TIDMWLG
RNS Number : 4900H
News Corporation
18 August 2016
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
18 AUGUST 2016
NOT FOR RELEASE BEFORE 7.00 A.M.
RECOMMED CASH OFFER
for
WIRELESS GROUP PLC ("WIRELESS")
by
NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK &
IRELAND)")
an indirect wholly-owned subsidiary of
NEWS CORPORATION ("NEWS CORP")
Offer unconditional as to acceptances
It was announced on 30 June 2016 that the Boards of Directors of
News Corp and Wireless had reached agreement on the terms of a
unanimously recommended cash offer to be made by News Corp (UK
& Ireland) to acquire the entire issued and to be issued share
capital of Wireless, such offer to be implemented by way of a
takeover offer within the meaning of Part 28 of the Act (the
"Offer").
The full terms of, and conditions to, the Offer together with
the procedures for acceptance were set out in the offer document
issued by News Corp (UK & Ireland) on 27 July 2016 (the "Offer
Document") and, in respect of Wireless Shares held in certificated
form, in the Form of Acceptance.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document.
Level of acceptances
As at 3.00 p.m. (London time) on 17 August 2016, being the First
Closing Date of the Offer, News Corp (UK & Ireland) had
received valid acceptances of the Offer in respect of 63,279,001
Wireless Shares (representing approximately 92.17 per cent. of the
issued share capital of Wireless), which News Corp (UK &
Ireland) may count towards the satisfaction of the acceptance
condition to the Offer.
In accordance with the level of acceptances set out above, News
Corp (UK & Ireland) announces that the Offer has become
unconditional as to acceptances. The Offer will remain open for
acceptance until further notice. All other terms and conditions as
outlined in the Offer Document still apply.
The acceptances received include:
-- 553,870 Wireless Shares, representing approximately 0.81 per
cent. of the issued share capital of Wireless, received from the
directors of Wireless who had given irrevocable undertakings to
News Corp (UK & Ireland);
-- 7,674,705 Wireless Shares, representing approximately 11.18
per cent. of the issued share capital of Wireless, received from
institutional shareholders who had given irrevocable undertakings
to News Corp (UK & Ireland); and
-- 11,689,493 Wireless Shares, representing approximately 17.03
per cent. of the issued share capital of Wireless, received in
relation to non-binding letters of intent given to New Corp (UK
& Ireland).
As at 3.00 p.m. on 17 August 2016 News Corp (UK & Ireland)
had not received a valid acceptance of the Offer in respect of
178,379 Wireless Shares (representing approximately 0.26 per cent.
of the issued share capital of Wireless) which were subject to a
non-binding letter of intent from JO Hambro.
So far as News Corp (UK & Ireland) is aware, none of the
acceptances detailed above have been received from persons acting
in concert with News Corp (UK & Ireland).
The percentages of Wireless Shares referred to in this
announcement are based upon a figure of 68,657,787 Wireless Shares
in issue on 17 August 2016.
Continuation of the Offer
The Offer, which remains subject to the outstanding Conditions
set out in the Offer Document, will remain open for acceptance
until further notice. At least 14 days' notice will be given by an
announcement before the Offer is closed.
Wireless Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible:
-- If you hold Wireless Shares in certificated form (that is,
not in CREST), you must complete the Form of Acceptance in
accordance with the instructions printed thereon and return it to
the Receiving Agent, Computershare (along with any appropriate
share certificate(s) and/or other document(s) of title) as soon as
possible in accordance with the procedures set out in the Form of
Acceptance and Section C of Part III of the Offer Document.
-- If you hold Wireless Shares in uncertificated form (that is,
in CREST), you should follow the procedures for electronic
acceptance through CREST so that a relevant TTE Instruction settles
as soon as possible in accordance with the procedures set out in
Section D of Part III of the Offer Document. If you are a CREST
sponsored member, you should refer to your CREST sponsor as only
your CREST sponsor will be able to send the necessary TTE
instruction to Euroclear in relation to your Wireless Shares.
Intention of delisting and cancellation of trading in Wireless
Shares
Assuming that the Offer becomes, or is declared, unconditional
in all respects, News Corp (UK & Ireland) intends to procure
that the making of an application by Wireless for the cancellation
of the listing of, and the trading in Wireless Shares on the
Official List and on the Irish Stock Exchange, which will take
effect no earlier than 20 Business Days following the Offer
becoming, or being declared, unconditional in all respects.
Shareholders are strongly recommended to accept the Offer as the
cancellation of listing would significantly reduce the liquidity
and marketability of any Wireless Shares not acquired by News Corp
(UK & Ireland).
Compulsory acquisition
As set out in paragraph 8 of Part II of the Offer Document, if
the Offer becomes, or is declared, unconditional in all respects
and where News Corp (UK & Ireland) receives acceptances under
the Offer in respect of, and/or otherwise acquires, not less than
90 per cent. of the Wireless Shares to which the Offer relates by
nominal value and voting rights attaching to such shares, News Corp
(UK & Ireland) intends to exercise its rights pursuant to
sections 974-982 (inclusive) of the Act to acquire compulsorily the
remaining Wireless Shares.
Interests in Wireless Shares
As at 17 August 2016 (being the latest practicable date prior to
the date of this announcement), neither News Corp (UK &
Ireland), nor any person acting in concert with News Corp (UK &
Ireland), is interested in, or has any rights to subscribe for any
relevant securities of Wireless, or has any short position (whether
conditional or absolute and whether in the money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Wireless. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of any relevant securities of Wireless and any
borrowing or lending of any relevant securities of Wireless which
have not been onlent or sold and any outstanding irrevocable
commitment or letter of intent with respect to any relevant
securities of Wireless.
A copy of this announcement, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on each
of News Corp's and Wireless' websites at www.newscorp.com and
www.wirelessgroupplc.com, by no later than 12.00 noon (London time)
on the Business Day following this announcement. For the avoidance
of doubt, the content of such websites is not incorporated into,
and does not form part of, this announcement.
Wireless Shareholder enquiries
Further copies of the Offer Document, the Form of Acceptance and
this announcement may be obtained by contacting Computershare by
way of a written request to Computershare, Heron House, Corrig
Road, Sandyford Industrial Estate, Dublin 18, Ireland or by
telephone on +44(0) 370 707 1644 from within the UK or on +353(0)
1447 5524 if calling from outside the UK (lines are open from 9.00
a.m. to 5.00 p.m. (London time) Monday to Friday (excluding English
and Irish public holidays).
Calls to the helpline from outside the UK or Ireland will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give
financial, legal or tax advice.
Enquiries:
News Corp (UK & Ireland)
Daisy Dunlop, Director
of Communications +44 (0) 20 7782 8000
News Corp
Michael Florin, Investor
Relations +1 212 416 3363
Lepe Partners (Financial
Adviser to News Corp and
News Corp (UK & Ireland))
Julian Culhane
Jonathan Goodwin +44 (0) 207 938 5810
Brunswick Group LLP
Jonathan Glass
Andrew Porter
David Blackburn +44 (0) 207 404 5959
Wireless Group plc
Richard Huntingford,
via Maitland:
Jamie Dunkley
Robbie Hynes +44 (0)207 379 5151
Numis (Financial Adviser
and Rule 3 adviser to
Wireless)
Nick Westlake
Lorna Tilbian
Chris Wilkinson
Michael Wharton +44 (0) 20 7260 1000
Goodbody
(Financial Adviser to
Wireless)
Kevin Keating
Linda Hickey
John Flynn +353 1 667 0400
Important notices relating to financial advisers
Lepe Partners LLP ("Lepe"), which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for News Corp and News Corp (UK & Ireland) and no
one else in connection with the Offer and will not be responsible
to anyone other than News Corp and News Corp (UK & Ireland) for
providing the protections afforded to its clients or for providing
advice in relation to the Offer or in relation to the contents of
this announcement or any transaction or arrangement referred to in
this announcement.
Numis Securities Limited ("Numis"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Wireless and for no one else in
connection with the acquisition and will not regard any other
person as its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Wireless for providing the protections afforded to clients of
Numis, nor for providing advice in relation to the matters referred
to in this announcement. Neither Numis nor any of its group
undertakings (as such term is defined in section 1161 of the
Companies Act 2006) or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contact, in tort, under statute or otherwise) to any
person who is not a client of Numis in connection with this
announcement, any statement contained herein or otherwise.
Goodbody Stockbrokers ("Goodbody"), is regulated in Ireland by
the Central Bank of Ireland. Goodbody is acting exclusively for
Wireless and for no one else in connection with the acquisition and
will not regard any other person as its client in relation to the
matters referred to in this announcement and will not be
responsible to anyone other than Wireless for providing the
protections afforded to clients of Goodbody, nor for providing
advice in relation to the matters referred to in this
announcement.
Further information:
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
or an invitation to sell or purchase any securities or the
solicitation of any vote or approval in any jurisdiction pursuant
to the Offer or otherwise. The Offer is effected solely through the
Offer Document and the accompanying Form of Acceptance, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other
response to the Offer should be made only on the basis of the
information contained in the Offer Document. The laws of relevant
jurisdictions may affect the availability of the Offer to persons
not resident in the United Kingdom. Persons who are not resident in
the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory
requirements. The Offer Document will be available for public
inspection and also be available on the websites of Wireless
(www.wirelessgroupplc.com) and News Corp (www.newscorp.com).
Overseas jurisdiction
The distribution of this announcement in jurisdictions other
than the United Kingdom and the ability of Wireless Shareholders
who are not resident in the United Kingdom to participate in the
Offer 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 Wireless Shareholders
who are not resident in the United Kingdom 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 Offer Document.
The Offer is not being made available, directly or indirectly,
in or into or by the use of the mails of, or by any other means or
instrumentality of interstate or foreign commerce of, or any
facility of a national state or other securities exchange of any
Restricted Jurisdiction, unless conducted pursuant to an exemption
from the applicable securities laws of such Restricted
Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer 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 except
pursuant to an exemption from the applicable securities laws of
such 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, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
US investors
The Offer is being made for securities in a company incorporated
in Northern Ireland with a listing on the London Stock Exchange and
the Irish Stock Exchange and Wireless Shareholders in the United
States should be aware that this announcement, the Offer Document
and any other documents relating to the Offer have been, or will
be, prepared in accordance with the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. All financial information relating to Wireless
that is included in this announcement or that may be included or
referred to in the Offer Document or any other documents relating
to the Offer, have been, or will be, prepared in accordance with
International Financial Reporting Standards adopted by the European
Union and therefore may not be comparable to financial statements
of US companies or companies whose financial statements are
prepared in accordance with US GAAP.
The Offer, if required to be made in the United States, will be
made pursuant to Section 14(e) of, and Regulation 14E under, the US
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
subject to the exemptions provided by Rule 14d-1 under the Exchange
Act, and otherwise in accordance with the requirements of the
Takeover Code, the Panel and the London Stock Exchange.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law. In the United States, the Offer
will be made solely by News Corp (UK & Ireland) and not by its
financial adviser. Wireless is a company incorporated under the
laws of Northern Ireland and News Corp (UK & Ireland) is a
company incorporated under the laws of England and Wales. It may
not be possible for Wireless Shareholders in the United States to
effect service of process within the United States upon Wireless or
News Corp (UK & Ireland) or their respective officers or
directors or to enforce against any of them judgments of the United
States predicated upon the civil liability provisions of the
federal securities laws of the United States. It may not be
possible to sue Wireless or News Corp (UK & Ireland) or their
respective officers or directors, who may be residents of countries
other than the United States, in a non-US court for violations of
the US securities laws. There is also substantial doubt as to
enforceability in the United Kingdom in original actions, or in
actions for the enforcement of judgments of US courts, based on
civil liability provisions of US federal securities laws.
In accordance with, and to the extent permitted by, applicable
law, the Takeover Code and normal UK market practice and Rule 14e-5
under the Exchange Act, News Corp (UK & Ireland) or its
nominees or brokers (acting as agents) or their respective
affiliates may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Wireless,
otherwise than pursuant to the Offer, at any time prior to
completion of the Offer. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any such purchases, or arrangements to purchase,
will comply with all applicable UK rules, including the Takeover
Code, the rules of the London Stock Exchange and Rule 14e-5 under
the Exchange Act to the extent applicable. In addition, in
accordance with, and to the extent permitted by, applicable law,
the Takeover Code and normal UK market practice and Rule 14e-5
under the Exchange Act, certain of the financial advisers and their
respective affiliates will continue to act as exempt principal
traders in Wireless Shares on the London Stock Exchange and engage
in certain other purchasing activities consistent with their
respective normal and usual practice and applicable law. Any public
dealing disclosures required under the Takeover Code will be
available to all investors (including US investors) from any
Regulatory Information Service including the Regulatory News
Service on the London Stock Exchange website,
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
No profit forecasts of estimates
No statement in this announcement (including any statement of
estimated synergies) is intended as a profit forecast or a profit
estimate and no statement in this announcement should be
interpreted or deemed to mean that earnings or earnings per share
for News Corp or Wireless, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per share for News Corp
or Wireless.
Dealing and Opening Disclosure requirements of the Takeover
Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Takeover Code, any person who is, or
becomes, interested in 1% 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
(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.
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
Publication on website and availability of hard copies
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement together with all information incorporated into
this announcement by reference to another source will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on News Corp's website at
www.newscorp.com and Wireless' website at www.wirelessgroupplc.com
by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. For the avoidance
of doubt, the contents of those websites are not incorporated by
reference and do not form part of this announcement.
Wireless Shareholders may request a hard copy of this
announcement (and any information incorporated by reference in this
announcement) by submitting a request in writing to Wireless at
Ormeau Road, Belfast, Co Antrim, BT7 1EB. A hard copy of this
announcement will not be sent unless requested. Any such person may
request that all future documents, announcements and information in
relation to the Offer should be sent to them in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPSFLEFWFMSEDA
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August 18, 2016 02:01 ET (06:01 GMT)
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