REG - Equinix, Inc TeleCity Group PLC - Recommended Offer for TelecityGroup plc <Origin Href="QuoteRef">EQIX.O</Origin> <Origin Href="QuoteRef">TCY.L</Origin> - Part 3
16/07/2015 08:24
- Part 3: For the preceding part double click ID:nRSc6021Ob
$269.19 as at 28 May 2015.
8. The percentage ownership of the Combined Group which would be held
by TelecityGroup Shareholders if the Transaction completes is based on the
number of Equinix Shares in issue set out in paragraph 3 above and the number
of TelecityGroup Shares in issue set out in paragraph 4 above.
9. The exchange rate of 1.5283 for the conversion of U.S. dollars into
pounds Sterling has been derived from Bloomberg and is based on the exchange
rate as at 17.00 (BST) on 28 May 2015 (being the last Business Day before the
date of this Announcement).
APPENDIX 4
DETAILS OF IRREVOCABLE UNDERTAKINGS
Name of TelecityGroup Shareholder Number of TelecityGroup Shares Percentage of TelecityGroup issued share capital
John Hughes 63,000 0.0310
Eric Hageman 10,000 0.0049
Claudia Arney 7,000 0.0034
Simon Batey 16,227 0.0080
Maurizio Carli 10,000 0.0049
Nancy Cruickshank 0 0
John O'Reilly 22,091 0.0109
APPENDIX 5
DEFINITIONS
"Announcement" this announcement made pursuant to Rule 2.7 of the City Code;
"associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose;
"Bidco" Equinix (EMEA) Acquisition Enterprises B.V.;
"Board" the board of directors;
"Break Payment Event" has the meaning given in paragraph 16;
"Business Day" a day (other than a Saturday, Sunday, public or bank holiday) on which banks are generally open for business in London;
"City Code" or "Code" the City Code on Takeovers and Mergers;
"Closing Price" the closing middle market quotations of a share derived from (i) the Daily Official List of the London Stock Exchange in respect of TelecityGroup Shares or (ii) NASDAQ in respect of Equinix Shares;
"Combined Group" the enlarged Equinix Group following completion of the Transaction comprising the TelecityGroup Group and the Equinix Group;
"Conditions" the conditions of the Transaction set out in Appendix 2;
"Confidentiality Agreement" the confidentiality agreement entered into between Equinix and TelecityGroup on 27 April 2015;
"Consideration" the consideration payable to TelecityGroup Shareholders in connection with the Transaction;
"Co-operation Agreement" the agreement dated 29 May 2015 between Equinix and TelecityGroup and relating, among other things, to the implementation of the Transaction;
"Court" the High Court of Justice in England and Wales;
"Court Meeting" the meeting of the TelecityGroup Shareholders convened by order of the Court pursuant to section 899 of the Companies Act 2006 for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof;
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001/3755) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulation);
"Disclosed" the information which has been fairly disclosed (i) in writing prior to the date of this Announcement by or on behalf of TelecityGroup to Equinix or Equinix's financial, accounting, tax or legal advisers (specifically as Equinix's advisers in relation to
the Transaction), (ii) in the Annual Report and Accounts for TelecityGroup for the year ended 31 December 2014, (iii) in any other public announcement made in accordance with the Disclosure Rules and Transparency Rules or the Listing Rules by TelecityGroup
prior to the date of this Announcement, or (iv) in this Announcement;
"Disclosure and Transparency Rules" the disclosure and transparency rules made by the FCA under section 73A of the Financial Services and Markets Act 2000, as amended from time to time;
"Effective Date" the date on which the Scheme becomes effective in accordance with its terms;
"EFTA" European Free Trade Association;
"EMEA" Europe, the Middle East and Africa;
"Equinix" Equinix, Inc., a Delaware corporation;
"Equinix Group" Equinix and its Subsidiary and associated undertakings;
"Equinix Shareholders" holders of Equinix Shares;
"Equinix Shares" the common stock having a par value of $0.001 each in the capital of Equinix;
"FCA" the Financial Conduct Authority;
"Interxion" Interxion Holding N.V., a public company incorporated in The Netherlands;
"Listing Rules" the listing rules made by the FCA under section 73A of the Financial Services and Markets Act 2000, as amended from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Long Stop Date" 29 November 2016 or such later date as may be agreed in writing by TelecityGroup and Equinix (with the Panel's consent);
"LQA Adjusted EBITDA" last quarter annualised adjusted EBITDA;
"Meetings" the Court Meeting and the TelecityGroup General Meeting;
"Mix and Match Facility" the mix and match facility under which TelecityGroup Shareholders may, subject to availability, elect to vary the proportions in which they receive New Equinix Shares and cash;
"NASDAQ" NASDAQ Stock Market LLC;
"New Equinix Shares" the new Equinix Shares to be issued pursuant to the Scheme;
"Offer" should the Transaction be implemented by way of a Takeover Offer, the recommended offer to be made by or on behalf of Equinix to acquire the entire issued and to be issued ordinary share capital of TelecityGroup and, where the context admits, any
subsequent revision, variation, extension or renewal of such offer;
"Offer Period" the period commencing on 7 May 2015 and ending on: (i) the earlier of the date on which the Scheme becomes effective and/or the date on which the Scheme lapses or is withdrawn (or such other date as the Panel may decide), and (ii) the earlier of the date
on which the Offer becomes or is declared unconditional in all respects or lapses in the event that Equinix exercises its right to switch to an Offer in accordance with the terms of the Co-operation Agreement;
"Official List" the official list maintained by the UK Listing Authority;
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or rights to subscribe for, any relevant securities of a party to the Offer if the person concerned has such a position;
"Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers;
"PRA" the Prudential Regulation Authority;
"Pre-Condition" the pre-condition to the Transaction set out in Appendix 1;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulation" the Council Regulation (EC) 139/2004 (as amended)
"REIT" real estate investment trust;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Transaction is sent or made available to TelecityGroup Shareholders in that jurisdiction;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between TelecityGroup and the Scheme Shareholders to implement the Transaction with or subject to any modification, addition or condition approved or imposed by the Court;
"Scheme Court Hearing" the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006;
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006;
"Scheme Document" the document to be dispatched to TelecityGroup Shareholders including the particulars required by section 897 of the Companies Act 2006;
"Scheme Record Time" the time and date specified as such in the Scheme Document or such later time as TelecityGroup and Equinix may agree;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" 1. the TelecityGroup Shares in issue at the date of the Scheme Document;2. any TelecityGroup Shares issued after the date of the Scheme Document and prior to the Voting Record Time; and3. any TelecityGroup Shares issued at or after the Voting Record
Time and prior to the Scheme Record Time in respect of which the original or any subsequent holder thereof is bound by the Scheme, or shall by such time have agreed in writing to be bound by the Scheme;
"SEC" the US Securities and Exchange Commission;
"significant interest" a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006);
"Special Equinix Dividend" means any special distribution by Equinix that includes Equinix Shares in relation to Equinix's real estate investment trust compliance in the manner contemplated by Equinix's private letter ruling received from the United States Internal Revenue Service;
"Subsidiary" has the meaning given in section 1159 of the Companies Act 2006;
"Takeover Offer" has the meaning given in Chapter 3 of Part 28 of the Companies Act 2006;
"TelecityGroup" Telecity Group plc, incorporated in England and Wales with registered number 5603875;
"TelecityGroup General Meeting" the general meeting of TelecityGroup Shareholders to be convened to consider and if thought fit pass, inter alia, a special resolution in relation to the Scheme and the Transaction;
"TelecityGroup Group" TelecityGroup and its Subsidiary and associated undertakings;
"TelecityGroup Shareholders" the holders of TelecityGroup Shares;
"TelecityGroup Share Option Schemes" the TelecityGroup plc Deferred Bonus Plan, the TelecityGroup plc Long-Term Incentive Plan 2012, the TelecityGroup plc Performance Share Plan, the TelecityGroup plc Restricted Stock Plan, the TelecityGroup plc IPO Share Option Plan, the TelecityGroup plc
Sharesave Scheme, the TelecityGroup plc International Sharesave Scheme and the TelecityGroup plc Sharesave Scheme - Ireland, each as amended from time to time;
"TelecityGroup Shares" the ordinary shares of £0.002 each in the capital of TelecityGroup;
"Transaction" the proposed acquisition of the entire issued and to be issued share capital of TelecityGroup by Equinix, to be effected by the Scheme as described in this Announcement (or by the Takeover Offer under certain circumstances described in this Announcement);
"Trigger Conditions" has the meaning given on page 3;
"UK Listing Authority" the FCA as the authority for listing in the United Kingdom;
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;
"US" or "United States" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia;
"Voting Record Time" the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the day two days prior to the Court Meeting or any adjournment thereof (as the case may be);
"Wider Equinix Group" Equinix and its subsidiary undertakings, associated undertakings and any other undertaking in which Equinix and/or such undertakings (aggregating their interests) have a significant interest; and
"Wider TelecityGroup Group" TelecityGroup and its subsidiary undertakings, associated undertakings and any other undertaking in which TelecityGroup and/or such undertakings (aggregating their interests) have a significant interest.
This information is provided by RNS
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