Results of Insider Warrant Exchange Invitation

 

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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