TALK.L Regulatory News (TALK)

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

1 March 2021

RECOMMENDED ACQUISITION

of

TALKTALK TELECOM GROUP PLC

by

TOSCA IOM LIMITEDto be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

Results of Meetings

On 17 December 2020, it was announced that the board of Tosca IOM Limited (the "Offeror") and the independent directors of TalkTalk Telecom Group PLC ("TalkTalk" or the "Company") had reached agreement on the terms of a recommended acquisition by the Offeror of the entire issued and to be issued share capital of TalkTalk. The Acquisition is to be implemented by way of a Court-approved scheme of arrangement (the "Scheme").

The scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy and Form of Election, were published and posted to TalkTalk Shareholders (other than to TalkTalk Shareholders in certain Restricted Jurisdictions) and, for information only, to persons with information rights and participants in the TalkTalk Share Plans on 5 February 2021.

The Independent TalkTalk Directors are pleased to announce that, at the Court Meeting and the General Meeting (together, the "Meetings") convened in relation to the Scheme and held earlier today, all of the resolutions proposed, details of which are set out in the notices of the Meetings contained in Parts XI and XII of the Scheme Document, were duly passed by the requisite majorities and accordingly the Scheme was approved.

Voting results of the Court Meeting

A majority in number of the eligible Scheme Shareholders who voted (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by eligible Scheme Shareholders approved the Scheme at the Court Meeting.

As set out in the Scheme Document, no votes were cast at the Court Meeting in respect of the TalkTalk Shares beneficially owned by the Tosca Investors.

The table below sets out the results of the poll at the Court Meeting. Each eligible Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time:

* Totals in person and by proxy

As at the Voting Record Time, being 6.30 p.m. on 25 February 2021, the total number of Scheme Shares eligible to vote on the Scheme was 1,146,269,670.

Voting results of the General Meeting

The table below sets out the results of the poll taken at the General Meeting.

TalkTalk Shareholders voted at the General Meeting to pass the Special Resolution in connection with amending the Company's articles of association, re-registering the company as a private company and authorising the directors of TalkTalk to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect.

Each TalkTalk Shareholder, present in person or by proxy, was entitled to one vote per TalkTalk Share held at the Scheme Voting Record Time.

A vote withheld is not a vote in law and does not count in the total of votes cast.

Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total.

The issued share capital of TalkTalk was 1,146,269,670 ordinary shares of 0.1 of a penny each.

A copy of the Special Resolution passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected timetable of principal events

The outcome of the Court Meeting and General Meeting means that Conditions 2(a) to 2(c) (inclusive) (as set out in Section A of Part III of the Scheme Document) have been satisfied.

Completion of the Acquisition remains subject to the satisfaction or, if appropriate, waiver of the other Conditions set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the Court. The Court Hearing is expected to take place on 10 March 2021. It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, TalkTalk Shares will be on the business day following the Scheme Hearing (which is expected to be 11 March 2021).

Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become Effective on 12 March 2021. Accordingly, it is intended that dealings in TalkTalk Shares will be suspended at 7.30 a.m. on 12 March 2021.

If the Court sanctions the Scheme, it is intended that the listing of the TalkTalk Shares on the Official List and the admission to trading of TalkTalk Shares on the main market for listed securities of the London Stock Exchange will, respectively, be cancelled with effect from 8.00 a.m. on 15 March 2021.

These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

The person responsible for arranging the release of this announcement on behalf of the Company is Tim Morris, Group General Counsel and the Company Secretary of the Company.

Enquiries:

Important notices relating to financial advisers

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for the Offeror and Tosca Penta and for no-one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than the Offeror and Tosca Penta for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank, ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for TalkTalk as joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no-one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than TalkTalk for providing the protections afforded to clients of Barclays or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, 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.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB.

Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the Financial Conduct Authority's website.

Deutsche Bank AG, London Branch ("Deutsche Bank") is acting exclusively for TalkTalk as its joint lead financial adviser, joint Rule 3 adviser and joint corporate broker and for no other person in relation to the Acquisition and the matters described in this announcement, and Deutsche Bank will not be responsible to any person other than TalkTalk for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for TalkTalk and for no one else in connection with the Acquisition and will not be responsible to anyone other than TalkTalk for providing the protections afforded to its clients or for providing advice in connection with the Acquisition. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this document, any statement contained herein, the Acquisition or otherwise.

Notice to US investors

The Consideration Shares are expected to be issued in the United States in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

For the purposes of qualifying for the exemptions from the registration requirements of the US Securities Act afforded by Section 3(a)(10), TalkTalk will advise the Court through counsel that the Court's sanction of the Scheme will be relied upon by the Offeror as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to TalkTalk Shareholders at which hearing all such shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all TalkTalk Shareholders.

TalkTalk Shareholders who are, or will be, affiliates of the Offeror after the Effective Date will be subject to certain US transfer restrictions relating to the Consideration Shares received pursuant to the Scheme. Otherwise, the Consideration Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than certain affiliates of the Offeror) may resell them without restriction under the US Securities Act.

The receipt of Consideration Shares or cash pursuant to the Acquisition by a US TalkTalk Shareholder will be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each TalkTalk Shareholder is urged to consult their independent professional advisor immediately regarding the tax consequences of the Acquisition. US TalkTalk Shareholders should also read sub-paragraph 18.2 of Part II (Explanatory Statement) of the Scheme Document.

It may be difficult for US TalkTalk Shareholders to enforce their rights and claims arising out of the US federal securities laws, since the Offeror and TalkTalk are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US TalkTalk Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 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 one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 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 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 websites

A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on TalkTalk's website at www.talktalkgroup.com, on Toscafund's website at www.toscafund.com and on Penta's website at www.pentacapital.com by no later than 12 noon on the Business Day following the date of this announcement and up to and including the Effective Date.

Neither the content of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.