TIDMTCY TIDMEQIX
RNS Number : 9476L
Telecity Group PLC
15 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
15 January 2016
RECOMMENDED CASH AND SHARE OFFER
for
Telecity Group plc (the "Company")
by
Equinix (UK) Acquisition Enterprises Limited, a wholly-owned
subsidiary of Equinix, Inc. ("Equinix")
Suspension of Dealings in TelecityGroup Shares
Further to the announcement of the Board of the Company on 13
January 2016 regarding the sanction of the Scheme, the Company
announces that dealings in TelecityGroup Shares have been suspended
with effect from 7.30 a.m. (GMT) today.
The Court sanctioned the Scheme at the Scheme Court Hearing on
13 January 2016 and the Effective Date of the Scheme is expected to
be 15 January 2016.
It is expected that the listing of TelecityGroup Shares on the
premium listing segment of the Official List and the main market of
the London Stock Exchange will be cancelled with effect from 8.00
a.m. (GMT) on 18 January 2016.
The expected timetable of principal events relating to the
Scheme is set out on page twelve of the Scheme Document. If any of
the key dates set out in the timetable change, the Company will
give notice of this change by issuing an announcement through a
Regulatory Information Service and by making such announcement
available on its website at www.telecitygroup.com.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Enquiries
TelecityGroup (Media)
James Tyler +44 207 001 0076
TelecityGroup (Investor
relations)
Rosie Wilkins +44 203 229 1138
Goldman Sachs International
(Lead Financial Adviser,
Rule 3 Adviser and Joint
Corporate Broker to
TelecityGroup) +44 207 774 1000
Anthony Gutman
Richard Cormack
Nicholas van den Arend
Alex Garner
Oakley Capital Limited
(Financial Adviser and
Rule 3 Adviser to TelecityGroup) +44 207 766 6933
Christian Maher
Anthony Yaneza
Marc Jones
Victoria Boxall
Barclays Bank PLC, acting
through its Investment
Bank (Financial Adviser
and Joint Corporate
Broker to TelecityGroup) +44 207 623 2323
Matthew Smith
Joe Valenti
Greenhill & Co International
LLP (Financial Adviser
to TelecityGroup) +44 207 198 7400
David Wyles
Pieter-Jan Bouten
Brunswick (Public relations
adviser to TelecityGroup) +44 207 404 5959
Sarah West
Aideen Lee
Cautionary note regarding forward-looking statements
This announcement contains statements which constitute
"forward-looking statements". Forward-looking statements include
any statements related to the proposed transaction and the expected
benefits or estimated synergies resulting from a transaction with
Equinix and are generally identified by words such as 'believe',
'expect', 'anticipate', 'intend', 'estimate', 'will', 'may',
'continue', 'should', and other similar expressions.
Forward-looking statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of TelecityGroup, that could cause actual
results and developments to differ materially from those expressed
in, or implied or projected by, the forward-looking statements.
In addition, there can be no assurance that the proposed
transaction with Equinix will be completed in a timely manner, or
at all. TelecityGroup does not undertake to update any of the
forward-looking statements after this date to conform such
statements to actual results, to reflect the occurrence of
anticipated results or otherwise, except to the extent legally
required.
Other than where expressly indicated, no statement in this
announcement is intended as a profit forecast or profit estimate
and no statement in this announcement should be interpreted to mean
that earnings per TelecityGroup or Equinix ordinary share for any
period would necessarily match or exceed the historical published
earnings per TelecityGroup or Equinix shares.
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for the Company and no one else in connection with the
Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the Offer
or any matter referred to herein.
Oakley Capital Limited is authorised and regulated by the FCA.
Oakley Capital Limited is acting as financial adviser for the
Company and no one else in connection with the Offer and will not
regard any other person as its client nor be responsible to anyone
other than those persons for providing the protections afforded to
clients of Oakley Capital Limited or for providing advice in
connection with the Offer or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively for
the Company and no one else in connection with the Offer and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Barclays, or for providing
advice in connection with the Offer or any matter referred to
herein.
Greenhill & Co. International LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting for the
Company and no one else in connection with the Offer and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Greenhill & Co.
International LLP, or for providing advice in connection with the
Offer or any matter referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction.
The Company and Equinix urge TelecityGroup Shareholders to read
the Scheme Document because it contains important information
relating to the Offer.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement
(in whole or in part) in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons into
whose possession this announcement comes should inform themselves
about, and observe, any applicable legal and regulatory
requirements. Any failure to comply with any applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with English law and the City 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 any jurisdictions outside the United Kingdom.
Copies of this announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (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.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements.
Additional information for US investors
None of the securities referred to in the Scheme Document have
been approved or disapproved by the US Securities and Exchange
Commission (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 Scheme Document. Any representation to the contrary is a
criminal offence in the United States.
The Equinix Consideration Shares to be issued under the Scheme
have not been registered under the U.S. Securities Act, or
applicable state securities laws and are being issued in reliance
on the exemption from registration set forth in Section 3(a)(10)
thereof on the basis of the approval of the Court.
Any securities to be offered in the Scheme or pursuant to the
Offer as described in the Scheme Document have not been and will
not be registered under the Securities Act, or under the securities
laws of any state, province, territory, district or other
jurisdiction of the United States, or of Canada, Australia or
Japan. Accordingly, such securities may not be offered, sold or
delivered, directly or indirectly, in or into such jurisdictions
except pursuant to exemptions from applicable requirements of such
jurisdictions.
TelecityGroup Shareholders that are tax resident in the United
States should be aware that the exchange of their TelecityGroup
Shares or TelecityGroup ADRs for Equinix Consideration Shares
and/or cash as described in the Scheme Document is expected to be a
taxable exchange for US federal income tax purposes and may have
tax consequences to them in the United Kingdom. TelecityGroup
Shareholders who are resident in, or citizens of, the United States
are advised to consult their own tax advisers to determine the
particular United States tax consequences to them of the Scheme in
light of their particular situation, as well as any tax
consequences that may arise under the laws of any other relevant
foreign, state, local, or other taxing jurisdiction.
January 15, 2016 02:51 ET (07:51 GMT)
TelecityGroup Shareholders within the charge to UK corporation
tax or capital gains tax and TelecityGroup Shareholders who are tax
resident in the United States should note that the Offer will not
qualify for "rollover relief" for UK tax purposes and is expected
to be a taxable exchange for US tax purposes with the effect that
such TelecityGroup Shareholders would be treated as disposing of
their TelecityGroup Shares as a result of the Offer, irrespective
of the extent to which they receive their consideration in cash or
in Equinix Consideration Shares. TelecityGroup Shareholders who are
in any doubt as to their tax position, should contact their
professional adviser immediately.
The Offer relates to the shares of an English company and is
subject to United Kingdom procedural and disclosure requirements
that are different from those of the United States. Any financial
statements or other financial information included in the Scheme
Document may have been prepared in accordance with non-US
accounting standards that may not be comparable to the financial
statements of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. It may be difficult for US holders
of shares to enforce their rights and any claims they may have
arising under the US federal securities laws in connection with the
Offer, since the Company is located in a country other than the
United States, and some or all of its officers and directors may be
residents of countries other than the United States. US holders of
shares in the Company may not be able to sue the Company or their
respective officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel the
Company and its affiliates to subject themselves to the
jurisdiction or judgment of a US court.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in 1 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 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 prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1 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 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 Takeover 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 website and availability of hard copies
A copy of this announcement will be available, subject to
certain restrictions in relation to persons resident, located or
with a registered address in certain overseas jurisdictions, on the
Company's website at www.telecitygroup.com. For the avoidance of
doubt, the contents of that website are not incorporated and do not
form part of this announcement.
You may request a hard copy of this announcement by writing to
Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU or by calling them on 0871 664 0300(1) from within
the UK or on +44 (0)20 8639 3399 if calling from outside the
UK.
If you hold Telecity ADRs, you should instead make the request
by writing to Deutsche Bank Trust Company Americas, c/o American
Stock Transfer & Trust Company, Peck Slip Station, P.O. Box
2050, New York, NY 10272-2050, USA or by calling them on +1 866 249
2593(2) from within the US or +1 718 921 8137 from outside the
US.
You may also request that all future documents, announcements
and information to be sent to you in relation to the Offer should
be in hard copy form.
1 Calls cost 10p per minute plus network charges. Lines are open
from 8.30 am to 5.30 pm, Monday to Friday (excluding UK public
holidays).
2 Calls are toll free from inside the USA.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBIMRTMBBBBAF
(END) Dow Jones Newswires
January 15, 2016 02:51 ET (07:51 GMT)
Telecity (LSE:TCY)
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Telecity (LSE:TCY)
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