TIDMWLG
RNS Number : 1796G
News Corporation
03 August 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
3 August 2016
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
RECOMMED CASH OFFER
for
WIRELESS GROUP PLC ("WIRELESS")
by
NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK &
IRELAND)")
an indirect wholly-owned subsidiary of
NEWS CORPORATION ("NEWS CORP")
SATISFACTION OF IRISH MERGER CONTROL CONDITION
News Corp (UK & Ireland) announces that on 2 August 2016
Ireland's Competition and Consumer Protection Commission ("CCPC")
issued a clearance notification for the acquisition of Wireless
and, accordingly, the Condition at paragraph 1(c) of Section A of
Part III of the offer document, which was posted to Wireless
Shareholders on 27 July 2016 (the "Offer Document"), has been
satisfied. The CCPC's full announcement is available at
http://www.ccpc.ie/enforcement/mergers/merger-notices/m16033-news-corpwireless.
Completion of the Offer remains subject to the satisfaction or
waiver of the other Conditions, including certain additional Irish
regulatory conditions, as set out in the Offer Document.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Offer Document.
Enquiries:
Lepe Partners (Financial Adviser to News
Corp and News Corp (UK & Ireland))
Julian Culhane +44 (0) 207 938 5810
Jonathan Goodwin
Brunswick Group LLP
Jonathan Glass +44 (0) 207 404 5959
Numis
(Financial Adviser and Rule 3 adviser to Wireless)
Nick Westlake +44 (0) 20 7260 1000
Lorna Tilbian
Chris Wilkinson
Michael Wharton
Goodbody
(Financial Adviser to Wireless)
Kevin Keating +353 1 667 0400
Linda Hickey
John Flynn
Important notices relating to financial advisers
Lepe Partners LLP ("Lepe"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for News Corp and News Corp (UK & Ireland) and no
one else in connection with the Offer and will not be responsible
to anyone other than News Corp and News Corp (UK & Ireland) for
providing the protections afforded to its clients or for providing
advice in relation to the Offer or in relation to the contents of
this announcement or any transaction or arrangement referred to in
this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Wireless and for no one else in
connection with the acquisition and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Wireless for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the matters referred
to in this announcement. Neither Numis nor any of its group
undertakings (as such term is defined in section 1161 of the
Companies Act 2006) or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contact, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
announcement, any statement contained herein or otherwise.
Goodbody Stockbrokers ("Goodbody"), is regulated in Ireland by
the Central Bank of Ireland. Goodbody is acting exclusively for
Wireless and for no one else in connection with the acquisition and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Wireless for providing the
protections afforded to clients of Goodbody, nor for providing
advice in relation to the matters referred to in this
announcement.
Further information:
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or an invitation to sell or purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer is effected solely through the
Offer Document and the accompanying Form of Acceptance, which
contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made only on the basis of the
information contained in the Offer Document. The laws of relevant
jurisdictions may affect the availability of the Offer to persons
not resident in the United Kingdom. Persons who are not resident in
the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. The Offer Document is available for public inspection
and also available on the websites of Wireless
(www.wirelessgroupplc.com) and News Corp (www.newscorp.com).
Overseas jurisdiction
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Wireless Shareholders
who are not resident in the United Kingdom to participate in the
Offer may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or Wireless Shareholders
who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Offer Document.
The Offer is not being made available, directly or indirectly,
in or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction except
pursuant to an exemption from the applicable securities laws of
such Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
US investors
The Offer is being made for securities in a company incorporated
in Northern Ireland with a listing on the London Stock Exchange and
the Irish Stock Exchange and Wireless Shareholders in the United
States should be aware that this announcement, the Offer Document
and any other documents relating to the Offer have been, or will
be, prepared in accordance with the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. All financial information relating to Wireless
that is included in this announcement or that may be included or
referred to in the Offer Document or any other documents relating
to the Offer, have been, or will be, prepared in accordance with
International Financial Reporting Standards adopted by the European
Union and therefore may not be comparable to financial statements
of US companies or companies whose financial statements are
prepared in accordance with US GAAP.
The Offer, if required to be made in the United States, is being
made pursuant to Section 14(e) of, and Regulation 14E under, the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subject to the exemptions provided by Rule 14d-1 under the Exchange
Act, and otherwise in accordance with the requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer is
being made solely by News Corp (UK & Ireland) and not by its
financial adviser. Wireless is a company incorporated under the
laws of Northern Ireland and News Corp (UK & Ireland) is a
company incorporated under the laws of England and Wales. It may
not be possible for Wireless Shareholders in the United States to
effect service of process within the United States upon Wireless or
News Corp (UK & Ireland) or their respective officers or
directors or to enforce against any of them judgments of the United
States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be
possible to sue Wireless or News Corp (UK & Ireland) or their
respective officers or directors, who may be residents of countries
other than the United States, in a non-US court for violations of
the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
In accordance with, and to the extent permitted by, applicable
law, the Takeover Code and normal UK market practice and Rule 14e-5
under the Exchange Act, News Corp (UK & Ireland) or its
nominees or brokers (acting as agents) or their respective
affiliates may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Wireless,
otherwise than pursuant to the Offer, at any time prior to
completion of the Offer. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Takeover
Code, the rules of the London Stock Exchange and Rule 14e-5 under
the Exchange Act to the extent applicable. In addition, in
accordance with, and to the extent permitted by, applicable law,
the Takeover Code and normal UK market practice and Rule 14e-5
under the Exchange Act, certain of the financial advisers and their
respective affiliates will continue to act as exempt principal
traders in Wireless Shares on the London Stock Exchange and engage
in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law. Any public
dealing disclosures required under the Takeover Code will be
available to all investors (including US investors) from any
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
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.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning News Corp, News Corp (UK
& Ireland) and Wireless. All statements other than statements
of historical fact may be forward-looking statements. Generally,
the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely,
such as future market conditions and the behaviours of other market
participants. Therefore undue reliance should not be placed on such
statements, which speak only as of the date of this announcement.
News Corp, News Corp (UK & Ireland) and Wireless assume no
obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.
Dealing and Opening Disclosure requirements of the Takeover
Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Takeover Code, any person who is, or
becomes, interested in 1% 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
(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 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 website and availability of hard copies
A copy of this announcement together with all information
incorporated into this announcement by reference to another source
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on News Corp's
website at www.newscorp.com and Wireless' website at
www.wirelessgroupplc.com by no later than 12 noon (London time) on
the Business Day following the publication of this announcement.
For the avoidance of doubt, the contents of those websites are not
incorporated by reference and do not form part of this
announcement.
Wireless Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by submitting a request in writing to Wireless at
Ormeau Road, Belfast, Co Antrim, BT7 1EB. A hard copy of this
announcement will not be sent unless requested. Any such person may
request that all future documents, announcements and information in
relation to the Offer should be sent to them in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFKMGGRDFKGVZM
(END) Dow Jones Newswires
August 03, 2016 11:09 ET (15:09 GMT)
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