TIDMKCOM
RNS Number : 9272G
KCOM Group PLC
26 July 2019
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
26 July 2019
RECOMMED CASH ACQUISITION
OF
KCOM GROUP PUBLIC LIMITED COMPANY
by
MEIF 6 FIBRE LIMITED
a wholly-owned indirect subsidiary of Macquarie European
Infrastructure Fund 6 SCSp
(an investment fund managed by Macquarie Infrastructure and Real
Assets (Europe) Limited (MIRAEL))
to be implemented by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Results of the Court Meeting and General Meeting
On 3 June 2019, the boards of KCOM Group Public Limited Company
(KCOM) and MEIF 6 Fibre Limited (MEIF 6 Fibre) announced that they
had reached agreement on the terms of a recommended cash
acquisition by MEIF 6 Fibre of the entire issued and to be issued
ordinary share capital of KCOM (the Acquisition) for a
consideration of 108 pence for each KCOM Scheme Share. The
Acquisition is being implemented by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the
Scheme).
On 12 July 2019, MEIF 6 Fibre announced a revised cash offer of
120.3 pence for each KCOM Scheme Share, to be implemented by way of
the Scheme. On the same date, KCOM announced that the KCOM
Directors recommend unanimously that KCOM Shareholders vote in
favour of the Scheme at the Court Meeting and in favour of the
General Meeting Resolution to be proposed at the General
Meeting.
On 16 July 2019, KCOM announced that the Court Meeting and
General Meeting, both of which had been adjourned on 11 July 2019,
would be reconvened at, in the case of the Court Meeting, 11.00
a.m. on 26 July 2019 (the Reconvened Court Meeting) and, in the
case of the General Meeting, 11.15 a.m. on 26 July 2019 (the
Reconvened General Meeting).
The boards of KCOM and MEIF 6 Fibre are pleased to announce that
at the Reconvened Court Meeting and the Reconvened General Meeting
held earlier today in connection with the Acquisition:
-- the Scheme was approved by the requisite majority of KCOM
Scheme Shareholders at the Reconvened Court Meeting; and
-- KCOM Shareholders voted at the Reconvened General Meeting to
pass the General Meeting Resolution to, amongst others, implement
the Scheme.
Details of the resolutions passed are set out in the notices of
the Court Meeting and General Meeting contained in the scheme
document sent to KCOM Scheme Shareholders and dated 18 June 2019
(the Scheme Document).
The detailed voting results in relation to the Reconvened Court
Meeting and the Reconvened General Meeting are summarised
below.
Reconvened Court Meeting
At the Reconvened Court Meeting a majority in number of KCOM
Scheme Shareholders who voted (either in person or by proxy),
representing 99.48 per cent. by value of those KCOM Scheme
Shareholders who voted (either in person or by proxy), voted in
favour of the resolution to approve the Scheme. Each KCOM Scheme
Shareholder, present in person or by proxy, was entitled to one
vote per KCOM Scheme Share held at the Voting Record Time. Voting
at the Reconvened Court Meeting was conducted by way of a poll.
The results of the poll at the Reconvened Court Meeting were as
follows:
Number of % of KCOM Number of % of KCOM Number of
KCOM Scheme Scheme Shareholders KCOM Scheme Scheme Shares KCOM Scheme
Shareholders who voted Shares voted voted Shares voted
who voted as a % of
the issued
ordinary
share capital*
----------
For 4,242 82.69 258,473,765 99.48 66.92
-------------- --------------------- -------------- --------------- ---------------
Against 888 17.31 1,343,933 0.52 0.35
-------------- --------------------- -------------- --------------- ---------------
Total 5,130 - 259,817,698 - 67.27
-------------- --------------------- -------------- --------------- ---------------
*Excludes the 130,375,321 KCOM Shares held by MEIF 6 Fibre which
are excluded from the Scheme and were not capable of being
voted.
Reconvened General Meeting
At the Reconvened General Meeting the General Meeting Resolution
to implement the Scheme, including through the adoption of new
articles of association of KCOM, was duly passed. Each KCOM
Shareholder, present in person or by proxy, was entitled to one
vote per KCOM Share held at the Voting Record Time. Voting at the
Reconvened General Meeting was conducted by way of a poll.
The results of the poll at the Reconvened General Meeting were
as follows:
Number of % of KCOM
KCOM Shares Shares voted
voted
-----------
For 284,662,857 99.52
------------- --------------
Against 1,367,788 0.48
------------- --------------
Withheld* 56,157
-------------
Total 286,086,802
-------------
* A vote withheld is not a vote in law and counts neither "For"
nor "Against" the resolution.
Next Steps
The boards of KCOM and MEIF 6 Fibre are pleased to announce that
the regulatory approval specified in the condition set out in
paragraph 3(a) of Part A of Appendix 1 (Conditions to the Scheme
and Acquisition) of the Scheme Document has now been given for the
Acquisition.
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the sanction by the Court of the Scheme at the Court
Hearing, which is expected to take place on 30 July 2019.
A revised timetable of principal events is set out at the end of
this announcement (the Revised Timetable).
In accordance with the Revised Timetable, it is expected that
trading in KCOM Shares on the London Stock Exchange's main market
for listed securities will be suspended with effect from
approximately 7.30 a.m. on 1 August 2019, that the Scheme will
become Effective on 1 August 2019 and that cancellation of the
admission of KCOM Shares to trading on the London Stock Exchange's
main market for listed securities, and cancellation of the
admission of KCOM Shares to the premium listing segment of the
Official List of the Financial Conduct Authority, will occur by
8.00 a.m. on 2 August 2019.
Other
If any of the expected times and/or dates set out in the Revised
Timetable change, the revised times and/or dates will be notified
to KCOM Shareholders by announcement through a Regulatory
Information Service. Such announcement will, subject to certain
restrictions relating to persons in Restricted Jurisdictions, also
be available on KCOM's website at www.kcomplc.com and Macquarie
Infrastructure and Real Assets' website at
www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
All references to time are to London time.
Enquiries:
+44 (0) 1482
KCOM 602 595
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Rothschild & Co (Lead financial adviser to +44 (0) 20 7280
KCOM) 5000
Warner Mandel
Yasmine Benkhanouche
Pietro Franchi
Peel Hunt LLP (Joint financial adviser and +44 (0) 20 7418
joint broker to KCOM) 8900
Charles Batten
Edward Knight
Max Irwin
Investec Bank plc (Joint financial adviser +44 (0) 20 7597
and joint broker to KCOM) 5970
Patrick Robb
Andrew Pinder
Sebastian Lawrence
+44 (0) 20 3727
FTI Consulting (PR adviser to KCOM) 1000
Ed Bridges
Matt Dixon
Jamie Ricketts
Macquarie Infrastructure and Real Assets (acting
on behalf of MEIF 6 Fibre) +44 (0) 77 6545
Nicole Grove 2193
+44 (0) 77 9535
Patrick Gallagher 3820
Barclays (Financial adviser to MEIF 6 (managed
by MIRAEL) and MEIF 6 Fibre)
Omar Faruqui
Alex Evans
Sally Rushton +44 (0) 20 7623
Gaurav Gooptu 2323
Citigate Dewe Rogerson (PR adviser to MEIF +44 (0) 20 7638
6 Fibre) 9571
+44 (0) 7852
210 329
Caroline Merrell +44 (0) 7710
Toby Mountford 356 611
Important notices
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
MEIF 6 Fibre and MEIF 6 (managed by MIRAEL) and no one else in
connection with the matters described herein and will not be
responsible to anyone other than MEIF 6 Fibre and MEIF 6 (managed
by MIRAEL) for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters
described herein or any other matter referred to herein.
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is regulated in the United Kingdom by the FCA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to clients of Rothschild & Co or for providing advice
in relation to the Acquisition, the contents of this announcement
or any other matter or arrangement referred to herein.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated in
the United Kingdom by the FCA, is acting for KCOM and no-one else
in connection with the Acquisition and/or other matters set out in
this announcement and will not be responsible to anyone other than
KCOM for the protections offered to its clients nor for providing
advice in relation to the Acquisition or any matters referred to in
this announcement.
Investec Bank plc (Investec), which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to the clients of Investec or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter or arrangement referred to herein.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of KCOM
Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations in those jurisdictions and therefore any persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including
Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with applicable legal or regulatory requirements
of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person. Unless otherwise determined by MEIF 6
Fibre or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition 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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
The Acquisition will be subject to the applicable requirements
of English law, the Takeover Code, the Panel, the London Stock
Exchange and the FCA.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction and the
Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Additional information for US Shareholders
KCOM Shareholders in the United States should note that the
Acquisition relates to the securities of an English company and is
proposed to be implemented pursuant to a scheme of arrangement
provided for under English company law. A transaction implemented
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 Acquisition will be subject to UK procedural
and disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England, which are
different from the disclosure requirements of the US tender offer
and proxy solicitation rules. The financial information included in
this announcement and other documentation relating to the
Acquisition has been or will have been prepared in accordance with
International Financial Reporting Standards and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If MEIF 6 Fibre
exercises its right to implement the Acquisition by way of a
Takeover Offer, such Takeover Offer will only be made in the United
States in accordance with the US Exchange Act.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, MEIF 6 Fibre, certain affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
KCOM Shares, other than pursuant to the Acquisition, until the date
on which the Takeover Offer and/or Scheme becomes Effective, lapses
or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover 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.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the Exchange Act, Barclays and
its affiliates will continue to act as exempt principal trader in
KCOM 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.
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
announcement or the Scheme Document. Any representation to the
contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Acquisition by a US
Shareholder as consideration pursuant to the terms of the
Acquisition may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
It may be difficult for US holders of KCOM Shares to enforce
their rights and claims arising out of the US federal securities
laws, since MEIF 6 Fibre and KCOM 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 holders of KCOM 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent 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 pm on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm 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 prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent 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 pm 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 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 on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Macquarie Infrastructure and Real Assets' website
at www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer and on KCOM's
website at www.kcomplc.com promptly and in any event by no later
than 12 noon on the Business Day following the date of this
announcement.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
Request for hard copies
KCOM Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement (and any information
incorporated into it by reference to another source) by contacting
Link Asset Services on 0371 664 0321 or by submitting a request in
writing to Link Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH, with an address to which
the hard copy may be sent. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside of
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday, excluding public holidays in England and Wales.
Different charges may apply to calls from mobile telephones and
calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Acquisition or give any financial, legal or tax advice. KCOM
Shareholders may, subject to applicable securities laws, also
request that all future documents, announcements and information to
be sent in relation to the Acquisition should be in hard copy
form.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
REVISED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and/or date
Publication of Scheme Document 18 June 2019
Reconvened Court Meeting 11:00 a.m. on 26 July 2019
Reconvened General Meeting 11:15 a.m. on 26 July 2019
The following dates are indicative only and subject to change,
please see note (1) below
Court Hearing (to sanction the 30 July 2019(1)
Scheme)
Last day of dealings in, and 31 July 2019 (1)
for registration of transfers
of, and disablement in CREST
of, KCOM Shares
Scheme Record Time 10.00 p.m. on 31 July 2019(1)
Dealings in KCOM Shares suspended 7.30 a.m. 1 August 2019(1)
Effective Date 1 August 2019(1)
Cancellation of listing of, By 8.00 a.m. on 2 August 2019(1)
and admission to trading of,
KCOM Shares
Latest date for despatch of 14 days after the Effective
cheques and/or crediting of Date
CREST accounts for cash consideration
due under the Scheme
Long Stop Date 31 October 2019(2)
Notes:
1. These times and dates are indicative only and will depend,
amongst other things, on the date on which: (i) the Conditions are
either satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme (which may not be the same day on which the
Court hears KCOM's application); and (iii) the order sanctioning
the Scheme is delivered to the Registrar of Companies. Changes to
other times or dates indicated above shall be notified by KCOM
issuing an announcement through a Regulatory Information Service
and by posting a notice on its website at www.kcomplc.com. All KCOM
Scheme Shareholders have the right to attend the Court Hearing.
2. This is the latest date by which the Scheme may become
Effective unless KCOM and MEIF 6 Fibre, with the consent of the
Panel and (if required) the approval of the Court, agree in writing
a later date.
All times shown are London times.
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.
END
MSCSEDFIMFUSEDW
(END) Dow Jones Newswires
July 26, 2019 11:38 ET (15:38 GMT)
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