TIDMPUB
RNS Number : 5007M
Patron Capital Advisers LLP
28 July 2017
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 THAT
JURISDICTION
FOR IMMEDIATE RELEASE
28 July 2017
RECOMMED CASH ACQUISITION (THE "ACQUISITION") OF PUNCH TAVERNS
PLC ("PUNCH") BY VINE ACQUISITIONS LIMITED ("BIDCO")
The board of Bidco announces that on 28 July 2017, Avenue-SLP
European Opportunities Fund, L.P., Avenue Europe Special Situations
Fund II (U.S.), L.P., Avenue Europe Special Situations Fund II
(Euro), L.P. and Avenue - COPPERS Opportunities Fund, L.P.
(together, the "Avenue Funds") transferred 16,000,000 of the
ordinary shares they hold in the capital of Punch to Sand Grove
Opportunities Master Fund Ltd and Sand Grove Tactical Fund LP (the
"Sand Grove Funds") (the "Shares").
The Sand Grove Funds have entered into an irrevocable
undertaking on substantially the same terms as the Avenue Funds
(the "Sand Grove Irrevocable Undertaking"). This has been made
available on Patron Capital's, Heineken's and Punch's websites,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at www.patroncapital.com/microsite,
www.heineken.co.uk/pressreleases and www.punchtavernsplc.com until
the end of the Acquisition.
The Sand Grove Irrevocable Undertaking has been entered into in
respect of the Shares and an additional 5,663,880 ordinary shares
held by the Sand Grove Funds in the capital of Punch.
The Sand Grove Irrevocable Undertaking will cease to be binding
if:
(i) the Scheme (as defined in the Sand Grove Irrevocable
Undertaking) is withdrawn or lapses in accordance with its terms
and Bidco publicly confirms that it does not intend to exercise its
right to implement the Offer (as defined in the Sand Grove
Irrevocable Undertaking) by way of takeover offer rather than the
Scheme;
(ii) the Scheme does not become effective; or
(iii) the Sand Grove Irrevocable Undertaking is required to be
withdrawn by any court of competent jurisdiction or by any
competent regulator.
The irrevocable undertaking to which the Avenue Funds are a
party is still applicable to the 15,604,842 ordinary shares held by
the Avenue Funds in the capital of Punch.
The content of any website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the scheme document
published by Punch on 17 January 2017 (the "Scheme Document").
Enquiries:
PATRON CAPITAL Tel: +44 20 7629 9417
Shane Law
Stephen Green
ROTHSCHILD (financial adviser to Patron Fund V and Bidco) Tel: +44 20 7280 5000
Avi Goldberg
Edward Duckett
HEINEKEN Tel: +31 20 5239 590
Sonya Ghobrial (for investor/analyst enquiries) Tel: +44 7785 531 756
Nigel Pollard (for press enquiries)
NOMURA INTERNATIONAL PLC (financial adviser to Heineken International) Tel: +44 20 7102 1000
Oliver Tucker
Harry Goss
Redleaf COMMUNICATIONS (PR adviser to Patron Capital and Bidco) Tel: +44 20 7382 4747
Emma Kane
Henry Columbine
TENEO BLUE RUBICON (PR adviser to Heineken) Tel: +44 20 7260 2700
Charles Armitstead
Ben Ullman
Further information
This announcement is not intended to, and does not, constitute
or form part of any offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any
securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise. The
Acquisition is being implemented by way of scheme of arrangement as
set out in the Scheme Document. Any decision in respect of, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Important notices relating to financial advisers
Rothschild, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Patron Fund V and Bidco and no one else in connection with the
Transaction and will not be responsible to anyone other than Patron
Fund V and Bidco for providing the protections afforded to clients
of Rothschild nor for giving advice in relation to the Transaction
or any matter or arrangement referred to in this announcement.
Nomura International plc, which is authorised by the Prudential
Regulation Authority and regulated by the Prudential Regulation
Authority and the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Heineken International and no
one else in connection with the Transaction and Nomura
International plc, its affiliates and its respective officers,
employees, agents, representatives and/or associates will not
regard any other person as their client, nor will they be
responsible to anyone other than Heineken International for
providing the protections afforded to clients of Nomura
International plc nor for giving advice in relation to the
Transaction or any matter or arrangement referred to in this
announcement.
Publication on websites
This announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Patron Capital's, Heineken's and Punch's
websites, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at
www.patroncapital.com/microsite, www.heineken.co.uk/pressreleases
and www.punchtavernsplc.com until the end of the Acquisition.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Transaction, and other information published by Bidco, Patron
Capital and (as relevant) Punch and Heineken, contain statements
which are, or may be deemed to be, "forward--looking statements".
All statements, other than statements of historical fact are, or
may be deemed to be, forward-looking statements. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Bidco and Patron Capital and (as
relevant) Punch and Heineken about future events, and are therefore
subject to risks and uncertainties which could cause actual
results, performance or events to differ materially from those
expressed or implied by the forward--looking statements. The
forward--looking statements contained in this announcement include
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plan", "expect", "budget", "target",
"aim", "scheduled", "estimate", "forecast", "intend", "anticipate",
"assume", "hope", "continue" or "believe", or variations of such
words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. None of Bidco, Patron Capital, Punch
or Heineken can give any assurance that expectations reflected in
the forward-looking statements will prove to be correct. By their
nature, forward--looking statements involve risks (known and
unknown) and uncertainties (and other factors that are in many
cases beyond the control of Bidco, Patron Capital and/or (as
relevant) Punch and Heineken because they relate to events and
depend on circumstances that may or may not occur in the
future.
Each forward-looking statement speaks only as of the date of
this announcement. None of Bidco, Patron Capital, Punch or Heineken
or any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Takeover Code)
the members of the Punch Group, the members of the Heineken Group
and the members of Patron Capital are under no obligation and
undertake no obligation, and expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
other jurisdictions should inform themselves of, and observe, any
applicable requirements. In particular, the ability of persons who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may
not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. However, if Bidco were to elect to
implement the Acquisition by means of a takeover offer, such
takeover offer will be made in compliance with all applicable laws
and regulations, including relevant US securities laws. In addition
to any such takeover offer, to the extent permitted by applicable
law (including relevant US securities laws), Bidco, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, Punch
Shares outside such takeover offer during the period in which such
takeover offer would remain open for acceptance. If such purchases
or arrangements to purchase were to be made they would be made
outside the United States and would comply with applicable law,
including the US Exchange Act.
The availability of the Acquisition to Punch Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdiction where to do so would violate the laws in that
jurisdiction.
The Acquisition shall be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange, the FCA
and the UK Listing Authority.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offer (being any offer other than an offer 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 offer 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 on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later
than 3:30 pm on the 10th business day following the announcement in
which any securities exchange offer is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offer prior to the deadline for making
an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offer 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(s), 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 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 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.
Request for hard copies
Punch Shareholders may request a hard copy of this announcement
by contacting the Company Secretary of Punch between 9.00 a.m. and
5.00 p.m. Monday to Friday (except UK public holidays) on 01283 501
600 from within the UK (or on +44 1283 501 600 if calling from
outside the UK) or by submitting a request in writing to the
Company Secretary of Punch at Jubilee House, Second Avenue,
Burton-upon-Trent, Staffordshire DE14 2WF. Punch Shareholders may
also request that all future documents, announcements and
information to be sent to them in relation to the Offer or the
Transaction should be in hard copy form. A hard copy of such
documents, announcements (including this announcement) and
information will not be sent unless so requested.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Punch Shareholders, persons with
information rights and other relevant persons for the recipient of
communication from Punch may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 of the Takeover
Code.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPKMGZNNRFGNZM
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