Exchange Invitations to Warrant Holders


 

TIDMPRLG 
 
RNS Number : 3780D 
Pearl Group 
01 December 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT 
IN THE REPUBLIC OF ITALY, JAPAN, CANADA, AUSTRALIA OR SOUTH AFRICA 
(SEE "RESTRICTIONS" BELOW) 
 
 
1 December 2009 
Pearl Group ("Pearl" or the "Company") announces it has today launched 
invitations to certain eligible holders of warrants issued under the Warrants 
Agreement with ABN AMRO Bank N.V. dated 5 February 2008, as amended and restated 
on 2 September 2009, with ISIN KYG6963M1143 (the "Public Warrants") (the 
"Exchange Invitation") and to certain eligible holders of its insider warrants 
issued under the Insider Warrant Agreement as amended and restated on 2 
September 2009 (the "Insider Warrants") (the "Insider Warrant Exchange 
Invitation" and together with the Exchange Invitation the "Invitations"). 
 
 
Introduction 
 
 
Pearl is pleased to invite all eligible holders of Public Warrants and all 
eligible holders of Insider Warrants to offer to exchange any or all of such 
Public Warrants and/or Insider Warrants on the following terms: 
 
 
  *  For each Public Warrant    0.181818 new Ordinary Shares in Pearl 
 
 
 
  *  For each Insider Warrant     0.181818 new Class B Shares in Pearl 
 
 
 
Background to and reasons for the Invitations 
 
 
In line with its stated strategy, the Company continues to take steps to achieve 
the simplification of its capital structure and to seek transition to a Premium 
Listing on the Official List of the UKLA during 2010 (the "Premium Listing"). 
One of the requirements for a Premium Listing is that all dilutive instruments 
issued by the Company must not exceed 20% of the issued equity share capital of 
the Company. The actions announced today represent an important step towards 
being able to meet this strategic goal. 
 
 
The Company is also considering other ways of simplifying its capital structure 
in order to meet the requirements of a Premium Listing. 
 
 
In addition, the Pearl group continues to evaluate its options with regard to 
the Tier 1 bonds issued by Pearl Group Holdings (No. 1) Limited. 
 
 
The Exchange Invitation 
 
 
The Exchange Invitation is being made on the terms and subject to the conditions 
set out in an Exchange Invitation Memorandum dated 1 December 2009 (the 
"Exchange Invitation Memorandum") which will only be provided to eligible 
holders of the Public Warrants. 
 
 
The Company reserves the right to reduce, on a pro rata basis, the number of 
Public Warrants it will accept for exchange from each holder in order that the 
total aggregate number of Public Warrants to be accepted by the Company pursuant 
to the Exchange Invitation does not exceed 22,000,000 Public Warrants. 
 
 
The Exchange Invitation will expire at 10.00 a.m. (Central European Time) on 30 
December 2009 unless extended, re-opened or terminated. 
 
 
The expected settlement date for the Exchange Invitation is 5 January 2010. 
 
 
The Ordinary Shares of the Company are admitted to trading on the Main Market of 
the London Stock Exchange under the symbol "PRLG" and to trading on Euronext 
Amsterdam under the symbol "PEARL". The Public Warrants are admitted to trading 
on Euronext Amsterdam under the symbol "PEARW". 
 
 
Enquiries: 
 
 
Media: 
Andrew Grant, James Bradley, Mal Patel 
Tulchan Communications 
+ 44 (0) 20 7353 4200 
 
 
Daniel Godfrey 
Director of Corporate Communications, Pearl Group 
+ 44 (0) 20 7489 4517 
 
 
Investors: 
Fiona Clutterbuck, Pearl Group 
+ 44 (0) 20 7489 4881 
 
 
DISCLAIMER 
 
 
No offer or invitation to acquire or exchange any securities is being made 
pursuant to this announcement.  This announcement does not constitute an 
invitation to participate in the Exchange Invitation in any jurisdiction in 
which, or to or from any person to or from whom, it is unlawful to make such 
invitation under applicable securities laws and offers of Warrants for exchange 
pursuant to the Invitations will not be accepted from holders in any 
jurisdiction where such invitation or offer to exchange or tender is unlawful. 
 
 
RESTRICTIONS 
 
 
The distribution of this announcement may be restricted by law. Persons into 
whose possession this announcement comes are required by each of the Company, 
the Dealer Manager and the Exchange Agent to inform themselves about, and to 
observe, any such restrictions. 
 
 
UNITED STATES 
 
 
These materials are not for distribution, directly or indirectly, in or into the 
United States (including its territories and possessions, any State of the 
United States and the District of Columbia). These materials do not constitute 
or form a part of any offer or solicitation to purchase or subscribe for 
securities in the United States. The Shares mentioned herein have not been, and 
will not be, registered under the United States Securities Act of 1933 (the 
"Securities Act"). 
 
 
The New Shares may not be offered or sold in the United States or to, or for the 
account or benefit of, US persons (as such term is defined in Regulation S under 
the Securities Act) except pursuant to an exemption from the registration 
requirements of the Securities Act. There will be no public offer of securities 
in the United States. 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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