TIDMCWC
RNS Number : 3486U
Cable & Wireless Communications PLC
06 April 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
FOR IMMEDIATE RELEASE
6 April 2016
Recommended Acquisition
of
Cable & Wireless Communications Plc ("CWC")
by
Liberty Global plc ("Liberty Global")
On 16 November 2015, the Liberty Global Directors and the CWC
Directors announced that they had reached agreement regarding the
terms of a recommended acquisition through which Liberty Global
will acquire the entire issued and to be issued share capital of
CWC (the "Offer Announcement").
Illustrative calculations of Exchange Ratio and Alternative
Exchange Ratio
On 23 March 2016, CWC announced that the Scheme Document had
been published and sent to CWC Shareholders, and from that date CWC
intends to provide CWC Shareholders with illustrative calculations
of the Exchange Ratio and the Alternative Exchange Ratio on a daily
basis (on business days only) until the Exchange Ratio Calculation
Time.
Accordingly, CWC announces today details of the Exchange Ratio
and the Alternative Exchange Ratio as if the Exchange Ratio
Calculation Time were 6 April 2016. CWC Shareholders should note
that this is for illustrative purposes only and that the Exchange
Ratio Calculation Time is not, and will not be, 6 April 2016.
The Exchange Ratio Calculation Time, and accordingly the
Exchange Ratio and the Alternative Exchange Ratio, will be
determined as set out in the Scheme Document.
CWC Shareholders are advised to read the Scheme Document (which
is available on the CWC website at http://www.cwc.com/)
carefully.
Illustrative calculations as at 6 April 2016
If the Exchange Ratio Calculation Time were 6 April 2016 (being
the date of this announcement), under the terms of the Transaction,
the Exchange Ratio and the Alternative Exchange Ratio would be
calculated such that:
-- under the Recommended Offer, CWC Shareholders would be
entitled to receive, for each CWC Share, 0.00830064 New Liberty
Global Class A Ordinary Shares and 0.02032149 New Liberty Global
Class C Ordinary Shares, as well as the Special Dividend;
-- under the First Dual Share Alternative, CWC Shareholders
would be entitled to receive, for each CWC Share, 0.00559304 New
Liberty Global Class A Ordinary Shares, 0.01369281 New Liberty
Global Class C Ordinary Shares, 0.00234250 New LiLAC Class A
Ordinary Shares and 0.00573942 New LiLAC Class C Ordinary Shares,
as well as the Special Dividend; and
-- under the Second Dual Share Alternative, CWC Shareholders
would be entitled to receive, for each CWC Share 0.00460121 New
Liberty Global Class A Ordinary Shares, 0.01126461 New Liberty
Global Class C Ordinary Shares, 0.00234250 New LiLAC Class A
Ordinary Shares and 0.00573942 New LiLAC Class C Ordinary Shares,
as well as the Special Dividend.
At such illustrative Exchange Ratio and Alternative Exchange
Ratio:
-- the consideration under the Recommended Offer would represent
an indicative value of 78.34 pence per CWC Share (including the
Special Dividend and using the Closing Price of Liberty Global
Shares on 5 April 2016);
-- the consideration under the First Dual Share Alternative
would represent an indicative value of 74.16 pence per CWC Share
(including the Special Dividend and using the Closing Price of
Liberty Global Shares on 5 April 2016); and
-- the consideration under the Second Dual Share Alternative
would represent an indicative value of 65.16 pence per CWC Share
(including the Special Dividend and using the Closing Price of
Liberty Global Shares on 5 April 2016),
based on the following:
-- the Closing Price of $37.97 per Liberty Global Class A Ordinary Share on 5 April 2016;
-- the Closing Price of $37.00 per Liberty Global Class C Ordinary Share on 5 April 2016;
-- the Closing Price of $33.67 per LiLAC Class A Ordinary Share on 5 April 2016;
-- the Closing Price of $36.60 per LiLAC Class C Ordinary Share on 5 April 2016;
-- a volume weighted average price of $37.96 per Liberty Global
Class A Ordinary Share over the 10-day period ending on and
including 5 April 2016;
-- a volume weighted average price of $37.04 per Liberty Global
Class C Ordinary Share over the 10-day period ending on and
including 5 April 2016;
-- an exchange rate of 1.4164 USD per 1 GBP;
-- as at the close of business on 5 April 2016, CWC had
4,438,594,233 shares in issue and outstanding on a fully diluted
basis; and
-- the assumption that no CWC Shareholders who elect for the
Recommended Offer also elect for the LiLAC Alternative.
Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in this
Announcement.
Enquiries:
CWC
Kunal Patel Tel: +44 (0)
20 7315 4083
Mike Gittins Tel: +44 (0)
20 7315 4184
Evercore Partners International Tel: +44 (0)
LLP (lead financial adviser and 20 7653 6000
Rule 3 adviser to CWC)
Bernard Taylor
Julian Oakley
J.P. Morgan Cazenove (financial Tel: +44 (0)
adviser and corporate broker to 20 7742 4000
CWC)
David Mayhew
Alex Watkins
Deutsche Bank AG, London Branch Tel: +44 (0)
(corporate broker to CWC) 20 7545 8000
Matt Hall
Maitland (public relations adviser Tel: +44 (0)
to CWC) 20 7379 5151
Neil Bennett
Daniel Yea
Important notices relating to financial advisers
Evercore Partners International LLP ("Evercore"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting as financial adviser exclusively for
CWC and no one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
CWC for providing the protections afforded to clients of Evercore
nor for giving advice in connection with the matters referred to in
this announcement. Neither Evercore nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, tort, under statute or otherwise) to any person who is
not a client of Evercore in connection with this announcement, any
statement contained herein or otherwise.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial
adviser exclusively for CWC and no one else in connection with the
Transaction and the contents of this announcement and will not
regard any other person as its client in relation to the matters in
this announcement and will not be responsible to anyone other than
CWC for providing the protections afforded to clients of J.P.
Morgan Cazenove, or for providing advice in relation to the
Transaction, the contents of this announcement or any other matters
referred to herein.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the United
Kingdom, by the Prudential Regulation Authority. It is subject to
supervision by the European Central Bank and by BaFin, Germany's
Federal Financial Supervisory Authority, and is subject to limited
regulation in the United Kingdom by the Prudential Regulation
Authority and Financial Conduct Authority. Details about the extent
of its authorisation and regulation by the Prudential Regulation
Authority, and regulation by the Financial Conduct Authority, are
available on request or from
http://www.db.com/en/content/eu_disclosures.htm. Deutsche Bank AG,
acting through its London branch ("DB"), is acting as corporate
broker to CWC and no other person in connection with this
announcement or its contents. DB will not be responsible to any
person other than CWC for providing any of the protections afforded
to clients of DB, nor for providing any advice in relation to any
matter referred to herein. Without limiting a person's liability
for fraud, neither DB nor any of its subsidiary undertakings,
branches or affiliates nor any of its or their respective
directors, officers, representatives, employees, advisers or agents
owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of DB in
connection with this announcement, any statement contained herein
or otherwise.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Transaction or otherwise, nor shall
there be any sale, issuance or transfer of securities of CWC or
Liberty Global pursuant to the Transaction in any jurisdiction in
contravention of applicable law. The Acquisition is intended to be
implemented by way of the Scheme pursuant to the terms of the
Scheme Document, which will contain the full terms and conditions
of the Transaction, including details of how to vote in respect of
the Scheme. The Scheme will be followed by the Merger. Any
decision, vote or other response in respect of the Transaction
should be made only on the basis of information contained in the
Scheme Document. CWC Shareholders are advised to read the formal
documentation in relation to the Transaction carefully once it has
been despatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
(MORE TO FOLLOW) Dow Jones Newswires
April 06, 2016 05:00 ET (09:00 GMT)
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of CWC
Shareholders who are not resident in the United Kingdom to
participate in the Transaction may be restricted by laws and/or
regulations of those jurisdictions. In particular, the ability of
persons who are not resident in the United Kingdom to vote their
CWC Shares with respect to the Scheme at the Court Meeting, or to
execute and deliver forms of proxy appointing another to vote at
the Court Meeting on their behalf, may be affected by the laws of
the relevant jurisdictions in which they are located. This
announcement has been prepared for the purpose of complying with
English law, the Code and the Listing Rules of the Financial
Conduct Authority 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 of jurisdictions outside
the United Kingdom.
Unless otherwise determined by Liberty Global and CWC or
required by the Code and permitted by applicable law and
regulation, the Transaction will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws of that jurisdiction and no person may
vote in favour of the Transaction by any 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 any formal documentation relating to the Transaction are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law and regulation), the
Offer may not be made, directly or indirectly, in or into, or by
the use of mails or any means or instrumentality (including, but
not limited to, facsimile, email or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or any
facility of a national, state or other securities exchange of, any
Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The availability of New Liberty Global Class A Ordinary Shares,
New Liberty Global Class C Ordinary Shares, New LiLAC Class A
Ordinary Shares and New LiLAC Class C Ordinary Shares under the
Transaction to CWC Shareholders who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in
which they are resident. In particular, securities to be issued
pursuant to the Transaction have not been and will not be
registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from
the securities commission of any province of Canada. No prospectus
in relation to the securities to be issued pursuant to the
Transaction has been, or will be, lodged with, or registered by,
the Australian Securities and Investments Commission. Accordingly,
such securities are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly in or into
Australia, Canada or Japan or any other jurisdiction if to do so
would constitute a violation of relevant laws of, or require
registration thereof in, such jurisdiction (except pursuant to an
exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Therefore, any persons who are subject to the laws and
regulations of any jurisdiction other than the United Kingdom or
CWC Shareholders who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements in
their jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Further details in relation to CWC Shareholders in overseas
jurisdictions will be contained in the Scheme Document.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Publication on website
A copy of this announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, on CWC's website at http://www.cwc.com/
by no later than 12 noon (London time) on the Business Day
following the date of this announcement. For the avoidance of
doubt, the content of such websites are not incorporated into, and
do not form part of, this announcement.
Each of the CWC Directors accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of each of the CWC Directors (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of that information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPAKADBFBKKPQK
(END) Dow Jones Newswires
April 06, 2016 05:00 ET (09:00 GMT)
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