TIDMKCOM
RNS Number : 0364G
Universities Superannuation Scheme
18 July 2019
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 OR REGULATIONS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
18 July 2019
Update on certain matters relating to the Revised USSL Offer
On 12 July 2019, pursuant to the auction process established by
the Panel, Humber Bidco Limited (Bidco), a wholly-owned indirect
subsidiary of Universities Superannuation Scheme Limited (acting in
its capacity as sole corporate trustee of Universities
Superannuation Scheme) announced a revised cash offer for the
entire issued and to be issued ordinary share capital of KCOM Group
Public Limited Company (KCOM) at a price of 113 pence for each KCOM
Share (the Revised USSL Offer). On the same date, MEIF 6 Fibre
Limited (MEIF 6 Fibre), a wholly-owned indirect subsidiary of
Macquarie European Infrastructure Fund 6 SCSp (an investment fund
managed by Macquarie Infrastructure and Real Assets (Europe)
Limited) announced a revised cash offer for the entire issued and
to be issued ordinary share capital of KCOM at a price of 120.3
pence for each KCOM Share (the Revised MEIF Offer). The KCOM Board
has recommended that KCOM Shareholders vote in favour of the scheme
of arrangement in respect of the Revised MEIF Offer (the MEIF
Scheme) at the meetings of KCOM Shareholders to be convened in
connection with the Revised MEIF Offer.
Bidco announces that the Panel has agreed, pursuant to Note 1 on
Rule 32.5 of the Takeover Code, to grant a dispensation in respect
of the requirement to publish a revised scheme document setting out
the Revised USSL Offer.
Bidco further announces that it is not intended that a Court
Meeting and General Meeting will be held in connection with the
Revised USSL Offer. Bidco therefore intends to lapse the Revised
USSL Offer on 14 August 2019, in accordance with the terms of the
announcement published by Bidco on 26 June 2019 announcing an
extension of lapsing dates in connection with the Acquisition.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the scheme document
published by Bidco on 9 May 2019.
Enquiries:
+44 (0) 20 7972
USSL 6321
Michael Powell
Rob Horsnall
Bob Hewson
Arma Partners LLP (Financial adviser to Bidco)
David Smith
Tom Wells +44 (0) 20 7290
Andrew Wheatley 8100
Gleacher Shacklock LLP (Financial adviser to +44 (0) 20 7484
Bidco) 1150
James Dawson
Malcolm Roberts
Lewis Robinson
+44 (0) 20 7251
Finsbury 3801
Michael Turner
Richard Webster-Smith
Important notices
Arma Partners LLP (Arma Partners), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for USSL and Bidco and for no one else in connection with the
Acquisition and/or any other matter set out in this announcement
and will not be responsible to anyone other than USSL and Bidco for
providing the protections afforded to clients of Arma Partners or
for providing advice in connection with the Acquisition, the
contents of this announcement or any other matter referred to
herein.
Gleacher Shacklock LLP (Gleacher Shacklock), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for USSL and Bidco and no one else in connection with
the Acquisition and/or any other matters set out in this
announcement and will not be responsible to anyone other than USSL
and Bidco for providing the protections afforded to clients of
Gleacher Shacklock or for providing advice in connection with the
Acquisition, the contents of this announcement or any other matter
referred to herein.
Further information
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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 Acquisition or
otherwise.
Bidco reserves the right to elect, with the consent of the Panel
and subject to the terms of the Co-operation Agreement, to
implement the Acquisition by way of a Takeover Offer. In such
event, the Takeover Offer will be implemented on substantially the
same terms, so far as applicable, as those which would apply to the
Scheme, subject to the Takeover Code and to any appropriate
amendments to reflect the change in method of implementing the
Acquisition.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and the ability of KCOM
Shareholders who are not resident in the United Kingdom to
participate in the Acquisition may be restricted by laws and/or
regulations in those jurisdictions and therefore any persons who
are not resident in the United Kingdom or who are subject to the
laws of any jurisdiction other than the United Kingdom (including
Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with applicable legal or regulatory requirements
of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim
any responsibility or liability for the violation of such
restrictions by any person.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition 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 Acquisition by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, e-mail
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, or from within, a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction.
The Acquisition will be subject to the applicable requirements
of English law, the Takeover Code, the Panel, the London Stock
Exchange and the FCA.
Copies of this announcement and any formal documentation
relating to the Acquisition 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 or any
jurisdiction where to do so would constitute a violation of the
laws of such 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. Doing so may render invalid any related
purported vote in respect of acceptance of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made, directly or indirectly, in or into
or by use of the mails or any other means or instrumentality
(including, without limitation, facsimile, e-mail 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
Takeover Offer will not be capable of acceptance by any such use,
means, instrumentality or facilities or from within any Restricted
Jurisdiction.
Additional information for US investors in KCOM
KCOM Shareholders in the United States should note that the
Acquisition relates to the securities of a UK company and is
proposed to be implemented pursuant to a scheme of arrangement
provided for under English company law. A transaction implemented
by means of a scheme of arrangement is not subject to the tender
offer rules or the proxy solicitation rules under the US Securities
Exchange Act of 1934, as amended. Accordingly, the Acquisition will
be subject to UK procedural and disclosure requirements and
practices applicable to a scheme of arrangement involving a target
company in England, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in the documentation relating to
the Acquisition has been or will have been prepared in accordance
with International Financial Reporting Standards and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If Bidco
exercises its right, in the circumstances provided for in this
announcement, to implement the Acquisition by way of a Takeover
Offer, such Takeover Offer will be made in compliance with
applicable US tender offer regulations.
US holders of KCOM shares should be aware that the receipt of
cash pursuant to the Acquisition may have tax consequences in the
United States. Holders of KCOM shares are advised to consult their
own tax advisors to determine the particular tax consequences to
them of the Acquisition.
Neither the US Securities and Exchange Commission nor any
securities commission of any state of the United States has
approved the Acquisition, passed upon the fairness of the
Acquisition or the adequacy or accuracy of the information
contained in this announcement or other documentation relating to
the Acquisition. Any representation to the contrary is a criminal
offence in the United States.
It may be difficult for US holders of KCOM Shares to enforce
their rights and claims arising out of the US federal securities
laws, since Bidco and KCOM are located in countries other than the
United States, and some or all of their officers and directors may
be residents of countries other than the United States. US holders
of KCOM 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.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one 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 pm on the 10th Business Day following
the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm 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 Takeover Code, any person who is, or
becomes, interested in one 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(s), 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 pm 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.
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).
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.
Forward-looking statements
This announcement contains certain forward-looking statements
with respect to Bidco and KCOM. These forward-looking statements
can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use
words such as, without limitation, "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "aim",
"will", "may", "hope", "continue", "would", "could" or "should" or
other words of similar meaning or the negative thereof.
Forward-looking statements include, but are not limited to,
statements relating to the following: (a) future capital
expenditures, expenses, revenues, economic performance, financial
conditions, dividend policy, losses and future prospects, (b)
business and management strategies and the expansion and growth of
the operations of Bidco or KCOM, and (c) the effects of government
regulation on the business of Bidco or KCOM. There are many factors
which could cause actual results to differ materially from those
expressed or implied in forward looking statements. Among such
factors are changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax rates and future business
combinations or disposals. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations.
These forward-looking statements are based on numerous
assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the
future. Except as expressly provided in this document, they have
not been reviewed by the auditors of Bidco or KCOM. By their
nature, these forward-looking statements involve known and unknown
risks, uncertainties because they relate to events and depend on
circumstances that will occur in the future. The factors described
in the context of such forward-looking statements in this
announcement may cause the actual results, performance or
achievements of any such person, or industry results and
developments, to be materially different from any results,
performance or achievements expressed or implied by such
forward-looking statements. No assurance can be given that such
expectations will prove to have been correct and persons reading
this announcement are therefore cautioned not to place undue
reliance on these forward-looking statements which speak only as at
the date of this announcement. Neither Bidco nor KCOM, nor their
respective members, directors, officers or employees, advisers or
any person acting on their behalf, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur.
None of Bidco, KCOM or their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them undertakes any intention or obligation to
update publicly or revise forward-looking statements, whether as a
result of new information, future events or otherwise, except to
the extent legally required. All subsequent oral or written
forward-looking statements attributable to Bidco or KCOM or any
persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above.
Neither Bidco nor the KCOM Group, nor any of their respective
associates, directors, officers, employees or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this announcement will actually occur.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26 of the Takeover Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on USSL's website at www.uss.co.uk.
Neither the content of the websites referred to in this
announcement nor the content of any website accessible from
hyperlinks is incorporated into, or forms part of, this
announcement.
Information relating to KCOM Shareholders
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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.
END
OUPSFSFIAFUSELW
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