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 OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
10 February 2016
Pinewood Group plc ("Pinewood" or the "Company"): Trading Update, Strategic Review and Commencement of Offer Period
Since the publication of the Interim Results on 1 December 2015, film revenues have benefited from a robust growth in ancillary sales whilst also continuing to operate at high stage utilisation levels.
Television revenues have performed well in the second half of this financial year.
Media Hub revenues have also performed strongly as a result of high occupancy.
The Company has continued to develop its international revenues, with strong growth from its joint venture in Atlanta, Georgia.
Media Investment revenues, as anticipated, have grown in the second half of this financial year.
Accordingly, management's current expectations of performance for the financial year ending 31 March 2016 are now higher than at the time of the interim results last December.
Phase One of the Pinewood Studios Development Framework ("PSDF") expansion is on schedule for completion in June 2016 and within budget. Phase One will add five new large sound stages and additional facilities totalling 300,000 sq. ft.
Ivan Dunleavy, Chief Executive, said:
"As we come close to the end of the financial year, the benefits of our long term strategy for the business are again being realised. The Company continues to experience strong demand for its facilities and services as we look forward to the new financial year".
Strategic Review of capital base and structure
The Board believes that the Company, as the world leading studio and production services operator, has significant future growth potential.
The objectives of last year's share placing, which was successfully completed on 17 April 2015, were to raise proceeds of £30m to part fund Phase One of the PSDF development and also to create a more diversified shareholder base that would be able to support the Company through subsequent phases of growth and enable the Company to move up to a full listing on the main market.
The shareholder register, however, remains tightly held, which has continued to stifle liquidity in the shares and has prevented the Company from achieving its aim of obtaining a main market listing.
The Board has now determined that it is appropriate to evaluate alternative opportunities to maximise value for the Company's shareholders and to build on Pinewood's successes to date. We believe there is a requirement for a funding strategy to be in place to fully realise the Company's future potential (for instance to fund PSDF phases two and three). Accordingly, Rothschild has been appointed to assist with a strategic review of the overall capital base and structure, which could include a sale of the Company.
Accordingly, the UK Takeover Panel ("the Panel") has agreed that any discussions with third parties may be conducted within the framework set out in Note 2 on Rule 2.6 of the Takeover Code (the "Code"). The Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in discussions with Pinewood.
Commenting on the Strategic Review, Ivan Dunleavy, Chief Executive, said:
"We believe Pinewood has the potential to build on the strong performance of the last few years to grow further both in the UK and internationally. The Board is now looking to identify the best ways to create the appropriate capital structure to allow the Company to realise its goals in the best interests of shareholders."
Pinewood Group plc +44 (0)1753 656 732
Ivan Dunleavy (Chief Executive)
Andrew M. Smith (Corporate Affairs Director)
Rothschild +44 (0)20 7280 5000
(Financial adviser to Pinewood Group plc)
Peel Hunt LLP
(Nominated Adviser and broker to Pinewood Group plc) +44 (0)20 7418 8900
Montfort Communications +44 (0)20 3770 7909
About Pinewood Group plc
· Pinewood Group plc is Europe's largest provider of stage and studio space
· Pinewood Studios, Shepperton Studios and Pinewood Studio Wales together accommodate 37 stages and three dedicated digital television studios
· There are approximately 260 independent, media related companies based within the Pinewood, Shepperton and Wales Media Hubs
· The Pinewood Group's international network of studios includes Toronto, Canada; Iskandar, Malaysia; the Dominican Republic; Atlanta, Georgia, USA; and activities in China and Ireland
· The Group offers financing to UK film, television and video game production as part of its growing range of services
· Pinewood Studios is home to Europe's leading studio-based underwater filming stage, as well as one of the largest exterior water tanks in Europe
· Pinewood Studios and Shepperton Studios have been home to over 2,000 films in more than 80 years
· Pinewood Studios and Shepperton Studios have hosted over 800 TV shows
A copy of this announcement will be available at www.pinewoodgroup.com/investor-relations/regulatory-news
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Pinewood Group plc and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Pinewood Group plc for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Disclosure requirements of the Code
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 securities exchange 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 securities exchange 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 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 (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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror 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, 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 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 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. 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.