Placing of Easynet Shares
04 September 2003 - 9:04AM
UK Regulatory
RNS Number:3759P
Marconi Corporation PLC
04 September 2003
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
THE UNITED STATES, CANADA, JAPAN, AUSTRALIA
OR THE REPUBLIC OF IRELAND
Press enquiries:
Joe Kelly, tel: 020 7306 1771; email: joe.kelly@marconi.com
Investor enquiries:
Heather Green, tel: 020 7306 1735; email: heather.green@marconi.com
Placing of up to 44.7 million shares in Easynet Group Plc
LONDON - 4 September 2003 - Marconi Corporation plc ("Marconi", London: MONI)
announces that it intends to sell up to 44,682,364 ordinary shares of 4 pence
each (the "Placing Shares") in Easynet Group Plc ("Easynet", London: ESY).
The Placing Shares will be placed by Hoare Govett Limited through an accelerated
bookbuilding exercise (the "Placing") and will be made available to new and
existing eligible institutional shareholders. The Placing will be conducted in
accordance with the terms and conditions set out in the appendix to this
announcement and will close by no later than 6.30pm today but may be closed
earlier.
The Placing Shares will comprise new listed ordinary shares ("New Ordinary
Shares") arising on the conversion of Marconi's holding of 44,682,364 unlisted
non-voting ordinary shares in Easynet (the "Conversion"). The Placing is
conditional, inter alia, on admission of the New Ordinary Shares to the Official
List of the UK Listing Authority and to trading on the London Stock Exchange
(together "Admission"). Settlement will be T + 5 from the closing of the
Placing.
All Placing Shares sold in the Placing will be sold free of stamp duty, credited
as fully paid and will rank pari passu in all respects with Easynet's existing
listed ordinary shares, including the right to receive all dividends and other
distributions declared, made or paid (if any) after the close of the Placing.
Assuming the sale of the maximum number of 44,682,364 Placing Shares, following
the Placing Marconi will cease to have an interest in the share capital of
Easynet.
Hoare Govett Limited
Lee Morton 020 7678 8000
Charles Lytle 020 7678 8000
This announcement is not for publication, distribution or release in or into the
United States of America (including its territories and possessions, any state
of the United States and the District of Columbia), Australia, Canada, Japan or
the Republic of Ireland, or in any other jurisdiction where such publication,
distribution or release is unlawful.
This announcement does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in the United States or in
any other jurisdiction. The securities referred to herein have not been and will
not be registered under the United States Securities Act of 1933, as amended,
and will not be offered or sold in the United States except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States or in any other jurisdiction.
This announcement has been issued by and is the sole responsibility of Marconi.
Members of the public are not eligible to take part in the Placing. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, is directed only at persons who have professional
experience in matters relating to investments who fall within article 19(1) of
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the "Order") or are persons falling within article 49(2) (a) to (d) of
the Order (all such persons together being referred to as "Relevant Persons").
This announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, must not be acted on or relied on by persons who are
not Relevant Persons. Any investment activity in so far as relating to
participation in the Placing is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Hoare Govett Limited is regulated in the United Kingdom by the Financial
Services Authority. Hoare Govett Limited is acting exclusively for Marconi and
no-one else in connection with the Placing and will not be responsible to anyone
other than Marconi for providing the protections afforded to customers of Hoare
Govett Limited or for providing advice in relation to the Placing or any other
matter referred to herein.
Notes to Editors
About Marconi Corporation plc
Marconi Corporation plc is a global telecommunications equipment, services and
solutions company. The company's core business is the provision of innovative
and reliable optical networks, broadband routing and switching and broadband
access technologies and services. The company's customer base includes many of
the world's largest telecommunications operators.
The company is listed on the London Stock Exchange under the symbol MONI.
Additional information about Marconi Corporation can be found at
www.marconi.com.
Appendix
TERMS AND CONDITIONS
Important information on the Placing
If you choose to participate in the Placing by making an oral offer to acquire
Placing Shares you will be deemed to have read and understood this announcement
in its entirety, to be making such an offer on the terms and conditions
contained in it and to be providing the representations, warranties and
acknowledgements contained in this announcement.
The attention of overseas persons is drawn to the paragraph headed "Overseas
persons" below.
Participation in the Placing
This announcement sets out the basis on which Hoare Govett is conducting the
Placing. If you wish to participate you should communicate by telephone with
your usual sales contact (or with Lee Morton on 020 7678 8000). If successful,
your allocation will be confirmed to you orally, or by fax, by 6.30pm today or
such earlier time as may be determined. Following Hoare Govett's confirmation to
you whether orally or by fax you will be legally bound to purchase the Placing
Shares comprised in your Placing participation on the terms and conditions set
out in this announcement which you will be deemed to have read and understood.
The Placing will close in any event at 6.30pm today, but may be closed earlier
at the sole discretion of Hoare Govett and Marconi. A further announcement will
be made once the Placing closes, detailing the price at which the Placing Shares
have been placed (the "Placing Price Announcement").
Principal terms of the Placing
Hoare Govett is arranging the Placing as agent for Marconi. The Placing will
establish a single price payable by all placees (the "Placing Price"). The
Placing Price will be agreed by Hoare Govett and Marconi. As soon as practicable
after the Placing Price has been determined, the Placing Price Announcement will
be made. Commitments to acquire shares in the bookbuilding process will be
legally binding upon you to the extent that they are not varied or revoked prior
to the close of the Placing and will not be capable of variation or revocation
after the close of the Placing. The Placing may be closed with demand for less
than all the Placing Shares in which case the balance of the Placing Shares will
be retained by Marconi. Hoare Govett retains absolute discretion as to
allocations of Placing Shares. Any Placing Shares which are successfully
allocated to placees in the Placing ("Placing Participation") will be free of
stamp duty and stamp duty reserve tax (at a rate of 0.5 per cent.). No
commissions will be paid to placees or by placees in respect of any Placing
Participation. The contract created by the acceptance of a bid will be governed
by English law.
Listing particulars
Applications will today be made to the UK Listing Authority and to the London
Stock Exchange for Admission of the New Ordinary Shares. Easynet will be
publishing listing particulars on the date hereof in relation to the application
for Admission (the "Listing Particulars"). Commitments by placees will be made
on the basis of publicly filed information relating to Easynet (including the
interim results for the six months ended 30 June 2003 and the Listing
Particulars).
Details of the Placing Agreement and the Placing Shares
Hoare Govett entered into a Placing Agreement on 4 September 2003 (the "Placing
Agreement") with Marconi whereby Hoare Govett has, subject to the conditions set
out therein, agreed to use its reasonable endeavours, as agent for Marconi, to
procure placees to purchase the Placing Shares.
The Placing Shares will comprise up to 44,682,364 New Ordinary Shares. The
Placing Shares will on completion of the Placing rank pari passu in all respects
with the existing issued Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid (if any) after the
close of the Placing. The Placing is to be settled on a T+5 basis.
Conditions of the Placing
The Placing of the Placing Shares will be conditional on:
(a) there not having occurred or arisen, subsequent to the Listing Particulars
being published but prior to Admission, any significant change or new matter
requiring the publication of any supplementary listing particulars pursuant to
section 81 of the Financial Services and Markets Act 2000 ("FSMA") and the
Listing Rules (save that Hoare Govett may, in its absolute discretion, waive
this condition in writing in respect of any significant change or new matter in
respect of which supplementary listing particulars have been published by or on
behalf of the Company); and
(b) Admission occurring on or before 9.00 am on 10 September 2003.
Hoare Govett has no right to terminate the Placing Agreement. If the conditions
referred to above are not satisfied, the Placing will lapse and your rights and
obligations in respect of the Placing shall cease and determine at such time and
no claim will be capable of being made by you in respect thereof. By
participating in the Placing you agree that your rights and obligations
hereunder will terminate only in the circumstances described above and will not
be capable of rescission or termination by you.
Representations and warranties
By participating in the Placing you represent, warrant and acknowledge that:
1. you are not applying as, or as (a) nominee(s) or agent(s) of, (a) person(s)
who is/are, or may be, (a) person(s) liable to stamp duty or stamp duty
reserve tax at a rate in excess of 0.5 per cent under sections 67, 70, 93 or
96 of the Finance Act 1986 (depository receipts and clearance services);
2. you and any person acting on your behalf fall within paragraph 3(a) of
Schedule 11 FSMA, being a person whose ordinary activities involve
acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of your business and within Article 19 and/or 49 of
the Financial Services and Markets Act 2000 (Financial Promotion) Order
2001, as amended (which exempts certain communications to investment
professionals and to high net worth companies and unincorporated
associations), and undertake that you will acquire, hold, manage or dispose
of the Placing Shares comprised in your Placing Participation for the
purposes of your business;
3. you have complied and will comply with all applicable provisions of FSMA with
respect to anything done by you in relation to the Placing Shares in, from
or otherwise involving the United Kingdom;
4. you have complied with your money laundering obligations under the Criminal
Justice Act 1993 and Money Laundering Regulations (1993) (the "Regulations")
and, if you are making payment on behalf of a third party, that satisfactory
evidence has been obtained and recorded by you to verify the identity of the
third party as required by the Regulations;
5. you have read this announcement in its entirety and acknowledge that the
Listing Particulars have been prepared in connection with the New Ordinary
Shares;
6. you and any person acting on your behalf will pay for the Placing Shares
acquired by you as required herein on the due time and date set out herein,
failing which the relevant Placing Shares may be placed with other
purchasers at such price as Hoare Govett determines and you will remain
liable for any shortfall and you may be required to bear any stamp duty or
stamp duty reserve tax (together with any interest or penalties);
7. the person who you or anyone acting on your behalf specifies for registration
as holder of the Placing Shares will be (i) you or (ii) a nominee of you, as
the case may be. Neither Hoare Govett nor Marconi will be responsible for
any liability to stamp duty or stamp duty reserve tax resulting from a
failure to observe this requirement;
8. in participating in the Placing the only information which you have relied
upon is that contained in this announcement or in any other information
previously published by Easynet by notification to the Company Announcements
Office of the London Stock Exchange or otherwise publicly filed by Easynet
(provided that before relying on any previously published information you
should make your own investigations and satisfy yourself that the
information is still current);
9. you are entitled to purchase Placing Shares under the laws of all relevant
jurisdictions which apply to you and that you have fully observed such laws
and obtained all governmental and other consents which may be required
thereunder and complied with all necessary formalities;
10. you are outside the United States (as defined in Regulation S under the
United States Securities Act of 1933, as amended (the "Securities Act")) or
a "Qualified Institutional Buyer" (within the meaning of Rule 144A of the
Securities Act);
11. you are not a resident of Australia, Canada, Japan or the Republic of
Ireland and you are not applying for the Placing Shares on behalf of or with
a view to the re-offer, resale, transfer or delivery to or for the account
or benefit of any such person;
12. you acknowledge (and any person acting on your behalf shall be deemed to
acknowledge) that participation in the Placing is on the basis that you are
not and will not be clients of Hoare Govett, that Hoare Govett is acting for
Marconi in relation to the Placing and does not have duties (whether
fiduciary or otherwise) or responsibilities to you in providing the
protections afforded to its clients nor for providing advice in relation to
the Placing nor in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement nor for the exercise or performance
of any of its rights and obligations thereunder;
13. neither Hoare Govett nor any person acting on its behalf has or shall have
any responsibility or liability whatsoever, express or implied, for any
publicly available or filed information or representation relating to
Easynet or Marconi included, or not included, in this document, the Listing
Particulars or otherwise, provided that nothing in this paragraph excludes
any liability of any person for fraudulent misrepresentation made by that
person;
14. Marconi shall not have any responsibility or liability whatsoever, express
or implied, for any publicly available or filed information or
representation relating to Easynet included, or not included, in this
document, the Listing Particulars or otherwise provided that nothing in this
paragraph excludes any liability for fraudulent misrepresentation made by
Marconi;
15. you have such knowledge and experience in financial and business matters as
to be capable of evaluating the merits and risks of an investment decision
to purchase the Placing Shares and you are able to bear the economic risk of
such investment, and are able to sustain a complete loss of your investment
in the Placing Shares. You have made your own investment decision in respect
of the Placing Shares, without reliance upon Marconi or Hoare Govett, on the
basis of your own independent investigation and appraisal of the business,
financial condition, creditworthiness, status and affairs of Easynet and of
the Placing Shares; and
16. all agreements to acquire Placing Shares in the Placing will be governed by
and construed in accordance with English law.
You acknowledge that Marconi and Hoare Govett and others will rely upon the
truth and accuracy of the foregoing representations, warranties and
acknowledgements.
Overseas persons
This announcement is not for publication, distribution or release in or into the
United States of America (including its territories and possessions, any state
of the United States and the District of Columbia), Australia, Canada, Japan or
the Republic of Ireland, or in any other jurisdiction where such publication,
distribution or release is unlawful.
This announcement does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in the United States or in
any other jurisdiction. The securities referred to herein have not been and will
not be registered under the Securities Act, and will not be offered or sold in
the United States except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.
This announcement does not constitute or form any part of any offer to the
public or invitation to sell or issue or any solicitation of any offer to the
public to purchase or subscribe for any securities of Easynet. Any such offer
may be made only pursuant to the posting of definitive offering documents (which
would include detailed financial information regarding Easynet and its
management) and only in such jurisdictions in which such offerings may be
permitted. The Placing Shares have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan or the Republic of
Ireland. Subject to certain limited exceptions the Placing Shares may not be
offered, sold, taken up, renounced or delivered within Australia, Canada, Japan,
the Republic of Ireland or the United States or to or by any national, resident
or citizen of such countries.
The publication or distribution of this announcement and the placing and/or
issue of Ordinary Shares in certain jurisdictions may be restricted by law. No
action has been taken by Marconi, Easynet or by Hoare Govett that would permit
an offer of Ordinary Shares or possession or distribution of this announcement
or any other offering or publicity material relating to Ordinary Shares in any
jurisdiction where action for that purpose is required other than in the United
Kingdom. Persons into whose possession this announcement comes are required to
inform themselves about and to observe any such restrictions.
General
This announcement has been issued by and is the sole responsibility of Marconi.
Members of the public are not eligible to take part in the Placing. This
announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, is directed only at persons who have professional
experience in matters relating to investments who fall within article 19(1) of
The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as
amended) (the "Order") or are persons falling within article 49(2) (a) to (d) of
the Order (all such persons together being referred to as "Relevant Persons").
This announcement, in so far as it constitutes an invitation or inducement to
participate in the Placing, must not be acted on or relied on by persons who are
not Relevant Persons. Any investment activity in so far as relating to
participation in the Placing is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
Hoare Govett Limited is regulated in the United Kingdom by the Financial
Services Authority. Hoare Govett Limited is acting exclusively for Marconi and
no-one else in connection with the Placing and will not be responsible to anyone
other than Marconi for providing the protections afforded to customers of Hoare
Govett Limited or for providing advice in relation to the Placing or any other
matter referred to herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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