15th Jun 2009 15:37
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND OR SWITZERLAND AND SHOULD NOT BE DISTRIBUTED IN, FORWARDED TO OR TRANSMITTED INTO THOSE COUNTRIES OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
15 June 2009
PUNCH TAVERNS PLC
FIRM PLACING AND PLACING AND OPEN OFFER OF 375 MILLION NEW ORDINARY SHARES AT 100 PENCE PER NEW SHARE RAISING PROCEEDS OF APPROXIMATELY £375 MILLION
The Board of Punch Taverns Plc ("Punch" or the "Group") announces the pricing of the Firm Placing and Placing and Open Offer of New Ordinary Shares announced earlier today. A total of 375 million New Ordinary Shares will be issued at an Offer Price of 100 pence per New Ordinary Share pursuant to the Firm Placing and Placing and Open Offer, raising proceeds of approximately £375 million. Goldman Sachs International and Merrill Lynch International are acting as Joint Sponsors and Joint Bookrunners in respect of the Firm Placing and Placing and Open Offer.
The Offer Price of 100 pence represents a 32.7 per cent. discount to the Closing Price of 148.5 pence per Ordinary Share on 12 June 2009. The Joint Bookrunners as agents for the Company have entered into arrangements in connection with the conditional placing of the 187.5 million Firm Placing Shares at an acquisition price of 100 pence per Firm Placing Share and the conditional placing of the 187.5 million Open Offer Shares at an acquisition price of 100 pence per Open Offer Share, subject to clawback in respect of valid applications by Qualifying Shareholders at the Offer Price under the Open Offer. The Firm Placing Shares are not subject to clawback and are not part of the Open Offer.
Under the Open Offer, Qualifying Shareholders will be given the opportunity to apply for the Open Offer Shares at the Offer Price of 100 pence per New Ordinary Share on the following basis:
7.02030 Open Offer Share(s) for every 10 Existing Shares(s)
registered in their name on the Record Date and otherwise on the terms and conditions to be set out in the Prospectus to be published shortly by the Company. Fractional entitlements to New Ordinary Shares will not be allotted to Qualifying Shareholders and entitlements will instead be rounded down to the nearest whole number of New Ordinary Shares.
The New Ordinary Shares to be issued will represent approximately 140 per cent. of the Group's existing issued share capital and 58 per cent. of the Group's enlarged issue share capital following the Firm Placing and Placing and Open Offer.
The Prospectus will contain details of how Qualifying Shareholders can participate in the Open Offer and will be available on the Group's website, www.punchtaverns.com
The Firm Placing and Placing and Open Offer are conditional upon, among other things, the approval of Shareholders at the General Meeting and the Underwriting Agreement becoming unconditional in all respects. The General Meeting is expected to be held in early July.
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For further information, please contact: |
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Punch Taverns plc Giles Thorley, Chief Executive Phil Dutton, Finance Director |
+44 (0) 20 7255 4002 |
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Smithfield Consultants John Kiely Alex Simmons |
+44 (0) 20 7360 4900 |
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Goldman Sachs International (Joint Sponsor and Joint Bookrunner) Anthony GutmanNick HarperJim Wight |
+44 (0) 20 7774 1000 |
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Merrill Lynch International (Joint Sponsor and Joint Bookrunner) Simon Mackenzie-Smith Andrew Osborne Rupert Hume-Kendall |
+44 (0) 20 7628 1000 |
IMPORTANT NOTICE
This announcement and the information contained in it is not for distribution (directly or indirectly) in or to the United States, Canada, Australia, New Zealand or Switzerland. It does not constitute an offer for sale of securities, nor a solicitation to purchase or subscribe for securities, in the United States, Canada, Australia, New Zealand or Switzerland or any other jurisdiction where such offer, sale or solicitation would be unlawful.
A copy of the Prospectus when published will be available on the Company's website at www.punchtaverns.com provided that the Prospectus will not be available (whether through the website or otherwise) to Shareholders in Excluded Territories and, subject to certain exceptions, the United States. The Prospectus will give further details of the Firm Placing and Placing and Open Offer.
Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Joint Sponsor and Joint Bookrunner for Punch Taverns plc and no one else in connection with the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Punch Taverns plc for providing the protections afforded to its clients or for providing advice in relation to the Firm Placing and Placing and Open Offer or any matters referred to in this announcement.
Merrill Lynch International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as Joint Sponsor and Joint Bookrunner for Punch Taverns plc and no one else in connection with the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than Punch Taverns plc for providing the protections afforded to its clients or for providing advice in relation to the Firm Placing and Placing and Open Offer or any matters referred to in this announcement.
The New Ordinary Shares have not been and will not be registered under the US Securities Act, or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the New Ordinary Shares in the United States. The New Ordinary Shares offered outside the United States are being offered in reliance on Regulation S under the US Securities Act.
The New Ordinary Shares have not been and will not be registered under the securities laws of any Excluded Territory and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, within the Excluded Territories except pursuant to an applicable exemption from registration and in compliance with any applicable securities laws. There will be no public offer of the New Ordinary Shares in any of the Excluded Territories.
DEFINITIONS
The definitions set out below apply throughout this announcement, unless the context requires otherwise.
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"Closing Price" |
the closing, middle market quotation of an Ordinary Share, as published in the Daily Official List; |
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"Excluded Shareholders" |
subject to certain exceptions shareholders who have registered addresses in, who are incorporated in, registered in or otherwise resident or located in, the United States or any Excluded Territory; |
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"Excluded Territories" |
Australia, Canada, New Zealand, Switzerland and any other jurisdiction where the extension or availability of the Placing and Open Offer (and any other transaction contemplated thereby) would breach any applicable law or regulation; |
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"Existing Ordinary Shares" |
in relation to a particular date, the Ordinary Shares existing as at that date; |
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"Firm Placees" |
those investors participating in the Firm Placing; |
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"Firm Placing" |
the placing of New Ordinary Shares with the Firm Placees; |
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"Firm Placing Shares" |
New Ordinary Shares placed with Firm Placees under the Firm Placing; |
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"FSA" or "Financial Services Authority" |
the Financial Services Authority of the United Kingdom; |
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"General Meeting" |
the general meeting of the Company to be convened pursuant to the Notice; |
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"Goldman Sachs International" |
Goldman Sachs International of Peterborough Court, 133 Fleet Street, London EC4A 2BB; |
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"Group" |
the Company together with its subsidiaries and subsidiary undertakings; |
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"Joint Sponsors" |
Goldman Sachs International and Merrill Lynch International; |
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"Joint Bookrunners" |
Goldman Sachs International and Merrill Lynch International; |
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"Merrill Lynch International" |
Merrill Lynch International of Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ; |
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"New Ordinary Shares" |
the Firm Placing Shares and/or the Open Offer Shares, as the context requires; |
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"Open Offer" |
the offer to certain Qualifying Shareholders to apply for the Open Offer Shares on the terms and subject to the conditions to be set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders, in the relevant application form; |
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"Offer Price" |
the price determined by the Joint Sponsors and the Company for each Open Offer Share and for each Firm Placing Share; |
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"Open Offer Shares" |
New Ordinary Shares to be offered to Qualifying Shareholders pursuant to the Open Offer; |
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"Ordinary Shares" |
the ordinary shares of 0.04786 pence each in the capital of the Company; |
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"Placing and Open Offer" |
the placing of the Open Offer Shares with Conditional Placees subject to clawback under the Open Offer, and the Open Offer; |
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"pounds" or "£" or "pounds sterling" |
the lawful currency of the United Kingdom; |
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"Prospectus" |
the document comprising a prospectus relating to the Company for the purpose of the Firm Placing and the Placing and Open Offer (together with any supplements or amendments thereto); |
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"Punch" or "the Company" |
Punch Taverns plc, a company incorporated in England and Wales with registered number 03752645, whose registered office is at Jubilee House, Second Avenue, BurtonߛuponߛTrent, Staffordshire DE14 2WF; |
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"Qualifying Shareholders" |
holders of Existing Ordinary Shares on the register of members of the Company on the Record Date; |
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"Record Date" |
5.00 p.m. on 15 June 2009; |
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"Shareholder(s)" |
the holder(s) of Ordinary Shares from time to time; |
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"subsidiary" |
a subsidiary as that term is defined in Section 736 of the Companies Act 1985; |
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"subsidiary undertaking" |
a subsidiary undertaking as that term is defined in section 258 of the Companies Act 1985; |
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"United States" or "US" |
the United States of America, its territories and possessions, any state of the United States and the District of Columbia; and |
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"US Securities Act" |
the United States Securities Act of 1933, as amended. |
All references to time in this document are references to the time in London, United Kingdom.
CE091640020
Related Shares:
Punch Taverns PLC