Return of £358m to Shareholders

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/.

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 and electronic registrations of proxy appointment	11 a.m. on 18 April 2024
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 the Existing Ordinary Shares subject to the Share Consolidation (Existing Ordinary Share register closed and Existing Ordinary Shares disabled in CREST)2	6.00 p.m. on 22 April 2024
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 Consolidation)	23 April 2024
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)	[phone]
Philip Noblet
Thomas Bective
Jordan Cameron
Berenberg (Joint Corporate Broker)	+ 44 (0) 20 3207 7800
Ben Wright
Headland Consultancy (PR & Communications)	[phone]
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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