REG - Hello Telecom (UK) - Offer Update

Consolidated Communications HoldingsAnnouncement

14/04/2021 08:05

RNS Number : 3667V
  
Hello Telecom (UK) Limited
  
14 April 2021
  
 

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
NOT FOR RELEASE BEFORE 7.00 A.M.
14 April 2021
Recommended Offer
by
Southern Communications Holdings Limited
for
Hello Telecom (UK) Limited
OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES AND WHOLLY UNCONDITIONAL
On 22 March 2021, it was announced that the board of Hello Telecom (UK) Limited ("Hello Telecom") and the board of Southern Communications Holdings Limited ("Southern Communications") had reached an agreement on the terms of a recommended cash offer to be made by Southern Communications to acquire the entire issued and to be issued share capital of Hello Telecom.
On 23 March 2021, Southern Communications published an offer document (the "Offer Document") setting out the full terms and conditions of its cash offer to acquire the entire issued and to be issued share capital of Hello Telecom (the "Offer").  Defined terms used but not defined in this announcement have the same meanings as set out in the Offer Document.
ACCEPTANCE CONDITION SATISFIED AND OFFER UNCONDITIONAL AS TO ACCEPTANCES
As at 1.00 p.m. (London time) on 13 April 2021, valid acceptances had been received by or on behalf of Southern Communications in respect of a total of 28,993,001 Hello Telecom Shares (representing approximately 90.35 per cent. of the issued share capital of Hello Telecom) at the First Closing Date.
The Offer was subject to valid acceptances being received in respect of not less than 90 per cent. in nominal value of Hello Telecom Shares to which the Offer relates (or such lower percentage as Southern Communications may decide) and not less than 50 per cent. of the voting rights carried by those Hello Telecom Shares. 
Southern Communications is pleased to announce that the Acceptance Condition has now been satisfied and the Offer has become unconditional as to acceptances.
OFFER DECLARED WHOLLY UNCONDITIONAL
Southern Communications is also pleased to announce that all other Conditions have now been satisfied or waived and, accordingly, the Offer is declared wholly unconditional in all respects.
The Offer, which remains subject to the terms and conditions set out in the Offer Document and Form of Acceptance, shall remain open for acceptances for a further 14 days until 1.00 p.m. (London time) on 27 April 2021 (or such later time(s) or date(s) as Southern Communications may determine, subject to the consent of the Panel, where required).
SETTLEMENT OF CASH CONSIDERATION
As set out in the Offer Document, settlement of the cash consideration to which any Shareholder is entitled under the Offer will be effected:




·      


in the case of acceptances received, valid and complete to date, within 14 days of this announcement; and




·      


in the case of acceptances received, valid and complete in all respects after this date but whilst the Offer remains open for acceptance, within 14 days of such receipt of such acceptance.




No cash consideration will be sent to an address in a Restricted Jurisdiction.
ACTION TO BE TAKEN
The Offer, which is hereby declared unconditional in all respects, will remain open for acceptances for 14 days until 1:00 p.m. (London time) on 27 April 2021.  Shareholders who have not yet accepted the Offer are therefore encouraged to do so without delay.
Shareholders who have not yet accepted the Offer and who wish to do so should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the receiving agent, SLC Registrars, by no later than 1.00 p.m. (London time) on 27 April 2021.
Full details on how to accept the Offer are set out in the Offer Document.  The Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hello Telecom's website at www.hello-telecom.co.uk.
Shareholders with any questions relating to the completion and return of the Form of Acceptance should contact the SLC Registrars on 0203 890 2122 from within the UK (or on ++44 203 890 2122 if calling from outside the UK).  Lines are open between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (except UK public holidays).
LEVEL OF ACCEPTANCES AND INTERESTS IN RELEVANT SECURITIES
As at 1.00 p.m. (London time) on 13 April 2021, Southern Communications had received valid acceptances of the Offer in respect of a total of 28,993,001 Hello Telecom Shares (representing approximately 90.35 per cent. of the issued share capital of Hello Telecom).
Of these Hello Telecom Shares, acceptances have been received in respect of 23,793,656 Hello Telecom Shares (representing approximately 74.15 per cent. of the issued share capital of Hello Telecom) held by persons who have given an irrevocable undertaking in support of the Offer, as follows:




Name


Number of Hello Telecom Shares


Percentage of issued share capital of Hello Telecom






Stephen Christopher Jansky


8,321,666


25.93%




Stephen Michael Jones


4,207,746


13.11%




Roger Keith Pedley


16,000


0.05%




Christine Blanche Jansky


347,746


1.08%




Gary Arnold


2,150,000


6.7%




Neil Sunerton


2,747,746


8.56%




Paul Fullick


1,100,000


3.43%




John Sunerton


600,000


1.87%




The executors of the estate of Costas Panayi


2,050,000


6.39%




Turning Point Investments LLP *5


1,000,000


3.12%




Andrew Springhall


227,275


0.71%




Finsbury Nominees Limited


525,477


1.64%




Hugh McAlinden


500,000


1.56%




 


23,793,656


74.15%




Save as disclosed in this announcement, so far as Southern Communications is aware, no acceptances have been received from persons acting in concert with Southern Communications or in respect of shares which were subject to an irrevocable commitment or letters of intent procured by Southern Communications or any person acting in concert with Southern Communications.  Further, neither Southern Communications nor, so far as Southern Communications is aware, any persons acting in concert with it are in receipt of any outstanding irrevocable undertakings or letters of intent to accept, or procure the acceptance of, the Offer save that Telng Limited has given an irrevocable undertaking to accept or procure acceptance of the Offer (as specified in the Offer Document) and has returned a Form of Acceptance in respect of 250,000 Hello Telecom Shares, however, share certificate(s) and/or other documents of title are awaited in order for this to be counted as a valid acceptance.
Save as disclosed in this announcement, as at the close of business in London on 13 April 2021 (being the latest practicable time and date prior to the date of this announcement), neither Southern Communications nor, so far as Southern Communications is aware, any person acting in concert with Southern Communications has:




·      


any interest in, or right to subscribe in respect of, or any short position in relation to Hello Telecom relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Hello Telecom relevant securities; or




·      


borrowed or lent any Hello Telecom relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.




Accordingly, the total number of Hello Telecom Shares which Southern Communications may count towards the satisfaction of the Acceptance Condition is 28,993,001 Hello Telecom Shares (representing approximately 90.35 per cent. of the issued share capital of Hello Telecom).
The references to the issued share capital of Hello Telecom in this announcement are based on a figure of 32,090,151 Hello Telecom Shares in issue on 13 April 2021.
ENQUIRIES
Moore Barlow LLP (solicitors to Southern Communications)                            02380 718000

Roger Bailey
Hello Telecom                                                                                                           020 3434 3000

Stephen Jansky
Eastwood Anglo Corporate Finance Ltd (Rule 3 adviser to Hello Telecom)       01636 636132

Bill Eastwood
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.  The Offer is being made solely by means of the Offer Document and the Form of Acceptance, which contains the full terms and conditions of the Offer, including details of how to accept the Offer.  Any acceptance or other response in relation to the Offer should be made only on the basis on the information contained in the Offer Document.
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 of England.
Southern Communications and Hello Telecom urge Shareholders to read the Offer Document because it contains important information relating to the Offer.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law.  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 and regulatory requirements.  Further details in relation to the Overseas Shareholders are contained in the Offer Document.  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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Southern Communications or required by the Code and permitted by applicable law and regulation, the Offer 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 offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other 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 Offer 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 Offer (including custodians, nominees and trustees) must observe these restrictions and 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 Offer to 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.
Further details in relation to Overseas Shareholders are contained in the Offer Document.
Dealing and Opening Position Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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(s), 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.  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.
Information relating to Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Shareholders, persons with information rights and other relevant persons for the receipt of communications from Hello Telecom may be provided to Southern Communications during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Hello Telecom's website at www.hello-telecom.co.uk by no later than 12.00 noon (London time) on the Business Day following this announcement.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Shareholders may request a hard copy of this announcement by contacting Eastwood Anglo on 01636 636132.  You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
 

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