TIDMCPW
RNS Number : 4634O
Carphone Warehouse Group PLC
06 August 2014
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 THAT
JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS AND DIXONS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW DIXONS CARPHONE SHARES EXCEPT ON
THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE DIXONS
CARPHONE PROSPECTUS
FOR IMMEDIATE RELEASE
Recommended all-share merger
of
Dixons Retail plc ("Dixons")
and
Carphone Warehouse Group plc ("Carphone")
Scheme becomes effective
Carphone changes name to Dixons Carphone plc
Further to the announcement of the recommended all-share merger
of Dixons and Carphone on 26 June 2014, to be implemented by way of
a Court-sanctioned scheme of arrangement of Dixons under Part 26 of
the Companies Act 2006, Dixons and Carphone are pleased to announce
that the Scheme has now become effective and the entire issued
ordinary share capital of Dixons is owned by Carphone. This follows
the Court's sanction of the Scheme at a hearing held on 4 August
2014 and the Court's confirmation of the reduction of Dixons' share
capital in connection with the Scheme at a hearing held earlier
today.
Dixons Shareholders on the register at the Scheme Record Date,
being 6.00 p.m. on 5 August 2014, will receive 0.155 of a New
Dixons Carphone Share for each Scheme Share held.
Carphone also confirms that it has today changed its name to
Dixons Carphone plc. Trading in Carphone's shares on the London
Stock Exchange's main market for listed securities under the new
name of Dixons Carphone plc will take effect from 8.00 a.m. on 7
August 2014 under TIDM (ticker symbol) "DC.".
Applications have been made to the UK Listing Authority and to
the London Stock Exchange for the New Dixons Carphone Shares to be
admitted to the premium listing segment of the Official List and to
trading on the main market for listed securities of the London
Stock Exchange, respectively. It is expected that Admission will
become effective and that dealings for normal settlement in the New
Dixons Carphone Shares will commence at 8.00 a.m. on 7 August
2014.
Admission to trading of Dixons Shares on the London Stock
Exchange's main market for listed securities and the listing of
Dixons Shares on the premium listing segment of the Official List
of the UK Listing Authority will be cancelled at 8.00 a.m. on 7
August 2014.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document dated 26 June 2014.
For further information:
Carphone Warehouse Group plc Dixons Retail plc
Kate Ferry David Lloyd-Seed
Investor Relations Director IR, PR & Corporate Affairs Director
Tel: +44 7748 933206 Tel: +44 1727 205065
Deutsche Bank (lead financial Citigroup Global Markets Limited
adviser and corporate broker (lead financial adviser and corporate
to Carphone) broker to Dixons)
Scott Bell Ben Story
James Arculus Jan Skarbek
Matt Hall (Corporate Broking) Andrew Seaton (Corporate Broking)
Tel: +44 20 7545 8000 Tel: +44 20 7986 4000
UBS (financial adviser and Barclays (financial adviser and
corporate broker to Carphone) corporate broker to Dixons)
David James Mark Astaire
Anna Richardson Brown Tel: +44 20 7623 2323
Sandip Dhillon
Tel: +44 20 7567 8000
Citigate Dewe Rogerson (PR Brunswick (PR adviser to Dixons)
adviser to Carphone) Nick Cosgrove
Anthony Carlisle Tel: +44 20 7404 5959
Tel: +44 20 7638 9571
Important notices
Citigroup Global Markets Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting as lead
financial adviser and corporate broker to Dixons and for no one
else in connection with the Merger and will not be responsible to
anyone other than Dixons for providing the protections afforded to
its clients or for providing advice in connection with the Merger
or any other matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority, is acting as financial adviser and corporate broker to
Dixons and for no one else in connection with the Merger and will
not be responsible to anyone other than Dixons for providing the
protections afforded to its clients or for providing advice in
connection with the Merger or any other matter referred to
herein
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFIN - Federal Financial Supervisory
Authority). Deutsche Bank AG, London Branch is further authorised
by the Prudential Regulation Authority and is subject to limited
regulation by the FCA and the Prudential Regulation Authority.
Deutsche Bank is acting as lead financial adviser, joint sponsor
and corporate broker to Carphone and for no one else in connection
with the Merger and Admission and will not be responsible to anyone
other than Carphone for providing the protections afforded to its
clients or for providing advice in connection with the Merger or
Admission or any other matter referred to herein.
UBS Limited, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting as joint financial
adviser, joint sponsor and corporate broker to Carphone and for no
one else in connection with the Merger and Admission and will not
be responsible to anyone other than Carphone for providing the
protections afforded to its clients or for providing advice in
connection with the Merger or Admission or any other matter
referred to herein.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer,
invitation or the 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, pursuant to the Merger or otherwise nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. The Merger will be effected
solely by means of the Scheme Document which contains the full
terms and conditions of the Merger.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the 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 and regulations of any
jurisdiction outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than in the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with applicable requirements may constitute a violation of
the laws and/or regulations of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Merger disclaim any responsibility or
liability for the violation of such requirements by any person.
The Merger relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act of
1934 (the "Exchange Act"). Accordingly, the Scheme is subject to
the disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Carphone were to elect to implement the Merger by means
of a Merger Offer, such Merger Offer will be made in compliance
with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such a Merger
Offer would be made in the United States by Carphone and no one
else. In addition to any such Merger Offer, Carphone, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in Dixons outside such Merger Offer during the period in which such
Merger Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made they would be made outside
the United States and would comply with applicable law, including
the Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service of the UKLA and will be available on the London
Stock Exchange website: www.londonstockexchange.com.
The securities referred to in this announcement (the
"Securities") have not been and will not be registered under the US
Securities Act of 1933 (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United
States. Accordingly, the Securities may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act or an exemption therefrom. The
Securities are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. Dixons Shareholders (whether
or not US persons) who are or will be affiliates (within the
meaning of the US Securities Act) of Carphone or Dixons prior to,
or of Carphone after, the Effective Date will be subject to certain
US transfer restrictions relating to the Securities received
pursuant to the Scheme.
The receipt of Securities and cash pursuant to the Merger by a
US Dixons Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each Dixons Shareholder is urged to
consult his independent professional advisor immediately regarding
the tax consequences of acceptance of the offer.
Unless otherwise determined by Carphone or required by the Code,
and permitted by applicable law and regulation, the Merger will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Merger by
any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Merger are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Merger (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.
The availability of New Dixons Carphone Shares under the Merger
to Dixons Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements.
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 Dixons
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) Dixons and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 Dixons 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 Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of Dixons or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Dixons 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) Dixons and
(ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code
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 Dixons or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Dixons and by
any offeror and Dealing Disclosures must also be made by Dixons, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Code). 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 and availability of hard copies
A copy of this announcement is and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Carphone's website www.cpwplc com
and on Dixons' website www.dixonsretail.com by no later than 12
noon (London time) on the day following this announcement. For the
avoidance of doubt, the contents of those websites are not
incorporated into and do not form part of this announcement.
Carphone Shareholders may request a hard copy of this
announcement by contacting Tim Morris (Carphone Company Secretary
and General Counsel) during business hours on +44 20 8617 6002 or
by submitting a request in writing to Tim Morris at Carphone's Head
Office at 1 Portal Way, London, W3 6RS. Dixons Shareholders may
request a hard copy of this announcement by contacting Capita Asset
Services during business hours on 0871 664 0321 or by submitting a
request in writing to Capita Asset Services at the Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU. You may also request that
all future documents, announcements and information to be sent to
you in relation to the Merger should be in hard copy form. Unless
you have previously elected to receive hard copies of any such
documents, announcements or information, hard copies shall not be
sent unless specifically requested.
This information is provided by RNS
The company news service from the London Stock Exchange
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