REG - Network Intnl Hldgs Brookfield Asst Mgmt - Publication of Scheme Document

BrookfieldAnnouncement

12/07/2023 07:00

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RNS Number : 7156F  Network International Holdings PLC  12 July 2023

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

FOR IMMEDIATE RELEASE

 

12 July 2023

RECOMMENDED CASH ACQUISITION

of

Network International Holdings Plc ("Network")

by

BCP VI Neptune Bidco Holdings Limited ("Bidco")

(an entity indirectly owned by Brookfield Business Partners together with
private equity funds managed and/or advised by affiliates of Brookfield Asset
Management Ltd)

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

Introduction

On 9 June 2023, the boards of directors of Network and Bidco announced that
they had agreed the terms and conditions of a recommended cash acquisition of
Network by Bidco, a newly-incorporated company indirectly owned by Brookfield
Business Partners together with private equity funds managed and/or advised by
affiliates of Brookfield Asset Management Ltd ("Brookfield"), pursuant to
which Bidco will acquire the entire issued, and to be issued, ordinary share
capital of Network not already directly or indirectly owned by it (the
"Acquisition").

It is intended that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Scheme Document (as defined below), unless the context
requires otherwise.

Publication and posting of the Scheme Document

Network is pleased to announce that it has today published a shareholder
circular relating to the Scheme (the "Scheme Document") containing, among
other things, a letter from the Chairman of Network, an explanatory statement
pursuant to section 897 of the Companies Act 2006, the full terms and
conditions of the Scheme, notices of the Court Meeting and the General
Meeting, an expected timetable of principal events and details of the action
to be taken by Network Shareholders. The Scheme Document is available, subject
to certain restrictions relating to persons in Restricted Jurisdictions, on
Network's website at https://investors.networkinternational.ae/investors and
on Bidco's website at www.neptune-offer.com, and will also be submitted to the
National Storage Mechanism where it will be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Hard copies of the Scheme Document (or, depending on Network Shareholders'
communication preferences, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the General Meeting and a Form of Election for the Alternative
Offer are being sent to Network Shareholders.

Action required

As described in the Scheme Document, in order to become Effective, the Scheme
will require, among other things, that a majority in number of the Scheme
Shareholders present and voting (and entitled to vote) either in person or by
proxy, representing not less than 75 per cent. in value of the Scheme Shares
held by such Scheme Shareholders, vote in favour of the Scheme at the Court
Meeting, and that the requisite majority of Network Shareholders approves the
resolution relating to the Scheme at the General Meeting. The Scheme is also
subject to the satisfaction or (where applicable) waiver of the Conditions and
further terms set out in the Scheme Document.

Notices convening the Court Meeting and the General Meeting, both to be held
at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD on
4 August 2023, are set out in the Scheme Document. The Court Meeting is
scheduled to commence at 10.00 a.m. and the General Meeting is scheduled to
commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is
concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as
possible are cast, so that the Court may be satisfied that there is a fair
representation of opinion of the Scheme Shareholders. Scheme Shareholders are
therefore strongly urged to: (i) sign and return their Forms of Proxy by post;
or (ii) transmit a proxy appointment and voting instruction online via Link
Group's online facility or through the CREST electronic proxy appointment
service, as soon as possible.

Holders of Scheme Shares should read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

Shareholder helpline

A shareholder helpline is available for Network Shareholders. If Network
Shareholders have any questions about the Scheme Document, the Court Meeting
or the General Meeting or how to complete the Forms of Proxy or the Form of
Election or to appoint a proxy online or electronically through the CREST
electronic proxy appointment service, please call the Shareholder Helpline at
Link Group on 0371 664 0321 (or +44 371 664 0321 from overseas). Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable international
rate. The helpline is open between 9.00 a.m. and 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Link Group
cannot provide any advice on the merits of the Scheme or give financial, legal
or tax advice and calls may be recorded and monitored for security and
training purposes.

Timetable

The expected timetable of principal events is set out below. Subject to the
approval of the Scheme at the Court Meeting, the passing of the Resolution at
the General Meeting and the satisfaction or (where applicable) waiver of the
other Conditions set out in the Scheme Document, including the sanction of the
Court, the Scheme is expected to become Effective in Q4 2023.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Event                                                                  Expected time and/or date ((1))
 Publication of the Scheme Document                                     12 July 2023
 Latest time for lodging BLUE Forms of Proxy for the Court Meeting      10.00 a.m. on 2 August 2023 ((2))
 Latest time for lodging YELLOW Forms of Proxy for the General Meeting  10.15 a.m. on 2 August 2023 ((3))
 Voting Record Time                                                     6.30 p.m. on 2 August 2023 ((4))
 Court Meeting                                                          10.00 a.m. on 4 August 2023
 General Meeting                                                        10.15 a.m. on 4 August 2023 ((5))

The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. Network will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Network's website at https://investors.networkinternational.ae/investors. See also note (1).
 Election Return Time                                                          1.00 p.m. on D-1
 Court Sanction Hearing                                                        as soon as reasonably practicable after Bidco confirms the satisfaction or
                                                                               waiver of the Conditions (other than Conditions 1 and 2.3) ("D")
 Last day for dealings in, and for the registration of transfer of, Network    D+1 Business Day
 Shares
 Scheme Record Time                                                            6.00 p.m. on D+1 Business Day
 Disablement of CREST in respect of Network Shares                             6.00 p.m. on D+1 Business Day
 Suspension of dealings in Network Shares                                      by 7.30 a.m. on D+2 Business Days
 Effective Date of the Scheme                                                  D+2 Business Days ((6))
 Cancellation of listing of Network Shares from the LSE                        by 7.30 a.m. on D+3 Business Days
 Latest date for despatch of cheques and crediting of CREST accounts for cash  within 14 days of the Effective Date
 consideration due under the Scheme
 Long Stop Date                                                                9 April 2024 ((7))

Notes:

 

(1)        The dates and times given are indicative only and are based
on current expectations and are subject to change.

References to times are to London, United Kingdom time unless otherwise
stated. If any of the times and/or dates above change, the revised times
and/or dates will be notified to Network Shareholders by announcement through
a Regulatory Information Service.

Participants in the Network Share Plans will be contacted separately to inform
them of the effect of the Scheme on their rights under the Network Share
Plans, including details of any dates and times relevant to them.

(2)        It is requested that BLUE Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time appointed for the
Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the
time fixed for any adjourned Court Meeting (excluding any part of such 48-hour
period falling on a day that is not a working day). If the BLUE Form of Proxy
for the Court Meeting is not lodged by 10.00 a.m. on 2 August 2023, it may be:
(i) scanned and emailed to Link Group at the following email address:
TOUK-ProxyQueries@linkgroup.co.uk (mailto:TOUK-ProxyQueries@linkgroup.co.uk) ;
or (ii) presented in person to the Link Group representative who will be
present at the Court Meeting, at any time prior to the commencement of the
Court Meeting (or any adjournment thereof).

(3)        In order to be valid, the YELLOW Forms of Proxy for the
General Meeting must be lodged not later than 10.15 a.m. on 2 August 2023 or,
if the General Meeting is adjourned, 48 hours prior to the time fixed for the
adjourned General Meeting (excluding any part of such 48-hour period falling
on a day that is not a working day).

(4)        If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.30 p.m. on the day which is two Business Days prior to the date of the
adjourned Meeting.

(5)        To commence at 10.15 a.m. or as soon thereafter as the Court
Meeting concludes or is adjourned.

(6)        Network expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions in Part III (Conditions to the
Implementation of the Scheme and to the Acquisition) of the Scheme Document,
the Scheme will become Effective during the fourth quarter of 2023.

(7)        This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
may be agreed by Network and Bidco (with the Panel's consent and as the Court
may approve (if such consent and/or approval is required)) or if the Panel
requires an extension to the Long Stop Date pending final determination of an
issue under section 3(g) of Appendix 7 of the Takeover Code.

 

Enquiries:

 Network                                                     InvestorRelations@Network.Global

 PJT Partners (Financial Adviser to Network)
 Simon Lyons, Kush Nanjee, Constantine Philippou             +44 20 3650 1100

 Citi (Financial Adviser and Corporate Broker to Network)
 Robert Redshaw, Simon Lindsay, Laura White                  +44 20 7986 4000

 J.P. Morgan Cazenove (Financial Adviser and Corporate Broker to Network)
 Bill Hutchings, James Summer                                +44 20 7742 4000

 Teneo (PR Adviser to Network)                               NetworkInternational@Teneo.com
 Andy Parnis                                                 +971 58 581 4954

 Doug Campbell                                               +44 7753 136628

 Anthony Di Natale                                           +44 7880 715975

 Bidco and Brookfield
 Investor Enquiries
 Alan Fleming                                                +1 416 645 2736

                                                             Alan.Fleming@Brookfield.com
 Media Enquiries
 Marie Fuller                                                +44 20 7408 8375

                                                             Marie.Fuller@Brookfield.com
 Morgan Stanley (Financial Adviser to Bidco and Brookfield)
 Usman Akram, Vipin Chhajer, Hugh Moran                      +44 20 7425 8000

 

Allen & Overy LLP is retained as legal adviser to Network. Linklaters LLP
is retained as legal adviser to Brookfield and Bidco.

 

Important Notices

PJT Partners (UK) Limited ("PJT Partners") which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom is acting exclusively
for Network and no one else in connection with the matters described in this
announcement and the Acquisition and will not be responsible to anyone other
than Network for providing the protections afforded to clients of PJT Partners
nor for providing advice in connection with the Acquisition, or any matters
described in this announcement. Neither PJT Partners nor any of its
subsidiaries, branches, affiliates, directors or employees 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 PJT Partners in connection with this announcement, any
statement contained herein, the Acquisition, or otherwise.

Citigroup Global Markets Limited ("Citi") which is authorised by the
Prudential Regulation Authority and regulated in the UK by the Financial
Conduct Authority and the Prudential Regulation Authority, is acting as
financial adviser exclusively for Network and no one else in connection with
the matters described in this announcement and the Acquisition, and will not
be responsible to anyone other than Network for providing the protections
afforded to clients of Citi nor for providing advice in connection with the
Acquisition or any matter referred to in this announcement. Neither Citi nor
any of its affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under statute or
otherwise) to any person who is not a client of Citi in connection with this
announcement, any statement contained herein, the Acquisition or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated in the UK by the
Financial Conduct Authority and the Prudential Regulation Authority. J.P.
Morgan Cazenove is acting as joint financial adviser and corporate broker
exclusively to Network and no one else in connection with the matters set out
in this announcement and will not be responsible to anyone other than Network
for providing the protections afforded to clients of J.P. Morgan Cazenove or
its affiliates nor for providing advice in relation to any matter or
arrangement referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the Prudential Regulation Authority and regulated in the UK by
the Financial Conduct Authority and the Prudential Regulation Authority, is
acting exclusively as financial adviser to Bidco and no one else in connection
with the Acquisition and Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other person as
their client, nor will they be responsible to anyone other than Bidco for
providing the protections afforded to clients of Morgan Stanley nor for
providing advice in connection with the Acquisition, the contents of this
announcement or any matter referred to herein.

This announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of an offer to
buy any securities or any vote or approval in any jurisdiction, pursuant to
the Acquisition or otherwise.

The Acquisition shall be made solely by means of the Scheme Document which,
together with the Forms of Proxy and the Form of Election, shall contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any decision in respect of the Acquisition
should be made only on the basis of the information in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the
Takeover Offer Document).

This announcement has been prepared for the purpose of complying with English
law and the Takeover 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 England and Wales.

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

Overseas Shareholders

This announcement has been prepared in accordance with English law, the
Takeover Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the Listing Rules and information disclosed may not be
the same as that which would have been prepared in accordance with the laws of
jurisdictions outside England and Wales. The release, publication or
distribution of this announcement in or into jurisdictions other than the UK
or the United States may be restricted by law and therefore any persons who
are subject to the law of any jurisdiction other than the UK or the United
States should inform themselves about, and observe, any applicable legal or
regulatory requirements.

The Acquisition is subject to the applicable rules and regulations of the FCA,
the London Stock Exchange and the Takeover Code.

Network and Bidco urge Network Shareholders to read the Scheme Document
(including the associated Forms of Proxy) (and/or, in the event that the
Acquisition is to be implemented by way of a Takeover Offer, the offer
document) because it contains important information relating to the
Acquisition. Any decision to vote in respect of the resolutions to be proposed
at the Network Meetings, and any decision in respect of the Scheme should be
made only on the basis of information contained in the Scheme Document
(and/or, in the event that the Acquisition is to be implemented by way of a
Takeover Offer, the offer document).

Each Network Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Acquisition.

The availability of the Acquisition to Network Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom or who are
subject to the laws of other jurisdictions should inform themselves of, and
observe, any applicable legal, regulatory or other requirements of their
jurisdictions. In particular, the ability of persons who are not resident in
the United Kingdom or who are subject to the laws of another jurisdiction to
participate in the Acquisition or to vote their Network Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, or to elect for the Alternative Offer,
may be affected by the laws of the relevant jurisdictions in which they are
located or to which they are subject. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person. Further
details in relation to Overseas Shareholders is contained in paragraph 19 of
Part II of the Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The availability of the Alternative Offer under the Acquisition to Network
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 legal or regulatory requirements.

Copies of this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. Doing so may render invalid
any related purported vote in respect of the Acquisition. If the Acquisition
is implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or of
any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.

Notice to US investors

The Acquisition relates to the shares of an English company and is being
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the US
Securities Exchange Act of 1934, as amended (the "US Exchange Act").
Accordingly, the Acquisition is subject to the disclosure and procedural
requirements, rules and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements, style and format
of US proxy solicitation or tender offer rules. However, Bidco reserves the
right, subject to the prior consent of the Panel and in accordance with the
Co-operation Agreement, to elect to implement the Acquisition by means of a
Takeover Offer for the entire issued and to be issued ordinary share capital
of Network, as an alternative to the Scheme.

If, in the future, Bidco were to elect to implement the Acquisition by means
of a Takeover Offer, which is to be made into the US, such Takeover Offer
shall be made in compliance with all applicable US laws and regulations,
including Section 14(e) of the US Exchange Act and Regulation 14E thereunder,
and in respect of the issuance of Rollover Shares and Loan Notes, pursuant to
exemptions from, or in transactions not subject to, the registration
requirements of the United States Securities Act of 1933, as amended (the "US
Securities Act"). Such a Takeover Offer would be made in the United States by
Bidco and no one else.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, Bidco, its nominees or its brokers (acting as agents) or certain
affiliates, may from time to time make certain purchases of, or arrangements
to purchase, shares or other securities of Network outside such a Takeover
Offer during the period in which such a Takeover Offer would remain open for
acceptance and/or until the date on which the Scheme becomes effective, lapses
or is withdrawn. If such purchases or arrangements to purchase were to be
made, they would be made outside of the US and would comply with applicable
law, including the US Exchange Act and the Takeover Code. Such purchases or
arrangements to purchase may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about
such purchases will be disclosed as required in the UK and will be available
to all investors (including US investors) via the Regulatory News Service of
the London Stock Exchange at https://www.londonstockexchange.com/news
(https://www.londonstockexchange.com/news) . Neither the Acquisition, nor this
announcement, nor the information contained in this announcement has been
approved or disapproved by the Securities and Exchange Commission (the SEC),
any US state securities commission or any other US regulatory authority.
Neither the SEC, nor any state securities commission, nor any other US
regulatory authority has passed upon or determined the fairness or merits of
the proposal described in, nor upon or determined the accuracy or adequacy of
the information contained in, this announcement. Any representation to the
contrary is a criminal offence.

The Alternative Offer is not being offered, sold or delivered, directly or
indirectly, in whole or in part, in or into any Restricted Jurisdiction and
individual acceptances of the Alternative Offer will only be valid if all
regulatory approvals required by a Network Shareholder to acquire the Rollover
Shares have been obtained.

The Loan Notes and Rollover Shares issued under the Alternative Offer have not
been, and will not be, registered under the US Securities Act nor under the
securities laws of any state or territory or other jurisdiction of the United
States, will not be listed on any stock exchange in the United States and may
not be offered or sold in the United States absent registration or an
available exemption, or a transaction not subject to, the registration
requirements of the US Securities Act. Accordingly, they will not be issued to
Network Shareholders unless Bidco considers that they may be so issued
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act provided by Section
3(a)(10) of the US Securities Act or another available exemption.

A Network Shareholder who is an "affiliate" (within the meaning of the US
Securities Act) of the Network Group prior to or after the Effective Date who
receives Loan Notes or Rollover Shares, will receive "restricted securities"
as defined in Rule 144 under the US Securities Act. Under applicable US
federal securities laws, persons who are or will be "affiliates" of the
Network Group, within the meaning of the US Securities Act may not resell the
Loan Notes or Rollover Shares received as a result of the Alternative Offer
without registration under the US Securities Act, except pursuant to the
applicable resale provisions of Rule 144 under the US Securities Act or
another applicable exemption from registration or in a transaction not subject
to registration (including a transaction that satisfies the applicable
requirements of Regulation S under the US Securities Act). "Affiliates" of a
company are generally defined as persons who directly, or indirectly through
one or more intermediaries, control, or are controlled by, or are under common
control with, that company. Whether a person is an affiliate of a company for
purposes of the US Securities Act depends on the circumstances, but affiliates
can include certain officers, directors and significant shareholders. Persons
who believe they may be affiliates of Network should consult their own legal
advisers before any sale of securities received in the Alternative Offer.

The receipt of consideration, including Rollover Shares, by a US holder for
the transfer of its Network Shares pursuant to the Scheme shall be a taxable
transaction for United States federal income tax purposes. Each Network
Shareholder is urged to consult their independent professional adviser
immediately regarding the tax consequences of the Acquisition applicable to
them, including under applicable United States state and local, as well as
overseas and other, tax laws.

The financial information relating to Network included in, or incorporated by
reference into, this announcement has been prepared in accordance with
generally accepted accounting principles of the UK and thus may not be
comparable to the financial statements or information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US.

It may be difficult for US holders of Network Shares to enforce their rights
and any claim arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the federal and state securities laws
of the United States. US holders of Scheme Shares 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.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 tenth Business Day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the tenth 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 before the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
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 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.

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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 207 638 0129.

In this summary of certain disclosure requirements of the Takeover Code,
Business Day has the meaning given to it in the Takeover Code.

Publication on a website

A copy of this announcement and the Scheme Document will be made available
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions on Network's and Bidco's websites at
https://investors.NetworkInternational.ae/investors/ and www.neptune-offer.com
respectively by no later than 12.00 (London time) on the Business Day
following the date of this announcement. For the avoidance of doubt, the
contents of these websites are not incorporated into and do not form part of
this announcement.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
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