TIDMWLG
RNS Number : 2338J
News Corporation
07 September 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 OR REGULATIONS OF SUCH
JURISDICTION
7 September 2016
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")
Offer Update - Extension of the Offer Timetable
On 18 August 2016, News Corp (UK & Ireland) announced that
its recommended cash offer for Wireless (the "Offer") had become
unconditional as to acceptances and that the Offer had been
extended until further notice.
As at 3.00 p.m. on 7 September 2016 News Corp (UK & Ireland)
had received valid acceptances of the Offer in respect of
64,425,170 Wireless Shares, representing approximately 93.84 per
cent. of the existing issued share capital of Wireless.
The Code requires that, except with the consent of the Panel,
all conditions to the Offer must either be fulfilled or the Offer
must lapse within 21 days of the date on which the Offer becomes,
or is declared, unconditional as to acceptances which, in the case
of the Offer, would have been 7 September 2016. In order to
accommodate the review process relating to the Regulatory Approvals
(as defined below), which in accordance with the statutory
timetable may be completed on or before 27 September 2016, News
Corp (UK & Ireland) and Wireless have requested and received
the consent of the Panel to extend the date by which the Offer must
become or be declared unconditional in all respects in accordance
with Rule 31.7 of the Code until 28 September 2016 (and that such
date may not be further extended other than with the agreement of
Wireless, News Corp (UK & Ireland), as well as with the consent
of the Panel).
As a consequence of the Offer having become unconditional as to
acceptances, any Wireless Shareholders who have accepted the Offer
or who accept the Offer following the release of this announcement
will not be able to withdraw their acceptances. Following the Offer
becoming or being declared unconditional in all respects, News Corp
(UK & Ireland) commits to pay all consideration to Wireless
Shareholders who have validly accepted the Offer within 14 days of
the Offer becoming or being declared unconditional in all respects
or, in relation to valid acceptances received after that date,
within 14 days of receipt of that acceptance.
News Corp (UK & Ireland) hereby waives all outstanding
conditions set out in the Offer Document other than the conditions
set out in paragraphs 1(b), 1(d) and 1(e) of Section A, Part III of
the Offer Document. As such, the Offer remains subject only to the
conditions set out in paragraphs 1(b), 1(d) and 1(e) of Section A,
Part III of the Offer Document, which state that the Offer is
conditional on:
-- either:
(i) the Secretary of State not having issued an Intervention
Notice on or before the date on which all other conditions have
been satisfied or waived; or
(ii) if the Secretary of State has issued an Intervention Notice
on or before the date referred to in paragraph (i) above the
Secretary of State indicating in terms satisfactory to News Corp
(UK & Ireland) (acting reasonably) that she does not intend to
make a CMA Phase 2 reference;
-- the Offer having been notified to the MCCCNR pursuant to
section 28B(1) of the Competition Act and the MCCCNR having
informed News Corp (UK & Ireland) of his determination pursuant
to section 28D(1) of the Competition Act that the Offer may be put
into effect on terms acceptable to News Corp (UK & Ireland);
and
-- the BAI having consented in writing to any change of control,
amendment to a sound broadcasting contract, acquisition,
arrangement or appointment to be effected as part of the Offer
which requires the consent, waiver or approval of the BAI on terms
acceptable to News Corp (UK & Ireland),
together, the "Regulatory Approvals".
De-listing
As set out in paragraph 8 of Part II of the Offer Document, if
the Offer becomes, or is declared, unconditional in all respects,
News Corp (UK & Ireland) intends to procure that the making of
an application by Wireless for the cancellation of the listing of,
and the trading in Wireless Shares on the Official List and on the
Irish Stock Exchange, which will take effect no earlier than 20
Business Days following the Offer becoming, or being declared,
unconditional in all respects.
It is also intended that, if News Corp (UK & Ireland) is
able to procure the cancellations referred to above, Wireless will
be re-registered as a private company under the relevant provisions
of the Companies Act 2006.
Compulsory acquisition
As set out in paragraph 8 of Part II of the Offer Document, if
the Offer becomes, or is declared, unconditional in all respects,
News Corp (UK & Ireland) also intends to exercise its rights
pursuant to sections 974-982 (inclusive) of the Companies Act 2006
to acquire compulsorily the remaining Wireless Shares.
Actions to be taken
The Offer remains open for acceptance until further notice. At
least 14 days' notice will be given by an announcement before the
Offer is closed. Save as set out above or previously disclosed, all
of the terms and conditions as outlined in the Offer Document still
apply.
Wireless Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible:
-- If you hold Wireless Shares in certificated form (that is,
not in CREST), you must complete the Form of Acceptance in
accordance with the instructions printed thereon and return it to
the Receiving Agent, Computershare (along with any appropriate
share certificate(s) and/or other document(s) of title) as soon as
possible in accordance with the procedures set out in the Form of
Acceptance and Section C of Part III of the Offer Document.
-- If you hold Wireless Shares in uncertificated form (that is,
in CREST), you should follow the procedures for electronic
acceptance through CREST so that a relevant TTE Instruction settles
as soon as possible in accordance with the procedures set out in
Section D of Part III of the Offer Document. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear in relation to your Wireless Shares.
Further copies of the Offer Document, the Form of Acceptance and
this announcement may be obtained by contacting Computershare by
way of a written request to Computershare, Heron House, Corrig
Road, Sandyford Industrial Estate, Dublin 18, Ireland or by
telephone on +44 (0) 370 707 1644 from within the UK or on +353 (0)
1447 5524 if calling from outside the UK (lines are open from 9.00
a.m. to 5.00 p.m. (London time) Monday to Friday (excluding English
and Irish public holidays).
Calls to the helpline from outside the UK or Ireland will be
charged at the applicable international rate. 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 Offer nor give
financial, legal or tax advice.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the offer document dated 27
July 2016.
This announcement is made with the agreement of Wireless.
A hard copy of this announcement will be sent to Wireless
Shareholders.
Enquiries:
News Corp (UK & Ireland)
Daisy Dunlop, Director
of Communications +44 (0) 20 7782 8000
News Corp
Michael Florin, Investor
Relations +1 212 416 3363
Lepe Partners (Financial
Adviser to News Corp and
News Corp (UK & Ireland))
Julian Culhane
Jonathan Goodwin +44 (0) 207 938 5810
Brunswick Group LLP
Jonathan Glass
Andrew Porter
David Blackburn +44 (0) 207 404 5959
Wireless Group plc
Richard Huntingford,
via Maitland:
Jamie Dunkley
Robbie Hynes +44 (0)207 379 5151
Numis (Financial Adviser
and Rule 3 adviser to
Wireless)
Nick Westlake
Lorna Tilbian
Chris Wilkinson
Michael Wharton +44 (0) 20 7260 1000
Goodbody
(Financial Adviser to
Wireless)
Kevin Keating
Linda Hickey
John Flynn +353 1 667 0400
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
contains 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 will be available for public
inspection and also be 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, will be
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 will be 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
will be 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.
Publication on website and information relating to Wireless
Shareholders
In accordance with Rule 26.1 of the Takeover Code, 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.
Please be aware that addresses, electronic addresses and certain
information provided by Wireless Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Wireless may be provided to News Corp (UK &
Ireland) during the Offer Period as requested under Section 4 of
Appendix 4 of the Code to comply with Rule 2.12(c).
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPSSLFLWFMSEIU
(END) Dow Jones Newswires
September 07, 2016 11:11 ET (15:11 GMT)
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