TalkTalk Telecom Group PLC Scheme Effective (1472S)

TIDMTALK

RNS Number : 1472S

TalkTalk Telecom Group PLC

12 March 2021

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

12 March 2021

RECOMMED ACQUISITION

of

TALKTALK TELECOM GROUP PLC

by

TOSCA IOM LIMITED

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

Scheme Effective

Further to the announcement made by TalkTalk Telecom Group PLC ("TalkTalk" or the "Company") on 10 March 2021 that the Court had sanctioned the Scheme, the Independent TalkTalk Directors and the Offeror Board are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies earlier today, the Scheme has now become Effective in accordance with its terms and the entire issued share capital of TalkTalk is now owned by the Offeror.

Settlement

Settlement of the consideration to which any Scheme Shareholder on the register of members of TalkTalk at the Scheme Record Time, being 6.00 p.m. on 11 March 2021, is entitled will be effected as follows:

(a) regardless of whether the Scheme Shareholder held their Scheme Shares in certificated form or uncertificated form, if the Scheme Shareholder validly elected to receive Consideration Shares under the Alternative Offer, the Consideration Shares to which the Scheme Shareholder is entitled will be issued in certificated form; and

(b) the Cash Consideration (if any) to which a Scheme Shareholder is entitled will be settled by the despatch of cheques or crediting through CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and in uncertificated form, respectively),

in each case, within 14 days of this announcement, being 26 March 2021.

As a result of the Scheme having become Effective, share certificates in respect of TalkTalk Shares have ceased to be valid documents of title and entitlements to TalkTalk Shares held in uncertificated form in CREST have been cancelled.

Cancellation of listing and admission to trading of TalkTalk Shares

Requests been made to the FCA and the London Stock Exchange to remove the listing and cancel the admission to trading on the main market of the London Stock Exchange of TalkTalk Shares respectively, in each case, with effect from 8.00 a.m. on 15 March 2021.

Directorate changes

As set out in the scheme document dated 5 February 2021 (the "Scheme Document"), the resignations of each of the TalkTalk Directors other than Sir Charles Dunstone and Tristia Harrison as directors of the Company have become effective. In addition, each of Sir Charles Dunstone, Tristia Harrison, Roger Taylor, Paul Reynolds and John Gildersleeve will be appointed to the Offeror Board.

Dealing disclosures

TalkTalk is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Words and expressions defined in the 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 Company Secretary of the Company.

Enquiries:

 
 Panmure Gordon (UK) Limited (financial         Tel: [phone] 
  adviser to the Offeror) 
  Dominic Morley 
  Nick Lovering 
  Alina Vaskina 
 Maitland/AMO (Media enquiries for Tosca        Tel: [phone] 
  Penta) 
  Neil Bennett 
  Jason Ochere 
 
 Barclays Bank PLC, acting through its          Tel: [phone] 
  Investment Bank (Joint lead financial 
  adviser, joint Rule 3 adviser and joint 
  corporate broker to TalkTalk) 
  Robert Mayhew 
  Derek Shakespeare 
  Alex Evans 
  Akshay Majithia 
 Deutsche Bank AG, London Branch (Joint         Tel: [phone] 
  lead financial adviser, joint Rule 
  3 adviser and joint corporate broker 
  to TalkTalk) 
  James Arculus 
  David Ibanez 
  Anna Mills 
 Lazard & Co., Limited (financial adviser       Tel: [phone] 
  to TalkTalk) 
  Cyrus Kapadia 
  Nicholas Page 
  TalkTalk 
   Tim Warrington, Head of Investor Relations     Tel: [phone] 
   Dominic Laurie, Head of Communications         Tel: [phone] 
   and Campaigns 
 

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.

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March 12, 2021 08:43 ET (13:43 GMT)