TIDMFUTR
RNS Number : 5801P
Goco Group PLC
18 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
18 February 2021
De-Listing and Cancellation of Trading of GoCo Group Shares
Further to the announcement made by GoCo Group plc ("GoCo
Group") on 17 February 2021, GoCo Group today announces that,
following an application by GoCo Group, the Financial Conduct
Authority has cancelled the listing of GoCo Group Shares on the
premium listing segment of the Official List and the London Stock
Exchange has cancelled the trading of GoCo Group Shares on the
London Stock Exchange's main market for listed securities, in each
case with effect from 8.00 a.m. (London time) today, 18 February
2021.
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the scheme document published on 14 December 2020 in relation to
the recommended cash and share offer by Future plc ("Future") for
the entire issued and to be issued share capital of GoCo Group,
effected by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006.
Enquiries
GoCo Group plc Tel: +44 (0)1633 654 060
Alan Burns, Chief Financial
Officer
Chris Wensley, VP - Investor
Relations & Strategy
Morgan Stanley & Co. International Tel: +44 (0)20 7425 8000
plc (Sole Financial Adviser
and Joint Corporate Broker
to GoCo Group plc)
Mark Rawlinson
Laurence Hopkins
Bobak Shoraka
Ben Grindley
Richard Brown
-------------------------
Peel Hunt LLP (Joint Corporate Tel: +44 (0)20 7418 8900
Broker to GoCo Group plc)
Edward Knight
Tom Ballard
Nick Prowting
-------------------------
Citigate Dewe Rogerson (PR Tel: +44 (0)20 7638 9571
Adviser to GoCo Group plc)
Chris Barrie
Jos Bieneman
-------------------------
Important notices
Morgan Stanley, which is authorised and regulated in the UK by
the Financial Conduct Authority ("FCA"), is acting exclusively for
GoCo Group and for 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 GoCo
Group for providing the protections afforded to clients of Morgan
Stanley nor for providing advice in relation to the matters
described in this Announcement.
Peel Hunt, which is authorised and regulated in the UK by the
FCA, is acting exclusively for GoCo Group and for no one else in
connection with the matters described in this Announcement and is
not acting for any other person and, accordingly, will not be
responsible to anyone other than GoCo Group for providing the
protections afforded to clients of Peel Hunt.
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.
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END
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