TALK Talktalk Telecom Group Plc

TIDMTALK

RNS Number : 0572O

TalkTalk Telecom Group PLC

05 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 OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EXEMPT DOCUMENT AND TALKTALK SHAREHOLDERS SHOULD NOT MAKE ANY DECISION IN RELATION TO THE CONSIDERATION SHARES EXCEPT ON THE BASIS OF THE INFORMATION TO BE CONTAINED IN THE SCHEME DOCUMENT PUBLISHED TODAY.

FOR IMMEDIATE RELEASE

5 February 2021

RECOMMED ACQUISITION

of

TALKTALK TELECOM GROUP PLC

by

TOSCA IOM LIMITED

to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Publication and posting of Scheme Document

On 17 December 2020, it was announced that the board of Tosca IOM Limited (the "Offeror") and the independent directors of TalkTalk Telecom Group PLC ("TalkTalk" or the "Company") had reached agreement on the terms of a recommended acquisition by the Offeror of the entire issued and to be issued share capital of TalkTalk. The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme").

The Board of the Offeror and the Independent TalkTalk Directors are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy and Form of Election, is today being published and posted to TalkTalk Shareholders (other than to TalkTalk Shareholders in certain Restricted Jurisdictions) and, for information only, to persons with information rights and participants in the TalkTalk Share Plans.

The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, a letter from the Independent Committee of TalkTalk, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, details of the actions to be taken by TalkTalk Shareholders entitled to vote at the Court Meeting and/or the General Meeting and details of the actions to be taken by TalkTalk Shareholders who wish to elect for the Alternative Offer. As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of TalkTalk Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting.

The Scheme Document will be made available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on TalkTalk's website at www.talktalkgroup.com. Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and the General Meeting

The Court Meeting and the General Meeting are scheduled to be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP on 1 March 2021 with the Court Meeting scheduled to commence at 10.00 a.m. and the General Meeting scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

Subject to the requisite approval of TalkTalk Shareholders at the Court Meeting and the General Meeting, the sanction of the Scheme and the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 12 March 2021.

In light of the Coronavirus (COVID-19) pandemic, TalkTalk Shareholders will not be able to attend the Court Meeting or the General Meeting in person, however, TalkTalk Shareholders can attend remotely, submit written questions and vote at the Court Meeting and/or the General Meeting via the Virtual Meeting Platform, further details of which are set out in the Scheme Document. Guidance on remotely accessing and participating in the Meetings via the Virtual Meeting Platform will also be available at www.talktalkgroup.com and will be sent to TalkTalk Shareholders in hard copy.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Accordingly, TalkTalk Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST) set out in the Scheme Document. TalkTalk Shareholders are also strongly encouraged to appoint "the Chairman of the meeting" as their proxy. If any other person is appointed as proxy, he or she will not be permitted to attend the relevant Meeting in person, but will be able to attend, submit written questions and/or any objections and vote at the relevant Meeting remotely via the Virtual Meeting Platform, as described in the Scheme Document and in the Virtual Meeting Guide.

Cancellation of listing and admission of TalkTalk Shares to trading

If the Scheme becomes Effective in accordance with its terms, it is currently expected that the TalkTalk Shares will be temporarily suspended from the Official List and from trading on the London Stock Exchange's main market for listed securities at 7.30 a.m. on 12 March 2021 and subsequently cancelled from trading on the London Stock Exchange's main market for listed securities and removed from listing on the Official List, at 8.00 a.m. on 15 March 2021.

Expected timetable of principal events

A detailed timetable of principal events for the Scheme is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

 
 Panmure Gordon (UK) Limited (financial         Tel: +44 (0) 20 7886 2500 
  adviser to the Offeror) 
  Dominic Morley 
  Nick Lovering 
  Alina Vaskina 
 Maitland/AMO (Media enquiries for Tosca        Tel: +44 (0) 207 379 5151 
  Penta) 
  Neil Bennett 
  Jason Ochere 
 
 Barclays Bank PLC, acting through its          Tel: +44 (0) 20 7623 2323 
  Investment Bank (Joint lead financial 
  adviser, joint Rule 3 adviser and joint 
  corporate broker to TalkTalk) 
  Robert Mayhew 
  Derek Shakespeare 
  Alex Evans 
  Akshay Majithia 
 Deutsche Bank AG, London Branch (Joint         Tel: +44 (0) 20 7545 8000 
  lead financial adviser, joint Rule 
  3 adviser and joint corporate broker 
  to TalkTalk) 
  James Arculus 
  David Ibanez 
  Anna Mills 
 Lazard & Co., Limited (financial adviser       Tel: +44 (0) 20 7187 2000 
  to TalkTalk) 
  Cyrus Kapadia 
  Nicholas Page 
  TalkTalk 
   Tim Warrington, Head of Investor Relations     Tel: +44 (0) 7775 414 240 
   Dominic Laurie, Head of Communications         Tel: +44 (0) 7814 810 626 
   and Campaigns 
 

Important notices relating to financial advisers

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for the Offeror and Tosca Penta and for no-one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than the Offeror and Tosca Penta for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for TalkTalk as joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no-one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than TalkTalk for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in TalkTalk securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website.

Deutsche Bank AG, London Branch ("Deutsche Bank") is acting exclusively for TalkTalk as its joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no other person in relation to the Acquisition and the matters described in this announcement, and Deutsche Bank will not be responsible to any person other than TalkTalk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for TalkTalk and for no one else in connection with the Acquisition and will not be responsible to anyone other than TalkTalk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither Lazard & Co., Limited nor any of its affiliates 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 Lazard & Co., Limited in connection with this document, any statement contained herein, the Acquisition or otherwise.

Notice to US investors

The Consideration Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

For the purposes of qualifying for the exemptions from the registration requirements of the US Securities Act afforded by Section 3(a)(10), TalkTalk will advise the Court through counsel that the Court's sanction of the Scheme will be relied upon by the Offeror as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to TalkTalk Shareholders at which hearing all such shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all TalkTalk Shareholders.

TalkTalk Shareholders who are, or will be, affiliates of the Offeror after the Effective Date will be subject to certain US transfer restrictions relating to the Consideration Shares received pursuant to the Scheme. Otherwise, the Consideration Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than certain affiliates of the Offeror) may resell them without restriction under the US Securities Act.

The receipt of Consideration Shares or cash pursuant to the Acquisition by a US TalkTalk Shareholder will be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each TalkTalk Shareholder is urged to consult their independent professional advisor immediately regarding the tax consequences of the Acquisition. US TalkTalk Shareholders should also read sub-paragraph 18.2 of Part II (Explanatory Statement) of the Scheme Document.

It may be difficult for US TalkTalk Shareholders to enforce their rights and claims arising out of the US federal securities laws, since the Offeror and TalkTalk 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 TalkTalk Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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 judgment.

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 document. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 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 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 websites

A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TalkTalk's website at www.talktalkgroup.com , on Toscafund's website at www.toscafund.com and on Penta's website at www.pentacapital.com by no later than 12 noon on the Business Day following the date of this announcement and up to and including the Effective Date.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

APPIX

Expected timetable of principal events

 
 Event                                                      Time and/or date 
 Latest time for receipt of blue              10.00 a.m. on 25 February 2021 
  Forms of Proxy/CREST Proxy instructions 
  for the Court Meeting 
 Latest time for receipt of white             10.15 a.m. on 25 February 2021 
  Forms of Proxy/CREST Proxy instructions 
  for the General Meeting 
 Voting Record Time                         6.30 p.m. on 25 February 2021(1) 
 Court Meeting                                    10.00 a.m. on 1 March 2021 
 General Meeting                               10.15 a.m. on 1 March 2021(2) 
 Latest time for receipt of yellow                 1.00 p.m. on 3 March 2021 
  Forms of Election or settlement 
  of TTE instructions through CREST 
 Latest time for withdrawals of                    1.00 p.m. on 3 March 2021 
  elections in respect of the Alternative 
  Offer 
 The following dates are subject to change (please see note (3) 
  below) 
 Court Hearing to sanction the                                 10 March 2021 
  Scheme and Court Order Date 
 Last day of dealings in, and for                           11 March 2021(4) 
  registration of transfers of, 

  and disablement in CREST of, TalkTalk 
  Shares 
 Scheme Record Time                               6.00 p.m. on 11 March 2021 
 Suspension of TalkTalk Shares                    7.30 a.m. on 12 March 2021 
  from the Official List and from 
  trading on the London Stock Exchange's 
  main market for listed securities 
 Effective Date                                                12 March 2021 
 Delisting of TalkTalk Shares                  By no later than 8.00 a.m. on 
                                                               15 March 2021 
 Latest date for despatch of cheques                           26 March 2021 
  and crediting of CREST accounts 
  for the Cash Consideration due 
  under the Scheme and share certificates 
  in respect of Consideration Shares 
 Long Stop Date                                                 30 June 2021 
 

Unless otherwise stated, all references to times in this announcement are to London times.

The Court Meeting and the General Meeting will each be held at the offices of TalkTalk at Phoenix Brewery, 13 Bramley Road, London, W10 6SP.

Notes:

1. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the adjourned meeting will be 6.30 p.m. on the date two days before the date set for the adjourned meeting.

2. To commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

3. These times and dates are indicative only and will depend, amongst other things, on the date upon which:

   (a)   the Court sanctions the Scheme; 
   (b)   the Court Order is delivered to the Registrar of Companies; and 

(c) the Conditions set out in Part III (Conditions to the implementation of the Acquisition)of the Scheme Document are satisfied or (if capable of waiver) waived.

If any of the expected dates change, TalkTalk will, unless the Panel otherwise consents, give notice of the change by issuing an announcement through a Regulatory Information Service and/or sending a further circular to TalkTalk Shareholders and to persons with information rights.

4. TalkTalk Shares released, transferred or issued under the TalkTalk Share Plans may be registered after this date provided the transfer of any TalkTalk Shares is made prior to the Scheme Record Date.

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END

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February 05, 2021 02:00 ET (07:00 GMT)