PRLG Pearl Grp (DI)

 

TIDMPRLG 
 
RNS Number : 8628E 
Pearl Group 
31 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) 
 
 
RESULTS OF THE PUBLIC WARRANT EXCHANGE INVITATION 
 
 
31 December 2009 
On 1 December 2009, Pearl Group ("Pearl" or the "Company") announced that it 
had 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") to submit their Public Warrants for exchange for new ordinary shares 
(the "Exchange Invitation"). Today, Pearl is pleased to announce the results of 
the Exchange Invitation. 
 
 
Overview of the result of the Exchange Invitation 
 
 
Following the expiration of the Exchange Invitation, Pearl is pleased to 
announce that 21,830,132 Public Warrants were submitted for exchange of which 
all have been accepted, resulting in the issuance of 3,969,079 new ordinary 
shares in the Company. 
 
 
Following the settlement of the Exchange Invitation, the Company is expected to 
have 130,200,732 shares in issue consisting of 80,430,732 ordinary shares and 
49,770,000 class B shares. In addition, there will be an additional 75,998,068 
 ordinary and class B shares that the Company may be required to issue in 
connection with the outstanding warrants and contingent rights over shares. 
 
 
Background to and reasons for the Exchange Invitation 
 
 
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 Company is continuing to pursue other options to meet the requirements for a 
Premium Listing.Further announcements will be made if and when appropriate. 
 
 
Commenting on the results of the Exchange Invitation Pearl Group CEO, Jonathan 
Moss said: 
 
 
"This is an important step for Pearl Group in reducing the quantity of 
outstanding dilutive instruments and in preparing the group for a Premium 
Listing in London, which we hope to achieve in 2010.  We are delighted that the 
response from warrantholders to the Exchange Invitation was so strong, at over 
99% of the maximum that we could have accepted." 
 
 
Overview of the Invitations 
 
 
On 1 December 2009, Pearl also 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" and, together with the Exchange Invitation, the 
"Invitations"). 
 
 
As at 1 December 2009 there were 30,000,000 Public Warrants and 11,468,200 
Insider Warrants outstanding. The Insider Warrants comprised 7,468,200 Founders' 
Warrants and 4,000,000 Sponsors' Warrants. 
 
 
Pursuant to the terms of the Invitations, Pearl invited 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, subject to the total aggregate number of Public Warrants to be 
accepted by the Company not exceeding 22,000,000: 
 
 
  *  For each Public Warrant    0.181818 new Ordinary Shares in Pearl 
 
 
 
  *  For each Insider Warrant     0.181818 new Class B Shares in Pearl 
 
 
 
The expected settlement date for the Exchange Invitation is 5 January 2010. The 
Insider Warrant Exchange Invitation will expire at 10.00am (Central European 
Time) on 13 January 2010, unless extended, re-opened or terminated. 
 
 
Overview of warrants and contingent rights over shares outstanding 
 
 
The table below sets out a summary of the warrants and contingent rights over 
shares that will be outstanding following settlement of the Exchange Invitation 
to holders of the Public Warrants and prior to expiration and subsequent 
settlement of the Insider Warrant Exchange Invitation. 
 
+--------------------------------------------------+---------------------+ 
| Type of instrument                               | Number              | 
+--------------------------------------------------+---------------------+ 
| Ordinary Share Warrants                          |                     | 
+--------------------------------------------------+---------------------+ 
| Public Warrants                                  | 8,169,868           | 
+--------------------------------------------------+---------------------+ 
| Founders Warrants                               | 7,468,200           | 
+--------------------------------------------------+---------------------+ 
| Sponsors Warrants                               | 4,000,000           | 
+--------------------------------------------------+---------------------+ 
|                                                  | 19,638,068          | 
+--------------------------------------------------+---------------------+ 
| 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)                                          |                     | 
+--------------------------------------------------+---------------------+ 
| Shares authorised for issue under employee       | 3,000,000           | 
| incentive plans                                  |                     | 
+--------------------------------------------------+---------------------+ 
|                                                  | 39,000,000          | 
+--------------------------------------------------+---------------------+ 
| Total warrants and contingent rights over shares | 75,998,068          | 
| 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) 7768 104904 
 
 
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 
 
 STRTMBRTMMAJBLL 
 

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