shareholder meeting should be completed and returned
so as to be received by no later than 2.00 p.m. on 15 September
2014. If all requisite shareholder, noteholder and other creditor
approvals are obtained, the Proposals are expected to become
effective on 8 October 2014.
5 September 2014
Enquiries:
Punch Taverns plc Tel: 01283 501 948
Stephen Billingham, Executive
Chairman
Steve Dando, Finance Director
Media: Brunswick Tel: 020 7404 5959
Jonathan Glass, Mike Smith
Further details of the agreement
The agreement entered into by the Funds with Morgan Stanley
& Co. International plc is in addition to the agreement entered
into by the Funds with funds managed or advised by Serengeti Asset
Management, LP, Moore Capital Management, L.P. and Bluecrest
Capital Management (New York), L.P., which is referred to in the
combined shareholder circular and prospectus dated 18 August 2014
(the "Prospectus"). The Funds comprise certain investment funds (or
subsidiaries of such funds) managed or advised by Alchemy Special
Opportunities LLP, Avenue Europe International Management L.P.,
Angelo, Gordon & Co. L.P. or AG Funds, L.P., Glenview Capital
Management LLC ("Glenview"), Luxor Capital Group, LP ("Luxor"),
Oaktree Capital Management, L.P. and Warwick Capital Partners
LLP.
Under the agreements referred to above, those parties (being
holders of, in aggregate, 5.2 per cent. of the senior classes of
notes and 17.4 per cent. of the junior classes of notes across the
Punch A and Punch B Securitisations) have agreed with the Funds to
vote in favour of the requisite noteholder resolutions to approve
the Proposals and, if the Proposals become effective, a total of
422,073,902 of the new ordinary shares to be issued to the Funds
pursuant to the Proposals will be transferred by the Funds to those
holders in return for those holders paying a certain amount in cash
and, in certain cases, transferring new Class M3 Notes issued by
the Punch A Securitisation to the Funds.
As a result of these share transfers, Glenview will dispose of
96,348,076 new ordinary shares and acquire 4,186,000 in principal
amount of Class M3 Notes and Luxor will dispose of 78,859,041 new
ordinary shares and acquire 3,420,000 in principal amount of Class
M3 Notes. Punch is not aware of the terms of the transfer of the
new ordinary shares or Class M3 Notes under these agreements or,
save as described in the Prospectus, of any further transfers of
new ordinary shares and/or notes to or by the Funds (or any other
shareholders or noteholders) to any other party.
For the reasons set out on pages 58-60 of the Prospectus,
Glenview and Luxor are related parties of Punch and their
participation in the Restructuring and Firm Placing are related
party transactions, each of which requires the approval of the
other shareholders under the Listing Rules.
Because of the market purchases and agreements described in this
announcement, the interests of Glenview and Luxor in the notes
issued by the Punch A and Punch B Securitisations and in the issued
share capital of Punch have and are expected to change.
The tables below set out the interests of Glenview and Luxor in
the issued share capital of Punch before and after the Proposals
become effective, taking into account the arrangements described in
this announcement and in the Prospectus. These tables assume that,
from the date of this announcement until the date the new ordinary
shares are issued pursuant to the Proposals, Glenview and Luxor
will not acquire or dispose of any of their existing ordinary
shares or any existing notes which carry an entitlement to receive
new ordinary shares in the restructuring.
Glenview
Before After
Number / amount Percentage Number / amount Percentage
Shares
Ordinary shares of 0.04786p each 121,030,371 18.2% 983,872,325 22.2%
Notes
Punch A existing notes
Class A1 2,260,000 0.8% - -
Class A2 1,968,120 1.0% - -
Class B2 3,276,000 3.9% - -
Class B3 6,250,000 4.7% - -
Punch A new notes
Class A1(F) - - 1,695,000 0.8%
Class A1(V) - - 565,000 0.8%
Class A2(F) - - 1,476,090 1.1%
Class A2(V) - - 492,030 1.1%
Class M3 - - 6,729,000 2.2%
Class B4 - - 759,000 0.8%
Punch B existing notes
Class A7 6,543,700 4.2% 6,543,700 4.2%
Class B1 6,635,000 10.8% - -
Class B2 21,902,000 22.0% - -
Class C1 38,229,000 36.0% - -
Punch B new notes
Class B3 - - 14,079,000 19.3%
Luxor
Before After
Number / amount Percentage Number / amount Percentage
Shares
Ordinary shares of 0.04786p each 76,440,027 11.5% 679,329,348 15.3%
Notes
Punch A existing notes
Class A2 1,855,920 1.0% - -
Class B1 16,170,000 20.3% - -
Class B2 3,372,000 4.0% - -
Class B3 6,250,000 4.7% - -
Class D1 46,300,000 68.3% - -
Punch A new notes
Class A2(F) - - 1,391,940 1.0%
Class A2(V) - - 463,980 1.0%
Class M3 - - 12,984,000 4.3%
Class B4 - - 2,754,000 3.1%
Punch B existing notes
Class A7 1,350,620 0.9% 1,350,620 0.9%
Class A8 12,208,629 28.0% - -
Class B1 6,134,000 10.0% - -
Class B2 21,402,000 21.5% - -
Class C1 27,942,000 26.3% - -
Punch B new notes
Class B3 - - 12,906,000 17.7%
Forward-looking statements
This announcement includes "forward-looking information" within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical fact are, or may be deemed to
be, forward-looking statements. These forward-looking statements
are not based on historical facts, but rather reflect Punch's
current expectations concerning future results and events and
generally may be identified by the use of forward-looking words or
phrases such as "believe", "aim", "expect", "anticipate", "intend",
"foresee", "forecast", "likely", "should", "planned", "may",
"estimated", "potential" or other similar words and phrases.
Similarly, statements that describe Punch's objectives, plans or
goals are or may be forward-looking statements.
These forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause Punch's
actual results, performance or achievements to differ materially
from the anticipated results, performance or achievements expressed
or implied by these forward-looking statements. Although Punch
believes that the expectations reflected in these forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct.
Disclaimer
This announcement is not intended to and does not constitute or
form part of any offer to sell 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 proposals set out herein or otherwise,
nor shall it (or the fact of its distribution) form the basis of,
or be relied on in connection with, any contract therefor or be
considered a recommendation that any investor should subscribe for
or purchase or invest in any securities.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933 as amended (the
"Securities Act") or under any U.S. state securities laws and may
not be offered or sold within the United States unless any such
securities are registered under the Securities Act or an exemption
from the registration requirements of the Securities Act and any
applicable state laws is available.
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 as financial adviser to Punch and for no
one else in connection with the capital restructuring and will not
be responsible to anyone other than Punch for providing the
protections afforded to clients of Goldman Sachs International nor
for providing advice in connection with the capital restructuring,
the content of this announcement or any matter referred to
herein.
The Blackstone Group International Partners LLP, which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting as financial adviser to Punch and for no
one else in connection with the capital restructuring and will not
be responsible to anyone other than Punch for providing the
protections afforded to clients of The Blackstone Group
International Partners LLP nor for providing advice in connection
with the capital restructuring, the content of this announcement or
any matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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