TIDMTALK
RNS Number : 1472S
TalkTalk Telecom Group PLC
12 March 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 CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 March 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
Scheme Effective
Further to the announcement made by TalkTalk Telecom Group PLC
("TalkTalk" or the "Company") on 10 March 2021 that the Court had
sanctioned the Scheme, the Independent TalkTalk Directors and the
Offeror Board are pleased to announce that, following the delivery
of a copy of the Court Order to the Registrar of Companies earlier
today, the Scheme has now become Effective in accordance with its
terms and the entire issued share capital of TalkTalk is now owned
by the Offeror.
Settlement
Settlement of the consideration to which any Scheme Shareholder
on the register of members of TalkTalk at the Scheme Record Time,
being 6.00 p.m. on 11 March 2021, is entitled will be effected as
follows:
(a) regardless of whether the Scheme Shareholder held their
Scheme Shares in certificated form or uncertificated form, if the
Scheme Shareholder validly elected to receive Consideration Shares
under the Alternative Offer, the Consideration Shares to which the
Scheme Shareholder is entitled will be issued in certificated form;
and
(b) the Cash Consideration (if any) to which a Scheme
Shareholder is entitled will be settled by the despatch of cheques
or crediting through CREST accounts (for Scheme Shareholders
holding Scheme Shares in certificated form and in uncertificated
form, respectively),
in each case, within 14 days of this announcement, being 26
March 2021.
As a result of the Scheme having become Effective, share
certificates in respect of TalkTalk Shares have ceased to be valid
documents of title and entitlements to TalkTalk Shares held in
uncertificated form in CREST have been cancelled.
Cancellation of listing and admission to trading of TalkTalk
Shares
Requests been made to the FCA and the London Stock Exchange to
remove the listing and cancel the admission to trading on the main
market of the London Stock Exchange of TalkTalk Shares
respectively, in each case, with effect from 8.00 a.m. on 15 March
2021.
Directorate changes
As set out in the scheme document dated 5 February 2021 (the
"Scheme Document"), the resignations of each of the TalkTalk
Directors other than Sir Charles Dunstone and Tristia Harrison as
directors of the Company have become effective. In addition, each
of Sir Charles Dunstone, Tristia Harrison, Roger Taylor, Paul
Reynolds and John Gildersleeve will be appointed to the Offeror
Board.
Dealing disclosures
TalkTalk is no longer in an "Offer Period" as defined in the
Code and accordingly the dealing disclosure requirements previously
notified to investors no longer apply.
Words and expressions defined in the in the Scheme Document
shall, unless the context provides otherwise, have the same
meanings in this announcement.
The person responsible for arranging the release of this
announcement on behalf of the Company is Tim Morris, Group General
Counsel and Company Secretary of the Company.
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.
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END
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