CWC Cable&Wire Com

TIDMCWC TIDMTTM

RNS Number : 6377K

Cable & Wireless Communications PLC

04 January 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

4 January 2016

Recommended Acquisition

of

Cable & Wireless Communications Plc ("CWC")

by

Liberty Global plc ("Liberty Global")

On 16 November, 2015 the Liberty Global Directors and the CWC Directors announced that they had reached agreement regarding the terms of a recommended acquisition through which Liberty Global will acquire the entire issued and to be issued share capital of CWC (the "Offer Announcement").

Illustrative calculations of Exchange Ratio and Alternative Exchange Ratio

As announced on 23 November 2015, CWC intends to provide CWC Shareholders with illustrative calculations of the Exchange Ratio and the Alternative Exchange Ratio on a weekly basis until the Scheme Document is posted to CWC Shareholders, and on a daily basis (on business days only) thereafter, in each case until the Exchange Ratio Calculation Time.

Accordingly, CWC announces today details of the Exchange Ratio and the Alternative Exchange Ratio as if the Exchange Ratio Calculation Time were 4 January 2016. CWC Shareholders should note that this is for illustrative purposes only and that the Exchange Ratio Calculation Time is not, and will not be, 4 January 2016.

The Exchange Ratio Calculation Time, and accordingly the Exchange Ratio and the Alternative Exchange Ratio, will be determined as described in the Offer Announcement and as will be set out in the Scheme Document.

CWC Shareholders are advised to read the Scheme Document carefully once it has been despatched, which is currently expected to be within 4 months of the date of the Offer Announcement.

Illustrative calculations as at 4 January 2016

If the Exchange Ratio Calculation Time were 4 January 2016 (being the date of this announcement), under the terms of the Transaction, the Exchange Ratio and the Alternative Exchange Ratio would be calculated such that:

-- under the Recommended Offer, CWC Shareholders would be entitled to receive, for each CWC Share, 0.008301 New Liberty Global Class A Ordinary Shares and 0.020321 New Liberty Global Class C Ordinary Shares, as well as the Special Dividend;

-- under the First Dual Share Alternative, CWC Shareholders would be entitled to receive, for each CWC Share, 0.005593 New Liberty Global Class A Ordinary Shares, 0.013693 New Liberty Global Class C Ordinary Shares, 0.002343 New LiLAC Class A Ordinary Shares and 0.005739 New LiLAC Class C Ordinary Shares, as well as the Special Dividend; and

-- under the Second Dual Share Alternative, CWC Shareholders would be entitled to receive, for each CWC Share 0.004601 New Liberty Global Class A Ordinary Shares, 0.011265 New Liberty Global Class C Ordinary Shares, 0.002343 New LiLAC Class A Ordinary Shares and 0.005739 New LiLAC Class C Ordinary Shares, as well as the Special Dividend.

At such illustrative Exchange Ratio and Alternative Exchange Ratio:

-- the consideration under the Recommended Offer would represent an indicative value of 83.02 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 31 December 2015);

-- the consideration under the First Dual Share Alternative would represent an indicative value of 80.23 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 31 December 2015); and

-- the consideration under the Second Dual Share Alternative would represent an indicative value of 70.67 pence per CWC Share (including the Special Dividend and using the Closing Price of Liberty Global Shares on 31 December 2015),

based on the following:

-- the Closing Price of $42.36 per Liberty Global Class A Ordinary Share on 31 December 2015;

-- the Closing Price of $40.77 per Liberty Global Class C Ordinary Share on 31 December 2015;

   --          the Closing Price of $41.37 per LiLAC Class A Ordinary Share on 31 December 2015; 
   --          the Closing Price of $43.00 per LiLAC Class C Ordinary Share on 31 December 2015; 

-- a volume weighted average price of $40.04 per Liberty Global Class A Ordinary Share over the 10-day period ending on and including 31 December 2015;

-- a volume weighted average price of $38.50 per Liberty Global Class C Ordinary Share over the 10-day period ending on and including 31 December 2015;

   --          an exchange rate of 1.4747 USD per 1 GBP; 

-- as at the close of business on 31 December 2015, CWC had 4,438,594,233 shares in issue and outstanding on a fully diluted basis;

-- the assumption that no CWC Shareholders who elect for the Recommended Offer also elect for the LiLAC Alternative.

Exchange Ratio Calculation Period

On 17 December 2015, CWC announced that the CWC US Carve-Out had been completed.

Accordingly, the Exchange Ratio Calculation Period commenced on 18 December 2015.

Capitalised terms used but not otherwise defined in this announcement shall have the meanings given to them in this Announcement.

 
 Enquiries: 
 CWC 
 Kunal Patel                          Tel: +44 (0) 
                                       20 7315 4083 
 Mike Gittins                         Tel: +44 (0) 
                                       20 7315 4184 
 
 Evercore Partners International      Tel: +44 (0) 
  LLP (lead financial adviser and      20 7653 6000 
  Rule 3 adviser to CWC) 
 Bernard Taylor 
 Julian Oakley 
 
 J.P. Morgan Cazenove (financial      Tel: +44 (0) 
  adviser and corporate broker to      20 7742 4000 
  CWC) 
 David Mayhew 
 Alex Watkins 
 
 Deutsche Bank AG, London Branch      Tel: +44 (0) 
  (corporate broker to CWC)            20 7545 8000 
 Matt Hall 
 
 Maitland (public relations adviser   Tel: +44 (0) 
  to CWC)                              20 7379 5151 
 Neil Bennett 
 Daniel Yea 
 
 

Important notices relating to financial advisers

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for CWC and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than CWC for providing the protections afforded to clients of Evercore nor for giving advice in connection with the matters referred to in this announcement. Neither Evercore nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort, under statute or otherwise) to any person who is not a client of Evercore in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for CWC and no one else in connection with the Transaction and the contents of this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than CWC for providing the protections afforded to clients of J.P. Morgan Cazenove, or for providing advice in relation to the Transaction, the contents of this announcement or any other matters referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the Prudential Regulation Authority. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the Prudential Regulation Authority and Financial Conduct Authority. Details about the extent of its authorisation and regulation by the Prudential Regulation Authority, and regulation by the Financial Conduct Authority, are available on request or from www.db.com/en/content/eu_disclosures.htm.

Deutsche Bank AG, acting through its London branch ("DB"), is acting as corporate broker to CWC and no other person in connection with this announcement or its contents. DB will not be responsible to any person other than CWC for providing any of the protections afforded to clients of DB, nor for providing any advice in relation to any matter referred to herein. Without limiting a person's liability for fraud, neither DB nor any of its subsidiary undertakings, branches or affiliates nor any of its or their respective directors, officers, representatives, employees, advisers or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of DB in connection with this announcement, any statement contained herein or otherwise.

Further information

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