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Statement re Pinewood Shepperton plc

17th May 2011 14:25

RNS Number : 7627G
Mr Mohamed Al Fayed
17 May 2011
 



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 SUCH JURISDICTION

 

17 May 2011

 

For Immediate Release

 

Mr Mohamed Al Fayed

 

Statement regarding Pinewood Shepperton plc

 

Following the announcement on 21 April 2011 by Mr Mohamed Al Fayed of his possible interest in making an all cash offer for Pinewood Shepperton plc ("Pinewood"), Oak Bidco Limited ("Bidco"), a company of which Mohamed Al Fayed is Chairman, approached Peel Holdings Group Limited ("Peel") to discuss an offer for the entire issued and to be issued share capital of Pinewood by Bidco at a price of 250 pence per share. The launch of this offer was conditional upon Peel's support which was not forthcoming and as such, for the purposes of Rule 2.8 of the City Code on Takeovers and Mergers (the "Code"), each of Mohamed Al Fayed and Bidco confirm that they have no current intention to make an offer for Pinewood.

 

For the purposes of Rule 2.8 and other relevant provisions of the Code, Bidco reserves the right to announce an offer or possible offer for Pinewood and/or to take any other action otherwise precluded under Rule 2.8 of the Code within the next six months in the event that there is a material change in circumstances or any of the following events occur:

 

a) the Court not sanctioning the proposed acquisition of Pinewood by Peel (the "Peel Scheme"), the Peel Scheme failing, being withdrawn or lapsing, and the independent directors of Pinewood agreeing to Bidco taking such action;

 

b) a third party (other than Peel) announces an offer or a possible offer for Pinewood; or

 

c) Pinewood or a third party announces a 'whitewash' proposal (as described in Note 1 of the Notes on Dispensation from Rule 9 of the Code) or a reverse takeover (as described in Note 2 to Rule 3.2 of the Code).

 

If any of the events listed above occur within the next six months, Bidco reserves the right to announce an offer or possible offer for Pinewood. In accordance with the rules of the Code, in the first three months from the date of this announcement, such an offer would be at a minimum price of 250 pence per share and would not be subject to a minimum price thereafter.

 

Enquiries:

 

Lazard

Melanie Gee

Nicholas Shott

 

020 7187 2000

Seymour Pierce

Jonathan Wright

 

 020 7107 8000

Maitland

Neil Bennett

Anthony Silverman

 

020 7379 5151

 

Dealing Disclosure Requirements

 

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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel' s Market Surveillance Unit on +44 (0)20 7638 0129.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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