TIDMWLG
RNS Number : 8302C
News Corporation
30 June 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 OF SUCH JURISDICTION
30 June 2016
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
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")
at 315 pence per share
Summary
-- The Boards of News Corp and Wireless are pleased to announce
that agreement has been reached on the terms of a recommended cash
offer (the "Offer") to be made by News Corp (UK & Ireland), an
indirect wholly-owned subsidiary of News Corp, on the terms and
subject to the conditions set out below, for the entire issued and
to be issued share capital of Wireless.
-- It is intended that the Offer will be implemented by means of
a takeover offer under the Takeover Code and within the meaning of
Part 28 of the Act.
-- Under the terms of the Offer, Wireless Shareholders will
receive, for each Wireless Share held, 315 pence in cash. In
addition, Wireless Shareholders named on the register on 20 May
2016 will receive the previously announced Special Dividend of 6.15
pence per Wireless Share and the 2015 Final Dividend of 7.60 pence
per Wireless Share, both of which are expected to be paid on 15
July 2016.
-- The Offer values the entire existing issued and to be issued
share capital of Wireless at approximately GBP220.3 million, and
represents a premium of approximately:
-- 70.3 per cent. over the Closing Price of 185 pence per
Wireless Share on 29 June 2016, being the last Business Day prior
to this announcement; and
-- 69.1 per cent. to the volume weighted average price of 186
pence per Wireless Share for the three months prior to the date of
this announcement.
Reasons for the Offer
-- Wireless is a media group operating in the UK and Ireland
primarily focused on radio broadcasting. The business has valuable
media brands that include talkSPORT, the leading sports radio
network in the UK, and a wider portfolio of media assets with a
significant presence and audience engagement, both digitally and
internationally.
-- News Corp believes that Wireless represents an excellent
strategic fit with its existing operations, broadening News Corp's
range of services in the UK, Ireland and internationally.
-- talkSPORT has radio and digital audio broadcasting rights for
the Premier League, the FA Cup and the EFL Cup. It also has the
global live audio rights to the Premier League in multiple
languages (outside the EEA) to 2019.
-- Wireless' audience complements the audience of The Sun, and
there is significant opportunity to increase engagement and
monetisation through cross-promotion and leveraging Wireless' and
News Corp's respective talent and advertising sales forces. The
acquisition also raises the prospect of further international
digital expansion for the Wireless brands.
-- The UK and Ireland are key markets for News Corp. In the past
few years News Corp has acquired Storyful in Ireland and Unruly in
the UK. Those companies continue to operate as standalone
businesses and they are adding value to the wider News group's
global assets. The proposed acquisition of Wireless follows this
trend.
-- News Corp, which is evolving rapidly into a more digital and
increasingly global company with a diverse revenue mix, has a
proven track record of investing in content that drives audiences
and in businesses that complement its existing brands and
platforms.
-- News Corp has been impressed by the skills and experience of
the existing management and employees of Wireless, and expects them
to play a leading role in growing the Wireless business in an
increasingly competitive digital media environment as part of the
wider News group.
The recommendation and structure of the Offer
-- The Wireless Directors, who have been so advised by Numis,
consider the financial terms of the Offer to be fair and
reasonable. In providing advice to the Wireless Directors, Numis
has taken into account the commercial assessments of the Wireless
Directors. Numis is providing financial advice to the Wireless
Directors for the purposes of Rule 3 of the Takeover Code.
-- Accordingly, the Wireless Directors intend unanimously to
recommend that Wireless Shareholders accept the Offer, as the
Wireless Directors have irrevocably undertaken to do in respect of
their own beneficial holdings of Wireless Shares, which amount, in
aggregate, to 459,493 Wireless Shares representing approximately
0.67 per cent. of the existing issued share capital of Wireless as
of 29 June 2016 (being the latest practicable date prior to this
announcement).
-- In addition, News Corp (UK & Ireland) has received
irrevocable undertakings to accept the Offer from JO Hambro
(3,500,000 Wireless Shares) and GVQ Investment Management
(4,174,705 Wireless Shares) in respect of a total of 7,674,705
Wireless Shares, representing, in aggregate, approximately 11.18
per cent. of Wireless' existing issued share capital as of 29 June
2016 (being the latest practicable date prior to this
announcement). The irrevocable undertakings received from JO Hambro
and GVQ Investment Management will cease to be binding in the event
of a competing offer for Wireless, the value of which exceeds the
value of the Offer by 10 per cent. or more.
-- Further, News Corp (UK & Ireland) has received letters of
intent to accept (or procure acceptance of) the Offer from JO
Hambro (3,565,431 Wireless Shares), Aberforth Partners LLP (on
behalf of its clients) (5,495,041 Wireless Shares), Columbia
Threadneedle Investments (4,224,012 Wireless Shares) and Invesco
Asset Management Limited (2,774,276 Wireless Shares) in respect of
a total of 16,058,760 Wireless Shares, representing approximately
23.4 per cent. of the existing ordinary share capital of Wireless
in issue on 29 June 2016 (being the latest practicable date prior
to this announcement).
-- Lepe is acting as sole financial adviser to News Corp (UK
& Ireland). Numis is acting as sole Rule 3 adviser, joint
financial adviser and joint broker to Wireless. Goodbody is acting
as joint financial adviser and joint broker to Wireless.
-- The Offer is subject to the Conditions and further terms set
out in Appendix I to this announcement and to be set out in the
Offer Document which will contain further information about the
Offer, and will be published within 28 days of this announcement
(subject to any extension agreed by News Corp (UK & Ireland)
and Wireless with the consent of the Panel).
-- Commenting on the Offer, Robert Thomson, Chief Executive of News Corp said:
"The proposed investment is a clear sign of our commitment to,
and belief in, the United Kingdom as a place to do business
successfully and profitably.
We look forward to welcoming Wireless into News Corp's global
family of businesses. With its strength in radio, as well as its
digital and international growth potential, Wireless will help
improve the engagement of our publishing brands, especially those
within News UK.
There is no doubt that Wireless is a company reborn since the
sale of its television assets last year and we are excited by its
prospects.
We plan to leverage Wireless' portfolio of radio and digital
audio sports rights, including the Premier League, in the UK,
Ireland and beyond, through News Corp's digital platforms. We
believe the businesses together can be far more than the sum of
their parts."
-- Commenting on the Offer, Rebekah Brooks, Chief Executive of News UK said:
"News UK has a stable of iconic brands and a track record of
creating content that builds engaged and loyal audiences. The
Wireless Group represents an opportunity for us to take advantage
of its strong radio presence to build on our growing digital
success story and to bring some of the best journalistic and
broadcasting talent into one group.
"This acquisition will allow us to increase engagement for both
businesses through the cross promotion of our brands and the use of
our respective talent. We also look forward to collaborating in the
expansion of the Wireless Group's digital audio and international
assets, which offer new opportunities for our businesses in the UK
and globally."
-- Commenting on the Offer, Richard Huntingford, Executive Chairman of Wireless said:
"This is an excellent outcome for all Wireless stakeholders.
Shareholders receive an immediate and certain cash value for their
shares which not only represents a very significant premium to the
current share price, but also fully recognises the long-term
prospects and growth potential of Wireless; News Corp's proven
track record of investing in content that drives audiences will
significantly benefit Wireless' listeners and advertisers; and, the
excellent strategic fit and complementariness of the Wireless
business to News Corp's operations will provide great opportunities
for Wireless' management, employees and talent. Finally, the
introduction of a new player with the stature and global media
experience of News Corp will be a major boost for the UK and Irish
commercial radio industry."
-- Wireless is a focused media group operating in the UK and
Ireland comprising radio assets, including talkSPORT, and a growing
digital division. It is a profitable business that owns and
operates valuable brands which attract loyal audiences. Wireless is
listed on the main market of the London Stock Exchange and the
Irish Stock Exchange under the trading symbol "WLG" and is a member
of the FTSE SmallCap Index.
-- News Corp is a global diversified media and information
services company focused on creating and distributing authoritative
and engaging content to consumers and businesses throughout the
world. The group comprises businesses across a range of media,
including: news and information services, book publishing, digital
real estate services, cable network programming in Australia and
pay-TV distribution in Australia, that are distributed under some
of the world's most recognisable and respected brands including The
Wall Street Journal, Dow Jones, The Australian, Herald Sun, The
Sun, The Times, HarperCollins Publishers, FOX SPORTS Australia,
realestate.com.au, realtor.com(R), Foxtel and many others.
-- News Corp's Class A and Class B Common Stock are listed on
The NASDAQ Global Select Market ("NASDAQ") under the trading
symbols "NWSA" and "NWS," respectively. CHESS Depositary Interests
representing News Corp's Class A and Class B Common Stock also
trade on the Australian Securities Exchange under the trading
symbols "NWSLV" and "NWS," respectively.
This summary should be read in conjunction with the full text of
the following announcement and the Appendices. The Offer will be
subject to the Conditions and further terms set out in Appendix I
and to the full terms and conditions which shall be set out in the
Offer Document. Appendix II contains the bases and sources of
certain information used in the summary and this announcement.
Appendix III contains a summary of the irrevocable undertakings
received in relation to the Offer. Certain terms used in this
announcement are defined in Appendix IV to this announcement.
Enquiries:
Brunswick Group LLP
Jonathan Glass +44 (0) 207 404 5959
Andrew Porter
David Blackburn
News UK +44 (0) 20 7782 8000
Daisy Dunlop, Director of Communications
News Corp +1 212 416 3363
Michael Florin, Investor Relations
Lepe Partners (Financial Adviser to News +44(0) 207 938 5810
Corp and News Corp (UK & Ireland))
Julian Culhane
Jonathan Goodwin
Wireless Group plc
Richard Huntingford, via Maitland:
Jamie Dunkley +44 (0)207 379 5151
Robbie Hynes +44 (0)207 379 5151
Numis
(Financial Adviser and Rule 3 adviser to Wireless)
Nick Westlake +44 (0) 20 7260 1000
Lorna Tilbian
Chris Wilkinson
Michael Wharton
Goodbody
(Financial Adviser to Wireless)
Kevin Keating +353 1 667 0400
Linda Hickey
John Flynn
Terms used in this summary shall have the meaning given to them
in the full announcement.
Important notices relating to financial advisers
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, 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, 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 purchase any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer Document
and the accompanying acceptance forms, which will contain 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 will be contained in the Offer Document.
The Offer will not be 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 will be made for securities in a company incorporated
in Northern Ireland 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.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning News Corp, News Corp (UK
& Ireland) and Wireless. All statements other than statements
of historical fact may be forward-looking statements. Generally,
the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely,
such as future market conditions and the behaviours of other market
participants. Therefore undue reliance should not be placed on such
statements, which speak only as of the date of this announcement.
News Corp, News Corp (UK & Ireland) and Wireless assume no
obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.
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.
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.
Information relating to Wireless Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Wireless Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Wireless may be provided to News Corp (UK &
Ireland) during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, Wireless
confirms that as at the date of this announcement, it has in issue
and admitted to trading on the London Stock Exchange and the Irish
Stock Exchange 68,657,787 ordinary shares of 7 pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BDGT1X16.
PRESS ANNOUNCEMENT
FOR IMMEDIATE RELEASE
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 OF SUCH
JURISDICTION.
30 June 2016
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")
at 315 pence per share
1. Introduction
The Boards of News Corp and Wireless are pleased to announce
that agreement has been reached on the terms of a recommended cash
offer (the "Offer") to be made by News Corp (UK & Ireland) on
the terms and subject to the conditions set out below for the
entire issued and to be issued share capital of Wireless.
News Corp (UK & Ireland) is an indirect wholly-owned
subsidiary of News Corp.
It is intended that the Offer will be implemented by way of a
takeover offer within the meaning of Part 28 of the Act. The Offer
Document will be sent to Wireless Shareholders and for information
only, to participants in the Wireless Share Schemes by 28 July 2016
and will contain the formal terms and conditions of the Offer.
2. Summary of the Offer
Under the terms of the Offer, which will be subject to the
satisfaction (or where applicable, waiver) of the Conditions and to
the further terms set out in Appendix I of this announcement and to
be set out in the Offer Document and the accompanying Form of
Acceptance, Wireless Shareholders will be entitled to receive:
315 pence in cash for each Wireless Share
The Offer values the entire issued and to be issued share
capital of Wireless at approximately GBP220.3 million, on the basis
of a fully diluted share capital of 69,925,114 Wireless Shares.
The Offer represents a premium of approximately:
-- 70.3 per cent. over the Closing Price of 185 pence per
Wireless Share on 29 June 2016, being the last Business Day prior
to this announcement; and
-- 69.1 per cent. to the volume weighted average price of 186
pence per Wireless Share for the three months prior to the date of
this announcement.
Wireless Shares will be acquired fully paid and free from all
liens, charges, equitable interests, encumbrances, rights of
pre-emption and other third party rights or interests and together
with all rights attaching thereto, including without limitation the
right to receive all dividends and other distributions (if any)
announced, declared, made or paid thereafter, other than the
Announced Dividends.
The Offer will extend to any Wireless Shares which are issued or
unconditionally allotted whilst the Offer remains open for
acceptance (or prior to such earlier time and/or date as News Corp
(UK & Ireland) may, subject to the Takeover Code, determine) as
a result of rights accruing under the Wireless Share Schemes prior
to the date of this document.
In addition, Wireless Shareholders named on the register on 20
May 2016 will receive the previously announced Special Dividend of
6.15 pence per Wireless Share and the 2015 Final Dividend of 7.6
pence per Wireless Share, both of which are expected to be paid on
15 July 2016.
3. Wireless Directors' Recommendation
The Wireless Directors, who have been so advised by Numis,
consider the financial terms of the Offer to be fair and
reasonable. In providing advice on the Offer to the Wireless
Directors, Numis has taken into account the commercial assessments
of the Wireless Directors. Numis is providing independent financial
advice for the purposes of Rule 3 of the Takeover Code to the
Wireless Directors.
Accordingly, the Wireless Directors intend unanimously to
recommend that Wireless Shareholders accept the Offer, as they have
irrevocably agreed to do in respect of their own beneficial
holdings of Wireless Shares, which amount, in aggregate, to 459,493
Wireless Shares representing approximately 0.67 per cent. of the
existing issued share capital of Wireless as of 29 June 2016, being
the last practicable date prior to the date of this announcement.
These undertakings will continue to be binding if any higher
competing offer is made for Wireless.
4. Background to and reasons for the recommendation
In the last 12 months Wireless has delivered significant returns
for its shareholders, with the sale of Juice FM in Liverpool to
Global Radio for GBP10 million and the sale of its television
business to ITV, including the transfer of its defined benefit
pension scheme, for GBP100m. An associated return of capital of
GBP55 million has been undertaken, comprising the B Share Scheme
completed on 1 April 2016 and the Special Dividend.
During this time Wireless has also continued to invest in its
assets, with its participation in the consortium that won the
licence to operate the second national digital multiplex D2, and
its announcement on 20 May 2016 that talkSPORT had been awarded
three live UK audio packages for the Premier League for seasons
2016/17, 2017/18 and 2018/19.
Following the disposal of its television business to ITV and
these and other initiatives, Wireless has become a radio-focused
group with market leading assets, a robust balance sheet and a
strong management team.
While the Wireless Board believes that the present strategy and
opportunities are capable of delivering long-term growth and
profitability, it also believes the terms of the Offer provide
Wireless Shareholders with an immediate and certain cash value
which is attractive. The Wireless Directors believe the Offer
recognises Wireless' long-term prospects and growth potential and
the potential medium term standalone value of Wireless, taking into
account the markets in which Wireless operates.
Following careful consideration of the above factors, the
Wireless Directors intend unanimously to recommend that Wireless
Shareholders accept the Offer, as they have each irrevocably
undertaken to do in respect of their entire respective beneficial
holdings of Wireless Shares.
5. Background to and reasons for the Offer
Wireless is a media group operating in the UK and Ireland
primarily focused on radio broadcasting. The business has valuable
media brands that include talkSPORT, the leading sports radio
network in the UK, and a wider portfolio of media assets with a
significant presence and audience engagement, both digitally and
internationally.
News Corp believes that Wireless represents an excellent
strategic fit to complement its existing operations, broadening
News Corp's range of services in the UK and Ireland, considered two
of its key geographic markets, and internationally.
talkSPORT has radio and digital audio broadcasting rights for
the Premier League, the FA Cup and the EFL Cup. It also has the
global live audio rights to the Premier League in multiple
languages (outside the EEA) to 2019.
Wireless' audience complements the audience of The Sun, and
there is significant opportunity to increase engagement and
monetisation through cross-promotion and leveraging Wireless' and
News Corp's respective talent and advertising sales forces. The
acquisition also raises the prospect of further international
digital expansion for the Wireless brands.
The UK and Ireland are key markets for News Corp. In the past
few years News Corp has acquired Storyful in Ireland and Unruly in
the UK. Those companies continue to operate as standalone
businesses and they are adding value to the wider News group's
global assets. The proposed acquisition of Wireless follows this
trend.
News Corp, which is evolving rapidly into a more digital and
increasingly global company with a broad revenue mix has a proven
track record of investing in content that drives audiences and in
businesses that complement its existing brands and platforms.
6. Irrevocable Undertakings and Letters of Intent
News Corp (UK & Ireland) has received irrevocable
undertakings to accept the Offer from each of those Wireless
Directors holding Wireless Shares and certain other Wireless
Shareholders as described below.
The irrevocable undertakings from each of those Wireless
Directors holding Wireless Shares are in respect of their entire
beneficial holdings (including in respect of any incentive or
option schemes) representing, in aggregate, approximately 0.67 per
cent. of the existing issued share capital of Wireless on 29 June
2016, being the last practicable date prior to the date of this
announcement. The terms of these irrevocable undertakings will
continue to be binding if a higher competing offer is made for
Wireless.
The irrevocable undertakings from JO Hambro (3,500,000 Wireless
Shares) and GVQ Investment Management (4,174,705 Wireless Shares)
are in respect of a total of 7,674,705 Wireless Shares
representing, in aggregate, approximately 11.18 per cent. of the
issued share capital of Wireless on 29 June 2016, being the last
practicable date prior to the date of this announcement. The
irrevocable undertakings received from JO Hambro and GVQ Investment
Management will cease to be binding in the event of a competing
offer for Wireless, the value of which exceeds the value of the
Offer by 10 per cent. or more.
In addition, News Corp (UK & Ireland) has received letters
of intent from JO Hambro (3,565,431 Wireless Shares), Aberforth
Partners LLP (on behalf of their clients) (5,495,041 Wireless
Shares), Columbia Threadneedle Investments (4,224,012 Wireless
Shares) and Invesco Asset Management Limited (2,774,276 Wireless
Shares) in respect of a total of 16,058,760 Wireless Shares,
representing approximately 23.4 per cent. of the existing ordinary
share capital of Wireless in issue on 29 June 2016, being the
latest practicable date prior to this announcement.
In total, therefore, News Corp (UK & Ireland) has received
irrevocable undertakings and letters of intent to accept the Offer
in respect of 24,192,958 Wireless Shares representing, in
aggregate, approximately 35.24 per cent. of the issued share
capital of Wireless on 29 June 2016, being the last practicable
date prior to the date of this announcement.
Further details of these irrevocable undertakings are set out in
Appendix III to this announcement.
7. Information on News Corp and News Corp (UK & Ireland)
News Corp is a global diversified media and information services
company focused on creating and distributing authoritative and
engaging content to consumers and businesses throughout the world.
News Corp comprises businesses across a range of media, including:
news and information services, book publishing, digital real estate
services, cable network programming in Australia and pay-TV
distribution in Australia, that are distributed under some of the
world's most recognisable and respected brands including The Wall
Street Journal, Dow Jones, The Australian, Herald Sun, The Sun, The
Times, HarperCollins Publishers, FOX SPORTS Australia,
realestate.com.au, realtor.com(R), Foxtel and many others.
News Corp's commitment to premium content makes its properties a
trusted source of news and information and a premier destination
for consumers across various media. Many of these properties
deliver broad reach and high audience engagement levels in their
respective markets making them attractive advertising vehicles.
News Corp delivers its premium content to consumers across
numerous distribution platforms consisting not only of traditional
print and television, but also through an array of digital
platforms including the web, mobile devices and tablets. News Corp
is focused on pursuing integrated strategies across its businesses
to continue to capitalise on the transition from print to digital
consumption of high-quality content.
News Corp's Class A and Class B Common Stock are listed on The
NASDAQ Global Select Market under the trading symbols "NWSA" and
"NWS," respectively. CHESS Depositary Interests representing News
Corp's Class A and Class B Common Stock also trade on the
Australian Securities Exchange under the trading symbols "NWSLV"
and "NWS," respectively. Its principal executive offices are
located at 1211 Avenue of the Americas, New York, New York.
For the fiscal year ended 30 June 2015, News Corp reported group
revenue of US$8,633 million and group EBITDA of US$852 million. As
of 30 June 2015, it had approximately 25,000 employees, of whom
approximately 10,000 were located in the U.S., 4,000 were located
in the UK and 8,000 were located in Australia.
News Corp (UK & Ireland) is an indirectly wholly-owned
subsidiary of News Corp. News Corp (UK & Ireland) is
incorporated in England.
8. Information on Wireless
Wireless is a media group operating in the UK and Ireland
primarily focused on radio broadcasting, with a presence in print
media through its ownership of Sport Magazine and a growing digital
division.
In the UK, Wireless' radio assets include talkSPORT, talkRADIO,
Virgin Radio UK and 12 local radio stations, of which the majority
are based in the North West of England.
talkSPORT is Wireless' flagship UK national radio station with a
particular focus on football. It provides an informative and
entertaining service to loyal fans, predominantly male, attracting
on average more than 3 million listeners each week.
Wireless, along with its two Sound Digital consortium partners,
Bauer Media and Arqiva, won the licence to operate the second
national UK digital radio multiplex, D2, in March 2016. It launched
three new radio stations on D2, talkRADIO, talkSPORT2 and, under a
12 year licence agreement with Virgin Group, Virgin Radio.
In Ireland, Wireless is the largest local radio operator with
seven stations broadcasting from Belfast, Dublin, Cork, Limerick
and Drogheda, and a national advertising sales house in Dublin.
These radio stations hold strong positions in the key urban areas
in which they operate.
Sport Magazine is a free London-based magazine. It has an
audited print circulation of approximately 300,000 and is also
available on iOs, Android and Kindle.
For the financial year ended 31 December 2015, Wireless reported
revenues and operating profit from continuing operations of GBP75
million and GBP13 million, respectively. For the financial year
ended 31 December 2015 Wireless employed on average 769 people in
the UK and Ireland.
9. Wireless current trading
At the time of its preliminary results for the year ended 31
December 2015, announced on 31 March 2016, Wireless stated the
following with regard to its prospects:
"The launch and establishment of our three new recently launched
national radio stations on D2 is a key priority for 2016. talkSPORT
2 and talkRADIO will leverage talkSPORT's brand heritage while
Virgin Radio will have instant brand recognition. All three
stations will be supported by existing infrastructure and will
benefit from cross-promotion, thereby helping to keep costs as low
as possible. Our low cost model for these digital stations
envisages breakeven being achieved at modest audience delivery
levels. Operating losses at the three stations are anticipated to
be circa GBP3.6m in 2016, moving to a small loss in 2017 and
growing profitably beyond this. 50% of our forecast 2016 revenue
for the D2 stations has already been achieved.
talkSPORT has a commanding position in the UK radio market as
the premier sports radio station and will benefit from the summer
Euro 2016 tournament. Both the size and the profile of its audience
makes it an attractive medium for advertisers seeking male
audiences. While a major football tournament typically would drive
a 10% increase in sales over the course of a calendar year,
talkSPORT is experiencing good underlying sales growth in addition
to the positive effect of the Euros which augurs well for 2016. Our
local radio stations are expected to perform broadly in line with
the UK radio market for the year as a whole.
The Irish economy is forecast to grow strongly in 2016 and
beyond. Consumer expenditure is also forecast to grow. This growth
should translate into increased advertising expenditure and Irish
advertising agencies appear to be cautiously optimistic despite the
backdrop of the slowing global economy. Our radio stations in
Ireland continue to enjoy market leading positions in key urban
areas across the country which should leave them well placed to
avail of market growth. At this stage, we expect single digit Irish
radio advertising growth in 2016 with the first quarter softer due
to a very strong comparative in January."
Since that announcement Wireless announced on 20 May 2016 that
talkSPORT has been awarded three live UK audio packages for the
Premier League for seasons 2016/17, 2017/18 and 2018/19.
In the first half of 2016, Wireless traded ahead of the prior
year in revenue terms and, whilst at this stage it is unclear what
impact the result of the recent EU Referendum may have, the Board
of Wireless anticipates progress in 2016 in line with its
expectations.
10. Management, employees and locations
News Corp has been impressed by the skills and experience of the
existing management and employees of Wireless, and expects them to
play a leading role in growing the Wireless business in an
increasingly competitive digital media environment as part of the
wider News group. News Corp also believes that employees will
benefit from the greater opportunities within the enlarged
group.
Whilst there are no immediate plans for any material changes in
locations or personnel or any redeployment of assets following the
Offer becoming or being declared unconditional in all respects,
there may be duplication of some corporate and support functions
which could involve minor headcount reductions in Wireless'
operations going forward (although News Corp has not yet developed
any proposals as to if and when such headcount reductions might be
implemented).
The Board of News Corp has given assurances to the Wireless
Directors that, upon the Offer becoming or being declared
unconditional in all respects, the existing contractual and
statutory employment rights of existing management and employees of
Wireless will be safeguarded and pension obligations complied
with.
11. Wireless Share Schemes
The Offer will extend to any Wireless Shares which are issued or
unconditionally allotted whilst the Offer remains open for
acceptance (or prior to such earlier time and/or date as News Corp
(UK & Ireland) may, subject to the Takeover Code, determine) as
a result of rights accruing under the Wireless Share Schemes.
Appropriate proposals for any of the outstanding awards will be
made to Wireless Awardholders, which will be contained in a letter
to Wireless Awardholders which will be sent as soon as practicable
after the Offer Document is published.
12. Financing the Offer
Full acceptance of the Offer by Wireless Shareholders will
result in a maximum cash consideration payable by News Corp (UK
& Ireland) of approximately GBP220.3 million. The cash
consideration payable under the Offer will be funded using existing
cash resources of the News Corp group.
Lepe, financial adviser to News Corp and News Corp (UK &
Ireland), is satisfied that the necessary financial resources are
available to News Corp (UK & Ireland) to enable it to satisfy
in full the consideration payable by News Corp (UK & Ireland)
under the Offer.
13. Offer related arrangements
Confidentiality Agreement
News Corp and Wireless entered into a confidentiality and
standstill agreement dated 1 June 2016 (the "Confidentiality
Agreement") pursuant to which News Corp has undertaken to keep
certain information relating to Wireless confidential and not to
disclose such information to third parties, except certain
permitted disclosures for the purposes of evaluating the Offer, or
if required by applicable laws or regulations.
Pursuant to the Confidentiality Agreement, News Corp has also
undertaken not to make an approach in which it discloses its
interest in the Offer to any of Wireless' employees, agents,
consultants, contractors, finance providers or professional
advisers and not, for a period of 12 months from 1 June 2016, to
solicit from his or her current employment any person who is a
director, employee or consultant of the wider Wireless group and
who holds office in a managerial or executive capacity or otherwise
has access to confidential information, and who participates in the
evaluation of the Offer.
Unless otherwise limited, the obligations under the
Confidentiality Agreement will remain in force until 1 June
2018.
Co-operation Agreement
News Corp (UK & Ireland) and Wireless have entered into a
co-operation agreement relating to the Offer (the "Co-operation
Agreement") pursuant to which each of News Corp (UK & Ireland)
and Wireless has agreed to provide to the other such necessary
information and assistance as may be reasonably required for the
purposes of obtaining the regulatory clearances that are necessary
or desirable in order to satisfy the Regulatory Conditions (the
"Clearances").
The Co-operation Agreement shall terminate with immediate effect
and all rights and obligations of the parties shall cease
forthwith, as follows:
(a) if agreed in writing between the parties;
(b) upon service of written notice by News Corp (UK & Ireland) to Wireless if:
(i) the Wireless Directors fail to provide a unanimous and
unconditional recommendation of the Offer for inclusion in the
Offer Document; or
(ii) the Wireless Directors withdraw their unanimous and
unconditional recommendation of the Offer following publication of
the Offer Document;
(c) upon service of written notice by News Corp (UK &
Ireland) to Wireless prior to the Long Stop Date, meaning 109 days
after the Announcement, or if earlier, 81 days after the posting of
the Offer Document, or such later date as agreed by the parties and
the Panel, stating that either (i) any Condition which has not been
waived is (or has become) incapable of satisfaction by the Long
Stop Date and, notwithstanding that it has the right to waive such
Condition, News Corp (UK & Ireland) will not do so; or (ii) any
Condition which is incapable of waiver has become incapable of
satisfaction by the Long Stop Date, in each case in circumstances
where the invocation of the relevant Condition (or confirmation
that the Condition is incapable of satisfaction, as appropriate) is
permitted by the Panel;
(d) if the Offer does not become or is not declared wholly
unconditional by the Long Stop Date; or
(e) upon service of written notice by either party if the Offer
has not become or been declared unconditional as to acceptances by
the last date permitted in accordance with Rule 31.6 of the
Takeover Code.
14. Disclosure of interests in Wireless
As at the close of business on 29 June 2016, being the latest
practicable date prior to the publication of this announcement,
save for the irrevocable undertakings referred to in paragraph 6
above, none of News Corp (UK & Ireland), nor any of the News
Corp (UK & Ireland) directors, nor so far as the Board of News
Corp (UK & Ireland) is aware, any person acting, or deemed to
be acting, in concert (within the meaning of the Takeover Code)
with News Corp (UK & Ireland):
-- had an interest in, or right to subscribe for, any Wireless Shares;
-- had any short position in (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery of, Wireless Shares; or
-- borrowed or lent any Wireless Shares.
Furthermore, so far as the Board of News Corp (UK & Ireland)
is aware, no arrangement exists with News Corp (UK & Ireland)
or Wireless, or a person acting in concert with News Corp (UK &
Ireland) or Wireless in relation to Wireless Shares. For these
purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or
informal, of whatever nature, relating to Wireless Shares which may
be an inducement to deal or refrain from dealing in such
securities.
In the interests of maintaining confidentiality before this
announcement, News Corp (UK & Ireland) has not yet completed
its enquiries in respect of the matters referred to in this
paragraph of certain parties deemed to be acting in concert with
News Corp (UK & Ireland) for the purposes of the Offer.
Enquiries of such parties will be completed as soon as practicable
following the date of this announcement and, in accordance with
Note 2(a)(i) on Rule 8 of the Takeover Code, further disclosures,
if any, required in respect of such parties will be made as soon as
possible and in any event by no later than 12 noon (London time) on
the day falling 10 Business Days after the date of this
announcement.
15. Structure of the Offer
It is intended that the Offer will be implemented by way of a
takeover offer under Part 28 of the Act and under the Takeover
Code.
The Wireless Shares shall be acquired under the Offer fully paid
and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other rights and
interests of any nature whatsoever and together with all rights now
and hereafter attaching thereto, including voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid on or after the date
of this announcement, other than the Announced Dividends.
The Offer Document and the Form of Acceptance accompanying the
Offer Document will be published within 28 days of this
announcement (subject to any extension agreed by News Corp (UK
& Ireland) and Wireless with the consent of the Panel). The
Offer Document and accompanying Form of Acceptance will be made
available to all Wireless Shareholders at no charge to them.
Wireless Shareholders are urged to read the Offer Document and the
accompanying Form of Acceptance when they are sent to them because
they will contain important information.
An indicative timetable setting out the expected dates for
implementation of the Offer will be included in the Offer
Document.
News Corp (UK & Ireland) reserves the right to elect
(subject to the prior consent of the Panel) to effect the Offer by
way of a court-sanctioned scheme of arrangement under Part 26 of
the Act.
16. Conditions
The Offer will be subject to the Conditions and certain further
terms as set out at Appendix 1 to this announcement and to the
further terms to be set out in the Offer Document.
The Conditions in Appendix 1 to this announcement include
(amongst other things):
-- valid acceptances being received in respect of Wireless
Shares which, together with any Wireless Shares acquired by News
Corp (UK & Ireland) (whether pursuant to the Offer or
otherwise), constitute no less than 90 per cent. in nominal value
of the Wireless Shares to which the Offer relates and represent not
less than 90 per cent. of the voting rights attached to such
shares; and
-- regulatory clearances being received from the CCPC and MCCCNR
without a Phase 2 review (or in relation to the CCPC, the relevant
statutory period for a Phase 1 review having elapsed without the
CCPC having informed News Corp (UK & Ireland) of its
determination).
17. Delisting, compulsory acquisition and re-registration
If News Corp (UK & Ireland) receives acceptances under the
Offer in respect of, and/or otherwise acquires, in aggregate 90 per
cent. or more of the Wireless Shares to which the Offer relates,
News Corp (UK & Ireland) intends to apply the provisions of
sections 974-982 (inclusive) of the Act to acquire compulsorily any
remaining Wireless Shares following the Offer becoming or being
declared unconditional in all respects.
Subject to News Corp (UK & Ireland) acquiring, by virtue of
the Offer or otherwise, Wireless Shares carrying 75 per cent. or
more of the voting rights of Wireless, and subject to the Offer
becoming or being declared unconditional in all respects, News Corp
(UK & Ireland) intends to procure 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. Cancellation of admission would significantly reduce the
liquidity and marketability of any Wireless Shares not acquired by
News Corp (UK & Ireland).
News Corp (UK & Ireland) also intends to re-register
Wireless as a private company under the relevant provisions of the
Act following the Offer becoming or being declared unconditional in
all respects.
18. General
Appendix I sets out the Conditions and principal further terms
of the Offer. Appendix II contains source notes relating to certain
information contained in this announcement. Certain terms used in
this announcement are defined in Appendix IV to this
announcement.
The Offer Document, containing the full terms and conditions of
the Offer, together with a Form of Acceptance, will be sent to
Wireless Shareholders and, for information only, to persons with
information rights and participants in the Wireless Share
Schemes.
News Corp (UK & Ireland) reserves the right to reduce the
Offer consideration by the amount of any dividend (or other
distribution), other than the Announced Dividends, which is paid or
becomes payable by Wireless to the Wireless Shareholders after the
date of this announcement.
19. Overseas Shareholders
The availability of the Offer to persons not resident in the UK
may be affected by the laws of the relevant jurisdiction. Any
persons who are subject to the laws of any jurisdiction other than
the UK should inform themselves about and observe any applicable
requirements.
20. Consents
Lepe, Numis and Goodbody have given and not withdrawn their
consent to the publication of this announcement with the inclusion
of the references to their respective names in the form and context
in which they appear.
21. Documents on display
Copies of the following documents will by no later than 12 noon
(London time) on 1 July 2016 be published on News Corp's website at
www.newscorp.com and on Wireless' website at
www.wirelessgroupplc.com until the end of the offer:
(a) a copy of this announcement;
(b) the irrevocable undertakings and letters of intent referred to in paragraph 6; and
(c) the Confidentiality Agreement and the Co-operation Agreement
referred to in paragraph 13 above.
Enquiries:
Brunswick Group LLP
Jonathan Glass +44 (0) 207 404 5959
Andrew Porter
David Blackburn
Lepe Partners (Financial Adviser to News +44 (0) 207 938 5810
Corp and News Corp (UK & Ireland))
Julian Culhane
Jonathan Goodwin
News UK +44 (0) 20 7782 8000
Daisy Dunlop, Director of Communications
News Corp +1 212 416 3363
Michael Florin, Investor Relations
Wireless Group plc
Richard Huntingford, via Maitland:
Jamie Dunkley +44 (0)207 379 5151
Robbie Hynes +44 (0)207 379 5151
Numis
(Financial Adviser and Rule 3 adviser to Wireless)
Nick Westlake +44 (0) 20 7260 1000
Lorna Tilbian
Chris Wilkinson
Michael Wharton
Goodbody
(Financial Adviser to Wireless)
Kevin Keating +353 1 667 0400
Linda Hickey
John Flynn
Important notices relating to financial advisers
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, 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, 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 purchase any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer Document
and the accompanying acceptance forms, which will contain 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 will be contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or
other forms of electronic transmission) of interstate or foreign
commerce of, or by any facility of a national state or other
securities exchange of any Restricted Jurisdiction and no person
may vote using any such use, means, instrumentality or facility or
from within any 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 will be made for securities in a company incorporated
in Northern Ireland 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.
Forward-looking statements
This announcement, including information included or
incorporated by reference in this announcement, may contain
"forward-looking statements" concerning News Corp, News Corp (UK
& Ireland) and Wireless. All statements other than statements
of historical fact may be forward-looking statements. Generally,
the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve
risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements.
Many of these risks and uncertainties relate to factors that are
beyond the companies' abilities to control or estimate precisely,
such as future market conditions and the behaviours of other market
participants. Therefore undue reliance should not be placed on such
statements, which speak only as of the date of this announcement.
News Corp, News Corp (UK & Ireland) and Wireless assume no
obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.
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.
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,
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 http://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.
Information relating to Wireless Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Wireless Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Wireless may be provided to News Corp (UK &
Ireland) during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Takeover Code, Wireless
confirms that as at the date of this announcement, it has in issue
and admitted to trading on the London Stock Exchange and the Irish
Stock Exchange 68,657,787 ordinary shares of 7 pence each
(excluding ordinary shares held in treasury). The International
Securities Identification Number (ISIN) of the ordinary shares is
GB00BDGT1X16.
APPIX I
CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER
Part A: Conditions of the Offer
1. The Offer will be subject to the following Conditions:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 3.00 pm on the First
Closing Date (or such later time(s) and/or date(s) as News Corp (UK
& Ireland) may determine, subject to the rules of the Takeover
Code) in respect of not less than 90 per cent. (or such lesser
percentage as News Corp (UK & Ireland) may decide) in nominal
value of the Wireless Shares to which the Offer relates and
representing not less than 90 per cent. (or such lesser percentage
as News Corp (UK & Ireland) may decide) of the voting rights
attached to such Wireless Shares, provided that this condition will
not be satisfied unless News Corp (UK & Ireland) has acquired
or agreed to acquire (whether pursuant to the Offer or otherwise)
Wireless Shares carrying, in aggregate, over 50 per cent. of the
voting rights normally exercisable at general meetings of Wireless,
including for this purpose, to the extent (if any) required by the
Panel, any voting rights attaching to any Wireless Shares which are
either unconditionally allotted fully paid or issued before the
Offer becomes or is declared unconditional as to acceptances
(whether pursuant to the exercise of outstanding conversion, option
or subscription rights or otherwise), and for this purpose:
(i) the expression "Wireless Shares to which the Offer relates"
shall be construed in accordance with sections 974-991 (inclusive)
of the Act;
(ii) Wireless Shares that cease to be held in treasury are
Wireless Shares to which the Offer relates; and
(iii) Wireless Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting rights which
they will carry upon issue;
(b) either:
(i) the Secretary of State not having issued an Intervention
Notice on or before the date on which all other conditions have
been satisfied or waived; or
(ii) if the Secretary of State has issued an Intervention Notice
on or before the date referred to in paragraph (b)(i) above the
Secretary of State indicating in terms satisfactory to News Corp
(UK & Ireland) (acting reasonably) that he does not intend to
make a CMA Phase 2 reference;
(c) the Offer having been notified to the CCPC pursuant to
section 18(1) of the Competition Act and one of the following
events having occurred:
(i) the CCPC having informed News Corp (UK & Ireland) of its
determination pursuant to section 21(2)(a) of the Competition Act
that the Offer may be put into effect on terms acceptable to News
Corp (UK & Ireland); or
(ii) the period specified in section 21(2) of the Competition
Act, as may be extended pursuant to section 21(4) of the
Competition Act, having elapsed without the CCPC having informed
News Corp (UK & Ireland) of its determination (if any) pursuant
to section 21(2) of the Competition Act in relation to the
Offer;
(d) the Offer having been notified to the MCCCNR pursuant to
section 28B(1) of the Competition Act and the MCCCNR having
informed News Corp (UK & Ireland) of his determination pursuant
to section 28D(1) of the Competition Act that the Offer may be put
into effect on terms acceptable to News Corp (UK &
Ireland);
(e) the BAI having consented in writing to any change of
control, amendment to a sound broadcasting contract, acquisition,
arrangement or appointment to be effected as part of the Offer
which requires the consent, waiver or approval of the BAI on terms
acceptable to News Corp (UK & Ireland);
(f) all necessary filings and applications having been made, all
appropriate waiting and other time periods (including any extension
to them) under any applicable legislation or regulations of any
jurisdiction having expired, lapsed or been terminated and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with in each case as may be necessary in
connection with the Offer and its implementation or the proposed
acquisition by News Corp (UK & Ireland) of any shares in, or
control of, Wireless and all authorisations, orders, recognitions,
grants, determinations, consents, licences, confirmations,
clearances, certificates, permissions and approvals (each an
"Authorisation") which are necessary for or in respect of the
Offer, or any acquisition of any shares in, or control of, Wireless
or any member of the wider Wireless group by News Corp (UK &
Ireland) having been obtained in terms and in a form reasonably
satisfactory to News Corp and News Corp (UK & Ireland) from all
appropriate government or governmental, quasi--governmental,
supranational, statutory, regulatory, environmental or
investigative body or authority (including any national anti--trust
or merger control authorities) or any court, trade agency,
association, institution or professional body or any other person
or body of similar standing in any relevant jurisdiction (each a
"Relevant Authority") or persons with whom any member of the wider
Wireless group has entered into contractual arrangements, and (i)
all such Authorisations, together with all Authorisations necessary
to carry on the business of any member of the wider Wireless group,
remaining in full force and effect and there being no notice or
intimation of any intention to revoke, withdraw, suspend, withhold,
modify, amend or not to renew the same, and (ii) all necessary
statutory or regulatory obligations in any relevant jurisdiction
having been complied with, in each case, where such absence,
suspension or modification of such Authorisation or such absence of
such compliance would have a material and adverse effect on the
wider Wireless group taken as a whole;
(g) no Relevant Authority having decided to take, instituted,
implemented or threatened any action, suit, proceedings,
investigation, reference or enquiry, or enacted or made any
statute, regulation, order or decision, or having taken any other
steps or measures that would or might reasonably be expected
to:
(i) make the Offer, its implementation or the acquisition or
proposed acquisition of any Wireless Shares or other securities in,
or control over, Wireless by News Corp (UK & Ireland) or any
member of the wider News group illegal, void and/or unenforceable
or otherwise directly or indirectly restrict, restrain, prohibit,
materially delay, frustrate or interfere in the implementation of
or impose additional conditions or obligations with respect to or
otherwise challenge or require amendment of the Offer or the
proposed acquisition of Wireless by News Corp (UK & Ireland)
(or any member of the wider News group) or any acquisition of
shares in Wireless by News Corp (UK & Ireland) (or any member
of the wider News group) (including, without limitation, taking any
steps which would entitle the Board of Wireless to require News
Corp (UK & Ireland) (or any member of the wider News group) to
dispose of all or some of its Wireless Shares or restrict the
ability of News Corp (UK & Ireland) (or any member of the wider
News group) to exercise voting rights in respect of some or all of
such Wireless Shares);
(ii) result in a material delay in the ability of News Corp (UK
& Ireland) (or any member of the wider News group), or render
News Corp (UK & Ireland) (or any member of the wider News
group) unable, to acquire some or all of the Wireless Shares;
(iii) impose any limitation on, or result in any material delay
in, the ability of News Corp (UK & Ireland) or any member of
the wider News group or Wireless or any member of the wider
Wireless group to acquire or hold or exercise effectively, directly
or indirectly, all or any rights of ownership of shares or other
securities (or the equivalent for companies incorporated outside
the UK) in any member of the wider Wireless group or to exercise
management control over any member of the wider Wireless group;
(iii) impose any limitation on the ability of any member of
either the wider News group or the wider Wireless group to conduct
or integrate or co-ordinate its business, or any part of it, with
the businesses or any part of the businesses of any other member of
either the wider News group or the wider Wireless group;
(v) require, prevent or delay the divestiture or materially
alter the terms envisaged for such by News Corp (UK & Ireland)
or any member of the wider News group or require the divestiture by
any member of the wider Wireless group of all or any material part
of their respective businesses, assets or properties or impose any
material limitation on the ability of any of them to conduct their
respective businesses (or any of them) or own their respective
assets or properties or any part thereof;
(vi) otherwise adversely affect any or all of the businesses,
assets, value, prospects, financial or trading position or profits
of any member of the wider Wireless group or any member of the
wider News group to an extent which is material in the context of
the wider Wireless group or the wider News group (as the case may
be) taken as a whole;
(vii) result in any member of the wider Wireless group or any
member of the wider News group ceasing to be able to carry on
business under any name under which it currently does so in any
jurisdiction to an extent which is, in any such case, material in
the context of the wider News group or the wider Wireless group,
taken as a whole;
(viii) require any member of the wider Wireless group to
acquire, offer to acquire, redeem or repay any shares or other
securities (or the equivalent for companies incorporated outside
the UK) owned by any third party in any member of the wider
Wireless group (other than Wireless), if such requirement is
material in the context of the wider Wireless group taken as a
whole;
(ix) require, prevent, delay or alter the terms envisaged for
any divestiture by any member of the wider Wireless group of any
shares or other securities (or the equivalent) in Wireless, or
impose any limitation on the ability of any member of the wider
News group or any member of the wider Wireless group to integrate
or co--ordinate its business, or any part of it, with the business
of any other member of the wider Wireless group in each such case
to an extent which is material in the context of the wider Wireless
group taken as a whole or result in (to the extent that the same
has a material and adverse effect on the wider Wireless group taken
as a whole) any member of the wider Wireless group ceasing to be
able to carry on business under any name under which it presently
does,
and all applicable waiting and other time periods (including any
extension(s) thereof) during which any such Relevant Authority
could institute, or implement or threaten any action, suit,
proceedings, investigation, reference or enquiry or enact or make
any such statute, regulation, order or decision or take any other
such step or measure having expired, lapsed or been terminated;
(h) save as disclosed by Wireless by the delivery of an
announcement to a Regulatory Information Service or save as fully
and fairly disclosed in writing or in the documentation and written
information provided by Wireless to News Corp and/or News Corp (UK
& Ireland), in each case prior to 30 June 2016 (such
disclosures or information together being hereinafter referred to
as being "disclosed or publicly announced"), there being no
provision of any arrangement, agreement, authorisation, lease,
licence, consent, permit, franchise or other instrument to which
any member of the wider Wireless group is a party, or by or to
which any such member, or any of its assets, are or is or may be
bound, entitled or subject, which could, as a consequence of the
making or implementation of the Offer or of the proposed
acquisition of all or any part of the issued share capital of, or
control of, Wireless by News Corp (UK & Ireland) or any member
of the wider News group, result in (to an extent which is material
in the context of the wider Wireless group taken as a whole):
(i) any assets or interests of any member of the wider Wireless
group being or falling to be disposed of or charged or any right
arising under which any such asset or interest could be required to
be disposed of or charged, in each case, other than in the ordinary
course of business;
(ii) any monies borrowed by or other indebtedness (actual or
contingent) of, or any grant available to, any member of the wider
Wireless group being or becoming repayable or being capable of
being declared repayable immediately or earlier than the repayment
date stated in such arrangement, agreement or other instrument or
the ability of such member of the wider Wireless group to borrow
monies or to incur any indebtedness being or becoming or being
capable of being or becoming withdrawn, prohibited or
inhibited;
(iii) any such arrangement, agreement, authorisation, lease,
licence, consent, permit, franchise or other instrument or the
rights, liabilities, obligations or interests or business of any
member of the wider Wireless group under any such arrangement,
agreement, authorisation, lease, licence, consent, permit,
franchise or instrument being, or becoming capable of being,
terminated or materially and adversely modified, affected, amended
or varied or any material and adverse action being taken or any
material obligation or liability arising thereunder;
(iv) the rights, liabilities, obligations, business or interests
of any member of the wider Wireless group in or with any firm, body
or person, or any arrangements relating to such rights,
liabilities, obligations, business or interest, being terminated or
materially and adversely modified, affected, amended or varied;
(v) the business, assets, financial or trading position,
liabilities, profits or prospects or value of any member of the
wider Wireless group being prejudiced or adversely affected;
(vi) the creation of any mortgage, charge or other security
interest over the whole or any material part of the business,
property, assets or interests of any member of the wider Wireless
group or any such mortgage, charge or security (whenever arising or
having arisen) becoming enforceable or being enforced;
(vii) any member of the wider Wireless group ceasing to be able
to carry on business under any name under which it currently does
so;
(viii) the creation, assumption or acceleration of liabilities,
actual or contingent, by any member of the wider Wireless
group;
(ix) any liability of any member of the wider Wireless group to
make any material severance, termination, bonus or other payment to
any of its directors or officers; or
(x) any member of the wider Wireless group to acquire,
subscribe, pay up or repay any shares or other securities;
and no event having occurred which, under any provision of any
arrangement, agreement or other instrument to which any member of
the wider Wireless group is a party, or by or to which any such
member, or any of its assets, may be bound, entitled or subject,
might reasonably be expected to result, to an extent which is
material and adverse in the context of the wider Wireless group
taken as a whole, in any of the events or circumstances as are
referred to in items (i) to (x) inclusive of this paragraph;
(i) since 31 December 2015 and save as disclosed or publicly announced:
(i) no litigation, arbitration proceedings, prosecution or
investigation or other similar legal business or proceedings having
been instituted or threatened or remaining outstanding against any
member of the wider Wireless group which could have a material and
adverse effect on the wider Wireless group taken as a whole;
(ii) no adverse change or deterioration having occurred in the
business, assets or financial or trading position or prospects or
profits of any member of the wider Wireless group which is material
in the context of the wider Wireless group taken as a whole;
(iii) no contingent or other liability having arisen or been
incurred or become apparent which might reasonably be expected
materially and adversely to affect the wider Wireless group taken
as a whole;
(iv) no inquiry or investigation by any Relevant Authority
against or in respect of any member of the wider Wireless group
having been threatened, announced or instituted or remaining
outstanding by, against, or in respect of any member of the wider
Wireless group which, in each case, might reasonably be expected to
have a material and adverse effect on the wider Wireless group
taken as a whole;
(v) no receiver, administrator, administrative receiver, trustee
or similar officer having been appointed over any of the assets of
any member of the wider Wireless group and no analogous proceedings
or steps having taken place under the laws of any jurisdiction and
no petition having been presented for the administration of any
member of the wider Wireless group and no analogous proceedings or
steps having taken place under the laws of any other jurisdictions
(save in any case where any such petition or analogous proceedings
or steps are frivolous or where any such proceedings are brought in
relation to any member which is dormant at the relevant time);
(vi) other than in the ordinary course of its business, no
amendment or termination of any joint venture or partnership to
which any member of the wider Wireless group is a party which is
material in the context of the wider Wireless group having been
agreed or permitted;
(vii) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the wider Wireless group which is necessary for the proper carrying
on of its business to an extent which is material to the wider
Wireless group; or
(viii) no monies borrowed by, or any other indebtedness (actual
or contingent) of, any member of the wider Wireless group have been
or become capable of being declared repayable immediately or
earlier than the repayment date stated in respect of such monies or
other indebtedness and/or the ability of any such member of the
wider Wireless group to borrow monies or to incur indebtedness has
not been or become capable of being withdrawn, prohibited or
inhibited;
(j) since 31 December 2015 and save as disclosed or publicly
announced, neither Wireless nor any other member of the wider
Wireless group having (save in each case for transactions between
Wireless and any of its wholly--owned subsidiaries or between such
wholly--owned subsidiaries):
(i) issued or agreed to issue or authorised or proposed the
issue or grant of additional shares of any class, or securities
convertible into, or rights, warrants or options to subscribe for
or acquire any such shares or convertible securities other than
pursuant to the Wireless Share Schemes;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution whether payable in cash or otherwise;
(iii) merged with or demerged or acquired any body corporate or
(other than in the ordinary course of business) acquired or
disposed of or transferred, mortgaged or charged, or created any
security interest over any assets or any right, title or interest
in any assets (including shares and trade investments), or
authorised, proposed or announced any intention so to do;
(iv) issued, authorised or proposed the issue of any debentures
or, save in the ordinary course of business, incurred or increased
to any material extent any material indebtedness or material
liability or become subject to a material contingent liability;
(v) entered into or varied, or authorised or proposed the entry
into or variation of, or announced its intention to enter into or
vary any transaction, arrangement, contract, reconstruction,
amalgamation, scheme or commitment which is of a long term, onerous
or unusual nature or which involves or could reasonably be expected
to involve an obligation of a long term, onerous or unusual nature
and magnitude, or which is or could reasonably be expected to be
restrictive to or which consents to or results in the restriction
of (in each case, to a material extent) the scope of the existing
business of any member of the wider Wireless group and which, in
each case, has or could reasonably be expected to have a material
and adverse effect on the wider Wireless group taken as a
whole;
(vi) waived or compromised any claim, other than in the ordinary
course of business, to an extent which is material in the context
of the wider Wireless group taken as a whole;
(vii) taken any corporate action or proposed any voluntary
winding up or had any legal proceedings started or threatened
against it or petition presented for its winding--up (whether
voluntary or otherwise), dissolution or reorganisation or for the
appointment of a receiver, trustee, administrator, administrative
receiver or similar officer of all or any of its assets and
revenues or any analogous event, proceedings or steps having
occurred in any jurisdiction or had any analogous person appointed
or been unable to pay its debts generally or having stopped or
suspended (or threatened to do so) payments of any debts generally
or ceased or threatened to cease carrying on all or any part of its
business;
(viii) purchased, redeemed or repaid or proposed or announced
any proposal to purchase, redeem or repay any of its own shares or
other securities or redeemed or reduced or (save in respect of
shares issued on the valid exercise of options) made any other
change to any part of its share capital;
(ix) made or authorised or proposed or announced an intention to
propose any change in its loan capital;
(x) entered into or varied or made any offer (which remains open
for acceptance) to enter into or vary the terms of any service,
consultancy or other agreement with or relating to any of the
directors of Wireless, save as referred to in the Offer Document,
or (to an extent which is material in the context of the wider
Wireless group taken as a whole) any of the senior management
executives of any member of the wider Wireless Group;
(xi) made any alteration to its articles of association;
(xii) increased or reduced its holding of treasury shares;
(xiii) entered into any service agreement or other contract,
instrument, arrangement, commitment or obligation with or for the
benefit of any director or senior executive of any member of the
wider Wireless group;
(xiv) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
wider Wireless group;
(xv) entered into any licence or other disposal of intellectual
property rights of any member of the wider Wireless group which are
material in the context of the wider Wireless group and outside the
ordinary and proper course of its trade;
(xvi) terminated or varied the terms of any agreement or
arrangement between any member of the wider Wireless group and any
other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the wider
Wireless group taken as a whole;
(xvii) taken or agreed to take or announce any intention or
proposal to take any action which requires, or would require, the
consent of the Panel or the approval of Wireless Shareholders in
general meeting in accordance with, or as contemplated by, Rule
21.1 of the Takeover Code; or
(xviii) entered into or made an offer (which remains open for
acceptance) to enter into any agreement, contract, commitment or
passed any resolution or announced or made any proposal with
respect to any of the transactions or events referred to in this
paragraph (j);
(k) News Corp (UK & Ireland) not having discovered:
(i) that, save as disclosed or publicly announced, any member of
the wider Wireless group is subject to any liability, contingent or
otherwise, incurred otherwise than in the ordinary course of
business and which is material in the context of the wider Wireless
group taken as a whole;
(ii) that any financial, business or other information
concerning Wireless or the wider Wireless group which has been
publicly announced or which has been disclosed to News Corp, News
Corp (UK & Ireland) or any of their shareholders or their
respective directors, officers, employees, agents or advisers by
Wireless in the course of due diligence conducted by or on behalf
of News Corp and/or News Corp (UK & Ireland) is misleading or
contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading
in each case to an extent that the effect of the inaccuracy or
misrepresentation of fact or omission is to overstate the assets or
understate the liabilities of the wider Wireless group in a manner
that is material in the context of the wider Wireless group;
(iii) any past or present member of the wider Wireless group has
not complied in any material respect with any applicable
legislation or regulations of any jurisdiction or any agreement or
arrangement concerning the use, treatment, handling, storage,
transport, release, disposal, discharge, spillage, leak or emission
of any waste or hazardous substances, or of any substance likely to
impair the environment or harm human health, or otherwise relating
to environmental matters or the health and safety or any person, or
that there has otherwise been any such use, treatment, handling,
storage transport, release, disposal, discharge, spillage, leak or
emission (whether or not it constituted a non-compliance by any
person with any such legislation, regulations, agreement or
arrangement and wherever it may have taken place) which would or
might give rise to any material liability or cost (actual,
prospective or contingent) in the context of the wider Wireless
group taken as a whole;
(iv) there has been, or is likely to be, a disposal, discharge,
spillage, leak or emission of waste or hazardous substances, or of
any other substance likely to impair the environment or harm human
health, on any property now or previously, owned, occupied or made
use of by any past or present member of the wider Wireless group or
in which any past or present member of the wider Wireless group may
have or previously have had or be deemed to have or to have had an
interest under any environmental legislation, regulation, notice or
circular or order of any Relevant Authority or otherwise which
would be likely to give rise to any material liability (whether
actual, prospective or contingent) in the context of the wider
Wireless group taken as a whole;
(v) there is, or is likely to be, any liability (whether actual,
prospective or contingent) that is material in the context of the
wider Wireless group to improve or install new plant or equipment
or to make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present
member of the wider Wireless group under any legislation,
regulation, order, notice or decision of any Relevant
Authority;
(vi) any member of the wider Wireless group or any partnership,
company or other entity in which any member of the wider Wireless
group has a significant economic interest and which is not a
subsidiary undertaking of Wireless, otherwise than in the ordinary
course of business, is subject to any liability, contingent or
otherwise, and which is material in the context of the wider
Wireless group taken as a whole or in the context of the Offer;
(vii) any past or present member, director, officer or employee
of the wider Wireless group, or any other person for whom any such
person may be liable or responsible, has not complied with the OECD
Convention on Combating Bribery of Foreign Public Officials in
International Business Transactions and any laws implementing the
same, the UK Bribery Act 2010 and/or the US Foreign Corrupt
Practices Act of 1977;
(viii) any past or present member, director, officer or employee
of the wider Wireless group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with or made any investment in, or made any payments to: (A) any
government, entity or individual with which US or EU persons are
prohibited from engaging in activities or doing business by US or
EU laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control,
or (B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations or the European Union or
any of their respective member states;
(ix) since 31 December 2015, no circumstance has arisen or event
has occurred in relation to any material intellectual property
owned, used or licensed by the wider Wireless group or to any third
parties, including: (A) any member of the wider Wireless group
losing its title to any intellectual property or any intellectual
property owned by the wider Wireless group being revoked, cancelled
or declared invalid, (B) any agreement regarding the use of any
intellectual property licensed to or by any member of the wider
Wireless group being terminated or varied, or (C) any claim being
filed suggesting that any member of the wider Wireless group
infringed the intellectual property rights of a third party or any
member of the wider Wireless group being found to have infringed
the intellectual property rights of a third party, in each case
which is material in the context of the wider Wireless group taken
as a whole or in the context of the Offer,
and for the purposes of this paragraph (k), the term "material"
shall mean material in the context of the wider Wireless group as a
whole.
2. For the purpose of these Conditions:
(a) the "wider Wireless group" means Wireless and its
subsidiaries, subsidiary undertakings and any other undertaking in
which Wireless and such undertakings (aggregating their interests)
have a significant interest and for the purposes of these
conditions "subsidiary", "subsidiary undertaking" and "undertaking"
have the respective meanings given by the Act and "significant
interest" means a direct or indirect interest in 20 per cent. or
more of the equity capital of an undertaking; and
(b) the "wider News group" means News Corp and News Corp (UK
& Ireland) and their respective subsidiaries and subsidiary
undertakings, any holding company of News Corp or News Corp (UK
& Ireland), any subsidiary or subsidiary undertaking of any
such holding company and any other undertaking in which any of such
companies has a significant interest (as defined above).
Part B: Certain further terms of the Offer
1. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
2. News Corp (UK & Ireland) reserves the right to waive (if
capable of waiver) in whole or in part all or any of the Conditions
in paragraphs 1(b) to 1(k) inclusive. Conditions at paragraphs 1(b)
to 1(k) inclusive, if not waived (where permitted or capable of
waiver), must be fulfilled within 21 days after the later of the
First Closing Date and the date on which Condition 1(a) is
fulfilled (or, in each case, such later date as the Panel may
agree) failing which the Offer will lapse. News Corp (UK &
Ireland) shall be under no obligation to waive or treat as
fulfilled any of the Conditions 1(b) to 1(k) inclusive by a date
earlier than the date specified above for the fulfilment thereof
notwithstanding that the other Conditions of the Offer may at such
earlier date have been fulfilled and that there are as at such
earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
3. If News Corp (UK & Ireland) is required by the Panel to
make an offer for the Wireless Shares under the provisions of Rule
9 of the Takeover Code, News Corp (UK & Ireland) may make such
alterations to the Conditions as are necessary to comply with the
provisions of that Rule.
4. The Offer is subject to the applicable requirements of the
Takeover Code. The Offer and any acceptances under the Offer will
be governed by English law and will be subject to the jurisdiction
of the courts of England.
5. The Offer will (unless otherwise agreed with the Panel) lapse
if there is a Phase 2 CMA reference of the proposed acquisition of
Wireless by News Corp (UK & Ireland) before 3.00 pm on the
First Closing Date, or, if later, the date on which the Offer
becomes or is declared unconditional as to acceptances. If the
Offer lapses, the Offer will cease to be capable of further
acceptance and Wireless Shareholders accepting the Offer and News
Corp (UK & Ireland) shall, upon the Offer lapsing, cease to be
bound by acceptances delivered on or before the date on which the
Offer lapses.
6. Unless otherwise determined by News Corp (UK & Ireland)
or required by the Takeover Code and permitted by applicable law
and regulation:
(a) the Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality (including, without
limitation, facsimile transmission, telex, telephone, internet or
other forms of electronic transmission) of interstate or foreign
commerce of, or by any facility of a national state or other
securities exchange of any Restricted Jurisdiction and no person
may vote using any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction; and
(b) this announcement should not be forwarded or transmitted in
or into any jurisdiction in which such act would constitute a
violation of the relevant laws in such jurisdiction.
7. The Wireless Shares will be acquired pursuant to the Offer
free from all liens, charges and encumbrances, rights of
pre-emption and together with the right to receive all dividends
and other distributions now or hereafter declared paid or made
thereon. Insofar as a dividend and/or distribution and/or return of
capital is proposed, declared or made, paid or payable by Wireless
in respect of a Wireless Share on or after the date of this
announcement, News Corp (UK & Ireland) reserves the right to
reduce by the amount of the dividend and/or distribution and/or
return of capital, the price payable under the Offer in respect of
a Wireless Share (so long as Wireless Shareholders will be entitled
to receive and retain that dividend, distribution or return of
capital), except insofar as (i) the dividend is in respect of the
Special Dividend or the Final Dividend, or (ii) the Wireless Share
is or will be transferred pursuant to the Offer on a basis which
entitles News Corp (UK & Ireland) alone to receive the dividend
and/or distribution and/or returning capital but if that reduction
in price as not been effected, the person to whom the Offer price
is paid in respect of that Wireless Share will be obliged to
account to News Corp (UK & Ireland) for the amount of such
dividend and/or distribution and/or return of capital.
8. Save in respect of the Conditions contained in paragraph 1(a)
of Part A of this Annex I, under Rule 13.5 of the Takeover Code,
News Corp (UK & Ireland) may not invoke a Condition so as to
cause the Offer not to proceed, to lapse or to be withdrawn unless
the circumstances that give rise to the right to invoke the
Condition are of material significance to News Corp (UK &
Ireland) in the context of the Offer. The Conditions contained in
paragraphs 1(a) and 1(b)(ii) of Part A of this Annex I and the term
set out in paragraph 5 of this Part B of this Annex I are not
subject to this provision of the Takeover Code.
9. News Corp (UK & Ireland) reserves the right, subject to
the prior consent of the Panel, to implement the Offer by way of a
scheme of arrangement under Part 26 of the Act. In such event, the
Offer will be implemented on the same terms, so far as applicable,
as those which would apply under a contractual offer, subject to
appropriate amendments to reflect the change in method of effecting
the Offer.
APPIX II
BASES AND SOURCES OF INFORMATION
1. The value placed by the Offer on the existing issued and to
be issued ordinary share capital of Wireless and taking into
account the value of all outstanding options and other statements
made by reference to the existing issued and to be issued share
capital of Wireless are based upon 68,657,787 Wireless Shares in
issue on 29 June 2016 and such options where the exercise price is
below the Offer Price and/ or as appropriate, the expected vesting
of awards under the Wireless Performance Share Plans.
2. The Closing Prices of Wireless Shares are derived from the
Daily Official List of the London Stock Exchange and represent
closing middle market prices for Wireless Shares on the relevant
dates.
3. The fully diluted share capital of Wireless (being 69,925,114
Wireless Shares) is calculated on the basis of 68,657,787 Wireless
Shares in issue on 29 June 2016 plus 1,267,327 further Wireless
Shares which is the maximum number currently expected to be issued
on or after the date of this announcement following the vesting of
awards under the Wireless Performance Share Plans.
4. The volume weighted average price of 186 pence per Wireless
Share for the three months prior to the date of this announcement
was extracted from information provided through Bloomberg Finance
L.P. at 17:00 on 29 June 2016 (being the last practicable date
prior to this announcement).
5. Financial information relating to:
5.1 Wireless is extracted (without adjustment) from the audited
consolidated financial statements for Wireless for the financial
year ended 31 December 2015; and
5.2 News Corp is extracted from the audited consolidated
statements of operations of News Corp for the twelve months ended
30 June 2015 as extracted from the United States Securities and
Exchange Commission Form 10K Report in relation to News Corp filed
13 August 2015.
6. The International Securities Identification Number for Wireless Shares is GB00BDGT1X16.
APPIX III
Irrevocable Undertakings
Wireless Directors' irrevocable undertakings
Wireless Number of Percentage Number of
Director Wireless of issued Wireless
Shares in share capital Shares under
respect of Wireless
which undertaking Share Schemes
is given
--------------------- ------------------- --------------- ---------------
Richard Huntingford 50,000 0.07% 0
--------------------- ------------------- --------------- ---------------
Helen Kirkpatrick 14,285 0.02% 0
--------------------- ------------------- --------------- ---------------
Stephen Kirkpatrick 15,000 0.02% 0
--------------------- ------------------- --------------- ---------------
Norman McKeown 89,709 0.13% 273,666
--------------------- ------------------- --------------- ---------------
Scott Taunton 290,499 0.42% 378,430
--------------------- ------------------- --------------- ---------------
TOTAL 459,493 0.67% 652,096
--------------------- ------------------- --------------- ---------------
The irrevocable undertakings given by the Wireless Directors
named in the table above will remain binding if a higher competing
offer for the entire issued and to be issued share capital of
Wireless is made, but will cease to be binding: (i) if the Offer
Document is not posted by 28 July 2016; or (ii) if the Offer
closes, lapses or is withdrawn.
Other Wireless Shareholders' irrevocable undertakings
Wireless Shareholder Number of Wireless Percentage of
Shares in respect issued share
of which undertaking capital
is given
---------------------- ---------------------- --------------
JO Hambro 3,500,000 5.10%
---------------------- ---------------------- --------------
GVQ Investment
Management 4,174,705 6.08%
---------------------- ---------------------- --------------
TOTAL 7,674,705 11.18%
---------------------- ---------------------- --------------
The irrevocable undertakings given by the Wireless Shareholders
listed above will lapse if: (i) the Offer Document is not posted by
28 July 2016; (ii) the Offer closes, lapses or is withdrawn; (iii)
any Wireless Shareholder is required to withdraw his irrevocable
undertaking by any court of competent jurisdiction, or any
competent regulator; or (iv) any third party announces a firm
intention to make an offer (in accordance with Rule 2.7 of the
Takeover Code) to acquire all of the Wireless Shares and the value
of the consideration pursuant to the terms of such offer exceeds
the value offered to Wireless Shareholders by News Corp (UK &
Ireland) pursuant to the Offer by 10 per cent. or more, unless News
Corp (UK & Ireland) makes a revised offer by 5.00 p.m. on the
fifth Business Day after the third party's offer is announced, the
value of which is equal to or exceeds the value of the third
party's offer.
Wireless Shareholders' letters of intent
Wireless Shareholder Number of Wireless Percentage of
Shares in respect issued share
of which undertaking capital
is given
----------------------- ---------------------- --------------
Aberforth Partners
LLP on behalf
of its clients 5,495,041 8.00%
----------------------- ---------------------- --------------
Columbia Threadneedle
Investments 4,224,012 6.15%
----------------------- ---------------------- --------------
Invesco Asset
Management Limited 2,774,276 4.04%
----------------------- ---------------------- --------------
JO Hambro 3,565,431 5.19%
----------------------- ---------------------- --------------
TOTAL 16,058,760 23.4%
----------------------- ---------------------- --------------
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context requires otherwise:
"2015 Final Dividend" the final dividend of 7.60
pence per Wireless Share,
which is expected to be paid
on 15 July 2016
"Act" the Companies Act 2006 (as
amended)
"Announced Dividends" the Special Dividend and the
2015 Final Dividend
"Associate" has the meaning given in section
988 of the Act
"Australia" the Commonwealth of Australia,
its possessions, states and
territories and all areas
subject to its jurisdiction
and any political sub-division
thereof
"Authorisations" authorisations, orders, grants,
recognitions, determinations,
confirmations, consents, licences,
clearance, certificates, permissions
or approvals
"BAI" Broadcasting Authority of
Ireland
"Board of News the Board of directors of
Corp (UK & Ireland)" News Corp (UK & Ireland)
"Board of News the Board of directors of
Corp" News Corp
"Business Day" a day, not being a Saturday
or Sunday nor any other day
which is a public holiday
in England and Wales
"CCPC" Irish Competition and Consumer
Protection Commission
"Closing Price" the closing middle-market
quotation of a Wireless Share
as derived from the Daily
Official List of the London
Stock Exchange
"CMA Phase 2 reference" a reference of an offer or
possible offer to the chair
of The Competition and Markets
Authority for the constitution
of a group under Schedule
4 to the Enterprise and Regulatory
Reform Act 2013
"Competition Act" Competition Acts 2002 to 2014
"Conditions" the conditions to the Offer
set out in Appendix I
"EEA" the European Economic Area
"Exchange Act" the US Securities Exchange
Act of 1934, as amended
"Form of Acceptance" the Form of Acceptance and
Authority for use by Wireless
Shareholders in connection
with the Offer
"First Closing the date which falls 21 days
Date" after the date on which the
Offer Document is published
"Goodbody" Goodbody Stockbrokers, joint
financial adviser and joint
broker to Wireless
"Holder" a registered holder of Wireless
Shares
"Intervention a notice from the Secretary
Notice" of State to the CMA pursuant
to either section 42 or section
59 of the Enterprise Act 2002
"Ireland" the Republic of Ireland
"Irish Stock Exchange" the Irish Stock Exchange plc
or its successor
"Lepe" Lepe Partners LLP, financial
advisers to News Corp (UK
& Ireland) and News Corp
"Listing Rules" the rules and regulations
made by the Financial Conduct
Authority exercising its functions
under the Financial Services
and Markets Act 2000 and contained
in the UK Listing Rules publication
of the same name
"London Stock London Stock Exchange plc
Exchange" or its successor
"MCCCNR" Irish Minister for Communications,
Climate Change and Natural
Resources
"News Corp (UK News Corp UK & Ireland Limited
& Ireland)"
"News Corp" News Corporation
"Numis" Numis Securities Limited,
sole Rule 3 adviser, joint
financial adviser and joint
broker to Wireless
"Offer" the recommended cash offer
by News Corp (UK & Ireland)
to acquire all the Wireless
Shares on the terms and conditions
set out in the Offer Document
and the Form of Acceptance
and, where the context permits,
any subsequent revision or
variation of such offer or
any extension or renewal thereof
"Offer Document" the document to be published
containing the terms and conditions
of the Offer and, where appropriate,
any other document(s) containing
terms and conditions of the
Offer constituting the full
terms and conditions of the
Offer
"Offer Period" the period commencing on 30
June 2016 (being the date
of this announcement) and
ending on the date on which
the Offer becomes or is declared
unconditional in all respects
"Offer Price" 315 pence per Wireless Share
"Official List" the Official List of the UKLA
"Panel" the Panel on Takeovers and
Mergers
"Person" a person (including an individual,
partnership, unincorporated
syndicate, limited liability
company, unincorporated organisation,
trust, trustee, executor,
administrator, or other legal
representative)
"Pound Sterling" UK pound sterling (and references
or "GBP" to "pence" shall be construed
accordingly)
"Preliminary Results" the preliminary results for
the Wireless Group for the
year ended 31 December 2015
"Registrar of the Registrar of Companies
Companies" in England and Wales
"Relevant Authority" any government or governmental,
quasi-governmental, supranational,
statutory or regulatory body,
or any court, institution,
investigative body, association,
trade agency or professional
or environmental body
"Regulatory Information has the meaning set out in
Service" the Listing Rules
"Restricted Jurisdictions" any jurisdiction where the
extension or availability
of the Offer would breach
any applicable law
"SEC" the US Securities and Exchange
Commission
"Secretary of the Secretary of State for
State" Media, Culture and Sport
"Special Dividend" the Special Dividend of 6.15
pence per Wireless Share which
is expected to be paid on
15 July 2016
"subsidiary", have the meanings given to
"subsidiary undertaking", them in the Act
"associated undertaking"
or "undertaking"
"Substantial Interest" a direct or indirect interest
in 20 per cent. or more of
the voting or equity capital
(or equivalent) of an undertaking
"Takeover Code" the City Code on Takeovers
and Mergers
"Third Party" any central bank, government,
government department or governmental,
quasi-governmental, supranational,
statutory, regulatory or investigative
body, authority (including
any national anti-trust or
merger control authority),
trade agency, court, association,
institution or professional
or environmental body or any
other person or body whatsoever
in any jurisdiction
"UKLA" or "UK the Financial Conduct Authority
Listing Authority" exercising its functions under
Part VI of the Financial Services
and Markets Act 2000
"United Kingdom" the United Kingdom of Great
or "UK" Britain and Northern Ireland
and its dependent territories
"United States", the United States of America,
"US" or "USA" its territories and possessions,
any state of the United States
of America and the District
of Columbia
"wider News group" has the meaning set out in
Appendix I
"wider Wireless has the meaning set out in
group" Appendix I
"Wireless" or Wireless Group plc
the "Company"
"Wireless Directors" the Board of directors of
or "Directors Wireless
of Wireless" or
"Board of Wireless"
"Wireless Group" Wireless and its subsidiary
or "Group" undertakings
"Wireless Awardholder" a holder of an award under
or "Awardholder" the Wireless Share Schemes
"Wireless Share the Wireless plc 2006 Performance
Schemes" Share Plan and the Wireless
plc Share Incentive Plan
"Wireless Share(s)" the fully paid ordinary shares
of 7 pence each in the capital
of Wireless
"Wireless Shareholders" the holders of Wireless Shares
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFURSARNBANOAR
(END) Dow Jones Newswires
June 30, 2016 08:06 ET (12:06 GMT)
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