FOR IMMEDIATE RELEASE
23rd February 2017
Pebble Beach Systems Group Plc
Strategic Review and Receipt of part
of the VCS Deferred Consideration
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
Strategic Review and Receipt of part
of the VCS Deferred Consideration
Strategic Review
Pebble Beach Systems Group Plc ("Pebble" or the "Group"), a leading global software business specialising in solutions for playout automation and content serving customers in the broadcast markets, today announces that it has decided to carry out a formal strategic review of the Group's business.
While Pebble Beach Systems Limited ("PBS") is an exciting business with excellent growth potential, it remains constrained by the Group's existing capital structure, including an estimated £11 million of ongoing bank borrowings. As such, the Board has determined that it is appropriate to evaluate alternative opportunities to maximise value for the Group's shareholders. Accordingly, EY has been appointed to assist with a strategic review of options, which could include a sale of the Group.
The UK Takeover Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party participating in the formal sale process will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in the formal sale process. Interested parties should note Rule 21.2 of the Code, which will prohibit any form of inducement fee or other offer-related arrangement, and that the Group, although it may do so in the future, has not at this stage requested any dispensation from this prohibition under Note 2 of Rule 21.2.
Parties with a potential interest in making an offer for Pebble should contact EY. Any interested party will be required to enter into a non-disclosure agreement with Pebble prior to being admitted to participate in the process.
The Board will issue a further statement if and when appropriate.
Receipt of Part of the VCS Deferred Consideration
Additionally xG Technology Inc ("xG") and Pebble are working together and have agreed to amend the revised Business Purchase Agreement. This has been effected by xG settling early $3.0 million of the total deferred consideration of $9.5 million (due by 17 March 2017) by taking on liability for settling $3.0 million of VCS trade creditors, which under the revised and original Business Purchase Agreement remained as liabilities of the Group. xG has assumed this liability so as to regularise its supplier base. It is expected that xG will assume responsibility for settling additional VCS trade creditors as a way of settling its obligation to pay the deferred consideration prior to 17 March 2017, being the date when full settlement of the deferred consideration is due. Following this initial assumption to settle $3.0 million of VCS trade creditors, the deferred consideration due from xG is reduced to $6.5 million.
The person responsible for arranging for the release of this announcement on behalf of the Group is John Varney, Non-Executive Chairman.
For further information, please contact:
ENQUIRIES
John Varney +44 (0) 148 868 5500
Non-Executive Chairman
Pebble Beach Systems Group Plc
Justin Prichard +44 (0) 207 951 2000
Julie Green
EY Corporate Finance (Financial Adviser)
Shaun Dobson +44 (0) 207 496 3000
James White
N+1 Singer (NOMAD)
Charlie Jack +44 (0) 207 796 4133
Bertie Berger
Hudson Sandler
TAKEOVER CODE
Following this announcement, Pebble will be considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.
DISCLOSURE REQUIREMENTS OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
RELEVANT SECURITIES IN ISSUE
In accordance with Rule 2.9 of the Code, Pebble confirms that, as at the date of this announcement, it has 124,603,134 ordinary shares of 2.5 pence in issue and admitted to trading on AIM. The International Securities Identification Number for Pebble's ordinary shares is GB0001482891.
RULE 26.1 DISCLOSURE
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Pebble's website at www.pebbleplc.com by no later than 12 noon (London time) on the business day following the date of this announcement. The contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.
NOTES TO EDITORS
PBS is a leading developer and supplier of automation, channel in a box, integrated and virtualised playout technology for TV broadcasters, service providers, and cable and satellite operators. Founded in 2000 and headquartered in Weybridge, Surrey, PBS has developed a portfolio of successful products which have the flexibility to support a wide range of broadcast applications with scalable products designed for highly efficient multichannel transmission as well as complex news and sports television. Installed in more than 70 countries and with proven systems ranging from single up to over 150 channels in operation, PBS's international client base includes TV Globo Brazil, Fox News and Business channels, USA, ZDF Germany, Orbit Showtime Network UAE, TV4 Sweden, TV2 Denmark, MTG UK, DMC in the Netherlands and AMC Networks Inc. USA.
