REG - Manx Telecom PLC - Publication and posting of Scheme Document
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.
FOR IMMEDIATE RELEASE
29 MARCH 2019
Recommended Cash Offer
for
Manx Telecom plc ("Manx")
by
Kelion Bidco Limited ("Bidco")
(a newly incorporated company owned by Basalt Infrastructure Partners II A L.P., Basalt Infrastructure Partners II C L.P. and Basalt Infrastructure Partners II D L.P., each acting through its general partner Basalt Infrastructure Partners II GP Limited)
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 13 March 2019, the boards of Manx and Bidco announced they had reached agreement on the terms of a unanimous recommended cash offer by Bidco for the entire issued and to be issued share capital of Manx (the "Acquisition"). The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Section 157 of the Isle of Man Companies Act 2006 (the "Scheme").
Manx is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document"), together with the associated Forms of Proxy is being published today and posted to Manx shareholders. The Scheme Document contains, amongst other things, a letter from the Chairman of Manx, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 157 of the Isle of Man Companies Act 2006, notices convening the Court Meeting and the General Meeting, an expected timetable of principal events and details of the actions to be taken by Scheme Shareholders and Manx Shareholders (as applicable).
The Manx Directors, who have been so advised by Oakley Advisory on the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Manx Directors, Oakley Advisory has taken into account the commercial assessments of the Manx Directors. Oakley Advisory is providing independent financial advice to the Manx Directors for the purposes of Rule 3 of the Takeover Code.
The Manx Directors consider the terms of the Acquisition to be in the best interests of the Manx Shareholders. Accordingly, the Manx Directors recommend unanimously that Manx Shareholders vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting as all Manx Directors, their spouses and controlled companies holding Ordinary Shares have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of their spouses and controlled companies) of 597,173 Ordinary Shares (representing, in aggregate, approximately 0.52 per cent. of the ordinary share capital of Manx in issue on 28 March 2019, being the last Business Day prior to the date of this Announcement.
Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.
Notice of Shareholder Meetings
As further detailed in the Scheme Document, to become Effective the Scheme requires, amongst other things, the approval of the requisite majority of the Scheme Shareholders at the Court Meeting and the passing of the Resolution of Manx Shareholders at the General Meeting.
The Court Meeting and the General Meeting will both be held at the offices of Manx, Isle of Man Business Park, Cooil Road, Braddan, Isle of Man IM99 1HX on 26 April 2019. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).
If Manx Shareholders pass the necessary resolutions at the aforementioned meetings, it is anticipated that the Scheme Court Hearing will be held on or around 3 May 2019 and that the Scheme will become effective on or around 9 May 2019. Notices convening the Court Meeting and the General Meeting are contained in the Scheme Document.
It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their Form of Proxy (once received) or transmit a proxy instruction (either electronically or through CREST), as soon as possible.
Publication of the Scheme Document
The Scheme Document will today be made available, subject to certain restrictions, on Manx's website at https://www.manxtelecom.com/about/investors and will be posted by Manx today to all Manx Shareholders.
A helpline is available for Manx Shareholders. If you have any questions relating to the Scheme Document please contact Computershare on 0370 707 4040 or +44 (0) 370 707 4040 if calling from outside the United Kingdom. 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 8:30 am and 5:30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Expected Timetable of Principal Events
The Scheme Document contain an expected timetable of principal events relating to the Scheme, which is also set out in an Appendix to this Announcement. If any of the key dates set out in the expected timetable change, an announcement will be made through a Regulatory Information Service.
For more information please contact:
Manx
via Powerscourt Group
Gary Lamb / Iarla Hughes
Oakley Advisory (Lead financial adviser to Manx)
+44 20 7766 6900
Chris Godsmark / Marc Jones
Liberum Capital (Nominated Adviser, financial adviser and corporate broker to Manx)
+44 20 3100 2000
Steve Pearce / Josh Hughes
Powerscourt Group (Public relations adviser to Manx)
Elly Williamson / Celine MacDougall
+44 20 7250 1446
Important notices relating to financial advisers
Oakley Advisory Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting exclusively for Manx and no one else in connection with the Acquisition and will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Oakley Advisory Limited or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated in the UK by the Financial Conduct Authority, is acting as nominated adviser, financial adviser and corporate broker Manx and for no one else in connection with the Acquisition exclusively for and will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to clients of Liberum Capital or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matters referred to in this Announcement.
Neither Oakley Advisory Limited or Liberum Capital Limited nor any of their subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client in connection with the Acquisition, any statement contained herein or otherwise.
Overseas Shareholders
The availability of the Acquisition to Overseas Shareholders and the distribution of this Announcement in, into or from jurisdictions other than the United Kingdom and Isle of Man may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Announcement comes should inform themselves of, and observe, any such restrictions.
The Acquisition relates to shares of an Isle of Man company and is proposed to be effected by means of a scheme of arrangement under the laws of the Isle of Man. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the Isle of Man to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules or the laws of other jurisdictions outside the United Kingdom or the Isle of Man.
Bidco reserves the right to elect with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will be made in compliance with all applicable laws and regulations.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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. Accordingly, any person (including without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement to any jurisdiction outside the United Kingdom or Isle of Man should seek appropriate professional advice before doing so. In particular, the ability of persons who are not resident in the United Kingdom or Isle of Man to vote their Ordinary Shares at the Court Meeting or the General Meeting or to execute and deliver Forms of Proxy appointing another to vote their Ordinary Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.
Failure to comply with any such 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. This Announcement has been prepared for the purposes of complying with the laws of England and Wales and the Isle of Man 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 of England and Wales and the Isle of Man.
This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful.
Notice to US Investors
Manx Shareholders in the United States should note that the Acquisition relates to the securities of a company incorporated in the Isle of Man and is proposed to be effected by means of a scheme of arrangement under the laws of the Isle of Man. This Announcement, and certain other documents relating to the Acquisition have been or will be prepared in accordance with Isle of Man law, English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the Isle of Man and the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.
Manx's financial statements, and all financial information that is included in this Announcement, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Manx Shares pursuant to the Scheme will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Manx Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.
It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since Bidco and Manx are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders 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 judgement.
In accordance with normal practice in the UK and the Isle of Man and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Manx outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom and the Isle of Man, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Forwardlooking statements
This Announcement contains statements about Bidco, the Wider Bidco Group, Basalt Infrastructure Partners LLP and Manx that are or may be forward-looking statements which are prospective in nature. All statements other than statements of historical facts may be forward-looking statements. Often, but not always, forward looking statements can be identified by the use of forward-looking words such as "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy" or words or terms of similar substance or the negative thereof. Forward-looking statements may 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 Manx's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Manx's business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown 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 of this Announcement. All subsequent oral or written forward-looking statements attributable to Bidco, the Wider Bidco Group, Basalt Infrastructure Partners LLP, the members of the Basalt Investment Committee or Manx or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco, the Wider Bidco Group, Basalt Infrastructure Partners LLP, the members of the Basalt Investment Committee and Manx disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement should be interpreted to mean that earnings or earnings per ordinary share for Bidco or Manx, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for Bidco or Manx, as appropriate.
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 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 Takeover 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(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.
Publication on website and availability of hard copies
A copy of this Announcement will be available free of charge (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) on the following websites by no later than 12.00 noon (London time) on 1 April 2019:
· https://www.manxtelecom.com/about/investors; and
· https://www.basaltinfra.com/#news.
For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement. You may request a hard copy of this Announcement by contacting Computershare Investor Services (Jersey) Limited during business hours on +44 (0) 370 707 4040 or by submitting a request in writing to the Registrar at Computershare Investor Services (Jersey) Limited, Queensway House, Hilgrove Street, St Helier, Jersey, JE1 1ES Channel Islands. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of Jersey will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5.30 p.m., Monday to Friday excluding public holidays in Jersey. You also request that all future documents, announcements and information to be sent to you in relation to the Acquisition be in hard copy form.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates for implementation of the Scheme.
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (WHITE Form of Proxy) 11.00 a.m. on 24 April 20191
General Meeting (YELLOW Form of Proxy) 11.15 a.m. on 24 April 20192
Voting Record Time3 6.00 p.m. on 24 April 2019
Court Meeting 11.00 a.m. on 26 April 2019
General Meeting 11.15 a.m. on 26 April 20194
Certain of the following dates are subject to change (please see note (5) below):
Court Hearing 10.00 a.m. on 3 May 2019
Declaration of Dividend 7 May 2019
Last day of dealings in, and for registration of transfers of, and 7 May 2019
disablement in CREST of, Ordinary Shares
Suspension of dealings in Ordinary Shares 5.00 p.m. on 7 May 2019
Dividend Record Time 6.00 p.m. on 7 May 2019
Scheme Record Time 6.00 p.m. on 7 May 2019
Effective Date 9 May 2019
Cancellation of admission to trading of Ordinary Shares 8.00 a.m. on 10 May 2019
Settlement of the Dividend and consideration payable under by 23 May 2019
the Acquisition
Long-Stop Date 13 September 20196
1. The WHITE Form of Proxy for the Court Meeting should be received by Estera Trust (Isle of Man) Ltd before 11.00 a.m. on 24 April 2019, or, if the Court Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (provided that non-Business Days will be disregarded for the purposes of calculating such period relating to any adjourned meeting). WHITE Forms of Proxy not so received may be handed to the Chairman of the Court Meeting before the taking of the poll at the Court Meeting.
2. The YELLOW Form of Proxy for the General Meeting must be lodged with Estera Trust (Isle of Man) Ltd before 11.15 a.m. on 24 April 2019 in order for it to be valid, or, if the General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting (provided that non-Business Days will be disregarded for the purposes of calculating such period relating to any adjourned meeting). The YELLOW Form of Proxy cannot be handed to the Chairman of the General Meeting at that meeting.
3. If a Shareholder Meeting is adjourned, only those Scheme Shareholders (in the case of the Court Meeting) and Manx Shareholders (in the case of the General Meeting) on the register of members of Manx at 6.00 p.m. on the day which is two days before the adjourned meeting will be entitled to attend and vote.
4. To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.
5. These times and dates are indicative only and will depend, among other things, on the date on which: (i) the Conditions are either satisfied, or (if capable of waiver) waived, (ii) the Court sanctions the Scheme and (iii) the Court Order sanctioning the Scheme is delivered to the Companies Registry. Manx will give notice of the change(s) by issuing an announcement through a Regulatory Information Service and, if required by the Panel, send notice of the change(s) to Manx Shareholders and, for information only, to participants in the Manx Share Plans.
6. This is the last date on which the Scheme may become Effective unless Bidco and Manx, with the consent of the Panel and, if required, the approval of the Court, agree in writing a later date.
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 or visit www.rns.com.ENDDOCPGUMPWUPBUMB
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