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Recommended Cash Offer for Puma Brandenburg
2009-06-11

Recommended Cash Offer for Puma Brandenburg Limited ("Puma Brandenburg") by Marble Limited ("Marble") of 60 pence per Puma Brandenburg Share 

Summary 

• The directors of Puma Brandenburg and Marble announce that they have reached agreement on the terms of a recommended Cash Offer by Marble for the entire issued ordinary share capital of Puma Brandenburg for a consideration of 60 pence per Puma Brandenburg Share. The Offer is to be implemented by way of an Amalgamation of Puma Brandenburg with Marble (an indirect, wholly owned subsidiary of Shore Capital Group plc) under the Companies (Guernsey) Law, 2008. 
• The Offer values the ordinary share capital of Puma Brandenburg at approximately £82.9 million. This represents a premium of approximately 40 per cent. to the Closing Price on 10 June 2009, being the last practicable Business Day before this announcement and a premium of approximately 41 per cent. to the average of the Closing Prices over the 30 Business Days up to and including 10 June 2009. In addition, Ordinary Shareholders on the register at 17 July 2009 will be entitled to a dividend of 0.4 pence per Puma Brandenburg Share payable on 30 September 2009.
• The Independent Directors of Puma Brandenburg are recommending to Shareholders that they accept the Offer. In considering whether to recommend the Offer, the Independent Directors have taken into account, inter alia, that:
  • Puma Brandenburg is a small cap leveraged property company whose shares are illiquid;
  • in the short to medium term, Puma Brandenburg may face further value and rental erosion which would put pressure on its performance and its financial covenants;
  • the price of Puma Brandenburg Shares has fallen despite a significant buy-back programme and stake building by Shore Capital Group plc; and
  • the offer from Marble gives Shareholders the opportunity for an exit on fair and reasonable terms.
• Puma Brandenburg has received irrevocable undertakings from Directors and certain Ordinary Shareholders to vote in favour of the Amalgamation Resolution in respect of 66,226,134 Puma Brandenburg Shares which, together with the combined holdings of 25,355,924 Puma Brandenburg Shares of Marble Limited and Shore Capital Stockbrokers Limited, represent 66.3 per cent. of the existing issued ordinary share capital of Puma Brandenburg.
• The Amalgamation will be subject to the conditions set out in Appendix I which include, inter alia, the approval of Puma Brandenburg Shareholders at the Extraordinary General Meeting to be held on 9 July 2009 at 10:00 a.m and the approval of the shareholders of Shore Capital Group plc. The Amalgamation is expected to become effective on 11 August 2009 but this is indicative only and will depend on when certain conditions are satisfied or waived and the date of issue of the Certificate of Amalgamation by the Registrar of Companies in Guernsey. 

Commenting on the Amalgamation Proposal, Gernot von Grawert-May, Non-Executive Chairman of Puma Brandenburg, said: 

"Given the challenges facing our sector, the independent directors unanimously support this offer as the best way of maximizing value for all our shareholders in the current economic climate.

It provides a sure and certain cash offer against an uncertain future in a difficult environment for investment property. I recommend that shareholders accept this offer."

Commenting on the Amalgamation Proposal, Howard Shore, Executive Chairman of Shore Capital Group plc, said: 

"Shore Capital Group plc is able to provide the long term strategic support to help Puma Brandenburg develop its assets and more immediately can provide financial synergies as a leading independent investment bank with particular expertise in the property sector. The two companies are a complementary fit."

This summary should be read in conjunction with the full text of the following announcement. Appendix I to the following announcement contains the terms and conditions of the Offer. Appendix II contains definitions of certain expressions used in this summary and in the following announcement. 

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