REG - Pinewood Tech Gp PLC - Return of £358m to Shareholders

Pinewood TechnologiesAnnouncement

05/04/2024 07:00

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RNS Number : 4733J  Pinewood Technologies Group PLC  05 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, 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

 

5 April 2024

 

Pinewood Technologies Group PLC ("Pinewood" or the "Company")

 

Return of £358 million to Shareholders, Capital Reorganisation and
Publication of Circular and Notice of General Meeting

Further to the Company's announcement on 1 February 2024 regarding completion
of (amongst others) the disposal by the Company of its UK motor and leasing
business to Lithia, the Company is pleased to announce that today, a circular
incorporating a notice of General Meeting (the "Circular") setting out the
details of a proposal to return approximately £358 million in cash to
Shareholders by way of a special dividend of 24.5 pence per existing ordinary
share (the "Transaction Dividend") has been published and will be posted to
Shareholders. The Company is also proposing that the Transaction Dividend be
accompanied by a consolidation of Pinewood's ordinary share capital ("the
Capital Reorganisation"), details of which are also contained in the Circular.

Subject to the approval of the Resolutions by Shareholders at the General
Meeting, the Transaction Dividend is expected to be paid on 7 May 2024 to
those Shareholders on the register at 6.00 p.m. on 22 April 2024. Under the
Capital Reorganisation, it is proposed that 1 new Ordinary Share of 100 pence
each ("New Ordinary Shares") will be issued for every 20 existing Ordinary
Shares of 5 pence each ("Existing Ordinary Shares") (subject to fractional
entitlements). The Capital Reorganisation will reduce the number of Ordinary
Shares which Shareholders hold, but not (subject to fractional entitlements)
the proportion of the Company's issued share capital held. Although the New
Ordinary Shares will have a different nominal value to the Existing Ordinary
Shares, they will be traded on the London Stock Exchange in the same way as
the Existing Ordinary Shares and will carry the same rights under the Articles
of Association as the Existing Ordinary Shares.

General Meeting

As noted above, the Circular contains a notice convening a General Meeting of
Shareholders at which Shareholders will be asked to approve Resolutions in
relation to the Transaction Dividend, the Capital Reorganisation and certain
related matters. The General Meeting will be held at the offices of CMS
Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London
EC4N 6AF at 11:00 a.m. on 22 April 2024. Further information on the
arrangements for the General Meeting is set out in Part 6 of the Circular.

All references to times in this announcement are to London times. The Circular
will shortly be submitted to the FCA's National Storage Mechanism. The
Circular will also be available for viewing shortly on Pinewood's website at
https://investor.pinewoodtech.com/ (https://investor.pinewoodtech.com/) .

Capitalised terms used but not otherwise defined in this announcement have the
same meaning given to them in the Circular.

Key Dates

The expected timetable for the General Meeting, the Transaction Dividend and
the Capital Reorganisation is set out below. All references to times are
to UK time unless stated otherwise.

 Latest time and date for receipt of Forms of Proxy, CREST Proxy instructions   11 a.m. on 18 April 2024
 and electronic registrations of proxy appointment
 Record time and date for entitlement to vote at the General Meeting            6.00 p.m. on 18 April 2024
 General Meeting                                                                11:00 a.m. on 22 April 2024
 Latest time and date for dealings in Existing Ordinary Shares                  4.30 p.m. on 22 April 2024
 Record time and date for entitlement to the Special Dividend and to determine  6.00 p.m. on 22 April 2024
 the Existing Ordinary Shares subject to the Share Consolidation (Existing
 Ordinary Share register closed and Existing Ordinary Shares disabled in
 CREST)(2)
 Ordinary Shares marked ex-Special Dividend                                     8.00 a.m. on 23 April 2024
 Effective time and date for the Share Consolidation                            8.00 a.m. on 23 April 2024
 Admission of the New Ordinary Shares                                           8.00 a.m. on 23 April 2024
 Dealings in the New Ordinary Shares commence                                   8.00 a.m. on 23 April 2024
 CREST accounts credited with New Ordinary Shares (after the Share              23 April 2024
 Consolidation)
 Despatch of share certificates in respect of certificated New Ordinary Shares  1 May 2024
 Payment of Special Dividend to Shareholders (by CREST payment or by cheque)    7 May 2024

Notes:

1.     References to time in this document are to London time. All dates
are subject to change. If any of the above times or dates change, the revised
times and/or dates will be notified to Shareholders by an announcement on a
RIS.

2.     The record time for entitlement to the Special Dividend and to
determine the holdings of Existing Ordinary Shares subject to the Share
Consolidation may be such other time as the Directors determine.

 

Enquiries:

 

 Jefferies International Limited (Financial Adviser and Joint Corporate Broker)  +44 (0) 20 7029 8000
 Philip Noblet
 Thomas Bective
 Jordan Cameron

 Berenberg (Joint Corporate Broker)                                              + 44 (0) 20 3207 7800
 Ben Wright

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

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting solely for the Company, and for no-one else, as broker in connection
with the matters referred to 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 content
of this announcement or any other matters described in this announcement. To
the fullest extent permitted by law, neither Jefferies nor any of its
affiliates assumes any responsibility whatsoever for or makes any
representation or warranty express or implied, in relation to 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 and
nothing contained in this announcement is, or shall be, relied upon as a
promise or representation in this respect whether as to the past, present or
future, in connection with the Company, the Group, or the matters referred to
in this announcement. Jefferies and its affiliates accordingly disclaims to
the fullest extent permitted by law all and any duty, responsibility and
liability whether arising in tort, contract or otherwise which it might
otherwise be found to have in respect of this announcement or any such
statement or otherwise.

This announcement is not intended to, and does not constitute, or form part
of, any offer to sell or an invitation to purchase or subscribe for any
securities in any jurisdiction.

This announcement has been prepared for the purpose of complying with the
applicable law and regulation of the United Kingdom and information
disclosed may not be the same as that which would have been disclosed if this
announcement has been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom.

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