TIDMTIK
RNS Number : 7285R
Tikit Group PLC
21 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
21 November 2012
RECOMMENDED CASH OFFER
for
Tikit Group plc
by
British Telecommunications plc
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Posting of Scheme Document
On 14 November 2012, it was announced that the boards of British
Telecommunications plc ("BT") and Tikit Group plc ("Tikit" or the
"Company") had reached agreement on the terms of a recommended cash
offer for Tikit by BT for the entire issued and to be issued share
capital of Tikit at a price per Tikit Share of 416 pence in cash.
It was also announced that the Offer would be effected by means of
a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act.
Further to that announcement, the boards of Tikit and BT are
pleased to announce that the scheme document relating to the Offer
("Scheme Document") is being posted to Tikit Shareholders today, 21
November 2012. The Scheme Document contains, amongst other things,
the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act, expected
timetable of principal events and details of the actions to be
taken by the Tikit Shareholders. Participants in the Tikit Share
Schemes will shortly be sent further details of the actions they
can take in respect of such schemes.
A detailed timetable of events for the Scheme is set out in the
appendix to this announcement. These dates are indicative only and
will depend, amongst other things, on the date on which the Court
sanctions the Scheme and confirms the Capital Reduction. If the
expected dates change, the Company will give notice of the changes
in an announcement through a Regulatory Information Service.
Tikit Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the Scheme or
the Offer. The Court Meeting and the General Meeting to be convened
in connection with the Offer will each be held at the offices of
DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE on Friday 14
December 2012. The Court Meeting will commence at 10.00 a.m. and
the General Meeting will commence at 10.15 a.m. (or as soon
thereafter as the Court Meeting is concluded or adjourned).
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
Enquiries:
BT plc
Dan Thomas, Press Office Tel: +44 (0)
20 7356 5369
Damien Maltarp, Investor Relations Tel: +44 (0)
20 7356 4909
BofA Merrill Lynch (financial Tel: +44 (0)
adviser BT plc) 20 7996 1000
Ian Ferguson
Ken McLaren
Andrew Tusa
Tikit Group plc Tel: +44 (0)
20 7400 3737
Mike McGoun, Non-Executive Chairman
David Lumsden, Chief Executive
Office
Mike Kent, Finance Director
Investec Bank plc (financial Tel: +44 (0)
adviser, nominated adviser and 20 7597 5000
broker to Tikit)
Andrew Pinder
Junya Iwamoto
Carlton Nelson
Tavistock Communications (public Tel: +44 (0)
relations adviser to Tikit) 20 7920 3150
John West
Lulu Bridges
BofA Merrill Lynch is acting exclusively for BT in connection
with the Offer and no-one else and will not be responsible to
anyone other than BT for providing the protections afforded to
clients of BofA Merrill Lynch or for providing advice in relation
to the Offer or any other matter referred to in this
announcement.
Investec is acting exclusively for Tikit in connection with the
Offer and no one else and will not be responsible to anyone other
than Tikit for providing the protections afforded to clients of
Investec or for providing advice in relation to the Offer or any
other matter referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 paper 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 paper
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 paper 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. on the 10th Business Day following the commencement of
the offer period and, if appropriate, by no later than 3.30 p.m. on
the 10th Business Day following the announcement in which any paper
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror
prior to 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 one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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. 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 paper
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on websites
This announcement and the Scheme Document, together with all
information incorporated into this announcement by reference to
another source, will be available free of charge, subject to any
applicable restrictions relating to persons resident in Restricted
Jurisdictions, on the following websites during the course of the
Offer:
-- http://www.bt.com/investor; and
-- http://www.tikit.com/investors.
For the avoidance of doubt, the content of the websites referred
to above is not incorporated into and does not form part of this
announcement.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and date
Latest time for lodging
Forms of Proxy for the:
Court Meeting (WHITE Form 10.00 a.m. on 12 December
of Proxy) 2012(1)
General Meeting (BLUE Form 10.15 a.m. on 12 December
of Proxy) 2012(2)
Scheme Voting Record Time 6.00 p.m. on 12 December
2012(3)
Court Meeting 10.00 a.m. on 14 December
2012
General Meeting 10.15 a.m. on 14 December
2012(4)
Certain of the following
dates are subject to change
(please see note (5) below):
Scheme Court Hearing 15 January 2013(5)
Last day of dealings in, up until 5.00 p.m. on
and for registration of 16 January 2013(5)
transfer of, and disablement
of CREST of, Tikit Shares
Scheme Record Time 6.00 p.m. on 16 January
2013(5)
Suspension of admission 7.30 a.m. on 17 January
of, and dealings, settlement 2013(5)
and transfers in, Tikit
Shares
Reduction Court Hearing 17 January 2013(5)
Effective Date 18 January 2013(5)
Date for cancellation of by no later than 8.00
admission to trading of a.m. on 21 January 2013(5)
Tikit Shares
Latest date of despatch within 14 days of the
of cheques and settlement Effective Date
through CREST or other form
of payment of Consideration
Long Stop Date 14 May 2013
The Court Meeting and the General Meeting will each be held at
the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V
7EE.
All references in this announcement to times are to times in
London (unless otherwise stated).
(1) It is requested that the WHITE Form of Proxy for the Court
Meeting be received before 10.00 a.m. on 12 December 2012, or, if
the Court Meeting is adjourned, not later than 48 hours before the
time fixed for the holding of the adjourned meeting. WHITE Forms of
Proxy not so received may be handed to the Chairman of the Court
Meeting before the taking of the poll at the Court Meeting.
(2) The BLUE Form of Proxy for the General Meeting must be
lodged before 10.15 a.m. on 12 December 2012 in order for it to be
valid, or, if the General Meeting is adjourned, not later than 48
hours before the time fixed for the holding of the adjourned
meeting. The BLUE Form of Proxy cannot be handed to the Chairman of
the General Meeting at that meeting.
(3) If either the Court Meeting or the General Meeting is
adjourned, the voting record time for the adjourned meeting will be
6.00 p.m. on the day which is two days before the adjourned
meeting.
(4) Or as soon thereafter as the Court Meeting shall have been
concluded or adjourned.
(5) These times and dates are indicative only and will depend,
among other things, on the date on which the Conditions are either
satisfied, or (if capable of waiver) waived, and the dates upon
which the Court sanctions the Scheme and confirms the associated
Capital Reduction. It will also depend on whether the Court
Order(s) sanctioning the Scheme and confirming the Capital
Reduction and, in relation to the Reduction, the Statement of
Capital are delivered to the Registrar of Companies, and if
required by the Court, when the Reduction Court Order is
registered. Tikit will give notice of the change(s) by issuing an
announcement through a Regulatory Information Service and, if
required by the Panel, post notice of the change(s) to Tikit
Shareholders and, for information only, to participants in the
Tikit Share Schemes.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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