TIDMPKW

RNS Number : 5769F

Parkwood Holdings PLC

28 April 2011

Embargoed for 7.05am on 28 April 2011

Parkwood Holdings plc

("The Company")

28 April 2011

Cancellation of admission of Ordinary Shares to the Official List of the UKLA Listing Authority and to trading on the London Stock Exchange's market for listed securities and Tender Offer to purchase Ordinary Shares

The Company has today sent a circular to shareholders seeking shareholders' approval of resolutions to (i) approve the cancellation of the admission of its ordinary shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities, (ii) authorise the purchase of up to 2.1 million Ordinary Shares by the Company pursuant to a Tender Offer at a tender price of 70p per Share and (iii) the adoption of new articles of association with effect from completion of the proposed De-listing.

The following are direct extracts from the Circular:

"1. Introduction

Earlier today, the Company announced its proposals to:

a) Cancel admission of the Ordinary Shares to the Official List and to trading on the Main Market (referred to herein as "De-listing"); and

b) purchase up to 2,100,000 Ordinary Shares by way of a Tender Offer.

The purpose of this letter is to set out the background to and reasons for the Proposals and why your Board believes them to be in the best interests of Shareholders as a whole. This letter also includes a recommendation from the Board.

Resolution 1, which seeks Shareholder approval for the De-listing, is being proposed as a special resolution and must be passed on a show of hands by at least 75 per cent. of those Shareholders present in person or by proxy or (being a corporation) present by a duly authorised representative and voting or, on a poll, by at least 75 per cent. of those Shareholders present in person or by proxy or (being a corporation) present by a duly authorised representative and voting, at the General Meeting.

Resolution 2, which is being proposed as a special resolution, seeks authority for the Company to make market purchases of its Ordinary Shares in relation to the Tender Offer (in substitution for all existing authorities to make market purchases).

Resolution 3, which is being proposed as a special resolution, adopts the New Articles. This resolution is conditional upon the De-listing becoming effective.

As a substantial shareholder in the Company, Mr Tony Hewitt, your Chairman, is considered to be a related party under Chapter 11 of the Listing Rules. As the Tender Offer could result in his interest in the Company's share capital increasing from around 61 per cent to a maximum of 68 per cent. the Tender Offer is deemed therefore to constitute a related party transaction in accordance with Chapter 11 of the Listing Rules.

Accordingly, Mr Tony Hewitt has undertaken not to vote on Resolution 2 at the General Meeting and has undertaken to take all reasonable steps to ensure that any persons associated with him who hold Ordinary Shares will abstain from voting on that Resolution.

As a related party under the Listing Rules, Mr Tony Hewitt has not taken part in the Board's consideration of the terms of the Tender Offer - i.e. the amounts set aside for use in the Tender Offer and the Tender Offer Price. The terms of the Tender Offer have been determined solely by the Independent Directors.

A General Meeting is being convened at 12.00 p.m. on 16 May 2011 for the purpose of seeking Shareholder approval for the Resolutions.

2. Rationale for De-listing

The Directors have for some time been deliberating the merits of the Company's Ordinary Shares being admitted to the Official List and to trading on the Main Market. For the reasons set out below, the Directors have now concluded that the costs of retaining the Company's listing outweigh the benefits and can no longer be justified as being in the best interests of Shareholders.

The share price performance of the Company has been disappointing for some time and the Directors believe that the strengths of the business and its future potential are not, and will continue not to be, reflected in the Company's share price. The Directors believe that the principal reasons for this under-valuation include a lack of liquidity impacted by the structure of the Company's share register, the Company's lack of size relative to other listed companies and also, historically, an apparent complexity of, and variable performance within a number of, the Group's businesses.

The Board has also concluded that the costs and regulatory requirements associated with maintaining the Listing are a drain on the Company's financial and management resources and outweigh its benefits. Such quantifiable cash costs include fees paid to the Company's financial advisers, lawyers, accountants and registrars, annual fees paid to the London Stock Exchange and costs relating to the release of regulatory announcements. In addition there is a cost of management time which is used in meeting the ongoing obligations of being a listed company. A particularly pertinent example of this was the disposal of certain special purpose company interests by the Company in 2009 which constituted a Class One transaction under the Listing Rules and which proved to be costly in terms both of advisory costs and Board level and senior management involvement.

Your Board believes that these costs can no longer be justified and that these resources would be better employed in developing the business and, where appropriate, funding share buy-backs.

The Company has majority Shareholders in our Chairman, Mr Tony Hewitt, together with his wife, Mrs Patricia Hewitt, both personally and in their capacities as the Hewitt Trustees. The Company has no institutional Shareholders on its share register and the register of Shareholders is tightly held. As a consequence the Company's free float is relatively small which has resulted in consistently low trading volumes and a general lack of liquidity in the Company's Ordinary Shares. The Company has actively bought back over 300,000 Ordinary Shares under its Shareholder approved buy-back authority at prices ranging from 36.75p to 55.75p per share since June 2010. Without the Company buying in the market, the Board believes it is unlikely that there would have been a material level of liquidity in the shares and Shareholders generally have a limited ability to trade any meaningful volume of shares. The Directors also believe that the Company's share buy-back program has supported the share price whilst in operation.

In the Board's opinion, given the Company's ongoing profitability and cash generation, it is unlikely that the Company will need to raise money through a new share issue and therefore, the lack of shares in free float and the Company's small market capitalisation is likely to continue.

Additionally, given the low value placed on the shares, issuing equity - for example to fund an acquisition - would in all probability prove expensive. Further to this, should the Company choose to undertake certain transactions in the future, Shareholder consent may be required (under the Listing Rules) which could result in significant legal and other advisory costs being incurred.

The Board has therefore concluded that it would be in the best interests of the Company and Shareholders as a whole if the Company's admissions to the Official List and to trading on the Main Market were cancelled.

Under the UKLA's Listing Rules, a de-listing can be effected by a company after securing a special resolution (requiring at least 75% approval of those shareholders who vote) in general meeting and the expiration of a period of not less than 20 business days from the date of the shareholder approval. Under the London Stock Exchange's Admission and Disclosure Standards, the Company must advise the London Stock Exchange of the De-listing from the Main Market not less than 20 business days before the date it intends trading in the Ordinary Shares to be discontinued.

The Company will therefore submit a notice to cancel its admission to the Official List and to trading on the Main Market shortly after the General Meeting (assuming that Resolution 1 is passed).

Resolution 1 set out in the Notice of General Meeting seeks Shareholder approval for the De-listing. The Company has received irrevocable undertakings from the Board and connected parties in respect of 11,165,593 Ordinary Shares, representing approximately 61.02 per cent. of the issued share capital of the Company, either to vote in favour of or procure that votes are cast in favour of the De-listing. These irrevocable undertakings include 1,500,000 shares owned by Mrs Patricia Hewitt and 1,725,000 shares owned by the Hewitt Trustees.

Assuming that Shareholders approve Resolution 1, the Company will apply for the De-listing and it is proposed that the De-listing would take place on 15 June 2011.

If the De-listing is approved by Shareholders, the Board intends to operate the Company's business in the same manner, and with the same objectives, as at present. The Board has no plans to alter the existing employment rights, terms and conditions of the employees of the Company nor to change the location of its business premises or redeploy any of its fixed assets following conclusion of the Proposals. However, Shareholders should note that following the De-listing:

-- the Company will remain subject to the provisions of the Takeover Code so long as it remains a public limited company and, in any event, for a period of 10 years after it has ceased to be admitted to the Official List. However, the regulatory regime which applies solely to companies with shares admitted to the Official List and to trading on the Main Market will no longer apply;

-- the Company would not be bound to announce material events, administrative changes or material transactions nor to announce interim or final results;

-- the Company would no longer be required to comply with any of the additional corporate governance or regulatory requirements applicable to companies admitted to the Official List and to trading on the Main Market. These include, inter alia, that under the Listing Rules transactions out of the ordinary course of business or with related parties, which are of a certain size, would no longer require prior Shareholder approval;

-- the Company would no longer be subject to the Disclosure and Transparency Rules of the UK Financial Services Authority and Shareholders would therefore no longer be required to disclose major shareholdings in the Company and the announcement by the Company of those disclosures would no longer be required;

-- the De-listing might have either positive or negative taxation consequences for Shareholders; for example, once the De-listing has become effective, the Ordinary Shares would no longer be a qualifying investment for an ISA. If Shareholders are however in any doubt about their own tax position, they should consult a professional adviser immediately; and

-- Cancellation may have implications for Shareholders holding shares in a Self-Invested Personal Pension (SIPP). For example shares in unlisted companies may not qualify for certain SIPPs and if in any doubt Shareholders should consult with their SIPP provider immediately.

Following the De-listing it is likely that there will only be limited opportunities for Shareholders to realise their investment and whilst the Company intends to put in place a buy-back program, this cannot be guaranteed as it would be dependent upon the circumstances at the time.

3. Current Trading and Prospects

Parkwood issued an Interim Management Statement on 28 April 2011 in which the following statements were made:

"The trading performance of the Group's principal divisions, Parkwood Leisure and Glendale, was consistent with both prior year performance and the current year budget. No significant new contracts have been won or lost in the period but the Group continues to actively work on several tender opportunities.

The much smaller divisions of Healthcare and Parkwood Consultancy Services have had a slow start to the year and both businesses are seeking opportunities to improve their profitability in the face of mixed trading conditions.

The Group's current order book is GBP528 million (31 December 2010: GBP535 million). Cash flow remains strong and the Group continues to utilise its overdraft facility for short periods. The Group has no term loans.

The expected sale of the Recycling business is proceeding in line with expectations and is still expected to complete in the first half of the current year. No significant profit or loss on sale is anticipated."

4. Tender Offer

The Board recognises that not all Shareholders will be able or willing to continue to own shares in the Company following the De-listing. The Board is keen to ensure that any Shareholders who wish to realise their holding are able to do so to some degree at this juncture and also, if possible, following the De-listing (see paragraph 6 : "Future Buy-backs of Ordinary Shares" below). The Board has therefore resolved to make the Tender Offer to provide Qualifying Shareholders with the opportunity to sell a proportion and possibly all (dependent upon the overall take up in the Tender Offer) of their Ordinary Shares held at 8.00 a.m. on the Tender Offer Record Date.

The terms of the Tender Offer have been considered by the Independent Directors only.

The maximum aggregate number of Ordinary Shares which may be purchased in the Tender Offer is 2,100,000, representing 11.48 per cent. of the issued share capital of the Company. The price to be paid for each Ordinary Share subject to the Tender Offer is 70 pence.

A Qualifying Shareholder may tender some, all, or none of their holding(s). The Tender Offer will enable equally all Qualifying Shareholders (excluding those having irrevocably committed not to accept or procure acceptance of the Tender Offer), to sell a certain minimum percentage of their holding of Tender Offer Shares (the "Basic Entitlement").

Although it is not possible to know the future behaviour of Shareholders able to participate in the Tender Offer, it is possible, given the irrevocable commitments signed by Tony Hewitt, Mrs Patricia Hewitt and the Hewitt Trustees, to estimate the Basic Entitlement if certain other assumptions are made. Assuming no changes to the register from that at 27 April 2011 and that all Qualifying Shareholders (other than those having given irrevocable commitments in connection with the Tender Offer) tender their entire holdings, then the Basic Entitlement would be approximately 29.15 per cent. of their individual shareholdings.

In addition, Tender Offer Shareholders with valid individual tenders greater than the Basic Entitlement amount may be satisfied to the extent that other eligible Shareholders tender less than their Basic Entitlement amount or do not tender any Ordinary Shares. The Company shall retain the absolute right to determine any such additional entitlements, with the Board's intention being to give preference to smaller shareholders, on the basis that the removal of any shareholders in full from the register is likely to bring administrative cost savings to the Company and the Company recognise that Shareholders may not wish to hold uneconomic small numbers of shares.

Note to holders of Shares held in Nominee accounts

It is common for shares held in nominee accounts to be aggregated by the nominee service provider and in many cases therefore the number of shares shown on the register for a nominee company may represent underlying beneficial interests of a large number of holders. In order to recognise this, the Company requests that where nominee service providers are making applications for multiple Shareholders held within a nominee account, they submit their requests by both:

1 CREST TTE (in the case of Shares held in CREST); and

2 Either a letter to Share Registrars, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL or by email to enquiries@shareregistrars.uk.com giving details of the underlying holdings for which Shares are being tendered including for each relevant sub-holding: a) the name of the underlying Shareholder b) the number of Shares held by that Shareholder which is shown within the Nominee account total and c) for each of those parties, the number of Shares tendered in the Tender Offer.

Failure to do so by the nominee service provider may adversely affect their allocation in the Tender Offer in the event that the Company is able to satisfy applications in excess of individual holders' Basic Entitlements.

The Tender Offer is only available to Qualifying Shareholders on the Register at 8.00 a.m. on the Tender Offer Record Date and in respect of the Parkwood Shares registered in their names at that time. Parkwood Shares in CREST which are not tendered pursuant to the Tender Offer will be taken out of CREST on the De-listing and relevant Shareholders will be issued with share certificates in respect of their Ordinary Shares held in CREST.

Mr Tony Hewitt, Mrs Patricia Hewitt and the Hewitt Trustees have undertaken irrevocably to the Company that they will either not accept the Tender Offer or procure that the Tender Offer is not accepted in respect of their entire beneficial and non-beneficial interests in 11,095,000 Ordinary Shares, representing approximately 60.63 per cent. of the issued share capital of the Company.

Assuming that the Tender Offer is fully subscribed, Tony Hewitt and his family interests will be interested in the following:-

 
                                             Percentage of       Percentage of 
                                              issued share        issued share 
                                            capital at the          capital on 
                      Number of Parkwood      date of this   completion of the 
 Shareholder                      Shares          document          De-listing 
 Mr A W Hewitt                 7,870,000             43.01               48.59 
 Mrs Patricia 
  Hewitt                       1,500,000              8.20                9.26 
 Trustees of 
  the A W Hewitt 
  Family Settlement              725,000              3.96                4.48 
 Trustees of 
  the 2009 A W 
  Hewitt Family 
  Settlement                   1,000,000              5.47                6.17 
                     -------------------  ----------------  ------------------ 
 Total                        11,095,000             60.63               68.50 
                     ===================  ================  ================== 
 

At the date of this document, Parkwood's issued share capital (and Total Voting Rights) consists of 18,298,120 Ordinary Shares.

Mr Tony Hewitt, his wife, Mrs Patricia Hewitt and the Hewitt Trustees are deemed to be acting in concert for the purposes of the Takeover Code. As the Concert Party holds more than 50 per cent. of the Company's issued share capital, it may increase its aggregate interests in Ordinary Shares without incurring any obligation under Rule 9 of the Takeover Code to make a general offer.

If the Tender Offer is fully taken up, the distributable reserves of the Company would be reduced by approximately GBP1.6 million. The Board intends to cancel the Parkwood Shares purchased pursuant to the Tender Offer.

Terms of the Tender Offer:

Brewin Dolphin, acting as agent for the Company, will purchase validly tendered Ordinary Shares.

The price to be paid for each Ordinary Share subject to the Tender Offer shall be 70 pence:

- representing a premium of 41.4 per cent. over the closing mid-market price of 49.5p as derived from the Daily Official List of the London Stock Exchange of an Ordinary Share on 27 April 2011, the day prior to the announcement of the Proposals;

- representing a premium of 41.5 per cent. to the average closing mid-market price as derived from the Daily Official List of the London Stock Exchange of an Ordinary Share for the one month prior to the announcement of the Proposals; and

- representing a premium of 32.2 per cent. to the average closing mid-market price as derived from the Daily Official List of the London Stock Exchange of an Ordinary Share for the three months prior to the announcement of the Proposals;

Parkwood Shares will be purchased free of commission and dealing charges.

Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part 3 of this document, and for Shareholders who hold their Parkwood Shares in certificated form, in the Shareholder Tender Form.

Resolution 2 set out in the Notice of General Meeting contains the proposed authority to effect the Tender Offer. The Company has received irrevocable undertakings from members of the Board (excluding Tony Hewitt and his family interests) in respect of 70,593 Ordinary Shares, representing approximately 0.98 per cent. of the Shares entitled to vote on this Resolution to either vote in favour of or procure that votes be cast in favour of Resolution 2.

Indicative Calculation of Basic Entitlement

Although it is not possible to know the future behaviour of Shareholders able to participate in the Tender Offer, it is possible, given the irrevocable commitments signed by Tony Hewitt, Mrs Patricia Hewitt and the Hewitt Trustees, to estimate the Basic Entitlement if certain other assumptions are made. Assuming no changes to the Register from that at 27 April 2011 and that all Qualifying Shareholders (other than those having given irrevocable commitments in connection with the Tender Offer) tender their entire holdings, then the Basic Entitlement would be approximately 29.15 per cent. of their individual shareholdings.

For the avoidance of doubt, the approximate Basic Entitlement is offered only as a guide and on the basis of the assumptions set out above; in practice the Basic Entitlement is likely to differ as the factors covered by the assumptions will vary, particularly with regard to the future actions of Qualifying Shareholders. The above estimate should therefore not be relied upon by a Qualifying Shareholder in deciding the number of Tender Offer Shares to tender.

Cash Set Aside for Tender Offer

As Tony Hewitt is deemed to be a related party for the purposes of the Tender Offer, the Independent Directors have determined the amount of cash to be set aside for use in the Tender Offer as well as the terms and conditions of the Tender Offer.

In determining the quantum of the cash available for the Tender Offer, the Independent Directors have reviewed the Company's working capital requirements for 2011 and 2012. They have also taken account of the Company's banking facilities, its known capital expenditure and budgeted expectations of financial performance. The Independent Directors have sought to ensure a balance between setting aside as large a sum as practicable to allow for the purchase in the Tender Offer of Shareholders' holdings (for those holders who do not wish to remain as Shareholders) whilst ensuring that the Company has sufficient flexibility within its cash projections to operate the business. Having reviewed this, the Independent Directors determined that an amount of GBP1.47 million (excluding the expected costs of the De-listing and Tender Offer) was the appropriate sum for this purpose.

Tender Offer Price

In setting the Tender Offer Price, the Independent Directors have taken account of a number of factors. These have included:

- the values placed upon businesses in the sectors in which Parkwood operates as a result of recent corporate activity;

- the valuations placed by UK stock markets upon companies classified in the sectors in which Parkwood operates

- their expectations of the Company's financial performance over the short/medium term and the potential risks against achieving that performance;

- the Company's historical record of meeting its budgeted and forecast financial expectations;

- their view as to the likelihood of the share price re-rating were the Company to remain on the market;

- the lack of liquidity in the Company's shares;

- recent levels of "bid premia" in de-listings and takeover offers for companies traded on UK stock markets; and

- the fact that the Company is effectively under the control of a majority shareholder and that no "control premium" is appropriate.

After weighing up all these factors and having consulted with Brewin Dolphin, the Independent Directors have concluded that a fair and reasonable price for the Tender Offer is 70p per Share.

5. Dividend Policy

The Board continues to believe that dividends should be distributed to Shareholders from the Company's reserves whilst maintaining an appropriate level of dividend cover and sufficient cash reserves for future investment opportunities. Historically the Board has targeted a dividend policy whereby the dividend is covered 2.5 times by normalised earnings, albeit this has only been achieved twice in the last three years. The Company will aim, under normal conditions, to pay a total dividend for each financial year that meets this objective.

It must be noted however that the ability of the Company to pay dividends is a function of the Company's profitability and the extent to which, as a matter of law, the Company is able to pass a statutory solvency test at the time the dividend is to be paid. This test requires the Directors to be able to be satisfied, on reasonable grounds, that immediately after the payment of the dividend, the Company will be able to satisfy its liabilities as they become due in the ordinary course of its business and the realisable value of the assets of the Company will not be less than the sum of its liabilities, other than deferred taxes, as shown in the books of account, and its capital.

If the Tender Offer is fully taken up, the distributable reserves of the Company would be reduced by approximately GBP1.6 million and the Company can give no assurance that it will be able to pay a dividend in the future.

6. Future Buy-backs of Ordinary Shares

The principal effect of the De-listing is that Shareholders will no longer be able to buy and sell shares in the Company through a public stock market; accordingly there will be limited liquidity in the Company's shares.

Given that the Tender Offer will, as a maximum, only allow Qualifying Shareholders (in aggregate) to sell around 29.15 per cent of the Shares in issue (other than those held by Tony Hewitt and his family interests), assuming that all such Shareholders tender Shares at least equal to their Basic Entitlement under the Proposals, the Independent Directors have been mindful of availing Shareholders of the opportunity to exit their remaining shareholdings in the future.

The Company intends, therefore, in normal circumstances, to set aside a sum of at least GBP200,000 per annum out of which it is able to fund share buy-backs for Shareholders wishing to sell Shares. Whilst it is the Company's intention in the future to provide Shareholders with this opportunity to realise their investments through further buy-backs of Shares, this cannot be guaranteed as it will be dependent upon the circumstances at the time, including, inter alia, the level of the Company's distributable reserves and available bank facilities, having regard to the Company's other commitments at the relevant time and the obtaining of relevant Shareholder authorities.

The Board intends to set up a Share Valuation Committee comprising the Independent Directors to determine the terms (including the price) of any future buy-backs. It is intended that the Share Valuation Committee will determine an annual price at which any buy-backs for the following period may be conducted.

7. Corporate Governance

Following the De-listing, the Directors wish to maintain the Company's existing standards of corporate governance. Whilst it will not be obliged to adhere to the UK Corporate Governance Code, the Company intends to continue to follow best practice in this regard as far as is practicable. Additionally, the Board will continue to maintain Audit, Remuneration and Nomination Committees (each chaired by an Independent Director) post De-listing.

Sarah Kling was due to step down from the Board at the Annual General Meeting after serving as a director for eight years. She has agreed to remain on the Board until 16 May 2011, to allow her to participate in the Directors' consideration of the Proposals.

8. Board Structure

The Company intends to maintain an appropriate board structure post De-listing including independent non-executive directors. As detailed in section 7 above, Sarah Kling has agreed to resign from the Board following the General Meeting on 16 May 2011, at which point the Company will have 3 executive and 3 non-executive directors. Whilst it is not possible to determine the requirements of the Company in the future, the Board anticipates that the Company will have at least 2 independent non-executive directors at all times.

Additionally the Company announced in the preliminary results that the roles of Chairman and Chief Executive will be separated with effect from 1 January 2012. At this point Andrew Holt will become Chief Executive of the Company and Tony Hewitt will remain as Chairman.

9. Strategy for the Future

Following the De-listing, the Board intends to continue the Company's existing strategy. The Board has no plans to alter the existing employment rights, terms and conditions of the employees of Parkwood nor to change the location of Parkwood's business premises or redeploy any of Parkwood's fixed assets following conclusion of the Proposals.

10. Provision of Information to Shareholders

The Company will continue to maintain an "Investors" section on its website at www.parkwood-holdings.co.uk. In addition to sending to Shareholders the Annual Report and convening Annual General Meetings (as required by the Companies Act), the Company intends to post on its website details of its half year financial performance and details of any significant events of developments in which Shareholders may be interested.

11. General Meeting

A General Meeting is being convened at 12.00 p.m. on 16 May 2011 for the purpose of seeking Shareholder approval for the Resolutions.

Resolution 1, which seeks Shareholder approval for the De-listing, is being proposed as a special resolution and must be passed on a show of hands by at least 75 per cent. of those Shareholders present in person or by proxy or (being a corporation) present by a duly authorised representative and voting or, on a poll, by at least 75 per cent. of those Shareholders present in person or by proxy or (being a corporation) present by a duly authorised representative and voting, at the General Meeting.

Resolution 2, which is being proposed as a special resolution, seeks authority for the Company to make market purchases of its Ordinary Shares pursuant tothe Tender Offer (in substitution for the existing authorities to make market purchases).

Resolution 3, which is being proposed as a special resolution, adopts the New Articles. These amend the Existing Articles by deleting certain provisions which will no longer be relevant to the Company following the De-listing. In particular, the following provisions are proposed to be removed:

-- provisions relating to uncertificated securities;

-- provisions relating to treasury shares; and

-- the requirement for the Directors to retire by rotation at the annual general meeting.

The New Articles will be available for inspection during normal business hours at the registered office of the Company from the date of this document until the time of the General Meeting and at the place of the General Meeting from at least 15 minutes before the General Meeting until it ends. Resolution 3 will be conditional upon completion of the De-listing.

12. Taxation

A summary of the UK tax consequences of the Tender Offer for Shareholders resident in the UK is set out in Part 4 of this document.

If you are in any doubt about your tax position and/or are subject to tax in a jurisdiction other than the UK, you should consult an appropriate independent professional adviser.

13. Overseas Shareholders

The Tender Offer is not available to Shareholders with a registered address in a Restricted Jurisdiction. Overseas Shareholders should note that they should satisfy themselves that they have fully observed any applicable legal requirements under the laws of the relevant jurisdictions before they tender Parkwood Shares in the Tender Offer. The attention of Shareholders with registered addresses outside the UK is drawn to paragraph 3 of Part 3 of this document.

14. Action to be taken

14.1 In relation to the Tender Offer

The procedure for tendering some or all of your Parkwood Shares on the Register at 8.00 a.m on the Tender Offer Date, depends on whether your Parkwood Shares are held in certificated or uncertificated form.

(i) Parkwood Shares held in certificated form

Qualifying Shareholders who hold Parkwood Shares in certificated form and who wish to tender some or all of their Parkwood Shares held at 8.00 a.m. on the Tender Offer Record Date, should complete a Shareholder Tender Form in accordance with the instructions printed thereon (including a witnessed signature) and set out in Part 3 of this document, and return it, together with their share certificate(s) by post or (during normal business hours only) by hand to Share Registrars, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL as soon as possible and in any event so as to arrive by no later than 1.00 p.m. on 23 May 2011.

(ii) Parkwood Shares held in uncertificated form

Qualifying Shareholders who hold their Parkwood Shares in uncertificated form and who wish to tender some or all of their Parkwood Shares held at 8.00 a.m. on the Tender Offer Record Date, should tender electronically through CREST so that the relevant TTE Instruction settles by no later than 1.00 p.m. on 23 May 2011.

Further details of the procedures for tendering are set out in Part 3 of this document.

Qualifying Shareholders who do not wish to sell their Parkwood Shares under the Tender Offer should not take any action in relation to the Shareholder Tender Form and should not submit a TTE Instruction.

14.2 In relation to the General Meeting

A Form of Proxy to be used in connection with the General Meeting accompanies this document. Whether or not you intend to attend the General Meeting in person, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible by post or (during normal business hours only) by hand but, in any event, so as to be received by Share Registrars, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as soon as possible and in any event so as to arrive by no later than 12.00 p.m. on 14 May 2011. Completion of a Form of Proxy does not prevent you from attending the General Meeting and voting in person.

15. Related Party Circular

The Board intends to operate the Company's business in the same manner, and with the same objectives, as at presentunder the Listing Rules; however, the Tender Offer is deemed to be classified as a related party transaction under the Listing Rules.

As the Tender Offer is classified as a related party transaction under the Listing Rules, Mr Tony Hewitt will abstain, and has taken all reasonable steps to ensure that any persons associated with him who hold Ordinary Shares will abstain, from voting at the General Meeting in respect of Resolution 2.

16. Further information

The expected timetable of principal events for the Proposals is set out on page 2 of this document.

Shareholders are advised to read the whole of this document and not merely rely on the summary information set out in this letter. In particular, Shareholders should consider carefully the risk factors set out in Part 2 of this document associated with voting in favour of the Resolutions and/or tendering their Parkwood Shares pursuant to the Tender Offer.

If you require assistance in completing the Shareholder Tender Form or the Form of Proxy, please call Share Registrars on 01252 821390 or, if telephoning from outside the UK, on +44 1252 821390. Calls to the Share Registrars' 01252 821390 number are charged at your service provider's standard network rates. Calls to the Share Registrars' +44 1252 821390 number from outside the UK are charged at applicable international rates. Calls may be recorded and monitored randomly for security and training purposes. Share Registrars cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

17. Recommendation to Shareholders

De-listing Resolution (numbered 1)

The Board considers the De-listing to be in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of Resolution 1 relating to the De-listing as they intend either to do so or procure that votes are cast in favour in relation to 11,165,593 Ordinary Shares, representing approximately 61.02 per cent. of the issued share capital of the Company. These figures include 1,500,000 Shares owned by Mrs Patricia Hewitt and 1,725,000 Shares owned by the Hewitt Trustees.

Tender Offer Resolution (numbered 2)

The Board, which has been so advised by Brewin Dolphin, consider the terms of the Tender Offer to be fair and reasonable and in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommend you to vote in favour of Resolution 2 relating to the Tender Offer. In providing its advice to the Board, Brewin Dolphin has taken into account the commercial assessments of the Board.

As a substantial shareholder in the Company, Mr Tony Hewitt, your Chairman, is considered to be a related party under Chapter 11 of the Listing Rules. The Tender Offer constitutes a related party transaction in accordance with Chapter 11 of the Listing Rules.

Accordingly, Mr Tony Hewitt has undertaken not to vote on Resolution 2 at the General Meeting and has undertaken to take all reasonable steps to ensure that any persons associated with him who hold Ordinary Shares will abstain from voting on Resolution 2 at the General Meeting. Mr Tony Hewitt has not taken part in the Board's consideration of the terms of the Tender Offer.

The Independent Directors have undertaken to either vote in favour of or procure that votes be cast in favour of Resolution 2 in respect of Parkwood Shares amounting, in aggregate, to 70,593 Ordinary Shares, representing approximately 0.98 per cent. of the Shares able to vote on this Resolution.

Resolution to adopt the New Articles (numbered 3)

The Board unanimously recommends that Shareholders vote in favour of Resolution 3 relating to the adoption of the New Articles as they intend either to do so or procure that votes are cast in favour in relation to 11,165,593 Ordinary Shares, representing approximately 61.02 per cent. of the issued share capital of the Company. These figures include 1,500,000 Shares owned by Mrs Patricia Hewitt and 1,725,000 Shares owned by the Hewitt Trustees.

Yours faithfully

The Board

DEFINITIONS

 
 "account ID"                                                      the identifications code or 
                                                                    number attached to any member 
                                                                    account in CREST 
 "Board" or "Directors"                                            the board of directors of Parkwood 
 "Business Day"                                                    a day other than a Saturday, 
                                                                    Sunday or public holiday in 
                                                                    England and Wales on which 
                                                                    banks are open in London for 
                                                                    general commercial business 
 "Basic Entitlement"                                               the minimum percentage of a 
                                                                    Qualifying Shareholder's holding 
                                                                    at the Tender Offer Record 
                                                                    Date that the Qualifying Shareholder 
                                                                    may expect to be able to sell 
                                                                    via the Tender Offer 
 "Brewin Dolphin"                                                  Brewin Dolphin Limited, a trading 
                                                                    division of Brewin Dolphin 
                                                                    Holdings plc 
 "Concert Party"                                                   Mr A W Hewitt, Mrs Patricia 
                                                                    Hewitt and the Hewitt Trustees, 
                                                                    who are deemed to be a concert 
                                                                    party for the purposes of the 
                                                                    Takeover Code 
 "CREST"                                                           the relevant system (as defined 
                                                                    in the CREST Regulations) in 
                                                                    respect of which Euroclear 
                                                                    is the Operator (as defined 
                                                                    in the CREST Regulations) 
 "CREST member"                                                                                                   a person who 
                                                                                                                  has been 
                                                                                                                  admitted by 
                                                                                                                  Euroclear as a 
                                                                                                                  system member 
                                                                                                                  (as defined in 
                                                                                                                  the CREST 
                                                                                                                  Regulations) 
 "CREST participant"                                               a person who is, in relation 
                                                                    to CREST, a system participant 
                                                                    (as defined in the CREST Regulations) 
 "CREST Regulations"                                               the Uncertificated Securities 
                                                                    Regulations 2001 (SI 2001/3755) 
 "CREST Sponsor"                                                   a CREST participant admitted 
                                                                    to CREST as a CREST sponsor 
                                                                    being a sponsoring system participant 
                                                                    (as defined in the CREST Regulations) 
 "CREST sponsored member"                                          a CREST member admitted to CREST as a sponsored member 
 
 "Combined Code"                                                   the combined code on corporate 
                                                                    governance issued by the Financial 
                                                                    Reporting Council 
 "Companies Act"                                                   Companies Act 2006 
 "De-listing"                                                      the cancellation of admission 
                                                                    of the Ordinary Shares to the 
                                                                    Official List and to trading 
                                                                    on the Main Market 
 "Escrow Agent"                                                    Share Registrars 
 "Euroclear"                                                       Euroclear UK and Ireland Limited 
 "Existing Articles"                                               the articles of association 
                                                                    of the Company in force as 
                                                                    at the date of this document 
 "Form of Proxy"                                                   the form of proxy accompanying 
                                                                    this document to be used in 
                                                                    connection with the General 
                                                                    Meeting, as referred to in 
                                                                    the letter from the Board in 
                                                                    Part 1 of this document 
 "General                                                          the general meeting of Parkwood 
  Meeting"                                                          to be held at 12.00 p.m. on 
                                                                    16 May 2011 at the offices 
                                                                    of DLA Piper UK LLP, 101 Barbirolli 
                                                                    Square, Manchester M2 3DL, 
                                                                    notice of which is set out 
                                                                    at the end of this document 
 "Hewitt Trustees"                                                 together the trustees of the 
                                                                    Hewitt Trusts 
 "Hewitt Trusts"                                                   together the A W Hewitt Family 
                                                                    Settlement, and the 2009 A 
                                                                    W Hewitt Family Settlement 
 "HMRC"                                                            H M Revenue & Customs 
 "Independent Directors"                                           members of the Board from time 
                                                                    to time, excluding Tony Hewitt 
 "Listing"                                                         admission of the Ordinary Shares 
                                                                    to the Official List 
 "Listing Rules"                                                   the rules and regulations made 
                                                                    by the UK Listing Authority 
                                                                    under Part VI of the Financial 
                                                                    Services and Markets Act 2000 
                                                                    as amended from time to time 
 "London Stock Exchange"                                           London Stock Exchange plc 
 "Main Market"                                                     the London Stock Exchange's 
                                                                    market for listed securities 
 "New Articles"                                                    the new articles of association 
                                                                    proposed to be adopted by the 
                                                                    Company pursuant to Resolution 
                                                                    3 set out in the Notice 
 "Notice"                                                          the notice of the General Meeting 
                                                                    which appears at the end of 
                                                                    this document 
 "Official List"                                                   the Official List of the UKLA 
 "Overseas Shareholder"                                            a Shareholder who is resident 
                                                                    in, or a citizen of, a jurisdiction 
                                                                    outside the United Kingdom 
 "Parkwood" or "the Company"                                       Parkwood Holdings plc, registered 
  or "the Group"                                                    in England and Wales with number 
                                                                    02733592 
 "Parkwood Shares", "Ordinary Shares" or "Shares"                  the ordinary shares of 1 pence 
                                                                    each in the capital of Parkwood 
 "participant ID"                                                  the identification code or 
                                                                    membership number used in CREST 
                                                                    to identify a particular CREST 
                                                                    member or other CREST participant 
 "Proposals"                                                       the De-listing and the Tender 
                                                                    Offer 
 "Qualifying Shareholders"                                         Parkwood Shareholders other 
                                                                    than those Shareholders with 
                                                                    registered addresses in a Restricted 
                                                                    Jurisdiction 
 "Register"                                                        the register of members of 
                                                                    Parkwood 
 "Registrar"                                                       Share Registrars Ltd, Suite 
                                                                    E, First Floor, 9 Lion and 
                                                                    Lamb Yard, Farnham,, Surrey, 
                                                                    GU9 7LL 
 "Resolutions"                                                     the resolutions to be proposed 
                                                                    at the General Meeting to obtain 
                                                                    approval of Shareholders for 
                                                                    the De-listing, to authorise 
                                                                    the Company to make market 
                                                                    purchases of its shares pursuant 
                                                                    to the Tender Offer and to 
                                                                    adopt the New Articles, all 
                                                                    as set out in the Notice 
 "Restricted Jurisdiction"                                         Australia, Canada, Japan, the 
                                                                    United States and any other 
                                                                    jurisdiction where participation 
                                                                    in the Tender Offer would constitute 
                                                                    a violation of the laws of 
                                                                    such jurisdiction 
 "Share Registrars"                                                a trading name of Share Registrars 
                                                                    Limited 
 "Shareholders"                                                    holders of Parkwood Shares 
                                                                    from time to time 
 "Shareholder Tender Form"                                         the tender form issued with 
                                                                    this document to Qualifying 
                                                                    Shareholders who hold their 
                                                                    Parkwood Shares in certificated 
                                                                    form 
 "Takeover Code"                                                   the City Code on Takeovers 
                                                                    and Mergers 
 "Tender Offer"                                                    the invitation by Parkwood 
                                                                    to Qualifying 
                                                                    Shareholders to tender Shares 
                                                                    on the terms and subject to 
                                                                    the conditions set out in this 
                                                                    document and also, in the case 
                                                                    of certificated Parkwood Shares 
                                                                    only, the Shareholder Tender 
                                                                    Form 
 "Tender Offer Closing Date"                                       23 May 2011 
 "Tender Offer Price"                                              70p per Ordinary Share 
 "Tender Offer Record Date"                                        8.00 a.m. on 23 May 2011 
 "TFE Instruction"                                                 a transfer from escrow instruction 
                                                                    (as defined by the CREST Manual 
                                                                    issued by Euroclear) 
 "Total Voting Rights"                                             has the same meaning as defined 
                                                                    by the Disclosure and Transparency 
                                                                    Rules, as published by the 
                                                                    Financial Services Authority 
 "TTE Instruction"                                                 a transfer to escrow instruction 
                                                                    (as defined by the CREST Manual 
                                                                    issued by Euroclear) 
 "UK or United Kingdom"                                            the United Kingdom of Great 
                                                                    Britain and Northern Ireland 
 "UK Listing Authority" or "UKLA"                                  the Financial Services Authority 
                                                                    in its capacity as competent 
                                                                    authority under the Financial 
                                                                    Services and Markets Act 2000 
 "uncertificated" or "uncertificated form"                         Parkwood Shares which are recorded 
                                                                    on the Register as being held 
                                                                    in uncertificated form in CREST 
                                                                    and title to which, by virtue 
                                                                    of the CREST Regulations, may 
                                                                    be transferred by means of 
                                                                    CREST 
 
 

Note - the Definitions above are extracted in their entirety from the Circular

 
 EXPECTED TIMETABLE OF PRINCIPAL EVENTS                              2011 
 Tender Offer opens                                    8.00 a.m. on 3 May 
 Latest time and date for receipt of Forms               12.00 p.m. on 14 
  of Proxy for the General Meeting                                    May 
 Date and time of General Meeting                        12.00 p.m. on 16 
                                                                      May 
 Tender Offer Record Date                                 8.00 a.m. on 23 
                                                                      May 
 Latest time and date for receipt of Shareholder          1.00 p.m. on 23 
  Tender Forms and TTE Instructions in relation                       May 
  to the Tender Offer 
 Announcement of the results of the Tender                         26 May 
  Offer 
 Cheques despatched in respect of Tender Offer            No later than 8 
  proceeds                                                           June 
 Cancellation of admission of Ordinary Shares                     15 June 
  to the Official List and to trading on the 
  Main Market 
 Despatch of share certificates in respect                        16 June 
  of any Ordinary Shares held in CREST not tendered 
  pursuant to the Tender Offer and return of 
  balance share certificates 
 
 
            (1)   If any of the above times and/or dates change, the revised 
                   times and/or dates will be notified to Shareholders by 
                   an announcement through the Regulatory Information Service 
                   of the London Stock Exchange. 
            (2)   All references in this document are to London times unless 
                   otherwise stated. 
            (3)   All events in the above timetable following the General 
                   Meeting are conditional upon approval by Shareholders of 
                   the relevant Resolutions. 
 

Copies of the Circular are available on the Company's website : www.parkwood-holdings.co.uk .

For further information:

Parkwood Holdings plc

Mike Quayle, Group Finance Director 01772 627 111

Brewin Dolphin Limited

Neil Baldwin 0845 213 4726

This information is provided by RNS

The company news service from the London Stock Exchange

END

CIRBUGDSDSDBGBR

Parkwood Holdings (LSE:PKW)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024 Parkwood Holdings 차트를 더 보려면 여기를 클릭.
Parkwood Holdings (LSE:PKW)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024 Parkwood Holdings 차트를 더 보려면 여기를 클릭.