TIDMFUTR TIDMGOCO
RNS Number : 6108I
Future PLC
14 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART 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 IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE COMBINATION BASED ON THIS
ANNOUNCEMENT.
For immediate release
14 December 2020
Future plc
Announcement of Publication of Circular and Prospectus
Further to the announcement by Future plc ("Future") on 25
November 2020 relating to the proposed acquisition (the
"Combination") of GoCo Group plc ("GoCo Group"), Future is pleased
to announce that the Financial Conduct Authority has today approved
a Circular containing information on the Combination and a
Prospectus in relation to the application for admission of the new
ordinary shares in Future to be issued to GoCo Shareholders in
connection with the Combination (the "New Future Shares") to the
premium listing segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities.
Under the terms of the Combination, which will be subject to the
Conditions and the further terms and conditions which are set out
in the Scheme Document, each GoCo Group Shareholder will be
entitled to receive 0.052497 New Future Shares and 33 pence in
cash.
As set out in the Circular, a general meeting of Future will be
held at 10.00 a.m. on 14 January 2021 at the offices of Simmons
& Simmons LLP, Citypoint, One Ropemaker Street, London EC2Y 9SS
for the purpose of considering the Combination and, if thought fit,
passing the resolution to approve and implement the proposed
Combination and related matters. The Circular will be sent to
Future Shareholders (other than those who have elected for
notification by electronic communication) shortly.
Copies of the Circular and the Prospectus will be available on
Future's website at www.futureplc.com. Copies of the Circular and
the Prospectus have been submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Future also notes that the Scheme Document in relation to the
Combination is being sent or made available by GoCo Group to GoCo
Shareholders today. The Scheme Document contains, amongst other
things, notices convening a meeting of the GoCo Group Shareholders
convened at the direction of the Court (the "GoCo Group Court
Meeting") and a general meeting of GoCo Group Shareholders (the
"GoCo Group General Meeting"). The GoCo Group Court Meeting and the
GoCo Group General Meeting will each be held at Medius House, 2
Sheraton St, London, W1F 8BH on 14 January 2021. A copy of the
Scheme Document will be made available on Future's website at
www.futureplc.com.
Terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Circular.
Enquiries:
Future
Zillah Byng-Thorne, Chief Executive Officer
Rachel Addison, Chief Financial Officer +44 (0) 1225 442244
Numis Securities Limited (Sponsor, Joint Financial Adviser and
Corporate Broker to Future)
Nick Westlake
Mark Lander
Hugo Rubinstein +44 (0) 207 260
Alec Pratt 1000
Goldman Sachs International (Joint Financial Adviser and
Corporate Broker to Future)
Owain Evans
Khamran Ali
Bertie Whitehead +44 (0) 207 774
Tom Hartley 1000
Headland Consultancy (PR Adviser to Future)
Stephen Malthouse +44 (0) 203 805
Rob Walker 4822
Important Notices
Goldman Sachs, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting exclusively
for Future and no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Future for providing the protections afforded to clients of
Goldman Sachs, or for providing advice in relation to the matters
referred to in this announcement.
Numis Securities, which is authorised and regulated in the UK by
the FCA, is acting exclusively for Future and no one else in
connection with the matters described in this announcement and is
not advising any other person and, accordingly, will not be
responsible to anyone other than Future for providing the
protections afforded to clients of Numis Securities nor for
providing advice in relation to the matters described in this
announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any
securities pursuant to the Combination or otherwise.
This announcement has been prepared for the purpose of complying
with English law and the 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. Nothing in this announcement should
be relied on for any other purpose.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the UK may be restricted
by the laws of those jurisdictions. Persons who are not resident in
the UK or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Combination disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Future or required by the Code, and
permitted by applicable law and regulation, the Combination 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 and no person may vote in favour of the Scheme by
any such use, means, instrumentality or from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Combination
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Combination (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in that jurisdiction.
The availability of the Combination to GoCo Group Shareholders
who are not resident in the UK may be affected by the laws of the
relevant jurisdictions in which they are resident. Persons who are
not resident in the UK should inform themselves of, and observe,
any applicable requirements.
The Combination is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US Investors
The Combination relates to the securities of an English company
and is proposed to be effected by means of a scheme of arrangement
under English law. This announcement, the Scheme Document and
certain other documents relating to the Combination have been or
will be prepared in accordance with English law, the Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. A transaction effected 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 Combination is subject to the disclosure
requirements of and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the
United States tender offer and proxy solicitation rules. However,
if Future elects to implement the Combination by way of a Takeover
Offer and determines to extend the offer into the United States,
the Takeover Offer will be made in compliance with applicable
United States laws and regulations, including applicable US tender
offer rules and any applicable exemptions under the US Exchange Act
and the US Securities Act.
Financial statements, and all financial information that is
included in this announcement or that may be included in the Scheme
Document, or any other documents relating to the Combination, have
been or will be prepared in accordance with International Financial
Reporting Standards or other reporting standards or accounting
practice which may not be comparable to financial statements of
companies in the United States or other companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
The receipt of cash and shares by a US holder of GoCo Group
Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each GoCo Group Shareholder (including US holders) is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Combination applicable to them.
It may be difficult for US holders of GoCo Group Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Future and GoCo Group are located in
countries other than the US, and some of their officers and
directors may be residents of countries other than the US. US
holders of GoCo Group 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.
In accordance with normal UK practice and consistent with Rule
14e-5(b) of the US Exchange Act, Future, certain affiliated
companies and their nominees or brokers (acting as agents) may make
certain purchases of, or arrangements to purchase, shares in GoCo
Group outside of the US, other than pursuant to the Combination,
until the date on which the Combination and/or Scheme becomes
effective in accordance with its terms, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made, they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases or arrangements to purchase will be disclosed
as required in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Forward-looking statements
This announcement, oral statements made regarding the
Combination, and other information published by or concerning
Future, any other member of the Future Group, GoCo Group or any
other member of the GoCo Group of companies contain statements
which are, or may be deemed to be, "forward-looking statements" in
respect of the financial condition, results of operations and
business of or concerning the Future Group and the GoCo Group of
companies and certain plans and objectives of or concerning the
Future Group and the GoCo Group of companies. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of the management of Future and GoCo Group about future
events and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the results
expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Combination, the expected timing and scope of the Combination and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "project", "will likely
result", "will continue", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that may occur in the future. There are several
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. In addition to the information regarding these risks,
uncertainties, assumptions and other factors set out in public
filings made by Future and GoCo Group, important risk factors that
may cause such a difference include, but are not limited to, (i)
the completion of the Combination on anticipated terms and timing,
(ii) legislative, regulatory and economic developments, (iii) the
impact of foreign exchange rates, (iv) the performance of the
global economy, and (v) unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities. Such forward-looking
statements should therefore be construed in the light of such
factors.
None of Future, GoCo Group, nor any member of the Future Group
or the GoCo Group of companies or any of their respective
associates or directors, officers or advisers provides any
representation, warranty, assurance or guarantee that the
occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. Investors should not place any reliance on these
forward-looking statements. Each forward-looking statement speaks
only as at the date of this announcement. Other than as required by
law or the rules of any competent regulatory authority, none of
Future, GoCo Group, any other member of the Future Group and/or
other member of the GoCo Group of companies is under, or
undertakes, any obligation, and each of them expressly disclaims
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
All forward-looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share or income, cash flow from operations or free
cash flow for the Future Group or GoCo Group, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share or
income, cash flow from operations or free cash flow for the for the
Future Group or GoCo Group, as appropriate.
Publication of this announcement on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be available, free
of charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Future's and GoCo Group's
websites at https://www.futureplc.com/ and
https://www.gocogroup.com/ respectively by no later than 12.00 noon
on the Business Day following the date of this announcement.
For the avoidance of doubt, the contents of these websites and
any websites accessible from hyperlinks on these websites are not
incorporated into and do not form part of this announcement.
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END
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December 14, 2020 11:32 ET (16:32 GMT)
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