5 Nov 2020 07:00
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 SUCH JURISDICTION.
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 November 2020
TalkTalk Telecom Group PLC("TalkTalk" or the "Company")
Extension of deadline under Rule 2.6(c) of the Code
On 8 October 2020, the Company announced (the "2.4 Announcement") that it had received a preliminary and non-binding proposal from Toscafund Asset Management LLP on behalf of funds advised by it ("TAM") regarding a possible cash offer to be made by a newly formed company for the entire issued and to be issued ordinary share capital of the Company at a price of 97 pence per share, together with a full unlisted share alternative (the "Proposal").
In accordance with Rule 2.6(a) of the Code, TAM is required, by not later than 5.00 p.m. on 5 November 2020, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
Commercial discussions and due diligence are progressing with TAM. As a consequence, and in accordance with Rule 2.6(c) of the Code, the board of directors of TalkTalk has requested that the Panel on Takeovers and Mergers (the "Panel") extends the deadline referred to above. Accordingly, an extension has been granted by the Panel and TAM must, by no later than 5.00 p.m. on 3 December 2020, either announce a firm intention to make an offer in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended further with the consent of the Panel, in accordance with Rule 2.6(c) of the Code.
There can be no certainty that a firm offer will be made for the Company by TAM even if the pre-condition stated in the 2.4 Announcement is satisfied or waived.
The person responsible for making this announcement is Tim Morris, General Counsel and Company Secretary.
TalkTalk Telecom Group PLC is advised by:
Barclays Bank PLC, acting through its Investment Bank
Derek Shakespeare +44 (0) 20 7623 2323
Robert Mayhew
Deutsche Bank AG, London Branch
James Arculus +44 (0) 207 545 8000
Matt Hall
Media Enquiries
Lucy Thomas, Corporate Affairs Director +44 (0) 777 963 9460
Dominic Laurie, Head of Communications and Campaigns +44 (0) 7814 810 626
Important notices
Advisers
Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom, is acting exclusively for the Company as joint financial adviser and for no-one else in connection with this announcement and the Proposal and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays or for providing advice in relation to the Proposal or any other matters referred to in this announcement.
Deutsche Bank AG ("Deutsche Bank") is authorised under German Banking Law (competent authority: European Central Bank) and, in the United Kingdom, by the PRA. It is subject to supervision by the European Central Bank and by BaFin, Germany's Federal Financial Supervisory Authority, and is subject to limited regulation in the United Kingdom by the PRA and the FCA. Details about the extent of its authorisation and regulation by the PRA, and regulation by the FCA are available on request or from www.db.com/en/content/eu_disclosures.html. Deutsche Bank AG, London Branch, is acting exclusively for the Company as joint financial adviser and for no one else in connection with this announcement and the Proposal, and Deutsche Bank AG, London Branch, will not be responsible to anyone other than the Company for providing the protections afforded to clients of Deutsche Bank AG, London Branch, or for providing advice in relation to the Proposal or any other matters referred to in this announcement.
Osborne Clarke LLP is providing legal advice to the Company in connection with the Proposal.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the United States Securities Exchange Act of 1934, Barclays and its affiliates will continue to act as exempt principal trader in TalkTalk securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
This announcement is for information purposes only. It does not constitute an offer or form part of any offer or an invitation to purchase, subscribe for, sell or issue any securities or a solicitation of any offer to purchase, subscribe for, sell or issue any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Takeover 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this announcement will be available free of charge at the Company's website at www.talktalkgroup.com promptly following its publication and in any event by no later than 12 noon on the following business day.
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.