TIDMGOCO TIDMFUTR
RNS Number : 2609P
Goco Group PLC
16 February 2021
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
16 February 2021
RECOMMED CASH AND SHARE ACQUISITION
of
GOCO GROUP PLC ("GOCO GROUP")
by
FUTURE PLC ("FUTURE")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
On 25 November 2020, the Boards of GoCo Group plc ("GoCo Group")
and Future plc ("Future") announced the terms of a recommended cash
and share offer pursuant to which Future will acquire the entire
issued and to be issued share capital of GoCo Group (the
"Combination") to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published on 14 December 2020.
GoCo Group is pleased to announce that the High Court of Justice
in England and Wales has today sanctioned the Scheme pursuant to
which the Combination is being implemented.
It is anticipated that the Effective Date will be 17 February
2021, which is when a copy of the Court Order is expected to be
delivered to the Registrar of Companies. There has been no material
change to the expected timetable of principal events for the
Combination set out in the announcement made by GoCo Group made on
14 January 2021.
Applications have been made for the suspension of trading in
GoCo Group Shares on the London Stock Exchange's main market for
listed securities and the listing of GoCo Group Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and such suspensions are expected to take effect
from 7:30 a.m. on 17 February 2021, with today, 16 February 2021,
being the last day of dealings in, and for the registration and
transfer of, GoCo Group Shares. The de-listing of GoCo Group Shares
from the premium listing segment of the Official List of the
Financial Conduct Authority and the cancellation of the admission
to trading of GoCo Group Shares on the London Stock Exchange's main
market for listed securities have also been applied for and will,
subject to the Scheme becoming effective, take effect at 8:00 a.m.
(London time) on 18 February 2021.
Full details of the Combination are set out in the Scheme
Document published on 14 December 2020.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries
GoCo Group plc Tel: +44 (0)1633 654 060
Matthew Crummack, Chief Executive
Officer
Alan Burns, Chief Financial
Officer
Chris Wensley, VP - Investor
Relations & Strategy
Morgan Stanley & Co. International Tel: +44 (0)20 7425 8000
plc (Sole Financial Adviser
and Joint Corporate Broker
to GoCo Group plc)
Mark Rawlinson
Laurence Hopkins
Bobak Shoraka
Ben Grindley
Richard Brown
-------------------------
Peel Hunt LLP (Joint Corporate Tel: +44 (0)20 7418 8900
Broker to GoCo Group plc)
Edward Knight
Tom Ballard
Nick Prowting
-------------------------
Citigate Dewe Rogerson (PR Tel: +44 (0)20 7638 9571
Adviser to GoCo Group plc)
Chris Barrie
Jos Bieneman
-------------------------
Important notices
Morgan Stanley, which is authorised and regulated in the UK by
the Financial Conduct Authority ("FCA"), is acting exclusively for
GoCo Group and for no one else in connection with the matters
described in this Announcement and is not advising any other person
and, accordingly, will not be responsible to anyone other than GoCo
Group for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in relation to the matters
described in this Announcement.
Peel Hunt, which is authorised and regulated in the UK by the
FCA, is acting exclusively for GoCo Group and for no one else in
connection with the matters described in this Announcement and is
not acting for any other person and, accordingly, will not be
responsible to anyone other than GoCo Group for providing the
protections afforded to clients of Peel Hunt.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any
securities pursuant to the Combination or otherwise.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside England. Nothing in this
Announcement should be relied on for any other purpose.
This Announcement does not constitute a prospectus or prospectus
exempted document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the UK may be restricted
by the laws of those jurisdictions. Persons who are not resident in
the UK or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Combination disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Future or required by the Code, and
permitted by applicable law and regulation, the Combination will
not be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this Announcement and all documents relating to the Combination
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Combination to GoCo Group Shareholders
who are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the UK should inform themselves of, and observe,
any applicable requirements.
The Combination is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US Investors
The Combination relates to the securities of an English company
and is proposed to be effected by means of a scheme of arrangement
under English law. This Announcement and certain other documents
relating to the Combination have been or will be prepared in
accordance with English law, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the
Combination is subject to the disclosure requirements of and
practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the United States tender
offer and proxy solicitation rules. However, if Future elects to
implement the Combination by way of a Takeover Offer and determines
to extend the offer into the United States, the Takeover Offer will
be made in compliance with applicable United States laws and
regulations, including applicable US tender offer rules and any
applicable exemptions under the US Exchange Act and the US
Securities Act.
Financial statements or any other documents relating to the
Combination, have been or will be prepared in accordance with
International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash and shares by a US holder of GoCo Group
Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each GoCo Group Shareholder (including US holders) is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Combination applicable to them.
It may be difficult for US holders of GoCo Group Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Future and GoCo Group are located in
countries other than the US, and some of their officers and
directors may be residents of countries other than the US. US
holders of GoCo Group Shares may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Future, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in GoCo
Group outside of the US, other than pursuant to the Combination,
until the date on which the Combination and/or Scheme becomes
effective in accordance with its terms, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made, they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com
Publication of this Announcement on website
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be available, free
of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on GoCo Group's website at
www.gocogroup.com/investors by no later than 12.00 noon (London
time) on the Business Day following the date of this
Announcement.
For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this Announcement.
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END
SOASFUFSMEFSEIE
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