TIDMFUTR
RNS Number : 4750P
Future PLC
17 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 February 2021
RECOMMED CASH AND SHARE ACQUISITION
of
GOCO GROUP PLC ("GOCO GROUP")
by
FUTURE PLC ("FUTURE")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
GoCo Group plc Scheme of Arrangement Becomes Effective,
Admission of New Future Shares and Appointment of Angela
Seymour-Jackson as Independent Non-Executive Director
On 25 November 2020, the Boards of GoCo Group plc ("GoCo Group")
and Future plc ("Future") announced the terms of a recommended cash
and share offer pursuant to which Future would acquire the entire
issued and to be issued share capital of GoCo Group (the
"Combination") to be effected by means of a Court-sanctioned scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"). The circular in relation to the Scheme (the "Scheme
Document") was published on 14 December 2020.
On 16 February 2021, GoCo Group announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on 16 February 2021.
Future is pleased to note GoCo Group's announcement today that
the Scheme has now become effective in accordance with its terms
and the entire issued and to be issued share capital of GoCo Group
is now owned by Future.
Admission of New Future Shares
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the admission of
22,608,736 New Future Shares to listing on the premium listing
segment of the Official List of the Financial Conduct Authority and
to trading on the London Stock Exchange's main market for listed
securities, which is expected to take place by 8:00 a.m. (London
time) on 18 February 2021.
A Scheme Shareholder on the register of members of GoCo Group at
the Scheme Record Time, being 6.00 p.m. (London time) on 16
February 2021, will be entitled to receive 0.052497 New Future
Shares and 33 pence in cash for each Scheme Share held. Settlement
of the consideration to which any Scheme Shareholder is entitled
will be effected as set out in the Scheme Document.
Appointment of Independent Non-Executive Director
As previously announced on 25 November 2020, Future is pleased
to confirm that Angela Seymour-Jackson will join the Board as an
independent Non-Executive Director on 22 February 2021.
Further to GoCo Group's announcement earlier today, Angela has
resigned from her positions as Deputy Chair and Senior Independent
Director of GoCo Group with effect from today. There are no further
disclosures required in respect of Angela Seymour-Jackson under
paragraph 9.6.13 of the Listing Rules.
Full details of the Combination are set out in the Scheme
Document published on 14 December 2020.
Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.
Enquiries
Future plc Tel: +44 (0)1225 442244
Zillah Byng-Thorne, Chief
Executive Officer
Rachel Addison, Chief Financial
Officer
Marion Le Bot, Head of Investor
Relations
Goldman Sachs International Tel: +44 (0)207 774 1000
(Joint Financial Advisers
and Joint Corporate Broker
to Future plc)
Owain Evans
Khamran Ali
Bertie Whitehead
Tom Hartley
-------------------------
Numis Securities Limited (Joint Tel: +44 (0)207 260 1000
Financial Advisers and Joint
Corporate Broker to Future
plc)
Nick Westlake
Mark Lander
Hugo Rubinstein
Alec Pratt
-------------------------
Headland Consultancy (Financial Tel: +44 (0)20 3805 4822
PR) +44 (0)7734 956 201
Stephen Malthouse +44 (0)77 9195 8922
Rob Walker
Charlie Twigg
future@headlandconsultancy.com
-------------------------
Important notices
Goldman Sachs, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the Financial Conduct Authority
("FCA") and the PRA in the United Kingdom, is acting exclusively
for Future and no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than Future for providing the protections afforded to clients of
Goldman Sachs, or for providing advice in relation to the matters
referred to in this announcement.
Numis Securities, which is authorised and regulated in the UK by
the FCA, is acting exclusively for Future and no one else in
connection with the matters described in this announcement and is
not advising any other person and, accordingly, will not be
responsible to anyone other than Future for providing the
protections afforded to clients of Numis Securities nor for
providing advice in relation to the matters described in this
announcement.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to buy or subscribe for any
securities pursuant to the Combination or otherwise.
This announcement has been prepared for the purpose of complying
with English law, the Code and the Listing Rules 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 England. Nothing in this
announcement should be relied on for any other purpose.
This announcement does not constitute a prospectus or prospectus
exempted document.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the UK may be restricted
by the laws of those jurisdictions. Persons who are not resident in
the UK or who are subject to the laws of other jurisdictions should
inform themselves of, and observe, any applicable requirements. Any
failure to comply with any such restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Combination disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by Future or required by the Code, and
permitted by applicable law and regulation, the Combination 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 Scheme by
any such use, means, instrumentality or from 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 Combination
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 Combination (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 the Combination to GoCo Group Shareholders
who are not resident in the UK 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 requirements.
The Combination is subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US Investors
The Combination relates to the securities of an English company.
This announcement and certain other documents relating to the
Combination have been or will be prepared in accordance with
English law, the Code and UK disclosure requirements, format and
style, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not
subject to the tender offer rules or the proxy solicitation rules
under the US Exchange Act. Accordingly, the Combination is subject
to the disclosure requirements of and practices applicable in the
UK to schemes of arrangement, which differ from the disclosure
requirements of the United States tender offer and proxy
solicitation rules.
Financial statements or any other documents relating to the
Combination, have been or will be prepared in accordance with
International Financial Reporting Standards or other reporting
standards or accounting practice which may not be comparable to
financial statements of companies in the United States or other
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The receipt of cash and shares by a US holder of GoCo Group
Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United
States state and local, as well as foreign and other, tax laws.
Each GoCo Group Shareholder (including US holders) is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Combination applicable to them.
It may be difficult for US holders of GoCo Group Shares to
enforce their rights and claims arising out of the US federal
securities laws, since Future and GoCo Group are located in
countries other than the US, and some of their officers and
directors may be residents of countries other than the US. US
holders of GoCo Group 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 judgement.
Publication of this announcement on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be available, free
of charge, subject to certain restrictions relating to persons
resident in Restricted
Jurisdictions, on Future's and GoCo Group's website at https://www.futureplc.com/ and www.gocogroup.com/investors by no later than 12.00 noon (London time) on the Business Day following the date of this announcement.
For the avoidance of doubt, the contents of this website and any
websites accessible from hyperlinks on this website are not
incorporated into and do not form part of this announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
FURTRMATMTMBBPB
(END) Dow Jones Newswires
February 17, 2021 10:13 ET (15:13 GMT)
Future (LSE:FUTR)
Historical Stock Chart
From Mar 2024 to Apr 2024
Future (LSE:FUTR)
Historical Stock Chart
From Apr 2023 to Apr 2024
