![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Mecom Grp | LSE:MEC | London | Ordinary Share | GB00B3P91873 | ORD 60.85888P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 154.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMMEC
RNS Number : 6369E
Mecom Group PLC
11 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
11 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
Completion of the Dutch merger control process
De Persgroep Publishing N.V. (De Persgroep Publishing), a wholly-owned subsidiary of De Persgroep N.V. (De Persgroep), refers to its recommended cash offer for Mecom Group plc (Mecom) pursuant to which De Persgroep Publishing 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).
De Persgroep and Mecom made an announcement on 6 February 2015 relating to the timetable for the Scheme and the process for the Dutch Competition Authority (the ACM) granting a licence in respect of the application made by De Persgroep Publishing in connection with the Transaction (the Licence), which is a Condition of the Transaction (the Dutch Merger Control Condition).
De Persgroep Publishing and Mecom now announce that the ACM has granted the Licence.
Satisfaction of remaining Conditions
De Persgroep Publishing expects to make an announcement prior to 5:00 p.m. on 12 February 2015 confirming that all of the Conditions have been satisfied or waived and that, therefore, the purpose of the Court hearing scheduled for 13 February 2015 will be to obtain the sanction of the Court to the Scheme and the confirmation of the Capital Reduction.
Scheme timetable
Assuming the Court's sanction of the Scheme and confirmation of the Capital Reduction at the Court hearing on 13 February 2015, the expected timetable of events is as follows:
Last day of dealings in, and for registration 13 February 2015 of transfers of, Mecom Shares Court Hearing (to sanction the Scheme and 13 February 2015 confirm the Capital Reduction) Scheme Record Time 6.00 p.m. on 13 February 2015 Effective Date 16 February 2015 Suspension of listing of, and dealings, settlement 7.30 a.m. on 16 February and transfers in, Mecom Shares 2015 Cancellation of listing and admission to trading On or after 17 February of Mecom Shares 2015 Latest date for dispatch of Offer Consideration By 2 March 2015
Other
Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document.
All references in this announcement to a time of day are to London time.
Further enquiries:
De Persgroep +32 (0) 2 454 25 40 Christian Van Thillo Christophe Convent Rothschild (Lead financial adviser to De Persgroep) +44 (0) 20 7280 5000 Warner Mandel BNP Paribas (Co-financial adviser to De Persgroep) +44 (0) 20 7595 2027 Eric Jacquemot Olga Peacock Mecom +44 (0) 20 7925 7200 Keith Allen Henry Davies Gleacher Shacklock LLP (Financial adviser to Mecom) +44 (0) 20 7484 1150 Edward Cumming-Bruce Sandor de Jasay Canaccord Genuity Limited (Corporate broker to Mecom) +44 (0) 20 7523 8000 Bruce Garrow Pendomer (PR advisers to Mecom) Ben Foster +44 (0) 20 3603 5220
Further information
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 will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any vote in respect of the Scheme or other response in respect of the Transaction should be made only on the basis of information contained in the Scheme Document. Mecom Shareholders are advised to read the Scheme Document in relation to the Transaction carefully.
This announcement has been prepared for the purpose of complying with English law 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.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Mecom Shareholders who are not resident in the United Kingdom or the United States to participate in the Transaction may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Mecom Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Scheme Document.
Unless otherwise determined by De Persgroep Publishing and Mecom or required by the Code, and permitted by applicable law and regulation, the Transaction will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction and no person may vote in respect of the Transaction by any such use, means, instrumentality or from within a Restricted Jurisdiction. Accordingly, unless determined otherwise by De Persgroep Publishing and Mecom and permitted by applicable law and regulation, copies of this announcement and all documents relating to the Transaction are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.
The Transaction relates to the shares of an English public limited company and is being effected by means of a scheme of arrangement provided for under, and governed by, English law. Mecom is not subject to the reporting requirements of the Exchange Act. A transaction effected by means of a scheme of arrangement under English law is not subject to the tender offer rules or the proxy solicitation rules under the Exchange Act or any provisions of the Australian Corporations Act 2001. Accordingly, the Transaction is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules and of Australian law. If, in the future, De Persgroep Publishing exercises the right to implement the Transaction by way of a Takeover Offer and determines to extend such offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations, including the applicable provisions of the tender offer rules under the Exchange Act. Financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US or Australian companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States or accounting standards applicable in Australia.
It may be difficult for US Holders of Mecom Shares to enforce their rights and any claim arising out of US federal securities laws, since De Persgroep and De Persgroep Publishing are incorporated under the laws of Belgium and Mecom is incorporated under the laws of England, and some or all of their officers and directors are residents of non-US jurisdictions. In addition, most of the assets of De Persgroep, De Persgroep Publishing and Mecom are located outside the United States. US Holders of Mecom Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.
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 +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
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 on 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
END
MSCUAAARVKAUAAR
1 Year Mecom Chart |
1 Month Mecom Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions