12 Jul 2019 18:06
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 July 2019
KCOM Group Public Limited Company
Statement regarding the recent announcements by Humber Bidco Limited (a wholly-owned indirect subsidiary of Universities Superannuation Scheme Limited (acting in its capacity as sole corporate trustee of Universities Superannuation Scheme)) ("Bidco") and MEIF 6 Fibre Limited (a wholly-owned indirect subsidiary of Macquarie European Infrastructure Fund 6 SCSp (an investment fund managed by Macquarie Infrastructure and Real Assets (Europe ) Limited)) ("MEIF 6 Fibre")
The Board of KCOM Group Public Limited Company ("KCOM") notes the recent announcements by Bidco of a revised cash offer of 113 pence per KCOM Share (the "USS Offer") and by MEIF 6 Fibre of a revised cash offer of 120.3 pence per KCOM Share (the "MEIF 6 Fibre Offer"), in each case made during the auction procedure announced by the Panel on 4 July 2019. Bidco has confirmed that the USS Offer will be implemented under substantially the same terms as its offer set out in the scheme document dated 9 May 2019. MEIF 6 Fibre has confirmed that the MEIF 6 Fibre Offer will be implemented under substantially the same terms as its offer set out in the scheme document dated 18 June 2019 (the "MEIF 6 Fibre Scheme Document").
Under the terms of the MEIF 6 Fibre Offer, KCOM Shareholders will be entitled to receive 120.3 pence in cash for each KCOM Share. The price of 120.3 pence per KCOM Share represents:
· a premium of 66 per cent to the Closing Price of 72.5 pence for each KCOM Share on 23 April 2019 (being the last Business Day prior to commencement of the Offer Period);
· a premium of 7.3 pence to the USS Offer;
· an increase of 12.3 pence on the offer announced by MEIF 6 Fibre on 3 June 2019;
· a premium of 69 per cent to the volume weighted average share price of 71.2 pence per KCOM Share in the 30 days prior to 23 April 2019 (being the last Business Day prior to commencement of the Offer Period); and
· an aggregate value of £627 million for KCOM's issued and to be issued share capital.
In light of the superior proposal put forward by MEIF 6 Fibre as compared to the USS Offer, the KCOM Directors, who have been so advised by Rothschild & Co as to the financial terms of the MEIF 6 Fibre Offer, consider the terms of the MEIF 6 Fibre Offer to be fair and reasonable. In providing its advice to the KCOM Directors, Rothschild & Co has taken into account the commercial assessments of the KCOM Directors.
Accordingly, the KCOM Directors recommend unanimously that KCOM Shareholders vote in favour of the Scheme in respect of the MEIF 6 Fibre Offer at the Court Meeting, and in favour of the General Meeting Resolution to be proposed at the General Meeting, which meetings will be re-convened as soon as reasonably practicable.
The KCOM Directors advise KCOM Shareholders to take no action in relation to the USS Offer.
A further announcement will be made in due course with an indicative timetable setting out key dates for the implementation of the MEIF 6 Fibre Offer.
Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the MEIF 6 Fibre Scheme Document.
Enquiries
KCOM Group Public Limited Company Tel: 014 8260 2595
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Rothschild & Co (Lead financial adviser to KCOM) Tel: 020 7280 5000
Warner Mandel
Yasmine Benkhanouche
Pietro Franchi
Peel Hunt LLP (Joint financial adviser and joint broker to KCOM) Tel: 020 7418 8900
Charles Batten
Edward Knight
Max Irwin
Investec Bank plc (Joint financial adviser and joint broker to KCOM) Tel: 020 7597 5970
Patrick Robb
Andrew Pinder
Sebastian Lawrence
FTI Consulting LLP (PR adviser to KCOM) Tel: 020 3727 1137
Edward Bridges
Matt Dixon
Jamie Ricketts
Leah Dudley
Further Information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to any offer or otherwise.
Notice related to financial advisers
N.M. Rothschild & Sons Limited (Rothschild & Co), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for KCOM and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than KCOM for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Peel Hunt LLP (Peel Hunt), which is authorised and regulated in the United Kingdom by the FCA, is acting for KCOM and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than KCOM for the protections offered to its clients nor for providing advice in relation to any matters referred to in this announcement.
Investec Bank plc (Investec), which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for KCOM and no one else in relation to the subject matter of this announcement and will not be responsible to anyone other than KCOM for providing the protections afforded to the clients of Investec nor for providing advice in relation to any matters referred to in this announcement.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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 Takeover 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.kcomplc.com by no later than 12 noon (London time) on Monday, 15 July 2019. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on KCOM's website at www.KCOMplc.com promptly and in any event by no later than 12 noon on the Business Day following the date of this announcement.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.