TIDMPUB
RNS Number : 3735U
Punch Taverns PLC
17 January 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 THAT
JURISDICTION
17 January 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
PUBLICATION OF THE SCHEME DOCUMENT
On 15 December 2016, the boards of Punch Taverns plc ("Punch")
and Vine Acquisitions Limited ("Bidco"), a newly incorporated
company formed at the direction of Patron Fund V, announced that
they had reached agreement on the terms of a recommended cash offer
by Bidco for the entire issued and to be issued ordinary share
capital of Punch (the "Acquisition") to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
Publication of the Scheme Document
Punch is pleased to announce that a circular in relation to the
Scheme (the "Scheme Document"), setting out, among other things, a
letter from the Chairman of Punch, the full terms and conditions of
the Scheme, a statutory explanatory statement, an expected
timetable of principal events, notices of the Court Meeting and
General Meeting and details of the action to be taken by Punch
Shareholders, will be published today on the Punch website at
www.punchtavernsplc.com.
Copies of the Scheme Document and Forms of Proxy for the Court
Meeting and General Meeting are being sent to Punch Shareholders,
either in hard copy form or electronic form depending on the
relevant Punch Shareholder's communication preference.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. All references to times in this Announcement are
to London times unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become
effective, the Scheme will require, among other things, that the
requisite majority of eligible Punch Shareholders: (i) vote in
favour of the Scheme at the Court Meeting; and (ii) pass the
Special Resolution at the General Meeting. The Scheme is also
subject to the satisfaction or waiver of the Conditions and further
terms that are set out in the Scheme Document.
Notices convening the Court Meeting and the General Meeting at
1.00 p.m. (London time) on 10 February 2017 and 1.15 p.m. (London
time) (or immediately after the conclusion or adjournment of the
Court Meeting) on 10 February 2017, respectively, to be held at the
offices of Goldman Sachs, Peterborough Court, 133 Fleet Street,
London EC4A 2BB, are set out in the Scheme Document.
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of opinion of
the Punch Shareholders. Punch Shareholders are therefore strongly
advised to complete, sign and return their blue Form of Proxy or
appoint a proxy online or through the CREST electronic proxy
appointment service for the Court Meeting as soon as possible.
Punch Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this Announcement. Subject to the approval of Punch
Shareholders and the Court, and to the satisfaction of the other
Conditions, the Scheme is expected to become effective in the first
half of 2017.
Emerald Investment Partners Limited
Following Emerald's indicative proposal to acquire the entire
issued and to be issued share capital of Punch, in accordance with
Section 4 of Appendix 7 of the Code the Panel has confirmed that
Emerald is required, by not later than 5.00 p.m. on the date
falling seven days prior to the date of the Meetings, either to
announce a firm intention to make an offer for Punch in accordance
with Rule 2.7 of the Code or announce that it does not intend to
make an offer, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. Based on a date of
the Meetings of 10 February 2017 as set out in the Scheme Document,
Emerald would need to make such an announcement by not later than
5.00 p.m. on 3 February 2017. There can be no certainty that any
firm offer will be made by Emerald.
Information for Punch Shareholders
Copies of this Announcement and the Scheme Document will be
available (subject to certain restrictions relating to persons in
certain overseas jurisdictions) on Punch's website at
www.punchtavernsplc.com, on Bidco's website at
www.patroncapital.com/microsite and on Heineken's website at
www.heineken.co.uk/press-releases by no later than 12 noon (London
time) on the Business Day following this Announcement up to and
including the Effective Date.
A copy of the Scheme Document will be submitted today to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM.
Enquiries:
PATRON CAPITAL Tel: +44 20 7629 9417
Shane Law
Stephen Green
ROTHSCHILD (financial adviser to Patron Fund V and Bidco) Tel: +44 20 7280 5000
Avi Goldberg
Edward Duckett
HEINEKEN Tel: +31 20 5239 590
Sonya Ghobrial (for investor/analyst enquiries) Tel: +44 7785 531 756
Nigel Pollard (for press enquiries)
NOMURA INTERNATIONAL PLC (financial adviser to Heineken International) Tel: +44 20 7102 1000
Oliver Tucker
Harry Goss
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
Redleaf COMMUNICATIONS (PR adviser to Patron Capital and Bidco) Tel: +44 20 7382 4747
Emma Kane
Henry Columbine
TENEO BLUE RUBICON (PR adviser to Heineken) Tel: +44 20 7260 2700
Charles Armitstead
Ben Ullman
BRUNSWICK GROUP LLP (PR adviser to Punch) Tel: +44 20 7404 5959
Jonathan Glass
Joe Shipley
Further information
This Announcement 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 will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect 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.
Important notices relating to financial advisers
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 Acquisition 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 Acquisition or any matter or arrangement referred
to in this Announcement.
Rothschild, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Patron Fund V and Bidco and no one else in connection with the
Transaction and will not be responsible to anyone other than Patron
Fund V and Bidco for providing the protections afforded to clients
of Rothschild nor for giving advice in relation to the Transaction
or any matter or arrangement referred to in this Announcement.
Nomura International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation
Authority and the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Heineken International and no
one else in connection with the Transaction and Nomura
International plc, its affiliates and its respective officers,
employees, agents, representatives and/or associates will not
regard any other person as their client, nor will they be
responsible to anyone other than Heineken International for
providing the protections afforded to clients of Nomura
International plc nor for giving advice in relation to the
Transaction or any matter or arrangement referred to in this
Announcement.
No profit forecasts or estimates
Unless expressly stated otherwise, no statement in this
Announcement is intended as a profit forecast or a profit estimate
and no statement in this Announcement should be interpreted to mean
that earnings per Punch Share for the current or future financial
years would necessarily match or exceed the historical published
earnings per Punch Share.
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 Takeover 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.
Overseas Shareholders
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom to vote their Punch Shares
with respect to the Scheme at the Court Meeting and the Acquisition
at the Punch General Meeting, or to execute and deliver forms of
proxy appointing another to vote at the Court Meeting and the
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. 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 the
United Kingdom.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England. However, if Bidco were to elect to implement
the Acquisition by means of a takeover offer, such takeover offer
will be made in compliance with all applicable laws and
regulations, including relevant US securities laws. In addition to
any such takeover offer, to the extent permitted by applicable law
(including relevant US securities laws), Bidco, certain affiliated
companies and the nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, Punch Shares
outside such takeover offer during the period in which such
takeover offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act.
The availability of the Acquisition to Punch Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this Announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdiction where to do so would violate the laws in that
jurisdiction.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the FCA and the
UK Listing Authority.
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 10(th) 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) of the Code, 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).
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
on the Business Day following this Announcement. The content of any
website referred to in this Announcement is not incorporated into
and does not form part of this Announcement.
Request for hard copies
Punch Shareholders may request a hard copy of this Announcement
by contacting the Company Secretary of Punch between 9.00 a.m. and
5.00 p.m. Monday to Friday (except UK public holidays) on 01283 501
600 from within the UK, or on +44 1283 501 600 if calling from
outside the UK, or by submitting a request in writing to the
Company Secretary of Punch at Jubilee House, Second Avenue,
Burton-upon-Trent, Staffordshire, DE14 2WF. Punch Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Transaction
should be in hard copy form. A hard copy of such documents,
announcements (including this Announcement) and information will
not be sent unless so requested.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Punch Shareholders, persons with
information rights and other relevant persons for the recipient of
communication from Punch may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Code.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated. All
dates and times are based on Punch's, Bidco's and Heineken's
current expectations and are subject to change. If any of the dates
and/or times in this expected timetable change, the revised dates
and/or times will be notified promptly to Punch Shareholders by
announcement through a Regulatory Information Service.
Event Expected time/date
Latest time for lodging
forms of proxy(1) for
the:
Court Meeting (blue 1:00 p.m. on 8 February
form) 2017
General Meeting (white 1:15 p.m. on 8 February
form) 2017
Voting Record Time(2) 6.00 p.m. on 8 February
for the Court Meeting 2017
and the General Meeting
Court Meeting 1:00 p.m. on 10 February
2017
General Meeting(3) 1:15 p.m. on 10 February
2017
The following dates are indicative only and
are subject to change(4)
Court Hearing A date which is expected
to be not later than
14 days after the satisfaction
or waiver of Condition
3(A) relating to the
merger control review
of the Disposal (or
any aspect thereof)
by the European Commission
and/or CMA ("D")
Last day of dealings D
in Punch Shares
Dealings in Punch Shares 5.00 p.m. on D
suspended in London
Scheme Record Time 6.00 p.m. on D
Effective Date of the D+1 Business Day ("S")
Scheme
De-listing of Punch S+1 Business Day
Shares
Despatch of cheques Within 14 days of the
and crediting of CREST Effective Date
for cash consideration
due under the Scheme
Long Stop Date(5) 31 October 2017
Notes:
(1) The blue Form of Proxy for the Court Meeting,
if not received by Computershare by the time
stated above, may be handed to a representative
of Computershare, on behalf of the Chairman
of the Court Meeting, or to the Chairman of
the Court Meeting, before the start of that
Meeting. However, in order to be valid, the
white Form of Proxy must be received by Computershare
no later than 1:15 p.m. (London time) on 8
February 2017 (or, if the General Meeting
is adjourned, 48 hours (excluding non-working
days) before the time fixed for the adjourned
Meeting.
(2) If either the Court Meeting or the General
Meeting is adjourned, the Voting Record Time
for the relevant adjourned Meeting will be
6.00 p.m. (London time) on the date which
is two days (excluding non-working days) before
the date set for such adjourned Meeting.
(3) To commence at 1:15 p.m. (London time)
or as soon thereafter as the Court Meeting
shall have concluded or adjourned.
(4) These times and dates are indicative only
and will depend on, among other things, the
dates upon which (i) the Conditions are satisfied
or (where applicable) waived, (ii) the Court
sanctions the Scheme, and (iii) the Court
Order sanctioning the Scheme is delivered
to the Registrar of Companies. If the expected
dates of the Court Hearing is changed, Punch
will give adequate notice of the changes by
issuing an announcement through a Regulatory
Information Service.
(5) The latest date by which the Scheme must
be implemented may be extended by agreement
between Punch, Bidco and Heineken with the
prior consent of the Panel and (if required)
the approval of the Court.
------------------------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUBRURBWAAAAR
(END) Dow Jones Newswires
January 17, 2017 07:17 ET (12:17 GMT)
Punch Taverns (LSE:PUB)
Historical Stock Chart
From Jun 2024 to Jul 2024
Punch Taverns (LSE:PUB)
Historical Stock Chart
From Jul 2023 to Jul 2024
