Results of Insider Warrant Exchange Invitation
14 1월 2010 - 4:00PM
UK Regulatory
TIDMPRLG
RNS Number : 5257F
Pearl Group
14 January 2010
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)
RESULTS OF THE INSIDER WARRANT EXCHANGE INVITATION
14 January 2010
On 1 December 2009, Pearl Group ("Pearl" or the "Company")
announced that it had launched invitations 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") to submit their Insider
Warrants for exchange for new class B shares (the "Insider
Warrant Exchange Invitation").
As at 1 December 2009 there were 11,468,200 Insider Warrants outstanding,
comprising 7,468,200 founders' warrants and 4,000,000 sponsors' warrants.
Today, Pearl is pleased to announce that all 11,468,200 Insider Warrants were
submitted for exchange. This will result in the issuance of 2,085,123 new class
B shares in the Company as follows:
* 813,600 Insider Warrants, comprising 63,600 founders' warrants and 750,000
sponsors' warrants, settled on 13 January 2010, resulting in the issuance of
147,925 new class B shares;
* the remaining 10,654,600 Insider Warrants will settle on 15 January 2010 which
will result in the issuance of a further 1,937,198 new class B shares.
Commenting on the results of the Insider Warrant Exchange Invitation Pearl Group
CEO, Jonathan Moss said:
"Following the successful close of the Public Warrant Exchange Invitation, where
over 99% of the warrants sought were tendered, we are delighted that all the
Insider Warrantholders have accepted our offer to exchange their warrants for
shares. This is another step on the road to the simplification of our capital
structure."
Following the settlement of the Insider Warrant Exchange Invitation, the Company
is expected to have 132,285,855 shares in issue consisting of 80,430,732
ordinary shares and 51,855,123 class B shares. In addition, there will be an
additional 64,529,868 ordinary and class B shares that the Company may be
required to issue in connection with the outstanding warrants and contingent
rights over shares.
The table below sets out a summary of the warrants and contingent rights over
shares that will be outstanding following settlement of the Insider Warrant
Exchange Invitation. These instruments have exercise and vesting points from
EUR11 to GBP15 and full details can be found in the July 2009 proxy statement
available on the Company's website.
+--------------------------------------------------+---------------------+
| Type of instrument | Number |
+--------------------------------------------------+---------------------+
| Ordinary Share Warrants | |
+--------------------------------------------------+---------------------+
| Public Warrants | 8,169,868 |
+--------------------------------------------------+---------------------+
| | |
+--------------------------------------------------+---------------------+
| Class B Share Warrants | |
+--------------------------------------------------+---------------------+
| Lenders | 5,000,000 |
+--------------------------------------------------+---------------------+
| Royal London | 12,360,000 |
+--------------------------------------------------+---------------------+
| | 17,360,000 |
+--------------------------------------------------+---------------------+
| Contingent rights over class B shares | |
+--------------------------------------------------+---------------------+
| Sun Capital/TDR Capital/Selling Shareholders | 26,500,000 |
| (contingent rights) | |
+--------------------------------------------------+---------------------+
| Lenders (contingent rights) | 8,500,000 |
+--------------------------------------------------+---------------------+
| Contingent Subscription Agreement (contingent | 1,000,000 |
| rights) | |
+--------------------------------------------------+---------------------+
| | 36,000,000 |
+--------------------------------------------------+---------------------+
| | |
+--------------------------------------------------+---------------------+
| Shares authorised for issue under employee | 3,000,000 |
| incentive plans | |
+--------------------------------------------------+---------------------+
| | |
+--------------------------------------------------+---------------------+
| Total warrants and contingent rights over shares | 64,529,868 |
| outstanding | |
+--------------------------------------------------+---------------------+
The ordinary shares of the Company are admitted to trading on the
Regulated 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
+ 44 (0) 7894 937 890
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 Insider Warrant 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 Insider
Warrants for exchange pursuant to the Insider Warrant Exchange Invitation 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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