PGC
19/09/2014 16:27
GENERAL
REL: 1627 HRS Pyne Gould Corporation Limited
GENERAL: PGC: Notice of Offer of Same Class Financial Products
NZX ANNOUNCEMENT
Friday 19 September 2014
Notice pursuant to clause 17(1)(a) of Schedule 1 of the Financial Markets
Conduct (Phase 1) Regulations 2014
As previously announced to the market, the Board of Pyne Gould Corporation
Limited (PGC) resolved on 16 September 2014 to increase its shareholding in
Equity Partners Infrastructure Company No. 1 Limited (EPIC) from 27% up to
49%. PGC will offer to buy shares in EPIC from selected EPIC shareholders.
PGC will satisfy the purchase price payable to EPIC shareholders who accept
that offer by issuing fully paid ordinary shares in PGC (New PGC Shares, and
being the PGC Share Offer) to those EPIC shareholders. PGC may issue up to
41,581,232 New PGC Shares, representing 20% of the total current number of
ordinary shares in PGC.
Accordingly, PGC gives notice under clause 17(1)(a) of schedule 1 of the
Financial Markets Conduct (Phase 1) Regulations 2014 (Regulations) that it
proposes to offer the New PGC Shares in reliance upon the exclusion in clause
19 of schedule 1 of the Financial Markets Conduct Act 2013 (FMCA).
The price that PGC will pay EPIC shareholders for their EPIC shares (and,
therefore, how many New PGC Shares will be issued) is yet to be agreed. The
New PGC Shares will have identical rights, privileges, limitations and
conditions as PGC's existing ordinary shares, which are quoted on the NZX
Main Board under the ticker code "PGC", and therefore are of the same class
as the existing PGC ordinary shares for the purposes of the FMCA and the
Regulations.
Pursuant to clause 17(1)(a) of Schedule 1 of the Regulations, PGC gives
notice that:
The offer of the New PGC Shares is being made in reliance upon the exclusion
in clause 19 of Schedule 1 of the FMCA and PGC is giving this notice under
clause 17(1)(a) of Schedule 1 of the Regulations.
As at the date of this notice, PGC is in compliance with:
(a) the continuous disclosure obligations that apply to it in relation to
PGC's existing listed ordinary shares; and
(b) its "financial reporting obligations" within the meaning set out in
clause 17(4)of Schedule 1 of the Regulations.
As at the date of this notice, there is no information that is "excluded
information" within the meaning set out in clause 17(4) of Schedule 1 of the
Regulations, except as follows:
(a) London Listing
Over the course of the year PGC completed the migration from New Zealand to
Guernsey. This was an important step as it reflected an appropriate
jurisdiction to prepare for a listing on the London Stock Exchange.
PGC is now reviewing its timetable for listing in London. While not all the
Board's preconditions for a London listing have yet been met, it is
anticipated to occur in the first quarter of 2015. To this end, PGC have
completed the transition of the company's accountants from New Zealand to
Guernsey and it is intended the 2015 accounts are to be prepared in Sterling.
The first set of Sterling accounts are planned for the interim accounts to
31st December 2014.
This would see a profit announcement by the end of the first quarter and, all
going to plan, a listing shortly thereafter.
(b) Dividends
PGC is well ahead of its restructuring objectives and is highly confident in
both the financial strength and strategic direction of the company. As a
consequence, PGC is considering the restoration of a policy of regular
dividend payments within the next year.
Our philosophy on dividends will be to pay out 50% of consolidated
sustainable NPAT.
Where we own less than 100% of a business we are unlikely to include its
profits in calculating the sustainable NPAT. This means that each business
will have access to retained earnings to grow and strengthen over time but
surplus cash-flow returned to shareholders in a manner that is transparent
and, within reason, predictable.
The first consolidated accounts for PGC are intended to be to the end of 31st
December 2014. These consolidated accounts will bring together the accounts
of PGC and Torchlight Fund LP and where appropriate, the underlying
subsidiaries, such as RCL.
It is expected that these accounts will show a sustainable and transparent
NPAT allowing for the payment of an interim and final dividend in 2015.
The potential effects that the offer and the issue of the New PGC Shares
will have on the "control" (within the meaning of clause 48 of Schedule 1 of
the FMCA) of PGC and the consequences of those effects are as follows:
(a) PGC may issue up to 41,581,232 New PGC Shares under the PGC Share Offer.
This will result in the dilution of existing PGC shareholders' holdings of
ordinary shares in PGC.
(b) In particular, as at the date of this notice, the major shareholder in
PGC is Australasian Equity Partners Fund No. 1 LP (AEP), which holds 79.99%
of the ordinary shares in PGC. None of the New PGC Shares will be issued to
AEP so, if PGC issued the maximum possible number of 41,581,232 New PGC
Shares, AEP would be left with 66.66% of the ordinary shares in PGC.
(c) The consequence of this effect is that, whereas AEP currently has the
requisite number of ordinary shares in PGC in order to be able to pass a
special resolution of shareholders of PGC (which requires a majority of 75%
of the votes of those PGC shareholders entitled to vote and voting on the
question), it may not (depending upon how many New PGC Shares are issued by
PGC and depending upon the number of votes which are cast on any relevant
special resolution) have the requisite number of ordinary shares in PGC to be
able to pass a special resolution of shareholders of PGC after the New PGC
Shares are issued by PGC.
On behalf of the Board,
For more information, please contact: David Lewis +64-21-976 119
End CA:00255474 For:PGC Type:GENERAL Time:2014-09-19 16:27:56
