NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
7 September 2016
FOR IMMEDIATE RELEASE
RECOMMENDED CASH OFFER
WIRELESS GROUP PLC ("WIRELESS")
NEWS CORP UK & IRELAND LIMITED ("NEWS CORP (UK & IRELAND)")
an indirect wholly-owned subsidiary of
NEWS CORPORATION ("NEWS CORP")
Offer Update - Extension of the Offer Timetable
On 18 August 2016, News Corp (UK & Ireland) announced that its recommended cash offer for Wireless (the "Offer") had become unconditional as to acceptances and that the Offer had been extended until further notice.
As at 3.00 p.m. on 7 September 2016 News Corp (UK & Ireland) had received valid acceptances of the Offer in respect of 64,425,170 Wireless Shares, representing approximately 93.84 per cent. of the existing issued share capital of Wireless.
The Code requires that, except with the consent of the Panel, all conditions to the Offer must either be fulfilled or the Offer must lapse within 21 days of the date on which the Offer becomes, or is declared, unconditional as to acceptances which, in the case of the Offer, would have been 7 September 2016. In order to accommodate the review process relating to the Regulatory Approvals (as defined below), which in accordance with the statutory timetable may be completed on or before 27 September 2016, News Corp (UK & Ireland) and Wireless have requested and received the consent of the Panel to extend the date by which the Offer must become or be declared unconditional in all respects in accordance with Rule 31.7 of the Code until 28 September 2016 (and that such date may not be further extended other than with the agreement of Wireless, News Corp (UK & Ireland), as well as with the consent of the Panel).
As a consequence of the Offer having become unconditional as to acceptances, any Wireless Shareholders who have accepted the Offer or who accept the Offer following the release of this announcement will not be able to withdraw their acceptances. Following the Offer becoming or being declared unconditional in all respects, News Corp (UK & Ireland) commits to pay all consideration to Wireless Shareholders who have validly accepted the Offer within 14 days of the Offer becoming or being declared unconditional in all respects or, in relation to valid acceptances received after that date, within 14 days of receipt of that acceptance.
News Corp (UK & Ireland) hereby waives all outstanding conditions set out in the Offer Document other than the conditions set out in paragraphs 1(b), 1(d) and 1(e) of Section A, Part III of the Offer Document. As such, the Offer remains subject only to the conditions set out in paragraphs 1(b), 1(d) and 1(e) of Section A, Part III of the Offer Document, which state that the Offer is conditional on:
(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 (i) above the Secretary of State indicating in terms satisfactory to News Corp (UK & Ireland) (acting reasonably) that she does not intend to make a CMA Phase 2 reference;
· 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); and
· 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),
together, the "Regulatory Approvals".
As set out in paragraph 8 of Part II of the Offer Document, if the Offer becomes, or is declared, unconditional in all respects, News Corp (UK & Ireland) intends to procure that the making of an application by Wireless for the cancellation of the listing of, and the trading in Wireless Shares on the Official List and on the Irish Stock Exchange, which will take effect no earlier than 20 Business Days following the Offer becoming, or being declared, unconditional in all respects.
It is also intended that, if News Corp (UK & Ireland) is able to procure the cancellations referred to above, Wireless will be re-registered as a private company under the relevant provisions of the Companies Act 2006.
As set out in paragraph 8 of Part II of the Offer Document, if the Offer becomes, or is declared, unconditional in all respects, News Corp (UK & Ireland) also intends to exercise its rights pursuant to sections 974-982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Wireless Shares.
Actions to be taken
The Offer remains open for acceptance until further notice. At least 14 days' notice will be given by an announcement before the Offer is closed. Save as set out above or previously disclosed, all of the terms and conditions as outlined in the Offer Document still apply.
Wireless Shareholders who have not yet accepted the Offer are urged to do so as soon as possible:
· If you hold Wireless Shares in certificated form (that is, not in CREST), you must complete the Form of Acceptance in accordance with the instructions printed thereon and return it to the Receiving Agent, Computershare (along with any appropriate share certificate(s) and/or other document(s) of title) as soon as possible in accordance with the procedures set out in the Form of Acceptance and Section C of Part III of the Offer Document.
· If you hold Wireless Shares in uncertificated form (that is, in CREST), you should follow the procedures for electronic acceptance through CREST so that a relevant TTE Instruction settles as soon as possible in accordance with the procedures set out in Section D of Part III of the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear in relation to your Wireless Shares.
Further copies of the Offer Document, the Form of Acceptance and this announcement may be obtained by contacting Computershare by way of a written request to Computershare, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland or by telephone on +44 (0) 370 707 1644 from within the UK or on +353 (0) 1447 5524 if calling from outside the UK (lines are open from 9.00 a.m. to 5.00 p.m. (London time) Monday to Friday (excluding English and Irish public holidays).
Calls to the helpline from outside the UK or Ireland will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give financial, legal or tax advice.
Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the offer document dated 27 July 2016.
This announcement is made with the agreement of Wireless.
A hard copy of this announcement will be sent to Wireless Shareholders.
News Corp (UK & Ireland)
Daisy Dunlop, Director of Communications
+44 (0) 20 7782 8000
Michael Florin, Investor Relations
+1 212 416 3363
Lepe Partners (Financial Adviser to News Corp and News Corp (UK & Ireland))
+44 (0) 207 938 5810
Brunswick Group LLP
+44 (0) 207 404 5959
Wireless Group plc
+44 (0)207 379 5151
Numis (Financial Adviser and Rule 3 adviser to Wireless)
+44 (0) 20 7260 1000
+353 1 667 0400
Important notices relating to financial advisers
Lepe Partners LLP ("Lepe"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for News Corp and News Corp (UK & Ireland) and no one else in connection with the Offer and will not be responsible to anyone other than News Corp and News Corp (UK & Ireland) for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or arrangement referred to in this announcement.
Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Numis, nor for providing advice in relation to the matters referred to in this announcement. Neither Numis nor any of its group undertakings (as such term is defined in section 1161 of the Companies Act 2006) or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contact, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement contained herein or otherwise.
Goodbody Stockbrokers ("Goodbody"), is regulated in Ireland by the Central Bank of Ireland. Goodbody is acting exclusively for Wireless and for no one else in connection with the acquisition and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Wireless for providing the protections afforded to clients of Goodbody, nor for providing advice in relation to the matters referred to in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer or an invitation to sell or purchase any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is effected solely through the Offer Document and the accompanying Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document. The laws of relevant jurisdictions may affect the availability of the Offer to persons not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about and observe any applicable legal and regulatory requirements. The Offer Document will be available for public inspection and also be available on the websites of Wireless (www.wirelessgroupplc.com) and News Corp (www.newscorp.com).
The distribution of this announcement in jurisdictions other than the United Kingdom and the ability of Wireless Shareholders who are not resident in the United Kingdom to participate in the Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Wireless Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.
The Offer is not being made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, unless conducted pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction except pursuant to an exemption from the applicable securities laws of such Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Offer Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The Offer is being made for securities in a company incorporated in Northern Ireland with a listing on the London Stock Exchange and the Irish Stock Exchange and Wireless Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information relating to Wireless that is included in this announcement or that may be included or referred to in the Offer Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.
The Offer, if required to be made in the United States, will be made pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1 under the Exchange Act, and otherwise in accordance with the requirements of the Takeover Code, the Panel and the London Stock Exchange. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. In the United States, the Offer will be made solely by News Corp (UK & Ireland) and not by its financial adviser. Wireless is a company incorporated under the laws of Northern Ireland and News Corp (UK & Ireland) is a company incorporated under the laws of England and Wales. It may not be possible for Wireless Shareholders in the United States to effect service of process within the United States upon Wireless or News Corp (UK & Ireland) or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Wireless or News Corp (UK & Ireland) or their respective officers or directors, who may be residents of countries other than the United States, in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.
In accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, News Corp (UK & Ireland) or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Wireless, otherwise than pursuant to the Offer, at any time prior to completion of the Offer. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Takeover Code, the rules of the London Stock Exchange and Rule 14e-5 under the Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, applicable law, the Takeover Code and normal UK market practice and Rule 14e-5 under the Exchange Act, certain of the financial advisers and their respective affiliates will continue to act as exempt principal traders in Wireless Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any public dealing disclosures required under the Takeover Code will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Publication on website and information relating to Wireless Shareholders
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.
Please be aware that addresses, electronic addresses and certain 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 requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).
This information is provided by RNS