TIDMKCOM
RNS Number : 5401C
KCOM Group PLC
18 June 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 June 2019
RECOMMED CASH ACQUISITION
OF
KCOM GROUP PUBLIC LIMITED COMPANY
by
MEIF 6 FIBRE LIMITED
a wholly-owned indirect subsidiary of Macquarie European
Infrastructure Fund 6 SCSp (MEIF 6) (an investment fund managed by
Macquarie Infrastructure and Real Assets (Europe) Limited
(MIREAL))
to be implemented by means of a scheme of arrangement under Part
26 of the Companies Act 2006
Publication and posting of scheme document
On 3 June 2019, the boards of KCOM Group Public Limited Company
(KCOM) and MEIF 6 Fibre Limited (MEIF 6 Fibre) announced that they
had reached agreement on the terms of a recommended cash
acquisition by MEIF 6 Fibre, a wholly-owned indirect subsidiary of
MEIF 6 (an investment fund managed by MIREAL), of the entire issued
and to be issued ordinary share capital of KCOM (the Acquisition)
for 108 pence per KCOM Share. The Acquisition will be effected by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the Act).
Further to that announcement, the board of KCOM is pleased to
announce that a scheme document relating to the Acquisition (the
Scheme Document), together with associated Forms of Proxy for the
Court Meeting and the General Meeting, are today being published
and posted (or otherwise made available) to KCOM Shareholders other
than KCOM Shareholders in certain Restricted Jurisdictions and, for
information purposes only, to persons with information rights. The
Scheme Document contains, inter alia, a letter from the Chairman of
KCOM, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Act, notices of the Court
Meeting and the General Meeting, the expected timetable of
principal events and details of the actions to be taken by KCOM
Shareholders.
Action required by KCOM Shareholders
As described in the Scheme Document, to become Effective, the
Scheme must, amongst other things, be approved at the Court Meeting
(by a majority in number of KCOM Scheme Shareholders, representing
at least 75 per cent. in value of the KCOM Scheme Shares voted by
those KCOM Scheme Shareholders present and voting, either in person
or by proxy, at the Court Meeting); a special resolution must be
passed at the General Meeting (by KCOM Shareholders representing at
least 75 per cent. of votes cast at the General Meeting); and the
Scheme must subsequently be sanctioned by the Court. Both the Court
Meeting and the General Meeting will be held at the Kingston Suite,
KCOM Stadium, Hull, HU3 6HU on 11 July 2019 with the Court Meeting
to commence at 11.00 a.m. and the General Meeting to commence at
11.15 a.m. (or, if later, as soon thereafter as the Court Meeting
is concluded or adjourned). Notices of the Court Meeting and the
General Meeting are set out in the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the KCOM Scheme
Shareholders' opinion. KCOM Scheme Shareholders are therefore
strongly urged to complete, sign and return the Forms of Proxy
(once received), or alternatively, submit your proxy by electronic
means, as soon as possible.
KCOM Scheme Shareholders should note that the forms of proxy
completed in respect of the USS Offer are not valid and do not
count in respect of the Acquisition. KCOM Scheme Shareholders who
wish to appoint a proxy in respect of the Court Meeting and/or the
General Meeting must complete and return the Forms of Proxy or
appoint a proxy electronically or through CREST in accordance with
the procedures set out in the Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, and a copy of this announcement
will be available free of charge, subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions, on KCOM's website at www.kcomplc.com and on
Macquarie Infrastructure and Real Assets' website, at
www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer during the course
of the Offer Period. The Scheme Document has also been submitted to
the National Storage Mechanism and is available for inspection at
www.morningstar.co.uk/uk/NSM.
Timetable
The Scheme Document contains an expected timetable of principal
events relating to the Scheme, which is also attached as an
Appendix to this announcement. Subject to approval of the KCOM
Shareholders at the Court Meeting and the General Meeting, the
sanction of the Scheme by the Court and the satisfaction or (where
applicable) waiver of the other Conditions set out in Appendix 1 of
the Scheme Document, the Scheme is expected to become Effective in
Q3 2019.
KCOM Shareholders should carefully read the Scheme Document in
its entirety before making a decision with respect to the
Scheme.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the
same meanings as given to them in the Scheme Document.
Enquiries:
+44 (0) 1482
KCOM 602 595
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Rothschild & Co (Lead financial adviser to +44 (0) 20 7280
KCOM) 5000
Warner Mandel
Yasmine Benkhanouche
Pietro Franchi
Peel Hunt LLP (Joint financial adviser and +44 (0) 20 7418
joint broker to KCOM) 8900
Charles Batten
Edward Knight
Max Irwin
Investec Bank plc (Joint financial adviser +44 (0) 20 7597
and joint broker to KCOM) 5970
Patrick Robb
Andrew Pinder
Sebastian Lawrence
+44 (0) 20 3727
FTI Consulting LLP (PR adviser to KCOM) 1000
Ed Bridges
Matt Dixon
Jamie Ricketts
Macquarie Infrastructure and Real Assets, acting +44 (0) 77 6545
on behalf of MEIF 6 Fibre) 2193
Nicole Grove
Barclays (Financial adviser to MEIF 6 (managed
by MIRAEL) and MEIF 6 Fibre
Omar Faruqui
Alex Evans
Sally Rushton +44 (0) 20 7623
Gaurav Gooptu 2323
Citigate Dewe Rogerson (PR adviser to MEIF +44 (0) 20 7638
6 Fibre) 9571
+44 (0) 7852
210 329
Caroline Merrell +44 (0) 7710
Toby Mountford 356 611
Important notices
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
MEIF 6 Fibre and MEIF 6 (managed by MIRAEL) and no one else in
connection with the matters described herein and will not be
responsible to anyone other than MEIF 6 Fibre and MEIF 6 (managed
by MIRAEL) for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters
described herein or any other matter referred to herein.
N.M. Rothschild & Sons Limited (Rothschild & Co), which
is regulated in the United Kingdom by the FCA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to clients of Rothschild & Co or for providing advice
in relation to the Acquisition, the contents of this announcement
or any other matter or arrangement referred to herein.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the FCA, is acting for KCOM and no-one else in
connection with the Acquisition and/or other matters set out in
this announcement and will not be responsible to anyone other than
KCOM for the protections offered to its clients nor for providing
advice in relation to the Acquisition or any matters referred to in
this announcement.
Investec Bank plc (Investec), which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting
exclusively for KCOM and no one else in relation to the Acquisition
and/or other matters set out in this announcement and will not be
responsible to anyone other than KCOM for providing the protections
afforded to the clients of Investec or for providing advice in
relation to the Acquisition, the contents of this announcement or
any other matter or arrangement 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. The Acquisition will be made solely through the Scheme
Document (and the accompanying Forms of Proxy), which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Acquisition. Any vote or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document.
MEIF 6 Fibre 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, amongst other things, the change in method
of implementing the Acquisition, and compliance with all applicable
laws, including US securities laws.
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. In
particular, the ability of persons who are not resident in the
United Kingdom or who are subject to the laws of another
jurisdiction to vote their KCOM Scheme Shares in respect of the
Scheme at the Court Meeting or with respect to the General Meeting
Resolution at the General Meeting, or to execute and deliver Forms
of Proxy appointing another to vote at the Court Meeting and/or the
General Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they
are subject. 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 MEIF 6 Fibre 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.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code 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.
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.
Further details in relation to Overseas Shareholders will be
contained in the Scheme Document.
Additional information for US Shareholders
KCOM Shareholders in the United States should note that the
Acquisition relates to the securities of an English 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 Exchange
Act. 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
this announcement and other 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 MEIF 6 Fibre
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 only be made in the United States
in accordance with the US Exchange Act.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, MEIF 6 Fibre, certain affiliated
companies and their respective nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
KCOM Shares, other than pursuant to the Acquisition, until the date
on which the Takeover Offer and/or Scheme becomes Effective, lapses
or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at 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.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in KCOM
securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
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.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this document.
Any representation to the contrary is a criminal offence in the
United States.
The receipt of cash pursuant to the Acquisition by a US
Shareholder as consideration pursuant to the terms of the
Acquisition may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each US Shareholder is urged to
consult his or her independent professional adviser immediately
regarding the tax consequences of the Acquisition applicable to him
or her.
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 MEIF 6 Fibre 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 MEIF 6 Fibre 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 MEIF 6 Fibre or KCOM, and (c) the effects of
government regulation on the business of MEIF 6 Fibre 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 MEIF 6 Fibre 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 MEIF 6 Fibre 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 MEIF 6 Fibre, 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 MEIF 6 Fibre or
KCOM or any persons acting on their behalf are expressly qualified
in their entirety by the cautionary statement above.
Neither MEIF 6 Fibre 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 Macquarie Infrastructure and Real Assets' website
at www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer and on KCOM's
website at www.kcomplc.com promptly and in any event by no later
than 12 noon on 19 June 2019.
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.
Request for hard copies
KCOM Shareholders may, subject to applicable securities laws,
request a hard copy of this announcement (and any information
incorporated into it by reference to another source) by contacting
Link Asset Services on 0371 664 0321 or by submitting a request in
writing to Link Asset Services, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TH, with an address to which
the hard copy may be sent. Calls are charged at the standard
geographic rate and will vary by provider. Calls from outside of
the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday
to Friday, excluding public holidays in England and Wales.
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 Acquisition or give any financial, legal or tax advice. KCOM
Shareholders may, subject to applicable securities laws, also
request that all future documents, announcements and information to
be sent in relation to the Acquisition should be in hard copy
form.
Information relating to KCOM Shareholders
Please be aware that addresses, electronic addresses and certain
information provided by KCOM Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from KCOM may be provided to MEIF 6 Fibre during the Offer Period
as required under section 4 of Appendix 4 to the Takeover Code.
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.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme. All times shown in this document
are London times.
Event Time and/or date
Publication of the Scheme Document 18 June 2019
Latest time for receipt of Forms of Proxy for:
Court Meeting (BLUE form) 11.00 a.m. on 9 July 2019(1)
General Meeting (WHITE form) 11.15 a.m. on 9 July 2019(1)
Voting Record Time for the Court Meeting and General 10.00 p.m. on 9 July 2019((2)
Meeting
Court Meeting 11.00 a.m. on 11 July 2019
General Meeting 11.15 a.m. on 11 July 2019((3)
The following dates are indicative only and subject to change, please see note (4) below
Court Hearing (to sanction the Scheme) A date expected to be no later than 14 days after the
satisfaction or, where applicable, waiver
of the FCA Condition (which is expected to be in Q3 2019)
("D")((4)
Last day of dealings in, and for registrations of D + 1 Business Day(4)
transfers of, and disablement in CREST of,
KCOM Shares
Dealings in KCOM Shares suspended 6.00pm on D + 1 Business Day(4)
Scheme Record Time 10.00pm on D + 1 Business Day(4)
Effective Date D + 2 Business Days(4)
Cancellation of listing of and dealings in KCOM Shares By 8.00 a.m. on D + 3 Business Days(4)
Latest date for despatch of cheques and/or crediting of 14 days after the Effective Date
CREST accounts for cash consideration
due under the Scheme
Long Stop Date 31 October 2019(5)
Notes:
The Court Meeting and the General Meeting will both be held at
the Kingston Suite, KCOM Stadium, Hull, HU3 6HU.
1 If the BLUE Form of Proxy for the Court Meeting is not received
by Link Asset Services by 11.00 a.m. on 9 July 2019 (or,
in the case of an adjourned meeting, not less than 48 hours
(excluding any part of a day that is not a Business Day)
prior to the time and date set for the adjourned meeting),
it may be handed to the Chairman at the Court Meeting at
any time before the taking of the poll and still be valid.
However, the WHITE Form of Proxy for the General Meeting
must be received by Link Asset Services by 11.15 a.m. on
9 July 2019 (or, in the case of an adjourned meeting, not
less than 48 hours (excluding any part of a day that is
not a Business Day) prior to the time and date set for the
adjourned meeting) in order for it to be valid.
2 If either the Court Meeting or the General Meeting is adjourned,
the Voting Record Time for the adjourned meeting will be
10.00 p.m. on the day which is two days before the date
fixed for the adjourned meeting (excluding any day which
is not a Business Day).
3 The General Meeting will commence at 11.15 a.m. on 11 July
2019 or, if later, as soon thereafter as the Court Meeting
has been concluded or adjourned.
4 These times and dates are indicative only and will depend,
amongst other things, on the date on which: (i) the Conditions
are either satisfied or (if capable of waiver) waived; (ii)
the Court sanctions the Scheme (which may not be the same
day on which the Court hears KCOM's application); and (iii)
the order sanctioning the Scheme is delivered to the Registrar
of Companies. The Court Hearing to sanction the Scheme is
expected to be held no later than 14 days after the satisfaction
or waiver of the FCA Condition. KCOM will give adequate
notice of the date and time of the Court Hearing, once known,
by issuing an announcement through a Regulatory Information
Service and by posting a notice on its website at www.kcomplc.com.
Further changes to other times or dates indicated above
shall be notified in the same way. All KCOM Shareholders
have the right to attend the Court Hearing.
5 This is the latest date by which the Scheme may become effective
unless KCOM and MEIF 6 Fibre, with the consent of the Panel
and (if required) the approval of the Court, agree in writing
a later date.
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
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