31st Dec 2009 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY, JAPAN, CANADA, AUSTRALIA OR SOUTH AFRICA (SEE "RESTRICTIONS" BELOW)
RESULTS OF THE PUBLIC WARRANT EXCHANGE INVITATION
31 December 2009
On 1 December 2009, Pearl Group ("Pearl" or the "Company") announced that it had launched invitations to certain eligible holders of warrants issued under the Warrants Agreement with ABN AMRO Bank N.V. dated 5 February 2008, as amended and restated on 2 September 2009, with ISIN KYG6963M1143 (the "Public Warrants") to submit their Public Warrants for exchange for new ordinary shares (the "Exchange Invitation"). Today, Pearl is pleased to announce the results of the Exchange Invitation.
Overview of the result of the Exchange Invitation
Following the expiration of the Exchange Invitation, Pearl is pleased to announce that 21,830,132 Public Warrants were submitted for exchange of which all have been accepted, resulting in the issuance of 3,969,079 new ordinary shares in the Company.
Following the settlement of the Exchange Invitation, the Company is expected to have 130,200,732 shares in issue consisting of 80,430,732 ordinary shares and 49,770,000 class B shares. In addition, there will be an additional 75,998,068 ordinary and class B shares that the Company may be required to issue in connection with the outstanding warrants and contingent rights over shares.
Background to and reasons for the Exchange Invitation
In line with its stated strategy, the Company continues to take steps to achieve the simplification of its capital structure and to seek transition to a Premium Listing on the Official List of the UKLA during 2010 (the "Premium Listing"). One of the requirements for a Premium Listing is that all dilutive instruments issued by the Company must not exceed 20% of the issued equity share capital of the Company.
The Company is continuing to pursue other options to meet the requirements for a Premium Listing. Further announcements will be made if and when appropriate.
Commenting on the results of the Exchange Invitation Pearl Group CEO, Jonathan Moss said:
"This is an important step for Pearl Group in reducing the quantity of outstanding dilutive instruments and in preparing the group for a Premium Listing in London, which we hope to achieve in 2010. We are delighted that the response from warrantholders to the Exchange Invitation was so strong, at over 99% of the maximum that we could have accepted."
Overview of the Invitations
On 1 December 2009, Pearl also launched invitations to certain eligible holders of its insider warrants issued under the Insider Warrant Agreement as amended and restated on 2 September 2009 (the "Insider Warrants") to submit their Insider Warrants for exchange for new class B shares (the "Insider Warrant Exchange Invitation" and, together with the Exchange Invitation, the "Invitations").
As at 1 December 2009 there were 30,000,000 Public Warrants and 11,468,200 Insider Warrants outstanding. The Insider Warrants comprised 7,468,200 Founders' Warrants and 4,000,000 Sponsors' Warrants.
Pursuant to the terms of the Invitations, Pearl invited all eligible holders of Public Warrants and all eligible holders of Insider Warrants to offer to exchange any or all of such Public Warrants and/or Insider Warrants on the following terms, subject to the total aggregate number of Public Warrants to be accepted by the Company not exceeding 22,000,000:
For each Public Warrant 0.181818 new Ordinary Shares in Pearl
For each Insider Warrant 0.181818 new Class B Shares in Pearl
The expected settlement date for the Exchange Invitation is 5 January 2010. The Insider Warrant Exchange Invitation will expire at 10.00am (Central European Time) on 13 January 2010, unless extended, re-opened or terminated.
Overview of warrants and contingent rights over shares outstanding
The table below sets out a summary of the warrants and contingent rights over shares that will be outstanding following settlement of the Exchange Invitation to holders of the Public Warrants and prior to expiration and subsequent settlement of the Insider Warrant Exchange Invitation.
|
Type of instrument
|
Number
|
|
Ordinary Share Warrants
|
|
|
Public Warrants
|
8,169,868
|
|
Founders’ Warrants
|
7,468,200
|
|
Sponsors’ Warrants
|
4,000,000
|
|
|
19,638,068
|
|
Class B Share Warrants
|
|
|
Lenders
|
5,000,000
|
|
Royal London
|
12,360,000
|
|
|
17,360,000
|
|
Contingent rights over class B shares
|
|
|
Sun Capital/TDR Capital/Selling Shareholders (contingent rights)
|
26,500,000
|
|
Lenders (contingent rights)
|
8,500,000
|
|
Contingent Subscription Agreement (contingent rights)
|
1,000,000
|
|
Shares authorised for issue under employee incentive plans
|
3,000,000
|
|
|
39,000,000
|
|
Total warrants and contingent rights over shares outstanding
|
75,998,068
|
The ordinary shares of the Company are admitted to trading on the Regulated Market of the London Stock Exchange under the symbol "PRLG" and to trading on Euronext Amsterdam under the symbol "PEARL". The Public Warrants are admitted to trading on Euronext Amsterdam under the symbol "PEARW".
Enquiries:
Media:
Andrew Grant, James Bradley, Mal Patel
Tulchan Communications
+ 44 (0) 20 7353 4200
Daniel Godfrey
Director of Corporate Communications, Pearl Group
+ 44 (0) 20 7489 4517
+ 44 (0) 7894 937 890
Investors:
Fiona Clutterbuck, Pearl Group
+ 44 (0) 7768 104904
DISCLAIMER
No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement does not constitute an invitation to participate in the Exchange Invitation in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws and offers of Warrants for exchange pursuant to the Invitations will not be accepted from holders in any jurisdiction where such invitation or offer to exchange or tender is unlawful.
RESTRICTIONS
The distribution of this announcement may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Manager and the Exchange Agent to inform themselves about, and to observe, any such restrictions.
UNITED STATES
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act").
The New Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
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