Chime Communications PLC Scheme becoming effective (5101C)

TIDMCHW

RNS Number : 5101C

Chime Communications PLC

16 October 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Chime Communications plc

Recommended offer for Chime Communications plc ("Chime") by Bell Bidder Limited by means of a scheme of arrangement under sections 895 to 899 of the Companies Act 2006 (the "Scheme")

Scheme becoming effective

Chime is pleased to announce that the Court order was delivered to the Registrar of Companies today and that the Scheme has accordingly become effective.

Chime also announces that the following directors have resigned with immediate effect: Lord Davies of Abersoch, Rodger Hughes, Clare Gilmartin and Vin Murria.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme.

Internet users will be able to view this announcement, together with other information about Chime, on the company's website by no later than noon on 19 October 2015:

http://www.chimeplc.com

Enquiries:

 
 Chime Communications 
  plc 
  Christopher Satterthwaite 
  Mark Smith                     [phone] 
 WPP (Media enquiries)           [phone] 
  Feona McEwan 
  Chris Wade 
  Richard Oldworth (Buchanan)     [phone] 
 Robey Warshaw LLP (Financial 
  adviser to Bidco) 
  Simon Robey 
  Simon Warshaw 
  Philip Apostolides             [phone] 
 Moelis & Company UK LLP 
  (Financial adviser and 
  Rule 3 adviser to Chime) 
  Geoffrey Austin 
  Liam Beere 
  Anthony Doeh                   [phone] 
 HSBC Bank plc (Financial 
  adviser to Chime) 
  Charles Packshaw 
  James Simpson 
  Keith Welch                    [phone] 
 Numis Securities Limited 
  (Corporate broker to 
  Chime) 
  Christopher Wilkinson 
  Lorna Tilbian 
  Nick Westlake                  [phone] 
 Sard Verbinnen & Co (Public 
  relations adviser to 
  Bidco and Providence) 
  Jonathan Doorley 
  Conrad Harrington              [phone] 
 Bell Pottinger (Public 
  relations adviser to 
  Chime) 
  James Henderson 
  Victoria Geoghegan             [phone] 
 

Robey Warshaw LLP ("Robey Warshaw") is authorised and regulated by the Financial Conduct Authority in the UK. Robey Warshaw is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Robey Warshaw nor for providing advice in connection with the Acquisition or any matter referred to herein.

Moelis & Company UK LLP ("Moelis & Company") is authorised and regulated by the Financial Conduct Authority in the UK. Moelis & Company is acting exclusively as financial adviser to Chime and no one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis & Company nor any of its subsidiaries, branches or 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 Moelis & Company in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Chime and for no-one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to its clients nor for providing advice in connection with the Acquisition or any matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority, is acting as broker to Chime and for no one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Numis or for providing advice in relation to or in connection with the Acquisition or any matter referred to herein.

IMPORTANT NOTICES

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. The scheme of arrangement will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to the UK that may not be comparable to the financial statements of US companies.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction (each a "Restricted Jurisdiction") and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Chime Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward-looking statements

This Announcement contains statements about Bidco and Chime that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Chime's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Chime's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Bidco and Chime disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to Bidco or Chime or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Chime for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Chime.

(MORE TO FOLLOW) Dow Jones Newswires

October 16, 2015 04:56 ET (08:56 GMT)