TIDMKCOM
RNS Number : 7068F
KCOM Group PLC
16 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
16 July 2019
KCOM GROUP PUBLIC LIMITED COMPANY
New date for shareholder meetings
On 3 June 2019, the boards of KCOM Group Public Limited Company
("KCOM") and MEIF 6 Fibre Limited ("MEIF 6 Fibre"), a wholly-owned
indirect subsidiary of Macquarie Infrastructure Fund 6 SCSp (an
investment fund managed by Macquarie Infrastructure and Real Assets
(Europe) Limited), announced that they had reached agreement on the
terms of a recommended cash offer pursuant to which MEIF 6 Fibre
would acquire 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. It is intended that the
Acquisition will be implemented by way of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
As a result of the auction procedure announced by the Takeover
Panel on 4 July 2019 (the "Auction Procedure"), on 11 July 2019 the
Court Meeting and General Meeting, which had been convened in
order, to approve the Acquisition, were adjourned in order to allow
the Auction Procedure to reach its conclusion.
On 12 July 2019 MEIF 6 Fibre announced a revised cash offer of
120.3 pence for each KCOM Scheme Share (the "Revised Offer"), which
it is intended will 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, which meetings would be
re-convened as soon as reasonably practicable.
New date for KCOM Meetings
KCOM announces today that the KCOM Directors have determined to
reconvene the Court Meeting and the General Meeting as follows:
-- the Court Meeting will reconvene at 11.00 a.m. on 26 July
2019, at the Kingston Suite, KCOM Stadium, Hull, HU3 6HU (the
"Reconvened Court Meeting"); and
-- the General Meeting will reconvene at 11.15 a.m. on 26 July
2019, at the Kingston Suite, KCOM Stadium, Hull, HU3 6HU (the
"Reconvened General Meeting").
Notices of the Court Meeting and General Meeting were set out in
Appendix 6 and Appendix 7 respectively to the scheme document
posted to KCOM Shareholders on 18 June 2019 (the "Scheme
Document"). No business may be transacted at the Reconvened Court
Meeting or the Reconvened General Meeting other than the business
which might properly have been transacted at the Court Meeting and
General Meeting had such adjournments not taken place.
A summary of the action to be taken by KCOM Scheme Shareholders
and a revised timetable of principal events are set out in
Appendicies 1 and 2 respectively to this announcement.
KCOM Shareholders should note that KCOM does not intend to
publish a revised scheme document nor post to KCOM Shareholders
written notice of the timing and venue of the Reconvened Court
Meeting or the Reconvened General Meeting.
Fractional Entitlements
Pursuant to the Revised Offer, KCOM Scheme Shareholders' cash
entitlements under the Scheme will be rounded up to the nearest
penny.
KCOM LTIP
As a result of the Revised Offer, KCOM will issue up to
3,618,620 KCOM Shares in respect of the exercise of options or
vesting of awards under the KCOM LTIP (having taken into account
the exercise by the KCOM Remuneration Committee of applicable
discretions).
RECOMMATION
As stated in the announcement made by KCOM on 12 July 2019, the
KCOM Directors, who have been so advised by Rothschild & Co as
to the financial terms of the Revised Offer, consider the terms of
the Revised Offer to be fair and reasonable. In providing its
advice to the KCOM Directors, Rothschild & Co has taken into
account the commercial assessments of the KCOM Directors.
Rothschild & Co is providing independent financial advice to
the KCOM Directors for the purpose of Rule 3 of the Takeover
Code.
Accordingly, the KCOM Directors recommend unanimously that KCOM
Shareholders vote in favour of the Scheme at the Reconvened Court
Meeting and in favour of the General Meeting Resolution to be
proposed at the Reconvened General Meeting.
The KCOM Directors advise KCOM Shareholders to take no action in
respect of the USS Offer.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme
Document.
Enquiries:
KCOM Group Public Limited Company Tel: +44 (0) 1482 602
595
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Rothschild & Co (Lead financial adviser to KCOM) Tel: +44 (0) 20 7280
5000
Warner Mandel
Yasmine Benkhanouche
Pietro Franchi
Peel Hunt LLP (Joint financial adviser and joint Tel: +44 (0) 20 7418
broker to KCOM) 8900
Charles Batten
Edward Knight
Max Irwin
Investec Bank plc (Joint financial adviser and Tel: +44 (0) 20 7597
joint broker to KCOM) 5970
Patrick Robb
Andrew Pinder
Sebastian Lawrence
FTI Consulting (PR adviser to KCOM) Tel: +44 (0) 20 3727
1000
Ed Bridges
Matt Dixon
Jamie Ricketts
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 any offer or
otherwise.
Important notices relating to financial advisers
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for KCOM and for no one else in relation to
the subject matter of 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.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting for KCOM and for no one
else in connection with the subject matter of this announcement and
will not be responsible to anyone other than KCOM for the
protections afforded to its clients or for providing advice in
relation to the Acquisition.
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 for no one else in relation to the
subject matter of 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.
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 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.
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.
Appendix 1
ACTION TO BE TAKEN
Detailed instructions on the action to be taken are set out on
pages 8 to 10 of the Scheme Document and are summarised below.
KCOM Shareholders who have already submitted Forms of Proxy for
the Court Meeting and the General Meeting and do not wish to change
their voting instructions, need take no further action as their
Forms of Proxy will continue to be valid in respect of the
Reconvened Court Meeting and the Reconvened General Meeting.
KCOM Shareholders who have submitted Forms of Proxy for the
Court Meeting and/or the General Meeting and who now wish to change
their voting instructions, or who have misplaced their Form(s) of
Proxy, should contact Link Asset Services on 0800 029 4521.
KCOM Shareholders who have yet to submit either or both of the
Forms of Proxy, and whether or not they plan to attend the
Reconvened Court Meeting and/or Reconvened General Meeting, are
requested to:
1. COMPLETE AND RETURN THE BLUE FORM OF PROXY, TO BE RECEIVED BY
NO LATER THAN 11.00 A.M. (LONDON TIME) ON 24 JULY 2019; and
2. COMPLETE AND RETURN THE WHITE FORM OF PROXY, TO BE RECEIVED
BY NO LATER THAN 11.15 A.M. (LONDON TIME) ON 24 JULY 2019,
(or, in the case of a further adjournment if either meeting, not
less than 48 hours (excluding any part of a day that is not a
Business Day) prior to the time and date set for the adjourned
meeting).
KCOM Shareholders should note that forms of proxy or proxy
instructions (made electronically or through CREST) submitted in
respect of the USS Offer are not valid and do not count in respect
of the Acquisition. KCOM Shareholders who wish to appoint a proxy
in respect of the Reconvened Court Meeting and/or the Reconvened
General Meeting must (if they have not already done so) complete
and return the Forms of Proxy or appoint a proxy electronically or
through CREST in accordance with the procedures set out in the
Scheme Document.
KCOM Shareholders may (instead of completing a Form of Proxy)
also appoint a proxy electronically by logging on to the
shareholder portal at www.kcom-shares.com. KCOM Shareholders should
note that they will require their investor code in order to
register for the shareholder portal if they have not already
registered. The investor code can be found on share certificates or
through contacting KCOM's registrars, Link Asset Services.
The completion and return of the Forms of Proxy (or the
appointment of a proxy through CREST or electronically) will not
prevent KCOM Shareholders from attending and voting at the
Reconvened Court Meeting or the Reconvened General Meeting, or any
adjournment thereof, in person should they wish to do so.
Shareholder helpline
KCOM Shareholders who have any questions relating to the
Reconvened Court Meeting, the Reconvened General Meeting or the
completion and return of the Forms of Proxy should contact KCOM's
registrars, Link Asset Services, during business hours on 0800 029
4521 or by writing to shareholderenquiries@linkgroup.co.uk or Link
Asset Services, The Registry, 34 Beckenham Road, Beckenham BR3 4TU.
Charges for calls to Freephone numbers will vary by provider. Calls
from outside of the United Kingdom will be charged at the
applicable international rate. Lines will be open between 9.00 a.m.
and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Acquisition nor give any financial, legal or
tax advice.
Appendix 2
AMED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following amended indicative timetable sets out expected
dates for the implementation of the Scheme and replaces that set
out on page 12 of the Scheme Document. All times shown are London
times.
Event Time and/or date
Publication of Scheme Document 18 June 2019
Latest time for receipt of Forms
of Proxy for:
Reconvened Court Meeting (BLUE 11:00 a.m. on 24 July 2019(1)
form)
Reconvened General Meeting (WHITE 11:15 a.m. on 24 July 2019(1)
form)
Voting Record Time for the Reconvened 10:00 p.m. on 24 July 2019(2)
Court Meeting and Reconvened
General Meeting
Reconvened Court Meeting 11:00 a.m. on 26 July 2019
Reconvened General Meeting 11:15 a.m. on 26 July 2019(3)
The following dates are indicative only and subject to change,
please see note (4) below
Court Hearing (to sanction the A date expected to be no later
Scheme) than 14 days after the satisfaction
or, where applicable, waiver
of the FCA Condition (which
is expected to be in Q3 2019)
("D")(4)
Last day of dealings in, and D + 1 Business Day(4)
for registration of transfers
of, and disablement in CREST
of, KCOM Shares
Dealings in KCOM Shares suspended 6.00 p.m. on D + 1 Business
Day(4)
Scheme Record Time 10.00 p.m. on D + 1 Business
Day(4)
Effective Date D + 2 Business Days(4)
Cancellation of listing of and By 8.00 a.m. on D+3 Business
admission to trading of KCOM Days(4)
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(5)
Notes:
The Reconvened Court Meeting and the Reconvened General Meeting
will both be held at the Kingston Suite, KCOM Stadium, Hull, HU3
6HU.
1. If the BLUE Form of Proxy for the Reconvened Court Meeting is
not received by Link Asset Services by 11.00 a.m. on 24 July 2019
(or, in the case of an adjourned meeting, not less than 48 hours
(excluding any part of a day that is not a Business Day) prior to
the time and date set for the adjourned meeting), it may be handed
to the Chairman at the Reconvened Court Meeting at any time before
the taking of the poll and still be valid. However, the WHITE Form
of Proxy for the Reconvened General Meeting must be received by
Link Asset Services by 11.15 a.m. on 24 July 2019 (or, in the case
of an adjourned meeting, not less than 48 hours (excluding any part
of a day that is not a Business Day) prior to the time and date set
for the adjourned meeting) in order for it to be valid.
2. If either the Reconvened Court Meeting or the Reconvened
General Meeting is further adjourned, the Voting Record Time for
the adjourned meeting will be 10.00 p.m. on the day which is two
days before the date fixed for the adjourned meeting (excluding any
day which is not a Business Day).
3. The Reconvened General Meeting will commence at 11.15 a.m. on
26 July 2019 or, if later, as soon thereafter as the Reconvened
Court Meeting has been concluded or adjourned.
4. 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. The Court
Hearing to sanction the Scheme is expected to be held no later than
14 days after the satisfaction or waiver of the FCA Condition. KCOM
will give adequate notice of the date and time of the Court
Hearing, once known, by issuing an announcement through a
Regulatory Information Service and by posting a notice on its
website at www.kcomplc.com. Further changes to other times or dates
indicated above shall be notified in the same way. All KCOM
Shareholders have the right to attend the Court Hearing.
5. 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.
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
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