TIDMKCOM
RNS Number : 4361H
KCOM Group PLC
01 August 2019
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
1 August 2019
RECOMMED CASH ACQUISITION
OF
KCOM GROUP PUBLIC LIMITED COMPANY
by
MEIF 6 FIBRE LIMITED
a wholly-owned indirect subsidiary of Macquarie European
Infrastructure Fund 6 SCSp
(an investment fund managed by Macquarie Infrastructure and Real
Assets (Europe) Limited)
to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Announcement of suspension of listing and dealings in KCOM Group
Public Limited Company (KCOM) ordinary shares
Further to the announcement made on 30 July 2019 in relation to
the sanction of the Scheme by the Court, KCOM confirms that the
listing of KCOM Shares on the premium listing segment of the
Official List of the Financial Conduct Authority and the trading of
KCOM Shares on the main market for listed securities of the London
Stock Exchange have been suspended with effect from 7.30 a.m.
today, 1 August 2019.
Subject to the Scheme becoming Effective, it is expected that
the listing of KCOM Shares on the premium listing segment of the
Official List of the Financial Conduct Authority will be cancelled,
and that KCOM Shares will cease to be admitted to trading on the
main market for listed securities of the London Stock Exchange, by
8.00 a.m. on 2 August 2019.
Capitalised terms used but not defined in this announcement
shall, unless the context otherwise requires, have the same
meanings as given to them in the scheme document sent to KCOM
Shareholders on 18 June 2019 in relation to the Scheme (Scheme
Document).
All times set out in this announcement are London times.
Enquiries:
+44 (0) 1482
KCOM 602 595
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Rothschild & Co (Lead financial adviser to +44 (0) 20 7280
KCOM) 5000
Warner Mandel
Yasmine Benkhanouche
Pietro Franchi
Peel Hunt LLP (Joint financial adviser and +44 (0) 20 7418
joint broker to KCOM) 8900
Charles Batten
Edward Knight
Max Irwin
Investec Bank plc (Joint financial adviser +44 (0) 20 7597
and joint broker to KCOM) 5970
Patrick Robb
Andrew Pinder
Sebastian Lawrence
+44 (0) 20 3727
FTI Consulting (PR adviser to KCOM) 1000
Ed Bridges
Matt Dixon
Jamie Ricketts
Important notices
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is regulated in the United Kingdom by the FCA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to clients of Rothschild & Co or for providing advice
in relation to the Acquisition, the contents of this announcement
or any other matter or arrangement referred to herein.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated in
the United Kingdom by the FCA, is acting for KCOM and no-one else
in connection with the Acquisition and/or other matters set out in
this announcement and will not be responsible to anyone other than
KCOM for the protections offered to its clients nor for providing
advice in relation to the Acquisition or any matters referred to in
this announcement.
Investec Bank plc (Investec), which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to the clients of Investec or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter or arrangement referred to herein.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of KCOM
Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations in those jurisdictions and therefore any persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including
Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with applicable legal or regulatory requirements
of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person. Unless otherwise determined by MEIF 6
Fibre or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition 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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code 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.
The Acquisition will be subject to the applicable requirements
of English law, the Takeover Code, the Panel, the London Stock
Exchange and the FCA.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US Shareholders
KCOM Shareholders in the United States should note that the
Acquisition relates to the securities of an English company and is
proposed to be implemented pursuant to a scheme of arrangement
provided for under English company law. A transaction implemented
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 Acquisition will be subject to UK procedural
and disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England, which are
different from the disclosure requirements of the US tender offer
and proxy solicitation rules. The financial information included in
this announcement and other documentation relating to the
Acquisition has been or will have been prepared in accordance with
International Financial Reporting Standards and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement or the Scheme Document. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US
Shareholder as consideration pursuant to the terms of the
Acquisition may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
It may be difficult for US holders of KCOM Shares to enforce
their rights and claims arising out of the US federal securities
laws, since MEIF 6 Fibre and KCOM are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US holders of KCOM 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Macquarie Infrastructure and Real Assets' website
at www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer and on KCOM's
website at www.kcomplc.com promptly and by no later than 12 noon on
the Business Day following the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
Request for hard copies
KCOM Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement (and any information
incorporated into it by reference to another source) by contacting
Link Asset Services on 0371 664 0321 or by submitting a request in
writing to Link Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH, with an address to which
the hard copy may be sent. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside of
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday, excluding public holidays in England and Wales.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Acquisition or give any financial, legal or tax advice. KCOM
Shareholders may, subject to applicable securities laws, also
request that all future documents, announcements and information to
be sent in relation to the Acquisition should be in hard copy
form.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SRSEFLFXKDFLBBB
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