Cable & Wireless Worldwide PLC Scheme of arrangement (7039I)
27 Juli 2012 - 2:02PM
UK Regulatory
TIDMCW. TIDMVOD
RNS Number : 7039I
Cable & Wireless Worldwide PLC
27 July 2012
27 July 2012
Scheme of Arrangement of Cable & Wireless Worldwide plc
("CWW")
Recommended Cash Offer for CWW
By Vodafone Europe B.V. ("Vodafone")
On 23 April 2012, CWW and Vodafone announced that they had
reached agreement on the terms of a recommended cash offer by
Vodafone for the entire issued and to be issued ordinary share
capital of CWW to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006. The Court
sanctioned the Scheme on 26 July 2012.
CWW and Vodafone are pleased to announce that the Scheme has now
become effective in accordance with its terms. Holders of Scheme
Shares are entitled to receive 38 pence for each Scheme Share held
by them at the Scheme Record Time (6.00 p.m. on 25 July 2012).
Settlement consideration will be sent to Scheme Shareholders by 10
August 2012.
CWW has made an application to the UK Listing Authority and the
London Stock Exchange for the listing of CWW Shares on the Official
List of the UK Listing Authority and admission to trading on the
London Stock Exchange's main market for listed securities, in each
case to be cancelled with effect from 8:00 a.m. (London time) on 30
July 2012.
In light of the above, CWW's annual general meeting, which was
due to be held at 2 pm on 19 September 2012, has been cancelled.
Shareholders will receive a letter confirming this fact within the
next few days.
Defined terms used but not defined in this announcement have the
meanings set out in the Scheme Document sent to CWW Shareholders on
21 May 2012.
For enquiries please contact:
Cable & Wireless Worldwide plc
Paul Moore, Retail Shareholder Relations Tel: +44 (0)7794 999
815
Roy Teal, Institutional Investor Relations Tel: +44 (0)7822 820
762
Will Cameron, Media Relations Tel: +44 (0)7822 803 889
Barclays (Joint financial adviser to CWW)
Mark Warham Tel: +44 (0)20 7623
2323
Rothschild (Joint financial adviser to CWW)
Jeremy Boardman Tel: +44 (0)20 7280
5000
Deutsche Bank (Joint corporate broker to
CWW)
Drew Price Tel: +44 (0)20 7545
8000
Jefferies Hoare Govett (Joint corporate
broker to CWW)
Neil Collingridge Tel: +44 (0)20 7029
8500
Vodafone and Vodafone Group Plc
Investor Relations Tel: +44 (0)7919
Media Relations 990 230
Tel: +44 (0)1635
664 444
UBS (Financial adviser to Vodafone and Vodafone
Group Plc)
Simon Warshaw / Jonathan Rowley / Christian Tel: +44 (0)20 7567
Lesueur 8000
Citi (Joint corporate broker to Vodafone
Group Plc)
Nigel Mills / Charlie Lytle Tel: +44 (0)20 7986
4000
J.P. Morgan Cazenove (Joint corporate broker
to Vodafone Group Plc)
Laurence Hollingworth / Andrew Hodgkin Tel: +44 (0)20 7742
4000
Important notices
Barclays, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for CWW and no one else in connection with the Offer and other
matters referred to in this announcement and will not be
responsible to anyone other than CWW for providing the protections
afforded to clients of Barclays or for providing advice in
connection with the Offer or any matter or arrangement referred to
herein.
Rothschild, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for CWW and no one else in connection with the Offer and this
announcement and will not be responsible to anyone other than CWW
for providing the protections afforded to clients of Rothschild or
for providing advice in connection with the Offer or any matter or
arrangement referred to herein.
Deutsche Bank is authorised under German Banking Law (competent
authority: BaFin - Federal Financial Supervisory Authority) and
authorised and subject to limited regulation by the UK Financial
Services Authority. Details about the extent of Deutsche Bank's
authorisation and regulation by the UK Financial Services Authority
are available on request. Deutsche Bank is acting exclusively as
corporate broker to CWW and no one else in connection with the
contents of these materials and will not be responsible to anyone
other than CWW for providing the protections afforded to clients of
Deutsche Bank nor for providing advice in relation to any matter or
arrangement referred to herein.
Jefferies Hoare Govett, a division of Jefferies International
Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for CWW and
no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than CWW for providing the
protections afforded to clients of Jefferies Hoare Govett or for
providing advice in connection with the Offer or any matter or
arrangement referred to herein.
UBS, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for
Vodafone and Vodafone Group Plc and no one else in connection with
the Offer and this announcement and will not be responsible to
anyone other than Vodafone and Vodafone Group Plc for providing the
protections afforded to clients of UBS or for providing advice in
connection with the Offer or any matter or arrangement referred to
herein.
Citi, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as
corporate broker to Vodafone Group Plc and no one else in
connection with the Offer and this announcement and accordingly,
Citi will not be responsible to anyone other than Vodafone Group
Plc for providing advice in connection with the Offer or any matter
referred to herein and no-one other than Vodafone Group Plc will
benefit from the protections afforded to clients of Citi.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove and is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting
exclusively as corporate broker to Vodafone Group Plc and no one
else in connection with the Offer and this announcement and will
not be responsible to anyone other than Vodafone Group Plc for
providing the protections afforded to its clients or for providing
advice in connection with the Offer or any matter or arrangement
referred to herein.
You may request a hard copy of this announcement by contacting
CWW's Registrar, Equiniti, during business hours on 0871 384 2885
(from within the UK) or +44 121 415 0297 (from outside the UK) or
by submitting a request in writing to CWW's Registrar, Equiniti, at
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA. You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in
hard copy form.
Publication on Website
A copy of this announcement will be made available, free of
charge, (subject to any applicable restrictions with respect to
persons resident in Restricted Jurisdictions) on
www.cw.com/investors and www.vodafone.com/investor by no later than
12 noon (London time) on the day following publication of this
announcement. The content of the websites referred to in this
announcement are not incorporated into and do not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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