3rd Jul 2009 11:52
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.
ALL DEFINED TERMS USED IN THIS ANNOUNCEMENT ARE DEFINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY ON 16 JUNE 2009 WHICH IS AVAILABLE FROM THE COMPANY'S REGISTERED OFFICE AND ON ITS WEBSITE AT WWW.PUNCHTAVERNS.CO.UK.
3 July 2009
PUNCH TAVERNS PLC
RESULTS OF FIRM PLACING AND PLACING AND OPEN OFFER AND RESULTS OF THE GENERAL MEETING
On 15 June 2009, the Board of Punch Taverns plc ("Punch" or the "Company") announced the pricing details of the Firm Placing and Placing and Open Offer of New Ordinary Shares to raise gross proceeds of approximately £375 million. Placees agreed to subscribe for 187,500,000 Firm Placing Shares and to subscribe for 187,500,000 Open Offer Shares, both at an Offer Price of 100 pence per New Ordinary Share. The Open Offer Shares were subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders under the Open Offer. The acquisition of the Firm Placing Shares was not subject to clawback.
The Open Offer closed for acceptance at 11.00 a.m. on 2 July 2009. Punch is pleased to announce that it has received valid acceptances in respect of 91,919,924 Open Offer Shares from Qualifying Shareholders. This represents approximately 49.02 per cent. of the Open Offer Shares offered. The remaining 95,580,076 Open Offer Shares, representing 50.98 per cent. of the Open Offer Shares, have been allocated to the Placees with whom they had been conditionally placed.
The Firm Placing and Placing and Open Offer are conditional on, inter alia, the approval of Shareholders at the General Meeting (details of the other conditions are set out towards the end of this announcement). The Company is pleased to announce that at the General Meeting of the Company held at 10.30 a.m. today, 3 July 2009, the Resolutions set out in the Prospectus sent to shareholders on 16 June 2009, were all duly passed by vote on a poll.
The results of the poll on the Resolutions which were proposed at the General Meeting are set out below:
|
Resolution
|
Votes For
|
Percentage of votes cast
|
Votes Against
|
Votes Withheld
|
|
|
1. Special resolution to approve the terms of the Firm Placing and Placing and Open Offer
|
119,643,945
|
75.14
|
39,575,853
|
140,810
|
|
|
2. Ordinary resolution to grant Directors authority to issue the Firm Placing Shares and Open Offer Shares at a discount greater than 10 per cent. to middle market price
|
119,479,110
|
75.16
|
39,490,721
|
391,094
|
|
|
3. Ordinary resolution to grant Directors the authority to allot new Ordinary Shares in connection with the Firm Placing and Placing and Open Offer under section 80 of the Companies Act 1985
|
119,363,676
|
75.12
|
39,540,621
|
456,628
|
|
|
4. Ordinary resolution (if the Firm Placing and Placing and Open Offer proceed) to replace the Director’s authority to allot under section 80 of the Companies Act 1985 to allot new Ordinary Shares up to an aggregate nominal amount of £102,423
|
119,293,989
|
75.07
|
39,610,308
|
456,628
|
|
|
5. Special resolution (if the Firm Placing and Placing and Open Offer proceed) to replace the Director’s authority to disapply pre-emption rights in respect of the issue of Ordinary Shares by the Company (i) by way of rights or entitlements to Shareholders in proportion to their respective holdings of such shares; and (ii) generally up to an aggregate nominal amount of £15,365
|
119,852,540
|
75.27
|
39,367,575
|
141,127
|
|
|
6. Special resolution to authorise the Company to call general meetings on not less than 14 clear days’ notice
|
119,599,275
|
75.12
|
39,620,087
|
141,563
|
|
The voting figures will be displayed shortly on the Company's corporate website www.punchtaverns.co.uk. In accordance with paragraph 9.6.2 of the Listing Rules, two copies of the resolutions passed at the meeting will be submitted to the UK Listing Authority and will shortly be available for inspection at the Financial Services Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Telephone: 020 7066 8333
Admission is now scheduled to take place at 8:00 a.m. on 7 July 2009.
The Firm Placing and Placing and Open Offer remain conditional, inter alia, upon:
(i) Admission becoming effective by not later than that time (or such later date, not being later than 13 July 2009, as the Company and the Joint Sponsors may agree); and
(ii) the Underwriting Agreement having otherwise become unconditional in all respects and not having been terminated in accordance with its terms prior to Admission.
Following the issue of 375,000,000 New Ordinary Shares pursuant to the Firm Placing and Placing and Open Offer, as set out above, Punch will have a total of 642,209,813 Ordinary Shares in issue. The New Ordinary Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares.
|
For further information, please contact: |
|
|
Punch Taverns plc Giles Thorley, Chief Executive Phil Dutton, Finance Director |
+44 (0) 20 7255 4002 |
|
Smithfield Consultants John Kiely Alex Simmons |
+44 (0) 20 7360 4900 |
|
Goldman Sachs International (Joint Sponsor and Joint Bookrunner) Anthony Gutman Nick Harper Jim Wight |
+44 (0) 20 7774 1000 |
|
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 is not a prospectus. Investors should not subscribe for or purchase, sell or dispose of any New Ordinary Shares referred to in this announcement except on the basis of information in the Prospectus published by Punch Taverns plc in connection with the Firm Placing and the Placing and Open Offer.
This announcement is for information purposes only and does not constitute or form part of any offer or invitation to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue, or any solicitation of any offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of or issue New Ordinary Shares or to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or solicitation is unlawful.
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.
The Prospectus has been published and is available on the Company's website at www.punchtaverns.com provided that the Prospectus is not available (whether through the website or otherwise) to Shareholders in Excluded Territories and, subject to certain exceptions, the United States. The Prospectus provides 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.
Related Shares:
Punch Taverns PLC