PGX Punch Graphix

RNS Number:1024Y
Punch Graphix PLC
11 June 2007


This is a joint press release of Punch International N.V. ('Punch'), Punch
Technix N.V. ('Punch Technix') and Punch Graphix Plc ('Punch Graphix'). This
announcement and related materials is not a prospectus and does not constitute
an offer to purchase or sell nor a solicitation of an offer to purchase or sell
shares and/or other securities in the capital of any of Punch, Punch Technix or
Punch Graphix in the United States or in any other jurisdiction.


                                 Press Release

       Transfer of Punch Graphix to Punch Technix - Intention to Proceed

Sint-Martens-Latem (BE), Vijfhuizen (NL) and York (UK), 11 June 2007 - Punch,
Punch Technix and Punch Graphix (together the 'Companies') jointly announce that
Punch Graphix and Punch Technix, after careful deliberations by the management
board and supervisory boards of the respective companies and advice from
professional advisers, intend to proceed with the combination of the machine
construction activities of Punch Technix with the activities of Punch Graphix in
the development, production and distribution of graphical systems for prepress
and high-end digital colour printing as already referred to in the joint press
release of the Companies dated 2 May 2007.

Punch currently holds approximately 91% of the issued share capital of Punch
Graphix. In addition Punch has been offered the opportunity to purchase
approximately 5% of Punch Graphix issued shares and such acquisition is
currently being completed. Following this acquisition, Punch will hold
approximately 96% of Punch Graphix's issued shares and it intends to transfer
this entire shareholding to Punch Technix. A part of this shareholding (expected
to represent approximately 58% of the issued shares in Punch Graphix) will be
contributed to Punch Technix against the issue of new ordinary shares in Punch
Technix. The issue price per ordinary share will be equal to the average of the
closing share prices between 11 June 2007 and 22 June 2007 as quoted on Euronext
Amsterdam stock exchange (the 'Issue Price'), but for the purposes of the issue
to Punch with a minimum issue price of EUR 6.00 (six). Based on the
aforementioned minimum price, Punch's current shareholding in the capital of
Punch Technix of approximately 63% will increase through the aforementioned
issue of new Punch Technix shares to a shareholding of maximum 93%.

Immediately following the contribution in kind described above, the remaining
stake in Punch Graphix held by Punch (i.e. approximately 38% of the issued
shares in Punch Graphix) is to be acquired by Punch Technix against a cash
consideration per share of GBP 1.28 financed by means of a current account from
Punch. Punch may decide to acquire additional shares in the capital of Punch
Graphix in addition to its current shareholding in the period running up to the
contribution to Punch Technix. Such additional shares will also be acquired by
Punch Technix.

Simultaneously with the contribution in kind described above, Punch Technix
intends to offer its existing shareholders, specifically excluding Punch, the
opportunity to subscribe for new ordinary shares in Punch Technix up to a
maximum aggregate amount of EUR 20,000,000, at the Issue Price, without a
minimum being applicable.

Each ordinary share in Punch Technix held immediately after the close of trading
on Euronext Amsterdam by an eligible shareholder other than Punch at a record
date (expected to be on or about 28 June 2007) will entitle such holder to
subscribe for new ordinary shares in Punch Technix, pro rata to their current
shareholding, against payment of the Issue Price. Such eligible shareholders
will be granted non-transferable and non-tradable subscription rights (the
'SETS') that will entitle them to subscribe for the new ordinary shares in Punch
Technix during a predetermined exercise period. The SETS will be granted and the
new ordinary shares will be offered only in those jurisdictions in which, and
only to those persons to whom granting the SETS and the offer of new ordinary
shares may lawfully be made. There will be no rump-offering of SETS not
exercised during the exercise period. SETS not exercised will become void.

The combined transaction described above (the 'Transaction') is subject to
further approval of the general meeting of shareholders of Punch Technix. For
that purpose, amongst others, an extra- ordinary general meeting will be held on
27 June 2007. The formal notice for this extra-ordinary general meeting is
expected to be published on 12 June 2007.

A prospectus relating to the Transaction is expected to be publicly available on
or about 29 June 2007.

Petercam Bank N.V. has been requested by Punch Technix to issue a fairness
opinion on the price at which the Punch Graphix shares are to be acquired (i.e.
GBP 1.28 per share) prior to the final decision of the management board and
supervisory board of Punch Technix regarding the Transaction and prior to the
aforementioned extraordinary general meeting of shareholders of Punch Technix.

To better reflect the activities of the combined group, upon completion of the
Transaction, it is intended to change the name of Punch Technix into Punch
Graphix N.V., and to change the composition of the supervisory board and
management board.

It is contemplated that, conditional upon the completion of the Transaction, the
current members of the management board will resign from their offices and Mr
Ben Van Assche, current CEO of Punch Graphix shall in addition be appointed as
CEO of Punch Technix and Mr Peter Tytgadt, current CFO of Punch Graphix, shall
in addition be appointed as CFO of Punch Technix.

It is further intended that Mr Jan Smits will resign from his office as
supervisory director of Punch Technix following the completion of the
Transaction and that the following individuals shall be proposed to the general
meeting for appointment as members of the supervisory board:

*       Mr Philip Ghekiere, vice Chairman of the board of the Kinepolis Group
        and non-executive director of Punch Graphix.

*       Mr Wim Deblauwe, CFO of Punch and non-executive director of Punch
        Graphix.

It is intended that Mr Herman Olde Bolhaar will stay as chairman of the
supervisory board and Mr Guido Dumarey will stay as member of the supervisory
board.

The transaction will result in Punch Technix acquiring all shares in Punch
Graphix held by Punch, while optimising the balance sheet of the newly created
combination. At the same time the shareholders of Punch Technix, other than
Punch, may avoid or limit dilution by exercising the SETS offered to them and
subscribe to newly issued shares.

It is expected that, as a result of the integration, a strong and profitable
technology group is created, supported by a reference shareholder with a clear
strategy for value creation. The proposed operation and the resulting
combination of complementary activities (research and development, procurement
and administrative services) within one group could also lead to significant
economies of scale for Punch Technix.

Punch International N.V. Punch Technix N.V. Punch Graphix Plc





For further information


Punch International N.V.
Mr Wim Deblauwe, Chief Financial Officer
Tel: +32 (0)9 243 4840


Punch Technix N.V.
Mr Marc Maes, Secretary General
Tel: +31 (0)23 558 9050


Punch Graphix Plc
Mr Peter Tytgadt, Chief Financial Officer
Tel: +32 (0)3 443 19 08


About Punch International



Founded in 1982, Punch has since grown to become a diversified industrial
holding company. Punch seeks to achieve long term capital growth by acquiring
majority stakes in a varied portfolio of companies with a view to unlocking
implicit value. Acting as a catalyst of proven and potentially successful
technologies, Punch provides the necessary funds to realise their commercial
breakthrough. As a consolidator, Punch focuses on gaining critical mass in order
to establish a dominant market position in the segments in which it operates.
Punch is actively involved in the management of its investments, seeking to
leverage each subsidiary's operational, commercial and financial performance in
order to maximise shareholder value. 'Punch, unlocking value.'; For 2006 Punch
achieved sales of 197.5 million euros and a net profit of 21.1 million euros.
Punch has been listed on Euronext Brussels since 1999 and is part of the
NextPrime index (ticker: PUN).


Website: www.punchinternational.com


About Punch Technix

Punch Technix combines many years of experience and advanced production
techniques with a strategic geographic presence and is therefore the ideal
partner for the development and production of equipment and machinery for
leading suppliers in the agro-food industry, the graphics industry, the medical
sector, and various other sectors. Its development and engineering divisions are
located in the Netherlands, supported by an ultra-modern production facility in
Slovakia. Moreover, Punch Technix is active under its own brand names: the group
produces automated milking systems for large and medium-sized dairy farms under
the RMS label. Punch Technix (PNX) is a listed company on the Euronext Amsterdam
Exchange.


Website: www.punchtechnix.com


About Punch Graphix

Punch Graphix provides innovative, competitive and environmental friendly
imaging and printing solutions for the global graphics industry. Under the
Xeikon brand name, Punch Graphix designs, develops and delivers high-end digital
colour printing systems, software and consumables for the commercial, document
printing and industrial markets. Under the basysPrint brand, Punch Graphix
designs, develops and delivers mid to high-end imaging systems for offset
prepress commercial markets. With a clear-minded focus on R&D, Punch Graphix is
solely dedicated to customer satisfaction and aims to deliver cost-effective
graphic excellence that goes beyond all expectations. Punch Graphix is listed on
the London AIM (PGX).


Website: www.punchgraphix.com

This announcement does not constitute a prospectus. The granting of SETS and the
offer to acquire new ordinary shares pursuant to the proposed offering will be
made, and any investor should make his investment, solely on the basis of
information that will be contained in the prospectus to be made generally
available in The Netherlands in connection with such offering. When made
generally available, copies of the prospectus may be obtained at no cost through
the website of Euronext Amsterdam (Dutch residents only) and through the website
of Punch Technix.

This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for,
any securities in the United States or any other jurisdiction, nor should it or
any part of it nor the fact of its distribution form the basis of, or be relied
on in connection with, any contract or investment decision. Investors should
make their investment solely on the basis of the prospectus to be issued in
relation to the proposed offering.

No reliance may be placed for any purposes whatsoever on the information in this
announcement or on its completeness. Neither Punch, Punch Technix, Punch Graphix
nor any of its directors, officers, employees or advisers nor any other person
makes any representation or warranty, express or implied, as to, and accordingly
no reliance should be placed on, the fairness, accuracy or completeness of, the
information contained in this announcement or of the views given or implied.
Neither Punch, Punch Technix, Punch Graphix nor any of its respective directors,
officers, employees or advisers nor any other person shall have any liability
whatsoever for any errors or omissions or any loss howsoever arising, directly
or indirectly, from any use of this announcement or its contents or otherwise
arising in connection therewith.

Certain statements in this announcement are forward-looking statements. These
forward-looking statements speak only as at the date of this announcement. Such
statements are based on current expectations and beliefs and, by their nature,
are subject to a number of known and unknown risks and uncertainties that could
cause actual results and performance to differ materially from any expected
future results or performance expressed or implied by the forward-looking
statement. The information and opinions expressed in this announcement are
subject to change without notice and other than as required by applicable law or
the applicable rules of any exchange on which our securities may be traded, we
have no intention or obligation to update forward-looking statements.

Any statement in this announcement relating to the proposed offering is only
addressed to and directed at persons in member states of the European Economic
Area who are "qualified investors" within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). Any such
Qualified Investor will be deemed to have represented and agreed that any
securities acquired by it in the offer have not been acquired on behalf of
persons other than Qualified Investors.

The securities to be offered in the proposed offering have not been and will not
be registered under the US Securities Act of 1933, as amended (the "US
Securities Act") and 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 US Securities Act), unless registered under the US Securities Act or
an exemption from such registration is available. No offering of securities in
the proposed equity offering will be made in the United States.





                      This information is provided by RNS
            The company news service from the London Stock Exchange

END
MSCSFMSAFSWSESM

Grafico Azioni Punch Graphix (LSE:PGX)
Storico
Da Mag 2024 a Giu 2024

Grafico Azioni Punch Graphix (LSE:PGX)
Storico
Da Giu 2023 a Giu 2024