WLG Wireless Grp

TIDMWLG

RNS Number : 1796G

News Corporation

03 August 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

3 August 2016

PRESS ANNOUNCEMENT

FOR IMMEDIATE RELEASE

RECOMMED CASH OFFER

for

WIRELESS GROUP PLC ("WIRELESS")

by

NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK & IRELAND)")

an indirect wholly-owned subsidiary of

NEWS CORPORATION ("NEWS CORP")

SATISFACTION OF IRISH MERGER CONTROL CONDITION

News Corp (UK & Ireland) announces that on 2 August 2016 Ireland's Competition and Consumer Protection Commission ("CCPC") issued a clearance notification for the acquisition of Wireless and, accordingly, the Condition at paragraph 1(c) of Section A of Part III of the offer document, which was posted to Wireless Shareholders on 27 July 2016 (the "Offer Document"), has been satisfied. The CCPC's full announcement is available at http://www.ccpc.ie/enforcement/mergers/merger-notices/m16033-news-corpwireless.

Completion of the Offer remains subject to the satisfaction or waiver of the other Conditions, including certain additional Irish regulatory conditions, as set out in the Offer Document.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Offer Document.

Enquiries:

Lepe Partners (Financial Adviser to News

Corp and News Corp (UK & Ireland))

Julian Culhane +44 (0) 207 938 5810

Jonathan Goodwin

Brunswick Group LLP

Jonathan Glass +44 (0) 207 404 5959

Numis

(Financial Adviser and Rule 3 adviser to Wireless)

Nick Westlake +44 (0) 20 7260 1000

Lorna Tilbian

Chris Wilkinson

Michael Wharton

Goodbody

(Financial Adviser to Wireless)

Kevin Keating +353 1 667 0400

Linda Hickey

John Flynn

Important notices relating to financial advisers

Lepe Partners LLP ("Lepe"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for News Corp and News Corp (UK & Ireland) and no one else in connection with the Offer and will not be responsible to anyone other than News Corp and News Corp (UK & Ireland) for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Numis, nor for providing advice in relation to the matters referred to in this announcement. Neither Numis nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contact, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.

Goodbody Stockbrokers ("Goodbody"), is regulated in Ireland by the Central Bank of Ireland. Goodbody is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the matters referred to in this announcement.

Further information:

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer or an invitation to sell or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is effected solely through the Offer Document and the accompanying Form of Acceptance, which contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document is available for public inspection and also available on the websites of Wireless (www.wirelessgroupplc.com) and News Corp (www.newscorp.com).

Overseas jurisdiction

The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Wireless Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Wireless Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.

The Offer is not being made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

US investors

The Offer is being made for securities in a company incorporated in Northern Ireland with a listing on the London Stock Exchange and the Irish Stock Exchange and Wireless Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information relating to Wireless that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made in the United States, is being made pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1 under the Exchange Act, and otherwise in accordance with the requirements of the Takeover Code, the Panel and the London Stock Exchange. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer is being made solely by News Corp (UK & Ireland) and not by its financial adviser. Wireless is a company incorporated under the laws of Northern Ireland and News Corp (UK & Ireland) is a company incorporated under the laws of England and Wales. It may not be possible for Wireless Shareholders in the United States to effect service of process within the United States upon Wireless or News Corp (UK & Ireland) or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Wireless or News Corp (UK & Ireland) or their respective officers or directors, who may be residents of countries other than the United States, in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on

civil liability provisions of US federal securities laws.

In accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, News Corp (UK & Ireland) or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Wireless, otherwise than pursuant to the Offer, at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, certain of the financial advisers and their respective affiliates will continue to act as exempt principal traders in Wireless Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any public dealing disclosures required under the Takeover Code will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, 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.

Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking statements" concerning News Corp, News Corp (UK & Ireland) and Wireless. All statements other than statements of historical fact may be forward-looking statements. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants. Therefore undue reliance should not be placed on such statements, which speak only as of the date of this announcement. News Corp, News Corp (UK & Ireland) and Wireless assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing and Opening Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 (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 and availability of hard copies

A copy of this announcement together with all information incorporated into this announcement by reference to another source will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on News Corp's website at www.newscorp.com and Wireless' website at www.wirelessgroupplc.com by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference and do not form part of this announcement.

Wireless Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by submitting a request in writing to Wireless at Ormeau Road, Belfast, Co Antrim, BT7 1EB. A hard copy of this announcement will not be sent unless requested. Any such person may request that all future documents, announcements and information in relation to the Offer should be sent to them in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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(END) Dow Jones Newswires

August 03, 2016 11:09 ET (15:09 GMT)