TIDMFUTR TIDMGOCO
RNS Number : 7546L
Future PLC
14 January 2021
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
THAT JURISDICTION
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
Satisfaction of Shareholders' Votes Conditions
On 25 November 2020, the Boards of Future plc ("Future") and
GoCo Group plc ("GoCo Group") announced that they had reached an
agreement on the terms of a recommended acquisition of the entire
issued and to be issued share capital of GoCo Group (the
"Combination"). The Combination is to be effected by means of a
scheme of arrangement of GoCo Group under Part 26 of the Companies
Act 2006 (the "Scheme").
Future announced on 4 January 2021 that 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 FCA approval condition
to the Combination.
Approval by shareholders
As announced by Future and GoCo Group earlier today, Future
Shareholders have voted to approve the Combination at the Future
General Meeting, GoCo Group Shareholders have voted to approve the
implementation of Scheme at the GoCo Group General Meeting, and
Scheme Shareholders have voted to approve the resolution proposed
at the GoCo Group Court Meeting, thereby satisfying the
shareholders' votes Conditions.
Next steps
Completion of the Scheme remains subject to the satisfaction or
(if capable of waiver) waiver of certain remaining Conditions,
including sanction of the Scheme by the Court at the Scheme Hearing
which is anticipated to take place on 16 February 2021, and the
delivery of a certified copy of the Court Order to the Registrar of
Companies for registration, expected on the following day.
Richard Huntingford, Chair of Future, said : "We are pleased to
announce that both sets of shareholders today voted in favour of
the recommended acquisition of GoCo Group by Future. We believe the
combination will create substantial value for both sets of
shareholders and is a unique strategic opportunity to create a
leading global specialist media and intent platform."
Enquiries
Future plc Tel: +44 (0)1225 442244
Zillah Byng-Thorne, Chief Executive
Officer Rachel Addison, Chief
Financial Officer Marion Le
Bot, Head of Investor Relations
Goldman Sachs International Tel: +44 (0)207 774 1000
(Joint Financial Advisers and
Joint Corporate Broker 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 Broker 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
-------------------------
Capitalised terms used but not defined in this announcement have
the meanings given to them in the scheme document published by GoCo
Group on 14 December 2020.
Important Notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the
Financial Conduct Authority ("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.
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 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 nonUS 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.
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 website at
https://www.futureplc.com/ 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 this website and any websites
accessible from hyperlinks on this website are not incorporated
into and do not form part of this announcement.
This information is provided by RNS, the news service of the
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END
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