REG - Equinix, Inc TeleCity Group PLC - Mix and Match Elections <Origin Href="QuoteRef">EQIX.O</Origin>

EquinixAnnouncement

21/01/2016 08:40

RNS Number : 5681M
Equinix, Inc
21 January 2016
21 January 2016
RECOMMENDED CASH AND SHARE OFFER
FOR TELECITY GROUP PLC
BY
EQUINIX, INC.
Mix and match elections
On 15 January 2016, the Boards of TelecityGroup Plc ("TelecityGroup") and Equinix, Inc. ("Equinix") announced that the Scheme had completed and become effective in accordance with its terms. 
As noted in the Scheme Document, the ability to satisfy all elections for cash consideration and/or Equinix Consideration Shares made by TelecityGroup Shareholders was dependent on other TelecityGroup Shareholders making equal and opposite elections. A high number of TelecityGroup Shareholders made Share Elections.
Share Elections in respect of 135,379,408 Scheme Shares, representing approximately 66.37 per cent. of the aggregate number of Scheme Shares, and Cash Elections in respect of 7,035,603 Scheme Shares, representing approximately 3.45 per cent. of the aggregate number of Scheme Shares, were made by Scheme Shareholders. 
Accordingly, pursuant to the terms of the Scheme, Scheme Shareholders who made valid Cash Elections have had such elections satisfied in full and will receive 1,145 pence and no Equinix Consideration Shares per Scheme Share. Scheme Shareholders who made valid Share Elections have had such elections scaled down on a pro rata basis and accepted in respect of 5.197012 per cent. of Scheme Shares so elected and will receive 0.0672 Equinix Consideration Shares and no cash per Scheme Share in respect of a Share Election that has been satisfied following scaling down. 
Scheme Shareholders will receive the basic offer consideration, which is 572.5 pence in cash and 0.0336 Equinix Consideration Shares, per Scheme Share in respect of the balance of their Scheme Shares on which a Share Election has not been satisfied or for which no valid election under the Mix and Match Facility has been made.
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
Contacts
Investors
Katrina Rymill +1 650 598 6583
Paul Thomas +1 650 598 6442
Media
Sally Comollo +1 781 366 5580
Claire Macland +44 750 783 4784
Tulchan Communications +44 207 353 4200
Andrew Grant
Stephen Malthouse
Tom Murray
ImportantNotices
The directors of Equinix accept responsibility for the information contained in this document. To the best of the knowledge and belief of those directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the transaction or otherwise nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable laws. The Offer has been and will be implemented solely pursuant to the Scheme Document, which contains the full terms and conditions of the Offer.
This announcement contains certain forward-looking statements with respect to TelecityGroup and Equinix. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct, and in particular the basis on which the commitments will be implemented. You are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only as at the date of this announcement. Equinix and TelecityGroup do not assume any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons into whose possession this announcement comes should inform themselves about, and observe, any applicable legal and regulatory requirements. Any failure to comply with any applicable requirements may constitute a violation of the securities laws of any such jurisdiction. 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 any jurisdictions outside the United Kingdom.
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 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 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.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
Additional information for US investors
None of the securities referred to in the Scheme Document have been approved or disapproved by the US Securities and Exchange Commission (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 Scheme Document. Any representation to the contrary is a criminal offence in the United States.
The Equinix Consideration Shares to be issued under the Scheme have not been registered under the U.S. Securities Act, or applicable state securities laws and are being issued in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the approval of the Court.
Any securities to be offered in the Scheme or pursuant to the Offer as described in the Scheme Document have not been and will not be registered under the Securities Act, or under the securities laws of any state, province, territory, district or other jurisdiction of the United States, or of Canada, Australia or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions.

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