TIDMMANX
RNS Number : 0522Y
Manx Telecom PLC
03 May 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 OF
SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN EU
REGULATION NO. 596/2014 AND IS MADE IN ACCORDANCE WITH THE
COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF THAT REGULATION
3 May 2019
RECOMMED CASH OFFER
for
Manx Telecom plc
by
Kelion Bidco Limited
(a newly incorporated company owned by Basalt Infrastructure
Partners II A L.P., Basalt Infrastructure Partners II C L.P. and
Basalt Infrastructure Partners II D L.P., each acting through its
general partner Basalt Infrastructure Partners II GP Limited)
effected by means of a Scheme of Arrangement under
Section 157 of the Isle of Man Companies Act 2006
Court Sanction of Scheme of Arrangement and Suspension of
trading on AIM
Manx Telecom plc ("Manx" or the "Company") is pleased to
announce that the Scheme was sanctioned by the Court earlier today.
It is expected that the Scheme will become effective on 9 May
2019.
Dealings in Manx Ordinary Shares will be suspended from trading
on AIM with effect from 7.30 a.m. on 8 May 2019. Subject to the
Scheme becoming effective, it is expected that the admission of
Manx Ordinary Shares to trading on AIM will be cancelled at 7.00
a.m. on 10 May 2019.
Defined terms used but not defined in this announcement have the
meaning given to them in the scheme circular to Manx Shareholders
dated 29 March 2019.
Enquiries:
Manx via Powerscourt Group
Gary Lamb / Iarla Hughes Tel: +44 (0) 207 766
Oakley Advisory (Lead financial adviser 6900
to Manx)
Chris Godsmark / Marc Jones
Liberum (Nominated Adviser, financial Tel: +44 (0) 203 100
adviser and corporate broker to Manx) 2000
Steve Pearce / Josh Hughes
Powerscourt Group (Public relations adviser Tel: +44 (0) 207 250
to Manx) 1446
Elly Williamson / Celine MacDougall
IMPORTANT NOTICES
Oakley Advisory Limited, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting exclusively
for Manx and for no one else in connection with the Acquisition and
will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Oakley Advisory or for providing advice in
relation to the Acquisition, the contents of this document or any
other matter referred to in this document.
Liberum Capital Limited, which is authorised and regulated in
the UK by the Financial Conduct Authority, is acting as nominated
adviser, financial adviser and corporate broker exclusively for
Manx and for no one else in connection with the Acquisition and
will not regard any other person as its client, nor will it be
responsible to any other person for providing the protections
afforded to clients of Liberum or for providing advice in relation
to the Acquisition, the contents of this document or any other
matters referred to in this document.
Neither Oakley Advisory Limited or Liberum Capital Limited nor
any of their subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client in
connection with the Acquisition, any statement contained herein or
otherwise.
Overseas Shareholders
The availability of the Acquisition to Overseas Shareholders and
the distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom and Isle of Man may be
restricted by the laws of those jurisdictions and therefore persons
into whose possession this Announcement comes should inform
themselves of, and observe, any such restrictions.
The Acquisition relates to shares of an Isle of Man company and
is proposed to be effected by means of a scheme of arrangement
under the laws of the Isle of Man. A transaction effected by means
of a scheme of arrangement is not subject to the proxy solicitation
or tender offer rules under the US Exchange Act. Accordingly, the
Scheme is subject to the disclosure requirements, rules and
practices applicable in the Isle of Man to schemes of arrangement,
which differ from the requirements of the US proxy solicitation and
tender offer rules or the laws of other jurisdictions outside the
United Kingdom or the Isle of Man.
Bidco reserves the right to elect with the consent of the Panel,
to implement the Acquisition by way of a Takeover Offer. In such
event, the Takeover Offer will be made in compliance with all
applicable laws and regulations.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall 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. Accordingly, any person
(including without limitation, nominees, trustees and custodians)
who would, or otherwise intends to, forward this Announcement to
any jurisdiction outside the United Kingdom or Isle of Man should
seek appropriate professional advice before doing so. In
particular, the ability of persons who are not resident in the
United Kingdom or Isle of Man to vote their Ordinary Shares at the
Court Meeting or the General Meeting or to execute and deliver
Forms of Proxy appointing another to vote their Ordinary Shares in
respect of the Court Meeting or the General Meeting on their
behalf, may be affected by the laws of the relevant jurisdiction in
which they are located.
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 Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purposes of complying
with the laws of England and Wales and the Isle of Man 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 of
England and Wales and the Isle of Man.
This Announcement 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 pursuant to
the Scheme or otherwise, in any jurisdiction in which such offer,
invitation or solicitation is unlawful.
Notice to US Investors
Manx Shareholders in the United States should note that the
Acquisition relates to the securities of a company incorporated in
the Isle of Man and is proposed to be effected by means of a scheme
of arrangement under the laws of the Isle of Man. This
Announcement, and certain other documents relating to the
Acquisition have been or will be prepared in accordance with Isle
of Man law, English law, the Takeover 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
Acquisition is subject to the disclosure requirements of and
practices applicable in the Isle of Man and the United Kingdom to
schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules. If, in the future, Bidco exercises the right to
implement the Acquisition by way of a Takeover Offer and determines
to extend the offer into the United States, the Acquisition will be
made in compliance with applicable United States laws and
regulations, including any applicable exemptions under the US
Exchange Act.
Manx's financial statements, and all financial information that
is included in this Announcement, or any other documents relating
to the Acquisition, have been or will be prepared in accordance
with IFRS and may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Manx Shares pursuant to
the Scheme will likely 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 Manx
Shareholder is urged to consult his independent professional
adviser immediately regarding the tax consequences of the
Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and
claims arising out of US federal securities laws, since Bidco and
Manx are located in countries other than the US, and some or all of
their officers and directors may be residents of countries other
than the US. US holders 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 practice in the UK and the Isle of Man
and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Manx outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes Effective, 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
United Kingdom and the Isle of Man, will be reported to a
Regulatory Information Service and will be available on the London
Stock Exchange website at www.londonstockexchange.com.
Forward looking statements
This Announcement contains statements about Bidco, the Wider
Bidco Group, Basalt Infrastructure Partners LLP and Manx that are
or may be forward-looking statements which are prospective in
nature. All statements other than statements of historical facts
may be forward-looking statements. Often, but not always, forward
looking statements can be identified by the use of forward-looking
words such as "targets", "plans", "believes", "expects", "aims",
"intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal", "strategy" or words or terms of similar substance or the
negative thereof. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Manx's operations and potential synergies
resulting from the Acquisition; and (iii) the effects of government
regulation on Manx's business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this Announcement. All subsequent oral or written
forward-looking statements attributable to Bidco, the Wider Bidco
Group, Basalt Infrastructure Partners LLP, the members of the
Basalt Investment Committee or Manx or any of their respective
members, directors, officers or employees or any persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statement above. Bidco, the Wider Bidco Group, Basalt
Infrastructure Partners LLP, the members of the Basalt Investment
Committee and Manx disclaim any obligation to update any
forward-looking or other statements contained in this Announcement,
except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement should be
interpreted to mean that earnings or earnings per ordinary share
for Bidco or Manx, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per ordinary share for Bidco or
Manx, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) 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 1 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 p.m.
(London time) 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 Website(s) and Availability of Hard Copies
This document, together with any information incorporated by
reference into this document, will be available free of charge
(subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions) on the following websites
during the course of the Acquisition:
-- https://www.manxtelecom.com/about/investors; and
-- https://www.basaltinfra.com/#news.
Manx Shareholders and any other person to whom this document has
been sent, may request a hard copy of this document (and any
information incorporated by reference in this document) by
contacting Computershare Investor Services (Jersey) Limited during
business hours on +44 (0) 370 707 4040 or by submitting a request
in writing to the Registrar at Computershare Investor Services
(Jersey) Limited, Queensway House, Hilgrove Street, St Helier,
Jersey, JE1 1ES Channel Islands. Calls are charged at the standard
geographic rate and will vary by provider. Lines will be open
between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in Jersey. Unless such a person makes such a request, a
hard copy of this document and any such information incorporated by
reference in it will not be sent to that person. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition be in
hard copy form.
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
SOABGGDUBSGBGCX
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