TIDMGOCO TIDMFUTR
RNS Number : 7486L
Goco Group PLC
14 January 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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 January 2021
RECOMMED CASH AND SHARE ACQUISITION
of
GOCO GROUP PLC ("GOCO GROUP")
by
FUTURE PLC ("FUTURE")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting and Scheme
Timetable
GoCo Group announces that at the Court Meeting and General
Meeting held earlier today in connection with the recommended cash
and share offer made by Future to acquire the entire issued and to
be issued share capital of GoCo Group (the "Combination") to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme"):
(A) the requisite majority of Scheme Shareholders
voted to approve the Scheme at the Court Meeting;
and
(B) the requisite majority of GoCo Group Shareholders
voted to pass the Special Resolution to implement
the Scheme, including the amendment of GoCo
Group's articles of association, at the General
Meeting.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document published on 14 December 2020 (the "Scheme Document").
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, have the same meanings
as set out in the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Scheme Shareholder, present in person or by proxy,
was entitled to one vote per Scheme Share held at the Voting Record
Time.
Results of Court No. of Scheme % of Scheme No. of Scheme % of no. of No. of Scheme
Meeting Shares voted Shares voted* Shareholders who Scheme Shares voted as
voted Shareholders who a % of the
voted* Scheme Shares
eligible to be
voted at the
Court Meeting*
FOR 309,298,505 92.62 214 90.68 73.33
------------------ ------------------ ------------------ ------------------ -----------------
AGAINST 24,654,315 7.38 22 9.32 5.85
------------------ ------------------ ------------------ ------------------ -----------------
TOTAL 333,952,820 100 236 100 79.18
------------------ ------------------ ------------------ ------------------ -----------------
* Rounded to two decimal places.
Voting results of the General Meeting
The tables below respectively set out the results of the Special
Resolution. Each GoCo Group Shareholder, present in person or by
proxy, was entitled to one vote per GoCo Group Share held at the
Voting Record Time.
The total number of GoCo Group Shares in issue at the Voting
Record Time was 421,783,587. GoCo Group does not hold any shares in
treasury. Consequently, the total number of voting rights in GoCo
Group at the Voting Record Time was 421,783,587.
FOR** AGAINST TOTAL WITHHELD ***
Special Resolution No. of votes % of votes* No. of votes % of votes* No. of votes No. of votes
------------- ------------ ------------- ------------ ------------- -------------
Approval of the
implementation of the
Scheme, including amendments
to the Articles 309,537,224 92.62 24,650,178 7.38 334,187,402 32,141
------------- ------------ ------------- ------------ ------------- -------------
* Rounded to two decimal places.
** Includes discretionary votes.
*** A vote withheld is not a vote counted in the calculation of
the proportion of votes 'For' or 'Against' the Special
Resolution.
A copy of the Special Resolution passed at the General Meeting
will be submitted today to the National Storage Mechanism and will
be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Effective Date and Timetable
As announced by Future on 4 January 2021, the FCA has given
written notice in accordance with Part XII of FSMA of its approval
of the acquisition of control of the FCA regulated subsidiary of
GoCo Group by Future thereby satisfying the Condition relating to
receipt of approval from the FCA set out in the Scheme
Document.
The Scheme remains subject to sanction by the Court at the
Scheme Hearing (expected to take place on 16 February 2021), the
delivery of a copy of the Court Order to the Registrar of Companies
and the satisfaction or (where applicable) waiver of the remaining
Conditions set out in the Scheme Document. Subject to the Scheme
receiving the sanction of the Court, the delivery of a copy of the
Court Order to the Registrar of Companies and the satisfaction or
(where applicable) the waiver of the remaining Conditions, the
Scheme is expected to become effective on 17 February 2021.
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any change to the
key dates and/or times set out in the timetable are made, GoCo
Group and Future will give notice of this change by issuing an
announcement through a Regulatory Information Service and by making
such announcement available on GoCo Group's website at
https://www.gocogroup.com/investors/offer-for-the-company/.
Event Time and/or date(1)
Scheme Hearing 16 February 2021
Last day of dealings in GoCo 16 February 2021
Group Shares
Scheme Record Time 6.00 p.m. on 16 February 2021
Dealings in GoCo Group Shares 7.30 a.m. on 17 February 2021
suspended in London
Effective Date of the Scheme 17 February 2021
De-listing of GoCo Group Shares By 8.00 a.m. on 18 February
2021
Admission of New Future Shares 8.00 a.m. on 18 February 2021
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 18 February 2021
Crediting of New Future Shares as soon as possible after 8.00
to CREST accounts a.m. on 18 February 2021
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 (2)
Note:
(1) All references in this Announcement to times are London time unless
otherwise stated.
(2) 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)).
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 plc (Sole Tel: +44 (0)20 7425 8000
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 Broker to GoCo Tel: +44 (0)20 7418 8900
Group plc)
Edward Knight
Tom Ballard
Nick Prowting
-------------------------
Citigate Dewe Rogerson (PR Adviser to GoCo Tel: +44 (0)20 7638 9571
Group plc)
Chris Barrie
Jos Bieneman
-------------------------
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.
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.
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.
This Announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules 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 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 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
Cautionary note regarding forward-looking statements
This Announcement (including information incorporated by
reference in 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.
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 GoCo Group's website at
www.gocogroup.com/investors 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 this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this Announcement.
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END
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January 14, 2021 08:43 ET (13:43 GMT)
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