TIDMKCOM
RNS Number : 5533H
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 (MIRAEL))
Implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Scheme of Arrangement becomes Effective
On 3 June 2019, the boards of KCOM Group Public Limited Company
(KCOM) and MEIF 6 Fibre Limited (MEIF 6 Fibre) announced that they
had reached agreement on the terms of a recommended cash
acquisition by MEIF 6 Fibre of the entire issued and to be issued
ordinary share capital of KCOM (the Acquisition) for a
consideration of 108 pence for each KCOM Scheme Share. The
Acquisition is being implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
Scheme).
On 12 July 2019, MEIF 6 Fibre announced a revised cash offer of
120.3 pence for each KCOM Scheme Share, to be implemented by way of
the Scheme.
On 26 July 2019, KCOM and MEIF 6 Fibre announced that the Scheme
had been approved by the requisite majority at the Court Meeting
and that the General Meeting Resolution had been passed at the
General Meeting.
On 30 July 2019 KCOM announced that the Court had made an order
sanctioning the Scheme (the Court Order) at the Court Hearing held
earlier that day.
The boards of directors of KCOM and MEIF 6 Fibre are pleased to
announce that, following delivery of the Court Order to the
Registrar of Companies earlier today, all conditions to the Scheme
have been satisfied or waived and the Scheme has now become
Effective.
Settlement of consideration
Under the terms of the Scheme, KCOM Scheme Shareholders on
KCOM's register of members at the Scheme Record Time, being 10.00
p.m. on 31 July 2019, are entitled to receive 120.3 pence for each
KCOM Scheme Share held. Cash entitlements will be rounded up to the
nearest penny. As set out in the scheme document sent to KCOM
Shareholders on 18 June 2019 (Scheme Document), the despatch of
cheques (for KCOM Scheme Shareholders holding KCOM Scheme Shares in
certificated form) and the crediting of CREST accounts with cash
consideration (for KCOM Scheme Shareholders holding KCOM Scheme
Shares in uncertificated form) will occur as soon as practicable
and in any event by 15 August 2019.
Cancellation of listing
It is expected that the cancellation of admission to trading of
KCOM Shares on the London Stock Exchange's main market for listed
securities, and cancellation of the admission of KCOM Shares to the
premium listing segment of the Official List of the Financial
Conduct Authority, will in each case take effect no later than 8.00
a.m. on 2 August 2019.
Other
If any of the expected times and/or dates above change, the
revised times and/or dates will be notified to KCOM Shareholders by
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions relating to
persons in Restricted Jurisdictions, also be available on KCOM's
website at www.kcomplc.com and Macquarie Infrastructure and Real
Assets' website at
www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer.
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.
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
Macquarie Infrastructure and Real Assets (acting
on behalf of MEIF 6 Fibre) +44 (0) 77 6545
Nicole Grove 2193
+44 (0) 77 9535
Patrick Gallagher 3820
Barclays (Financial adviser to MEIF 6 (managed
by MIRAEL) and MEIF 6 Fibre)
Omar Faruqui
Alex Evans
Sally Rushton +44 (0) 20 7623
Gaurav Gooptu 2323
Citigate Dewe Rogerson (PR adviser to MEIF +44 (0) 20 7638
6 Fibre) 9571
+44 (0) 7852
210 329
Caroline Merrell +44 (0) 7710
Toby Mountford 356 611
Important notices
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
MEIF 6 Fibre and MEIF 6 (managed by MIRAEL) and no one else in
connection with the matters described herein and will not be
responsible to anyone other than MEIF 6 Fibre and MEIF 6 (managed
by MIRAEL) for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters
described herein or any other matter referred to herein.
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.
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 is 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.
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 in any event 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.
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
SOASSISUFFUSEFA
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August 01, 2019 05:18 ET (09:18 GMT)
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