TIDMGOCO TIDMFUTR
RNS Number : 5453I
Goco Group PLC
14 December 2020
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 OF
SUCH JURISDICTION
14 December 2020
RECOMMED CASH AND SHARE ACQUISITION
of
GOCO GROUP plc
by
FUTURE PLC
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
PUBLICATION OF THE SCHEME DOCUMENT
On 25 November 2020, the boards of GoCo Group plc ("GoCo Group")
and Future plc ("Future") announced that they had agreed the terms
of a recommended cash and share acquisition pursuant to which
Future will acquire the entire issued and to be issued share
capital of GoCo Group (the "Combination"). The Combination is to be
effected by means of a Court-sanctioned scheme of arrangement (the
"Scheme") under Part 26 of the Companies Act 2006 (the "Act").
Publication of the Scheme Document
GoCo Group is pleased to announce that a circular in relation to
the Scheme (the "Scheme Document"), setting out, among other
things, a letter from the Chairman of the Committee of Independent
GoCo Group Directors, the full terms and conditions of the Scheme,
a statutory explanatory statement, an expected timetable of
principal events, notices of the GoCo Group Court Meeting and GoCo
Group General Meeting and details of the action to be taken by
Scheme Shareholders and GoCo Group Shareholders has been published
today on the GoCo Group website at www.gocogroup.com/investors.
Hard copies of the Scheme Document (or, depending on the GoCo
Group Shareholders' communication preferences, a letter or email
giving details of the website where the Scheme Document may be
accessed) and the Forms of Proxy for the GoCo Group Court Meeting
and GoCo Group General Meeting are being sent to GoCo Group
Shareholders. GoCo Group Shareholders may request hard copies of
the Scheme Document and the Forms of Proxy for the GoCo Group Court
Meeting and the GoCo Group General Meeting by calling Equiniti via
their helpline on 0333 207 6505 from the UK or +44 333 207 6505
from overseas, or by writing to Equiniti at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA stating the name and address
to which the hard copy should be sent.
Capitalised terms in this announcement (the "Announcement"),
unless otherwise defined, have the same meanings as set out in the
Scheme Document. All references to times in this Announcement are
to London times unless otherwise stated.
Action required
As further detailed in the Scheme Document, in order to become
effective, the Scheme will require, among other things, that the
requisite majority of eligible: (i) Scheme Shareholders vote in
favour of the Scheme at the GoCo Group Court Meeting and (ii) GoCo
Group Shareholders vote in favour of the Special Resolution at the
GoCo Group General Meeting. The Scheme is also subject to the
satisfaction or waiver of the Conditions and further terms that are
set out in the Scheme Document.
Notices convening the GoCo Group Court Meeting and the GoCo
Group General Meeting to be held on 14 January 2021 at 11.00 a.m.
(London time) and 11.15 a.m. (London time) (or immediately after
the conclusion or adjournment of the GoCo Group Court Meeting),
respectively, at Medius House, 2 Sheraton St, London, W1F 8BH, are
set out in the Scheme Document.
In light of the measures currently implemented by the UK
Government in order to address the ongoing COVID-19 pandemic
(which, at the time of this Announcement, include a prohibition on
large public gatherings save in certain limited circumstances),
attendance and voting in person at the GoCo Group Court Meeting
and/or the GoCo Group General Meeting will not be permitted, but
Scheme Shareholders and GoCo Group Shareholders can attend
remotely, submit written questions and vote at the GoCo Group Court
Meeting and/or the GoCo Group General Meeting via the Virtual
Meeting Platform, further details of which are set out in the
Scheme Document. Guidance on remotely accessing and participating
in the Meetings via the Virtual Meeting Platform is also available
at www.gocogroup.com/investors and will be sent to GoCo Group
Shareholders in hard copy.
Scheme Shareholders and GoCo Group Shareholders are strongly
encouraged to submit proxy appointments and instructions for the
GoCo Group Court Meeting and the GoCo Group General Meeting as soon
as possible, using any of the methods (by post, online or
electronically through CREST) set out in the Scheme Document.
Scheme Shareholders and GoCo Group Shareholders are also strongly
encouraged to appoint "the Chairman of the meeting" as their proxy.
If any other person is appointed as proxy, he or she will not be
permitted to attend the relevant Meeting in person, but will be
able to attend, submit written questions and/or any objections and
vote at the relevant Meeting remotely via the Virtual Meeting
Platform, as described in the opening pages of the Scheme Document
and in the Virtual Meeting Guide.
Please complete and sign the Forms of Proxy in accordance with
the instructions printed on them and return them to Equiniti, the
Company's Registrar, by post to Equiniti, Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA, so as to be received as soon
as possible and in any event not later than the relevant times set
out below:
-- Blue Forms of Proxy for the GoCo Group Court Meeting:
11.00 a.m. on 12 January 2021
-- Yellow Forms of Proxy for the GoCo Group Court Meeting:
11.15 a.m. on 12 January 2021
or, if in either case the Meeting is adjourned, the relevant
Form of Proxy should be received not later than 48 hours (excluding
any part of such 48 hours period falling on a non-working day)
before the time fixed for the adjourned Meeting.
It is important that, for the GoCo Group Court Meeting in
particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair and reasonable representation
of opinion of the Scheme Shareholders. Whether or not Scheme
Shareholders intend to remotely attend and/or vote at the GoCo
Group Court Meeting, Scheme Shareholders are therefore strongly
urged to complete, sign and return their blue Form of Proxy by post
or transmit a proxy appointment and voting instruction
(electronically, online or through the CREST) for the GoCo Group
Court Meeting as soon as possible. If the blue Form of Proxy for
the GoCo Group Court Meeting is not lodged by the relevant time
(set out above and in the Scheme Document), it may be emailed to
ProxyVotes@equiniti.com any time up until to the commencement of
the GoCo Group Court Meeting.
The Independent GoCo Group Directors, who have been so advised
by Morgan Stanley & Co International plc ("Morgan Stanley") as
to the financial terms of the Combination, consider the terms of
the Combination to be fair and reasonable. In providing advice to
the Independent GoCo Group Directors, Morgan Stanley has taken into
account the commercial assessments of the Independent GoCo Group
Directors. Morgan Stanley is providing independent financial advice
to the Independent GoCo Group Directors for the purposes of Rule 3
of the Code.
The Independent GoCo Group Directors consider the Combination to
be in the best interests of GoCo Group, its shareholders and other
relevant stakeholders, taken as a whole. Accordingly, the
Independent GoCo Group Directors unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the GoCo Group Court
Meeting and GoCo Group Shareholders vote in favour of the Special
Resolution proposed at the GoCo Group General Meeting, as the
Independent GoCo Group Directors who hold GoCo Group Shares have
irrevocably undertaken to do in respect of their own holdings .
GoCo Group Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also set out in the
Appendix to this Announcement. The Scheme remains conditional on
the approval of the requisite majority of eligible Scheme
Shareholders at the GoCo Group Court Meeting and the requisite
majority of eligible GoCo Group Shareholders at the GoCo Group
General Meeting and to the satisfaction or waiver of the other
Conditions set out in the Scheme Document, including the approval
of the Court. The Scheme is expected to become effective in the
first quarter of 2021, and an update to the expected timetable will
be announced following receipt of relevant regulatory
clearances.
Information for GoCo Group Shareholders
Copies of this Announcement and the Scheme Document will be
available (subject to certain restrictions relating to persons in
certain overseas jurisdictions) on the GoCo Group website at
www.gocogroup.com/investors and on the Future website at
www.futureplc.com by no later than 12.00 p.m. (London time) on the
Business Day following this Announcement up to and including the
Effective Date.
A copy of the Scheme Document will shortly be submitted to the
National Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM .
If you have any questions about this Announcement, the Scheme
Document, the GoCo Group Court Meeting or the GoCo Group General
Meeting, or are in any doubt as to how to appoint a proxy, please
call Equiniti between 9.00 a.m. and 5.00 p.m. Monday to Friday
(excluding public holidays in England and Wales) via their helpline
on 0333 207 6505 from the UK or +44 333 207 6505 from overseas.
Calls will be charged at national or international rates as the
case may be. Different charges may apply to calls from mobile
telephones. Please note that calls may be monitored or recorded and
Equiniti cannot provide legal, tax or financial advice or advice on
the merits of the Combination or the Scheme.
Enquiries
GoCo Group plc Tel: +44 (0)1633 654 060
Matthew Crummack, Chief Executive
Officer
Alan Burns, Chief Financial
Officer
Chris Wensley, VP - Investor
Relations & Strategy
Morgan Stanley & Co. International Tel: +44 (0)20 7425 8000
plc (Sole Financial Adviser
and Joint Corporate Broker
to GoCo Group plc)
Mark Rawlinson
Laurence Hopkins
Bobak Shoraka
Ben Grindley
Richard Brown
-------------------------
Peel Hunt LLP (Joint Corporate Tel: +44 (0)20 7418 8900
Broker to GoCo Group plc)
Edward Knight
Tom Ballard
Nick Prowting
-------------------------
Citigate Dewe Rogerson (PR Tel: +44 (0)20 7638 9571
Adviser to GoCo Group plc)
Chris Barrie
Jos Bieneman
-------------------------
Goldman Sachs International Tel: +44 (0)207 774 1000
(Joint Financial Advisers
and Joint Corporate Brokers
to Future plc)
Owain Evans
Khamran Ali
Bertie Whitehead
Tom Hartley
-------------------------
Numis Securities Limited (Joint Tel: +44 (0)207 260 1000
Financial Advisers and Joint
Corporate Brokers to Future
plc)
Nick Westlake
Mark Lander
Hugo Rubinstein
Alec Pratt
-------------------------
Headland Consultancy (Financial Tel: +44 (0)20 3805 4822
PR) +44 (0)7734 956 201
Stephen Malthouse +44 (0)77 9195 8922
Rob Walker
Charlie Twigg
future@headlandconsultancy.com
-------------------------
Simmons & Simmons LLP is acting as legal adviser to Future.
Slaughter and May is acting as legal adviser to GoCo Group.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on GoCo Group's and Future's
current expectations of the dates for the implementation of the Scheme
and is subject to change. If any of the dates and/or times in this expected
timetable change, the revised dates and/or times will be notified to
GoCo Group Shareholders by announcement through the Regulatory Information
Service of the London Stock Exchange.
Event Time and/or date
Publication of the Scheme Document, 14 December 2020
the Prospectus and the Circular
Latest time for lodging Forms
of Proxy for the:
GoCo Group Court Meeting (blue 11.00 a.m. on 12 January 2021
form) (1)
GoCo Group General Meeting 11.15 a.m. on 12 January 2021
(yellow form) (2)
Voting Record Time 6.30 p.m. on 12 January 2021
(3)
Future General Meeting 10.00 a.m. on 14 January 2021
GoCo Group Court Meeting 11.00 a.m. on 14 January 2021
GoCo Group General Meeting 11.15 a.m. on 14 January 2021
(4)
The following dates are indicative only and are subject to change (5)
Scheme Hearing A date expected to be in February
or March 2021, subject to satisfaction
or waiver of the relevant Conditions
("D")
Last day of dealings in GoCo D
Group Shares
Scheme Record Time 6.00 p.m. on D
Dealings in GoCo Group Shares 7.30 a.m. on D+1 Business Day
suspended in London
Effective Date of the Scheme D+1 Business Day
De-listing of GoCo Group Shares By 8.00 a.m. on D+2 Business
Days
Admission of New Future Shares 8.00 a.m. on D+2 Business Days
to the Official List with a
premium listing and commencement
of dealings in New Future Shares
on the London Stock Exchange
New Future Shares to be issued D+2 Business Days
Crediting of New Future Shares as soon as possible after 8.00
to CREST accounts a.m. on D+2 Business Days
Latest time for CREST accounts within 14 days of the Effective
to be credited with New Future Date
Shares and assured payment
obligations in respect of any
cash due
Latest time for despatch of within 14 days of the Effective
cheques and share certificates Date
in respect of New Future Shares
Long Stop Date 28 May 2021 (6)
(1) It is requested that blue Forms of Proxy for the GoCo Group Court
Meeting be lodged not later than 48 hours prior to the time appointed
for the GoCo Group Court Meeting or, if the GoCo Group Court Meeting
is adjourned, the time fixed for any adjourned GoCo Group Court Meeting
(excluding any part of such 48 hour period falling on a non-working
day). If a blue Form of Proxy is not lodged by this time, it may be
emailed to ProxyVotes@equiniti.com any time up until the commencement
of the GoCo Group Court Meeting.
(2) In order to be valid, the yellow Form of Proxy for the GoCo Group
General Meeting must be received by 11.15 a.m. on 12 January 2021 or,
if the GoCo Group General Meeting is adjourned, 48 hours prior to the
time appointed for the adjourned GoCo Group General Meeting (excluding
any part of such 48 hour period falling on a non-working day).
(3) If either the GoCo Group Court Meeting or the GoCo Group General
Meeting is adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.30 p.m. on the day which is two Business Days prior
to the date of the adjourned meeting.
(4) Or as soon thereafter as the GoCo Group Court Meeting shall have
concluded or been adjourned.
(5) These dates are indicative only and will depend, among other things,
on the date upon which (i) the Conditions are satisfied or (if capable
of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the
Court Order is delivered to the Registrar of Companies.
(6) This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as GoCo
Group and Future may agree in writing (with the Panel's consent and
as the Court may approve (should such approval(s) be required)).
All references in this Announcement and the Scheme Document are to times
are to London time unless otherwise stated.
Important notices
Morgan Stanley, which is authorised and regulated in the UK by
the Financial Conduct Authority ("FCA"), is acting exclusively for
GoCo Group and for 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 GoCo
Group for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in relation to the matters
described in this Announcement. Morgan Stanley has given and not
withdrawn its consent to this Announcement with the inclusion in it
of references to its name in the form and context in which it
appears.
Peel Hunt, which is authorised and regulated in the UK by the
FCA, is acting exclusively for GoCo Group and for no one else in
connection with the matters described in this Announcement and is
not acting for any other person and, accordingly, will not be
responsible to anyone other than GoCo Group for providing the
protections afforded to clients of Peel Hunt.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority ("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 International, or for providing advice in relation to the
matters referred to in this Announcement.
Numis Securities Limited, 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 Limited nor for
providing advice in relation to the matters described in this
Announcement.
Further information
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.
The Combination will be made solely by the Scheme Document (or
in the event the Combination is to be implemented by means of a
Takeover Offer, the Offer Document) and the Forms of Proxy
accompanying the Scheme Document, which together contain the full
terms and conditions of the Combination, including details of how
the Combination may be approved.
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.
GoCo Group and Future urge GoCo Group Shareholders to read the
Scheme Document because it contains important information relating
to the Combination.
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 New Future Shares are expected to be issued in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. GoCo Group
Shareholders (whether or not US Persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Future
or GoCo Group prior to, or of Future after, the Effective Date will
be subject to certain US transfer restrictions relating to the New
Future Shares received pursuant to the Scheme (as described in the
Scheme Document).
The New Future Shares have not been and will not be registered
under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States. Accordingly, the
New Future Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or
into the United States absent registration under the US Securities
Act or an exemption therefrom. There will be no public offering of
the New Future Shares.
Neither the SEC nor any state securities commission has approved
or disapproved the New Future Shares or passed upon the accuracy or
adequacy of this Announcement, the Scheme Document, the Prospectus,
the Circular or any of the accompanying documents. Any
representation to the contrary is a criminal offence in the United
States.
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 for Future 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 for
Future or GoCo Group, as appropriate.
Opening Position and Dealing Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th Business Day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror before the
deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
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 www.futureplc.com and www.gocogroup.com/investors
respectively by no later than 12.00 noon (London time) 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.
Requesting hard copy documents
Any person entitled to receive a copy of documents,
announcements and information relating to the Combination is
entitled to receive such documents in hard copy form free of
charge. A person may also request that all future documents,
announcements and information in relation to the Combination are
sent to them in hard copy form. Hard copies of such documents,
announcements, and information will not be sent unless
requested.
A hard copy of this Announcement may be requested by contacting
GoCo Group's registrar, Equiniti Group plc, either in writing to
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA or by
calling the helpline on 0333 207 6505 from the UK or +44 333 207
6505 from overseas. Calls outside the UK will be charged at the
applicable international rate. Lines are open between 9.00 a.m. and
5.00 p.m. Monday to Friday (excluding public holidays in England
and Wales).
Electronic communications
Please be aware that addresses, electronic addresses and certain
information provided by GoCo Group Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from GoCo Group may be provided to Future during the
offer period as required under Section 4 of Appendix 4 of the
Code.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
SOAGPGUGPUPUGUC
(END) Dow Jones Newswires
December 14, 2020 11:33 ET (16:33 GMT)
Future (AQSE:FUTR.GB)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Future (AQSE:FUTR.GB)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024