REG - Pinewood Tech Gp PLC - Publication of Prospectus

Pinewood TechnologiesAnnouncement

06/06/2025 15:45

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RNS Number : 8729L  Pinewood Technologies Group PLC  06 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

 

FOR IMMEDIATE RELEASE

 

6 June 2025

 

 

 

Pinewood Technologies Group plc

 

("Pinewood.AI" or the "Company")

 

Publication of Prospectus

 

Further to the announcement released earlier today in relation to the
agreement entered into between, amongst others, Pinewood.AI and Lithia UK
Holdings Limited (the "Seller"), a wholly-owned subsidiary of Lithia Motors,
Inc., for the acquisition of the Seller's 51 per cent. interest in Pinewood
North America LLC for a total consideration of $76.5 million, to be satisfied
by the issue of 14,560,691 new ordinary shares in the capital of Pinewood.AI
(the "Acquisition"), Pinewood.AI announces that the prospectus (the "
Prospectus") was approved by the Financial Conduct Authority earlier today.

 

The Prospectus will shortly be made available on the Company's website at
www.pinewood.ai/investors.

A copy of the Prospectus has also been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Capitalised terms used in this announcement have the meanings given to them in
the Prospectus.

 

Enquiries:

 Pinewood.AI                                                            InvestorRelations@Pinewood.AI

 Bill Berman (Chief Executive)

 Ollie Mann (Chief Financial Officer)

 Jefferies International Limited (Financial Adviser, Sponsor and Joint  +44 (0) 20 7029 8000
 Corporate Broker)

 Philip Noblet

 Thomas Bective

 Harry Spooner

 Eleanor McDonald

 Headland Consultancy (PR & Communications)                             +44 (0) 20 3805 4822
 Henry Wallers
 Jack Gault

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of the
Company. The information contained in this announcement is for background
purposes and does not purport to be full or complete.

No reliance may or should be placed by any person for any purpose whatsoever
on the information contained in this announcement or on its completeness,
accuracy or fairness. Recipients of this announcement should conduct their own
investigation, evaluation and analysis of the business, data and property
described in this announcement. This announcement does not constitute a
recommendation concerning any investor's decision or options with respect to
the Acquisition. The information in this announcement is subject to change.

This announcement is not intended to, and does not constitute or form part of,
any offer to sell or issue or any solicitation of an offer to purchase,
subscribe for, or otherwise acquire, any securities or a solicitation of any
vote or approval in any jurisdiction.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the FCA, is acting solely for the Company
as financial adviser and sponsor and for no-one else in connection with the
Acquisition and the matters set out in this announcement. Jefferies will not
regard any other person (whether or not a recipient of this announcement) as
its client in relation to the Acquisition and the matters set out in this
announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Acquisition, the content of this
announcement or any other transaction, arrangement or matter described in this
announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
by the Financial Services and Markets Act 2000, as amended, or the regulatory
regime established thereunder, neither Jefferies nor any of its affiliates,
directors, officers, employees or advisers accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, in respect of the contents of this announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, the Company, the Directors or
any other person in connection with the Company, the Transaction or any matter
described in this announcement and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether as to the
past or future. Each of Jefferies and its affiliates, directors, officers,
employees and advisers accordingly disclaims, to the fullest extent permitted
by law, all and any responsibility or liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such statement.

Neither the contents of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement.

This announcement may not be distributed, directly or indirectly, in or into
any jurisdiction where to do so might constitute a breach of applicable law.

This announcement is for information purposes only and does not constitute or
form part of any offer or invitation to buy, subscribe for, or sell Ordinary
Shares in the United States or any other jurisdiction in which such offer or
solicitation is unlawful. This announcement is intended only to comply with
the Company's obligations under applicable disclosure rules and is not
intended to constitute marketing or promotion of the Ordinary Shares in the
United States or to U.S. persons as such term is defined in Regulation S
promulgated under the United States Securities Act of 1933, as amended (the
"US Securities Act").

The Ordinary Shares have not been and will not be registered under the US
Securities Act or under the laws of any state or other jurisdiction of the
United States, and therefore may not be offered or sold, directly or
indirectly, in or into the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
US Securities Act. No public offering of securities is being made in the
United States.

This announcement is not a prospectus and it does not constitute or form part
of any offer or invitation to purchase, acquire, subscribe for, sell, dispose
of or issue, or any solicitation of any offer to sell, dispose of, purchase,
acquire or subscribe for, any security.

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