TIDMMEC
RNS Number : 8739E
Mecom Group PLC
13 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
13 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
Court sanction of Scheme and confirmation of reduction of
capital
De Persgroep N.V. (De Persgroep) and Mecom Group plc (Mecom) are
pleased to announce, in relation to the recommended cash offer
pursuant to which De Persgroep Publishing N.V. (De Persgroep
Publishing), a wholly owned subsidiary of De Persgroep, 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),
that the Scheme was today sanctioned, and the Capital Reduction was
today confirmed, by the Court.
The Scheme is expected to become effective on 16 February 2015
following the delivery of the Court Orders to the Registrar of
Companies.
Dealings in Mecom Shares on the London Stock Exchange will be
suspended on 16 February 2015 at 7:30 a.m. (UK time). The delisting
of Mecom Shares and the cancellation of admission to trading of
Mecom Shares on the London Stock Exchange is expected to take place
at 8:00 a.m. (UK time) on 17 February 2015.
Holders of Scheme Shares who appeared on the Mecom register of
members at 6.00 p.m. on 13 February 2015 will be entitled to
receive 155 pence in cash for each Scheme Share held. The date for
despatch of cheques and/or for settlement of cash consideration in
relation to the Transaction through CREST is expected to be on or
before 2 March 2015.
Other
Unless otherwise defined, all capitalised terms in this
announcement shall have the meaning given to them in the Scheme
Document.
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
Mecom +44 (0) 20 7925 7200
Keith Allen
Henry Davies
Gleacher Shacklock LLP (Financial
adviser to Mecom) +44 (0) 20 7484 1150
Edward Cumming-Bruce
Sandor de Jasay
Canaccord Genuity Limited (Corporate
broker to Mecom) +44 (0) 20 7523 8000
Bruce Garrow
Pendomer (PR advisers to Mecom)
Ben Foster +44 (0) 20 3603 5220
Further information
Rothschild, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for De Persgroep and De Persgroep
Publishing and no one else in connection with the Transaction and
will not be responsible to anyone other than De Persgroep and De
Persgroep Publishing for providing the protections afforded to
clients of Rothschild, or for providing advice in connection with
the Transaction or any other matter referred to in this
announcement.
BNP Paribas, which is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for De Persgroep and De Persgroep
Publishing and no one else in connection with the Transaction and
will not be responsible to anyone other than De Persgroep and De
Persgroep Publishing for providing the protections afforded to
clients of BNP Paribas, or for providing advice in connection with
the Transaction or any other matter referred to in this
announcement.
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 is made solely
by means of the Scheme Document, which contains the full terms and
conditions of the Transaction. Mecom Shareholders are advised to
read the Scheme Document in relation to the Transaction
carefully.
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.beand 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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