TIDMMEC
RNS Number : 7999E
Mecom Group PLC
12 February 2015
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
12 February 2015
RECOMMENDED CASH ACQUISITION
of
MECOM GROUP PLC
by
DE PERSGROEP PUBLISHING N.V.
(a wholly-owned subsidiary of De Persgroep N.V.)
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Waiver or fulfillment of Conditions to the Scheme
De Persgroep Publishing N.V. (De Persgroep Publishing), a
wholly-owned subsidiary of De Persgroep N.V. (De Persgroep), refers
to its recommended cash offer for Mecom Group plc (Mecom) pursuant
to which De Persgroep Publishing will acquire all of the issued and
to be issued share capital of Mecom (the Transaction) by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the Scheme).
De Persgroep and Mecom made an announcement on 11 February 2015
stating that the Dutch Competition Authority (the ACM) had granted
a licence in respect of the application made by De Persgroep
Publishing in connection with the Transaction. The granting of such
licence is a Condition of the Transaction.
De Persgroep Publishing now announces that (other than as set
out below) each of the Conditions has been fulfilled, has been
determined by De Persgroep Publishing to be fulfilled, or (if
capable of waiver) has been waived by De Persgroep Publishing.
The Transaction remains subject to the sanction of the Scheme by
the Court and the confirmation of the Capital Reduction by the
Court and the Scheme becoming effective by no later than the Long
Stop Date (20 February 2015). The date for the Court hearing to
sanction the Scheme and confirm the Capital Reduction is 13
February 2015.
Scheme timetable
Assuming the Court's sanction of the Scheme and confirmation of
the Capital Reduction at the Court hearing on 13 February2015, the
expected timetable of events is as follows:
Last day of dealings in, and for 13 February 2015
registration of transfers of, Mecom
Shares
Court Hearing (to sanction the 13 February 2015
Scheme and confirm the Capital
Reduction)
Scheme Record Time 6.00 p.m. on
13 February 2015
Effective Date 16 February 2015
Suspension of listing of, and dealings, 7.30 a.m. on
settlement and transfers in, Mecom 16 February 2015
Shares
Cancellation of listing and admission On or after 17
to trading of Mecom Shares February 2015
Latest date for dispatch of Offer By 2 March 2015
Consideration
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
All references in this announcement to a time of day are to
London time.
Further enquiries:
De Persgroep +32 (0) 2 454 25 40
Christian Van Thillo
Christophe Convent
Rothschild (Lead financial
adviser to De Persgroep) +44 (0) 20 7280 5000
Warner Mandel
BNP Paribas (Co-financial adviser
to De Persgroep) +44 (0) 20 7595 2027
Eric Jacquemot
Olga Peacock
Further information
Gleacher Shacklock LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Mecom and no one else in connection with the
Transaction and will not be responsible to anyone other than Mecom
for providing the protections afforded to clients of Gleacher
Shacklock LLP, or for providing advice in connection with the
Transaction or any other matter referred to in this
announcement.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Mecom and no one else in connection with the
Transaction and will not be responsible to anyone other than Mecom
for providing the protections afforded to clients of Canaccord
Genuity Limited, or for providing advice in connection with the
Transaction or any other matter referred to in this
announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an 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 Transaction or otherwise. De
Persgroep Publishing's offer to Mecom Shareholders will be made
solely by means 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 Transaction. Any vote in respect of the
Scheme or other response in respect of the Transaction should be
made only on the basis of information contained in the Scheme
Document. Mecom Shareholders are advised to read the Scheme
Document in relation to the Transaction carefully.
This announcement has been prepared for the purpose of complying
with English law 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 of
jurisdictions outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of
Mecom Shareholders who are not resident in the United Kingdom or
the United States to participate in the Transaction 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 the United States or Mecom Shareholders who are not
resident in the United Kingdom or the United States 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 Scheme Document.
Unless otherwise determined by De Persgroep Publishing and Mecom
or required by the Code, and permitted by applicable law and
regulation, the Transaction will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction and no
person may vote in respect of the Transaction by any such use,
means, instrumentality or from within a Restricted Jurisdiction.
Accordingly, unless determined otherwise by De Persgroep Publishing
and Mecom and permitted by applicable law and regulation, copies of
this announcement and all documents relating to the Transaction 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 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 or trustee) who has a contractual or
legal obligation, or may otherwise intend, to forward this
announcement and/or the Scheme Document and/or any other related
document to a jurisdiction outside the United Kingdom or the United
States should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdiction.
The Transaction relates to the shares of an English public
limited company and is being effected by means of a scheme of
arrangement provided for under, and governed by, English law. Mecom
is not subject to the reporting requirements of the Exchange Act. A
transaction effected by means of a scheme of arrangement under
English law is not subject to the tender offer rules or the proxy
solicitation rules under the Exchange Act or any provisions of the
Australian Corporations Act 2001. Accordingly, the Transaction is
subject to the disclosure requirements of and practices applicable
in the United Kingdom to schemes of arrangement, which differ from
the disclosure requirements of the United States tender offer and
proxy solicitation rules and of Australian law. If, in the future,
De Persgroep Publishing exercises the right to implement the
Transaction by way of a Takeover Offer and determines to extend
such offer into the United States, the Transaction will be made in
compliance with applicable United States laws and regulations,
including the applicable provisions of the tender offer rules under
the Exchange Act. Financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US or Australian companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States or accounting standards
applicable in Australia.
It may be difficult for US Holders of Mecom Shares to enforce
their rights and any claim arising out of US federal securities
laws, since De Persgroep and De Persgroep Publishing are
incorporated under the laws of Belgium and Mecom is incorporated
under the laws of England, and some or all of their officers and
directors are residents of non-US jurisdictions. In addition, most
of the assets of De Persgroep, De Persgroep Publishing and Mecom
are located outside the United States. US Holders of Mecom Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 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
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 Code, any person who is, or becomes,
interested in 1 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,
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 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 an offeree company 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 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 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.
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
A copy of this announcement will (subject to any applicable
restrictions with respect to persons resident in Restricted
Jurisdictions) be made available free of charge on De Persgroep's
website at www.persgroep.be and on Mecom's website at
www.mecom.com. For the avoidance of doubt, the contents of those
websites are not incorporated into, and do not form part of, this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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