Mecom Group PLC Court sanction of Scheme (8739E)

TIDMMEC

RNS Number : 8739E

Mecom Group PLC

13 February 2015

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

13 February 2015

RECOMMENDED CASH ACQUISITION

of

MECOM GROUP PLC

by

DE PERSGROEP PUBLISHING N.V.

(a wholly-owned subsidiary of De Persgroep N.V.)

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Court sanction of Scheme and confirmation of reduction of capital

De Persgroep N.V. (De Persgroep) and Mecom Group plc (Mecom) are pleased to announce, in relation to the recommended cash offer pursuant to which De Persgroep Publishing N.V. (De Persgroep Publishing), a wholly owned subsidiary of De Persgroep, will acquire all of the issued and to be issued share capital of Mecom (the Transaction) by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme), that the Scheme was today sanctioned, and the Capital Reduction was today confirmed, by the Court.

The Scheme is expected to become effective on 16 February 2015 following the delivery of the Court Orders to the Registrar of Companies.

Dealings in Mecom Shares on the London Stock Exchange will be suspended on 16 February 2015 at 7:30 a.m. (UK time). The delisting of Mecom Shares and the cancellation of admission to trading of Mecom Shares on the London Stock Exchange is expected to take place at 8:00 a.m. (UK time) on 17 February 2015.

Holders of Scheme Shares who appeared on the Mecom register of members at 6.00 p.m. on 13 February 2015 will be entitled to receive 155 pence in cash for each Scheme Share held. The date for despatch of cheques and/or for settlement of cash consideration in relation to the Transaction through CREST is expected to be on or before 2 March 2015.

Other

Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.

Further enquiries:

 
 De Persgroep                            [phone] 
 Christian Van Thillo 
  Christophe Convent 
 Rothschild (Lead financial 
  adviser to De Persgroep)               [phone] 
 Warner Mandel 
 BNP Paribas (Co-financial adviser 
  to De Persgroep)                       [phone] 
 Eric Jacquemot 
  Olga Peacock 
 Mecom                                   [phone] 
 Keith Allen 
  Henry Davies 
 Gleacher Shacklock LLP (Financial 
  adviser to Mecom)                      [phone] 
 Edward Cumming-Bruce 
  Sandor de Jasay 
 Canaccord Genuity Limited (Corporate 
  broker to Mecom)                       [phone] 
 Bruce Garrow 
 Pendomer (PR advisers to Mecom) 
  Ben Foster                             [phone] 
 

Further information

Rothschild, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for De Persgroep and De Persgroep Publishing and no one else in connection with the Transaction and will not be responsible to anyone other than De Persgroep and De Persgroep Publishing for providing the protections afforded to clients of Rothschild, or for providing advice in connection with the Transaction or any other matter referred to in this announcement.

BNP Paribas, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for De Persgroep and De Persgroep Publishing and no one else in connection with the Transaction and will not be responsible to anyone other than De Persgroep and De Persgroep Publishing for providing the protections afforded to clients of BNP Paribas, or for providing advice in connection with the Transaction or any other matter referred to in this announcement.

Gleacher Shacklock LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mecom and no one else in connection with the Transaction and will not be responsible to anyone other than Mecom for providing the protections afforded to clients of Gleacher Shacklock LLP, or for providing advice in connection with the Transaction or any other matter referred to in this announcement.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mecom and no one else in connection with the Transaction and will not be responsible to anyone other than Mecom for providing the protections afforded to clients of Canaccord Genuity Limited, or for providing advice in connection with the Transaction or any other matter referred to in this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer 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 the Transaction or otherwise. De Persgroep Publishing's offer to Mecom Shareholders is made solely by means of the Scheme Document, which contains the full terms and conditions of the Transaction. Mecom Shareholders are advised to read the Scheme Document in relation to the Transaction carefully.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 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 1 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, 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 of the Code.

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 of the Code).

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 [phone] 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

A copy of this announcement will (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) be made available free of charge on De Persgroep's website at www.persgroep.beand Mecom's website at www.mecom.com. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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