Possible Offer for Punch Taverns plc

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 OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release 14 December 2016

Possible Offer for Punch Taverns plc ("Punch")

Emerald Investment Partners Ltd ("Emerald") confirms it has made a proposal to Punch regarding a possible cash offer for the entire issued and to be issued share capital of Punch at 185 pence per share (the "Proposed Offer Price").

Emerald reserves the right to reduce the Proposed Offer Price by the amount of any dividend (or other distribution) which is paid or becomes payable by Punch to its shareholders prior to any offer being made or prior to such offer being completed.

Emerald also reserves the right to offer a lower price if it were to be recommended by the Punch Board or if a third party announces a firm intention to make an offer for Punch which is valued at a lower price than the Proposed Offer Price.

Emerald notes that its proposal does not constitute a firm intention to make an offer under Rule 2.7 of the Code. The announcement of any such firm intention to make an offer by Emerald is subject to the satisfaction of a number of pre-conditions, including arranging committed financing, confirmatory due diligence and the recommendation of the Punch Board. Discussions with Punch are ongoing and Emerald reserves the right to waive any of the preconditions to the announcement but notes that there can be no certainty that a formal offer will be made, even if the above pre-conditions are satisfied or waived.

Emerald confirms that it, together with its concert parties, currently owns 4,835,980 shares in Punch, representing 2.2% of the issued share capital.

A further announcement will be made when appropriate.

Enquiries:

Powerscourt +44 (0)207 250 1446

Justin Griffiths

Nick Dibden

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be available at www.emeraldinvestment.co.uk by no later than the 12 noon on 15 December 2016.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

About Emerald

Emerald is a London based family investment office set up by Alan McIntosh in 2012. The Emerald principals are professionals with experience of investing in and taking strategic roles across a range of sectors in both public and private companies.

Emerald currently has interests in real estate, hotels and leisure, healthcare, biotech and education, located in Europe, North America and Asia. The single common denominator across Emerald's investment portfolio is the first-class quality of management teams that it partners with and supports.

In all investments that Emerald makes, Emerald's principals provide a significant proportion of funds involved. External partner investors include other family offices and sophisticated investors from across the world.

Disclosure requirements of the Takeover Code (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, 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.