REG - Equinix, Inc TeleCity Group PLC - Recommended Offer for TelecityGroup plc <Origin Href="QuoteRef">EQIX.O</Origin> <Origin Href="QuoteRef">TCY.L</Origin> - Part 2

EquinixAnnouncement

16/07/2015 08:24

- Part 2: For the preceding part double click  ID:nRSc6021Oa 

Equinix
Dividend to be paid or declared in the fourth quarter of 2015.  If any other
dividend is declared, made or paid in respect of the TelecityGroup Shares on
or after the date of this Announcement or an interim dividend in respect of
the six-month period ended 30 June 2015 is declared, made or paid in excess of
5 pence, Equinix reserves the right to reduce the Consideration by the amount
of all or part of any such dividend or all or part of any such excess. 
 
TelecityGroup Shareholders will be entitled to receive all Equinix dividends
for which the record date falls after the Effective Date. 
 
15.       Financing of the Transaction 
 
Equinix intends to finance the cash consideration payable to TelecityGroup
Shareholders pursuant to the Transaction from existing cash resources and/or
third party debt. 
 
Equinix has entered into a bridge loan facility with J.P. Morgan Securities
LLC as sole arranger and bookrunner and JPMorgan Chase Bank, N.A. as lender
and administrative agent in connection with the financing of the cash
consideration payable to TelecityGroup Shareholders pursuant to the
Transaction. 
 
J.P. Morgan is satisfied that sufficient resources are available to Equinix to
satisfy in full the cash consideration payable pursuant to the Transaction. 
 
As a result of the cash consideration being funded through third party debt,
the total leverage of the Combined Group will increase significantly compared
to Equinix's current leverage.  However, Equinix expects that the credit
ratings of the Combined Group will not be negatively impacted despite the
increased leverage. 
 
Further information on the financing of the Transaction will be set out in the
Scheme Document. 
 
16.       Offer-related arrangements 
 
Confidentiality Agreement 
 
Equinix and TelecityGroup entered into a mutual confidentiality agreement
dated 27 April 2015 pursuant to which each of Equinix and TelecityGroup has
undertaken, among other things, to keep certain information relating to the
Transaction and the other party confidential and not to disclose it to third
parties (other than certain permitted parties) unless required by law or
regulation. 
 
Co-operation Agreement 
 
Equinix and TelecityGroup have entered into the Co-operation Agreement
pursuant to which each of Equinix and TelecityGroup has agreed to co-operate
to secure the regulatory clearances and authorisations necessary to satisfy
the Pre-Condition.  TelecityGroup has agreed to certain undertakings to
co-operate and provide Equinix with information and assistance in relation to
the filings, submissions and notifications to be made in relation to such
regulatory clearances and authorisations. 
 
The Co-operation Agreement will terminate (i) if Equinix and TelecityGroup so
agree, (ii) if the Scheme has not become effective by the Long Stop Date,
(iii) where a competing proposal is recommended by the Board of TelecityGroup
and announced, (iv) if the Scheme is withdrawn or lapses (other than pursuant
to Equinix's right to switch to an Offer), (v) if the Scheme is not approved
by the requisite majorities of TelecityGroup Shareholders, (vi) if the Scheme
is not sanctioned at the Scheme Court Hearing, (vii) if the recommendation of
the Board of TelecityGroup is withdrawn, qualified or adversely modified, or
(viii) a Break Payment Event occurs. 
 
By way of compensation for any loss suffered by TelecityGroup in connection
with the preparation and negotiation of the Transaction, Equinix has agreed to
pay to TelecityGroup £50 million if: (i) on or prior to the Long Stop Date,
Equinix invokes the Pre-Condition, or (ii) on the Long Stop Date, the
Pre-Condition is not satisfied or waived by Equinix (a "Break Payment
Event"). 
 
The Co-operation Agreement records Equinix's and TelecityGroup's intention to
implement the Transaction by way of the Scheme, subject to the ability of
Equinix to proceed by way of a Takeover Offer in the certain circumstances. 
The Co-operation Agreement also contains provisions that will apply in respect
of the TelecityGroup Share Option Schemes. 
 
17.       Disclosure of interests in TelecityGroup 
 
Equinix made a public Opening Position Disclosure setting out details of its
interests or short positions in, or rights to subscribe for, any relevant
securities of TelecityGroup on 21 May 2015. 
 
As at the close of business on 28 May 2015 (being the last Business Day prior
to the publication of this Announcement), save for the irrevocable
undertakings referred to in paragraph 6, none of Equinix nor, so far as
Equinix is aware, any person acting in concert (within the meaning of the City
Code) with Equinix (including the directors of Equinix) has: 
 
·      any interest in, or right to subscribe for, any TelecityGroup Shares
nor does any such person have any short position in TelecityGroup Shares,
including any short position under a derivative, any agreement to sell, any
delivery obligation or right to require another person to purchase or take
delivery of TelecityGroup Shares; or 
 
·      borrowed or lent any TelecityGroup Shares or entered into any financial
collateral arrangements relating to TelecityGroup Shares. 
 
18.       Scheme of arrangement 
 
It is intended that the Transaction will be effected by a court-sanctioned
scheme of arrangement between TelecityGroup and the Scheme Shareholders under
Part 26 of the Companies Act 2006. The purpose of the Scheme is to provide for
Equinix (or its nominee) to become the owner of the whole of the issued and to
be issued share capital of TelecityGroup. 
 
Under the Scheme, the Scheme Shares will be transferred to Equinix in
consideration for which Scheme Shareholders will receive the Consideration. 
 
To become effective, the Scheme requires the approval of Scheme Shareholders
by the passing of a special resolution at the Court Meeting. The resolution
must be approved by 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. of the Scheme Shares held by such Scheme
Shareholders and the passing of a special resolution at the TelecityGroup
General Meeting, requiring the approval of TelecityGroup Shareholders
representing at least 75 per cent. of the votes cast at the TelecityGroup
General Meeting (either in person or by proxy). The TelecityGroup General
Meeting will be held immediately after the Court Meeting. In respect of the
special resolution at the TelecityGroup General Meeting, TelecityGroup
Shareholders will be entitled to cast one vote for each Scheme Share held. 
 
The Meetings are to be held no later than the 22nd day after the expected date
of the Meetings to be set out in the Scheme Document in due course (or such
later date as is agreed between Equinix and TelecityGroup). 
 
Following the Meetings, the Scheme is required to be sanctioned by the Court.
The Scheme will only become effective once a copy of the Scheme Court Order is
delivered to the Registrar of Companies. 
 
In order for Equinix to be in a position to satisfy the REIT requirements
which apply to it and ensure compliance with the REIT tests which must be
satisfied by Equinix quarterly in order to maintain qualification as a REIT,
during 2015, it is intended that the Effective Date will be within the first
15 days of commencement of the calendar quarter immediately following
satisfaction or waiver of the Pre-Condition set out in Appendix 1 and
satisfaction of the Conditions set out in paragraphs 1.1 and 1.2 of Appendix 2
(the "Trigger Conditions") provided that, if the Trigger Conditions are
satisfied or waived (as the case may be) after 1 October 2015, then the
Effective Date will be within the first 30 days of the calendar quarter
immediately following satisfaction or waiver of the Trigger Conditions unless
Equinix notifies TelecityGroup that the Effective Date can occur at any other
time in that quarter. 
 
Upon the Scheme becoming effective, it will be binding on all TelecityGroup
Shareholders, irrespective of whether or not they attended or voted at the
Meetings, and the Consideration will be despatched by Equinix to Scheme
Shareholders no later than 14 days after the Effective Date. 
 
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the TelecityGroup General Meeting and the
expected timetable, and will specify the action to be taken by Scheme
Shareholders. It is expected that the Scheme Document will be despatched to
TelecityGroup Shareholders after satisfaction or waiver of the Pre-Condition. 
 
Fractions of New Equinix Shares will not be allotted or issued to persons
accepting the Transaction.  Fractional entitlements to New Equinix Shares will
be aggregated and sold in the market and the net proceeds of sale distributed
pro rata to persons entitled thereto. 
 
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the City Code, the Panel, the London Stock Exchange
and the UK Listing Authority. The bases and sources of certain information
contained in this Announcement are set out in Appendix 3. Details of
irrevocable undertakings received by Equinix are set out in Appendix 4.
Certain terms used in this Announcement are defined in Appendix 5. 
 
19.       Delisting and re-registration 
 
It is intended that applications will be made to the London Stock Exchange to
cancel trading in TelecityGroup Shares on its main market for listed
securities on or shortly after the Effective Date and to the UK Listing
Authority to cancel the listing of the TelecityGroup Shares from the Official
List with effect from or shortly after the Effective Date. 
 
Share certificates in respect of the TelecityGroup Shares will cease to be
valid and should be destroyed on the first Business Day following the
Effective Date.  In addition, entitlements held within CREST to the
TelecityGroup Shares will be cancelled on the first Business Day following the
Effective Date. 
 
As soon as possible after the Effective Date, it is intended that
TelecityGroup will be re-registered as a private limited company. 
 
20.       Documents available for inspection 
 
Copies of the following documents will by no later than 12 noon on 1 June 2015
be published on www.equinix.com: 
 
·      this Announcement; 
 
·      the irrevocable undertakings from the directors of TelecityGroup; 
 
·      Equinix's financing arrangements in connection with the Transaction as
referred to in paragraph 15 above; 
 
·      the Confidentiality Agreement; and 
 
·      the Co-operation Agreement. 
 
21.       UK Tax 
 
TelecityGroup Shareholders within the charge to UK corporation tax or capital
gains tax should note that the Transaction is not currently expected to
qualify for "rollover relief" with the effect that such shareholders would be
treated as disposing of their TelecityGroup Shares as a result of the
Transaction irrespective of the extent to which they receive their
consideration in the form of cash or New Equinix Shares. 
 
22.       General 
 
Equinix reserves the right to elect in accordance with the Co-operation
Agreement to implement the Transaction by way of an offer for the entire
issued and to be issued share capital of TelecityGroup not already held by
Equinix as an alternative to the Scheme.  In such an event a Takeover Offer
will be implemented on the same terms (subject to appropriate amendments), so
far as applicable, as those which would apply to the Scheme. 
 
If the Transaction is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received, Equinix intends to: (i) apply to the London Stock
Exchange and the UK Listing Authority to cancel trading in TelecityGroup
Shares on the London Stock Exchange's main market for listed securities and
the listing of the TelecityGroup Shares from the Official List; and (ii) if it
acquires sufficient TelecityGroup Shares in the Transaction, exercise its
right to apply the provisions of Chapter 3 of Part 28 of the Companies Act
2006 to acquire compulsorily the remaining TelecityGroup Shares in respect of
which the Offer has not been accepted. 
 
Important notices relating to financial advisers 
 
J.P. Morgan Securities LLC ("J.P. Morgan"), together with its affiliate J.P.
Morgan Limited (which is authorised and regulated in the United Kingdom by the
FCA) is acting as financial adviser exclusively for Equinix and no one else in
connection with the matters set out in this Announcement and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than Equinix for providing the
protections afforded to clients of J.P. Morgan or its affiliates, nor for
providing advice in relation to any matter referred to in this Announcement. 
 
Goldman Sachs International, which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting for TelecityGroup and no
one else in connection with the proposed transaction and the matters referred
to in this Announcement and will not be responsible to anyone other than
TelecityGroup for providing the protections afforded to clients of Goldman
Sachs International, or for giving advice in connection with the proposed
transaction or any matter referred to herein. 
 
Oakley Capital Limited is authorised and regulated by the FCA. Oakley Capital
Limited is acting as financial adviser for TelecityGroup and no one else in
connection with the matters set out in this Announcement and will not regard
any other person as its client nor be responsible to anyone other than those
persons for providing the protections afforded to clients of Oakley Capital
Limited nor for providing advice in relation to the 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, is acting
exclusively for TelecityGroup and no one else in connection with the proposed
transaction and the matters set out in this Announcement and will not be
responsible to anyone other than TelecityGroup for providing the protections
afforded to clients of Barclays, or for giving advice in connection with the
proposed transaction or any matter referred to in this Announcement. 
 
Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the FCA, is acting for TelecityGroup and no one else in
connection with the proposed transaction and will not be responsible to anyone
other than TelecityGroup for providing the protections afforded to clients of
Greenhill & Co International LLP, or for giving advice in connection with the
proposed transaction or any matter referred to herein. 
 
Further 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 Transaction will be implemented solely pursuant to
the terms of the Scheme Document, which will contain the full terms and
conditions of the Transaction, including details of how to vote in respect of
the Transaction.  Any decision in respect of, or other response to, the
Transaction should be made only on the basis of the information contained in
the Scheme Document. 
 
Overseas jurisdictions 
 
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. 
 
In particular, the ability of persons who are not resident in the United
Kingdom to vote their TelecityGroup Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver forms of proxy appointing another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located.  This Announcement has been
prepared for the purpose of complying with English law and the City 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 the United Kingdom. 
 
No person may vote in favour of the Transaction by any 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 any formal
documentation relating to the Transaction 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.  If the Transaction is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the 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, email 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 Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities. 
 
The availability of New Equinix Shares under the Transaction to TelecityGroup
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. 
 
Further details in relation to TelecityGroup Shareholders in overseas
jurisdictions will be contained in the Scheme Document. 
 
Additional information for US investors 
 
The Transaction relates to the shares of an English company and will be
subject to United Kingdom procedural and disclosure requirements that are
different from those of the US. Any financial statements or other financial
information included in this Announcement may have been prepared in accordance
with non-US accounting standards that may not be comparable to the financial
statements 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 shares to enforce their rights and
any claims they may have arising under the US federal securities laws in
connection with the Transaction, since TelecityGroup is located in a country
other than the US, and some or all of its officers and directors may be
residents of countries other than the US.  US holders of shares in
TelecityGroup may not be able to sue TelecityGroup or their respective
officers or directors in a non-US court for violations of US securities laws. 
Further, it may be difficult to compel TelecityGroup and its affiliates to
subject themselves to the jurisdiction or judgment of a US court. 
 
The Transaction is expected to be implemented by means of a scheme of
arrangement provided for under English company law. 
 
As a result, any securities to be issued under the Transaction would be issued
in reliance upon the exemption from the registration requirements of the US
Securities Act of 1933 (as amended), pursuant to the exemption from
registration set forth in Section 3(a)(10) thereof, and also would not be
subject to the tender offer rules promulgated under the US Securities Exchange
Act of 1934 (as amended). 
 
If, in the future, Equinix exercises the right to implement the Transaction by
way of an Offer in accordance with the Co-operation Agreement, any securities
to be issued under the Transaction may be issued in reliance upon the
exemption from the registration requirements of the US Securities Act of 1933
(as amended) pursuant to Rule 802 thereunder, if such exemption is available. 
Alternatively, any securities to be issued under the Transaction may be
registered under the US Securities Act of 1933 (as amended).  If the
Transaction is implemented by way of an Offer, it will be done in compliance
with the applicable tender offer rules under the US Securities Exchange Act of
1934 (as amended), including any applicable exemptions provided under Rules
14d-1(c) and 14d-1(d) thereunder. 
 
TelecityGroup Shareholders are urged to read any documents related to the
Transaction filed, furnished or to be filed or furnished with the SEC because
they will contain important information regarding the Transaction and any
related offer of securities. Such documents will be available free of charge
at the SEC's website at www.sec.gov. Nothing in this Announcement shall be
deemed an acknowledgement that any SEC filing is required or that an offer
requiring registration under the US Securities Act of 1933 may ever occur in
connection with the Transaction. 
 
Cautionary note regarding forward-looking statements 
 
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and businesses of TelecityGroup
and Equinix and certain plans and objectives of Equinix with respect to the
Combined Group.  These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts. 
Forward-looking statements often use words such as "anticipate", "believe",
"expect", "estimate", "intend", "plan", "goal", "hope", "aims", "continue",
"will", "may", "should", "would", "could" or other words of similar meaning. 
These statements are based on assumptions and assessments made by
TelecityGroup and/or Equinix in light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate.  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 you are therefore cautioned not to place undue reliance on these
forward-looking statements, which speak only as at the date of this
Announcement.  Neither TelecityGroup nor Equinix assumes 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. 
 
There are a number of factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements. 
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates, and future business
combinations or dispositions. 
 
No profit forecasts or estimates 
 
No statement in this Announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period. 
 
Dealing and Opening Position Disclosure requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in one 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 pm (London time) on the tenth Business Day
following the commencement of the Offer Period and, if appropriate, by no
later than 3.30 pm (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 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, 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 pm (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 Takeover 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)207 638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a dealing disclosure. 
 
Rounding 
 
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them. 
 
Information relating to TelecityGroup Shareholders 
 
Please be aware that addresses, electronic addresses and certain other
information provided by TelecityGroup Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
TelecityGroup may be provided to Equinix during the Offer Period as required
under Section 4 of Appendix 4 to the City Code. 
 
Publication on website and availability of hard copies 
 
A copy of this Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
Equinix's website www.equinix.com and on TelecityGroup's website
www.telecitygroup.com by no later than 12 noon (London time) on the Business
Day following this Announcement. For the avoidance of doubt, the contents of
the websites referred to in this Announcement are not incorporated into and do
not form part of this Announcement. 
 
Equinix Shareholders and TelecityGroup Shareholders may request a hard copy of
this Announcement by submitting a request in writing to 80 Cheapside, London,
EC2V 6EE. 
 
APPENDIX 1
PRE-CONDITION 
 
The posting of the Scheme Document or making of an Offer will take place
following the satisfaction or waiver of the Pre-Condition below.  Equinix
shall be entitled to waive the following Pre-Condition in whole or in part: 
 
(i)         in the event of a reasoned submission for a referral of the
Transaction to the European Commission pursuant to Article 4(5) of Council
Regulation (EC) No 139/2004 (the "Regulation"), to which none of The
Netherlands, the UK or Germany (the "Applicable Member States") has expressed
disagreement in accordance with the third subparagraph of Article 4(5) of the
Regulation: 
 
(a)        the European Commission having issued a decision, on terms
reasonably satisfactory to Equinix, allowing the Transaction to proceed under
Article 6(1)(b), Article 6(2), Article 8(1) or Article 8(2) of the Regulation
(or being deemed to have done so under Article 10(6) of the Regulation);
and/or 
 
(b)        in the event that any aspect of the Transaction is referred to one
or more competent authorities of an European Union or EFTA state under Article
9 of the Regulation, confirmation having been received from each such
competent authority that the Transaction may proceed on terms reasonably
satisfactory to Equinix; and 
 
(c)        no indication having been made that a European Union or EFTA state
may take appropriate measures to protect legitimate interests pursuant to
Article 21(4) of the Regulation in relation to the Transaction or any aspect
of it; or 
 
(ii)        in the event one of the Applicable Member States expresses
disagreement to the referral of the Transaction to the European Commission in
accordance with the third subparagraph of Article 4(5) of the Regulation, the
receipt of national merger clearances, on terms reasonably satisfactory to
Equinix, or the expiration or termination of all applicable waiting periods
(and any extensions thereof), in the Applicable Member States. 
 
APPENDIX 2
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION 
 
Part A: Conditions to the Transaction 
 
The Transaction will be conditional upon the Scheme becoming unconditional and
becoming effective by no later than the Long Stop Date. 
 
Scheme approval 
 
1.         The Scheme will be conditional upon: 
 
1.1       its approval by a majority in number representing not less than
three-fourths in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any, as Equinix and
TelecityGroup may agree and the Court may allow); 
 
1.2       all resolutions necessary to approve and implement the Scheme being
duly passed by the requisite majority or majorities at the TelecityGroup
General Meeting or at any adjournment of that meeting on or before the 22nd
day after the expected date of the TelecityGroup General Meeting to be set out
in the Scheme Document in due course (or such later date, if any, as Equinix
and TelecityGroup may agree and the Court may allow); and 
 
1.3       the sanction of the Scheme with or without modification (but subject
to any such modification being acceptable to Equinix and TelecityGroup) on or
before the 22nd day after the expected date of the Scheme Court Hearing to be
set out in the Scheme Document in due course (or such later date, if any, as
Equinix and TelecityGroup may agree and the Court may allow) provided that if
the expected date of the Scheme Court Hearing is between 15 October 2015 and
31 December 2015, then the expected date of the Scheme Court Hearing will
become the first day of the immediately following calendar quarter and the
delivery of a copy of the Scheme Court Order to the Registrar of Companies in
England and Wales. 
 
In addition, Equinix and TelecityGroup have agreed that the Transaction will
be conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived: 
 
Listing of New Equinix Shares 
 
2.         NASDAQ having authorised the listing of all of the New Equinix
Shares upon official notice of issuance and not having withdrawn such
authorisation. 
 
General clearances 
 
3.         No central bank, ministry, governmental, quasi-governmental
(including the European Union), supranational, statutory, regulatory or
investigative body or authority (including any national or supranational
anti-trust or merger control authority), national, state, municipal or local
government (including any subdivision, court, administrative agency or
commission or other authority thereof), private body exercising any
regulatory, taxing, importing or other authority, trade agency, association,
institution or professional or environmental body in any relevant
jurisdiction, including, for the avoidance of doubt, the Panel, the PRA and
the FCA (each a "Third Party") having decided to take, institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference, or
enacted, made or proposed any statute, regulation, decision or order, which
would or might be reasonably be expected to: 
 
3.1       require, prevent or delay the divestiture, or materially alter the
terms envisaged for any proposed divestiture by any member of the Wider
Equinix Group or any member of the Wider TelecityGroup Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereofwhich, in any such case, is material in the
context of the Wider Equinix Group or the Wider TelecityGroup Group, in either
case taken as a whole; 
 
3.2       require, prevent or delay the divestiture by any member of the Wider
Equinix Group of any shares or other securities in TelecityGroup; 
 
3.3       impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Equinix Group, directly or indirectly, to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider TelecityGroup Group
or the Wider Equinix Group or to exercise management control over any such
member; 
 
3.4       otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Equinix Group or of any member of the
Wider TelecityGroup Groupto an extent which is material in the context of the
Wider Equinix Group or the Wider TelecityGroup Group, in either case taken as
a whole; 
 
3.5       make the Transaction or its implementation or the acquisition or
proposed acquisition by Equinix or any member of the Wider Equinix Group of
any shares or other securities in, or control of, TelecityGroup void, illegal
and/or unenforceable under the laws of any jurisdiction, or otherwise,
directly or indirectly, restrain, restrict, prohibit, delay or otherwise
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith; 
 
3.6       require any member of the Wider Equinix Group or the Wider
TelecityGroup Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider TelecityGroup Group or the
Wider Equinix Group owned by any third party; 
 
3.7       impose any limitation on the ability of any member of the Wider
TelecityGroup Group to co-ordinate its business, or any part of it, with the
businesses of any other memberswhich is adverse to and material in the context
of the Wider TelecityGroup Group taken as a whole or in the context of the
Transaction; or 
 
3.8       result in any member of the Wider TelecityGroup Group ceasing to be
able to carry on business under any name under which it presently does so, 
 
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Transaction or the acquisition or proposed
acquisition of any TelecityGroup Shares having expired, lapsed or been
terminated. 
 
4.         All necessary filings or applications having been made in
connection with the Transaction and all statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the Transaction
or the acquisition by any member of the Wider Equinix Group of any shares or
other securities in, or control of, TelecityGroup and all authorisations,
orders, recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals reasonably deemed necessary by Equinix or any member
of the Wider Equinix Group in respect of the Transaction or the proposed
acquisition of any shares or other securities in, or control of, TelecityGroup
by any member of the Wider Equinix Group having been obtained in terms and in
a form reasonably satisfactory to Equinix from all appropriate Third Parties
or persons with whom any member of the Wider TelecityGroup Group has entered
into contractual arrangements and all such authorisations, orders,
recognitions, grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material authorisations orders,
recognitions, grants, licences, confirmations, clearances, permissions and
approvals necessary to carry on the business of any member of the Wider
TelecityGroup Group which are material in the context of the Wider Equinix
Group or the Wider TelecityGroup Group taken as a whole remaining in full
force and effect and all filings necessary for such purpose have been made and
there being no notice to revoke or not to renew any of the same to an extent
or in a manner which is material in the context of the Wider Equinix Group or
the Wider TelecityGroup Group, as the case may be, taking as a whole, or in
the context of the Transaction, at the time at which the Transaction becomes
otherwise unconditional and all necessary statutory or regulatory obligations
in any jurisdiction having been complied with. 
 
Certain matters arising as a result of any arrangement, agreement etc. 
 
5.         Except as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider TelecityGroup Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, which in consequence of the
Transaction or the proposed acquisition of any shares or other securities in
TelecityGroup, or because of a change in the control or management of
TelecityGroup or otherwise, might reasonably be expected to result into an
extent which is material in the context of the Wider Equinix Group or the
Wider TelecityGroup Group, in either case taken as a whole, or in the context
of the Transaction: 
 
5.1       any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited; 
 
5.2       any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken or arising thereunder; 
 
5.3       any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged, other than in the
ordinary course of business; 
 
5.4       the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any such member; 
 
5.5       the rights, liabilities, obligations or interests of any such member
in, or the business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected; 
 
5.6       the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected; 
 
5.7       any such member ceasing to be able to carry on business under any
name under which it presently does so; or 
 
5.8       the creation of any liability, actual or contingent, by any such
member other than trade creditors or other liabilities incurred in the
ordinary course, 
 
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider TelecityGroup Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, might reasonably be expected
to result in any of the events or circumstances as are referred to in
paragraphs 5.1 to 5.8 of this Condition to such extent. 
 
Certain events occurring since 31 December 2014 
 
6.         Save as publicly announced by TelecityGroup in accordance with the
Listing Rules, Disclosure Rules and Transparency Rules prior to 29 May 2015 or
as Disclosed or as otherwise permitted under the Co-operation Agreement, no
member of the Wider TelecityGroup Group having, since 31 December 2014: 
 
6.1       save as between TelecityGroup and wholly owned subsidiaries of
TelecityGroup or for TelecityGroup Shares issued pursuant to the exercise of
options granted under the TelecityGroup Share Option Schemes, issued,
authorised or proposed the issue of additional shares of any class; 
 
6.2       save as between TelecityGroup and wholly owned subsidiaries of
TelecityGroup or for the grant of options under the TelecityGroup Share Option
Schemes, issued or agreed to issue, authorised or proposed the issue of
securities convertible into shares of any class or rights, warrants or options
to subscribe for, or acquire, any such shares or convertible securities; 
 
6.3       other than to another member of the TelecityGroup Group or as
provided for in this Announcement, recommended, declared, paid or made or
proposed to recommend, declare, pay or make any bonus, dividend or other
distribution whether payable in cash or otherwise; 
 
6.4       save for intra-TelecityGroup Group transactions, merged or demerged
with any body corporate or acquired or disposed of or transferred, mortgaged
or charged or created any security interest over any real property or other
material assets or any right, title or interest in any real property or other
material assets (including shares and trade investments) or authorised or
proposed or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security interest, in
each case, other than in the ordinary course of business; 
 
6.5       save for intra-TelecityGroup Group transactions, made or authorised
or proposed or announced an intention to propose any change in its loan
capital, other than in the ordinary course of business; 
 
6.6       issued, authorised or proposed the issue of any debentures or (save
for intra-TelecityGroup Group transactions) incurred or increased any
indebtedness or become subject to any contingent liability, other than in the
ordinary course of business; 
 
6.7       purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares or other securities or reduced or, save
in respect to the matters mentioned in paragraph 6.1 above, made any other
change to any part of its share capital, in each case, to the extent which is
material in the context of the Wider TelecityGroup Group taken as a whole; 
 
6.8       implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
or entered into or changed the terms of any contract with any director or
senior executive; 
 
6.9       entered into or varied or authorised, proposed or announced its
intention to enter into or vary any material contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long-term, onerous or unusual nature or magnitude or which is or could be
restrictive to a material extent on the businesses of any member of the Wider
TelecityGroup Group or the Wider Equinix Group or which involves or is
reasonably likely to involve an obligation of such a nature or magnitude or
which is other than in the ordinary course of business and, in each case, to
the extent which is material in the context of the Wider TelecityGroup Group
taken as a whole; 
 
6.10      (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such
person appointed; 
 
6.11      entered into any material contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider TelecityGroup
Group or the Wider Equinix Group other than to a nature and extent which is
normal in the context of the business concerned; 
 
6.12      waived or compromised any material claim otherwise than in the
ordinary course of business; 
 
6.13      entered into any material contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any Transaction (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this Condition; 
 
6.14      having made or agreed or consented to any change to: 
 
(A)        the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider TelecityGroup Group for its directors,
employees or their dependents; 
 
(B)        the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder; 
 
(C)        the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or 
 
(D)        the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made; 
 
6.15      proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit constituting a material
change relating to the employment or termination of employment of any senior
employee of the Wider TelecityGroup Group; or 
 
6.16      having taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
TelecityGroup Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1 of the City Code, 
 
and, for the purposes of paragraphs 6.3, 6.4. 6.5 and 6.7 of this Condition,
the term "TelecityGroup Group" shall mean TelecityGroup and its wholly owned
subsidiaries. 
 
No adverse change, litigation or regulatory enquiry 
 
7.         Except as Disclosed by TelecityGroup prior to 29 May 2015: 
 
7.1       no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider TelecityGroup Group which is material in the context of the Wider
TelecityGroup Group, taken as a whole; 
 
7.2       no material litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider TelecityGroup Group
is a party (whether as a plaintiff, defendant or otherwise) and no material
investigation by any Third Party against or in respect of any member of the
Wider TelecityGroup Group having been instituted, announced or threatened by
or against or remaining outstanding in respect of any member of the Wider
TelecityGroup Group which in any such case might reasonably be expected to
have a material adverse effect on the Wider TelecityGroup Group, taken as a
whole; 
 
7.3       no contingent or other liability having arisen or become apparent to
Equinix which would be likely to have a materially adverse effect on the Wider
TelecityGroup Group, taken as a whole; and 
 
7.4       no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by
any member of the Wider TelecityGroup Group which is necessary for the proper
carrying on of its businessand the withdrawal, termination or modification of
which has had, or might reasonably be expected to have, a material adverse
effect on the Wider TelecityGroup Group, taken as a whole. 
 
No discovery of certain matters 
 
8.         Except as Disclosed, Equinix not having discovered: 
 
8.1       that any financial, business or other information concerning the
Wider TelecityGroup Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the Wider TelecityGroup Group is
materially misleading, contains a material misrepresentation of fact or omits
to state a fact necessary to make that information not misleading,in each
case, to the extent or in a manner which is material in the context of the
Wider TelecityGroup Group taken as a whole or in the context of the
Transaction; 
 
8.2       that any member of the Wider TelecityGroup Group partnership,
company or other entity in which any member of the Wider TelecityGroup Group
has a significant economic interest and which is not a subsidiary undertaking
of TelecityGroup is subject to any liability(contingent or otherwise) which is
material in the context of the Wider TelecityGroup Group taken as a whole or
in the context of the Transaction; or 
 
8.3       any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider TelecityGroup
Groupandwhich is material and adverse in the context of the Wider
TelecityGroup Group taken as a whole or in the context of the Transaction. 
 
9.         Except as Disclosed, Equinix not having discovered that: 
 
9.1       any past or present member of the Wider TelecityGroup Group has
failed to comply in any material respect with any and/or all applicable
legislation or regulation, of any jurisdiction with regard to the disposal,
spillage, release, discharge, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health or animal health or otherwise relating to environmental matters, or
that there has otherwise been any such disposal, spillage, release, discharge,
leak or emission (whether or not the same constituted a non-compliance by any
person with any such legislation or regulations, and wherever the same may
have taken place) any of which disposal, spillage, release, discharge, leak or
emission would be likely to give rise to any liability (actual or contingent)
on the part of any member of the Wider TelecityGroup Groupwhich is, or which
might reasonably be expected to be, material in the context of the Wider
TelecityGroup Group taken as a whole or in the context of the Transaction; or 
 
9.2       there is, or is likely to be, any liability (actual or contingent)
of any past or present member of the Wider TelecityGroup Group to make good,
repair, reinstate or clean up any property or any controlled waters now or
previously owned, occupied, operated or made use of or controlled by any such
past or present member of the Wider TelecityGroup Group, under any applicable
environmental legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association
or any other person or body in any jurisdictionwhich is, or which might
reasonably be expected to be, material in the context of the Wider
TelecityGroup Group taken as a whole or in the context of the Transaction. 
 
Part B: Waiver and invocation of the Pre-Condition and the Conditions 
 
Equinix reserves the right to waive, in whole or in part, the Pre-Condition
and all or any of Conditions in Part A above, except for Condition 1 (Scheme
approval) and Condition 2 (NASDAQ listing),which cannot be waived. 
 
Condition 2 (NASDAQ listing) must be fulfilled by, and the Pre-Condition and
Conditions 3 to 9 (inclusive) fulfilled or waived by, no later than 11.59 p.m.
on the date immediately preceding the date of the Scheme Court Hearing,
failing which the Scheme will lapse. 
 
If Equinix is required by the Panel to make an offer for TelecityGroup Shares
under the provisions of Rule 9 of the City Code, Equinix may make such
alterations to any of the above Conditions as are necessary to comply with the
provisions of that Rule. 
 
Part C: Implementation by way of offer 
 
Equinix reserves the right to elect in accordance with the Co-operation
Agreement to implement the Transaction by way of a takeover offer (as defined
in Part 28 of the Companies Act 2006). 
 
In such event, such offer will be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation and subject to the consent of the
Panel) an acceptance condition that is set at 90 per cent. (or such lesser
percentage as Equinix may decide being at least 75%) (i) in nominal value of
the shares to which such offer relates; and (ii) of the voting rights attached
to those shares, including, for this purpose, any such voting rights attaching
to TelecityGroup Shares that are unconditionally allotted or issued before the
takeover offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights
or otherwise. 
 
Part D: Certain further terms of the Transaction 
 
The availability of the Transaction to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.  Persons
who are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements. 
 
This Transaction will be governed by English law and be subject to the
jurisdiction of the English courts and to the conditions set out in this
Appendix and in the formal Scheme Document.  The Transaction will comply with
the applicable rules and regulations of the FCA, London Stock Exchange and the
City Code. 
 
The Transaction will not be made, directly or indirectly, in or into or from,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone, internet or
email) of interstate or foreign commerce of, or of any facility of a national
securities exchange of, Canada, Japan or Australia and it will not be possible
to vote in respect of the Scheme by any such use, means, instrumentality or
facility or from within Canada, Japan or Australia.  The New Equinix Shares to
be issued pursuant to the Transaction have not been and will not be registered
under the US Securities Act of 1933 (as amended) nor under any of the relevant
securities laws of Canada, Japan or Australia.  Accordingly, the New Equinix
Shares may not be offered, sold or delivered, directly or indirectly, in the
United States, Canada, Japan or Australia nor to any United States person,
except pursuant to exemptions from applicable requirements of any such
jurisdiction. 
 
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition. 
 
TelecityGroup Shares acquired under the Transaction will be acquired fully
paid and free from all liens, equities, charges, encumbrances, options, rights
of pre-emption and any other third party rights and interests of any nature
and together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the Effective Date. 
 
APPENDIX 3
SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
In this Announcement, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used: 
 
1.         The financial information relating to Equinix is extracted (without
any adjustment) from the audited consolidated financial statements of Equinix
for the relevant years or from the unaudited interim consolidated financial
statements of Equinix for the relevant periods, prepared in accordance with
U.S. GAAP. 
 
2.         The financial information relating to TelecityGroup is extracted
(without any adjustment) from the audited consolidated financial statements of
TelecityGroup for the relevant years or from the unaudited interim
consolidated financial statements of TelecityGroup for the relevant half
years, prepared in accordance with IFRS. 
 
3.         Any references to the fully diluted issued share capital of Equinix
are based on 60,081,660 Equinix shares as at 28 May 2015 (being the last
Business Day before the date of this Announcement). 
 
4.         Any references to the fully diluted issued share capital of
TelecityGroup are based on 205,409,411 TelecityGroup shares as at 28 May 2015
(being the last Business Day before the date of this Announcement), net of the
expected proceeds to TelecityGroup from exercise of outstanding options. 
 
5.         All prices for Equinix shares and TelecityGroup shares are the
Closing Price for the relevant date. 
 
6.         The Equinix volume weighted average price for the 5 day period to
28 May 2015 is derived from Bloomberg data. 
 
7.         The value of the Transaction is based on the number of Equinix
Shares in issue set out in paragraph 3 above and the Equinix share price of


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