REG - TeleCity Group PLC Equinix, Inc - Publication of Scheme Document <Origin Href="QuoteRef">EQIX.O</Origin> <Origin Href="QuoteRef">TCY.L</Origin>

EquinixAnnouncement

24/11/2015 07:02

RNS Number : 6984G
Telecity Group PLC
24 November 2015
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.
24 November 2015 
TELECITY GROUP PLC
Publication of Scheme Document for Recommended Offer for TelecityGroup by Equinix
On 29 May 2015, the Boards of Telecity Group PLC ("TelecityGroup") and Equinix, Inc ("Equinix") announced that they had agreed the terms of a recommended cash and share offer under which Equinix (or one of its wholly-owned subsidiaries) will acquire the entire issued and to be issued ordinary share capital of the Company (the "Offer"). 
As announced on 13 November 2015 the proposed transaction has received the necessary regulatory approvals to satisfy the pre-condition to the Offer, in accordance with Appendix 1 of the Rule 2.7 Announcement. The Offer is to be effected by means of a scheme of arrangement of the Company under Part 26 of the Companies Act 2006 (the "Scheme").
TelecityGroup is pleased to announce that the scheme circular for TelecityGroup Shareholders (the "Scheme Document"), which sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement (in compliance with section 897 of the Companies Act 2006), an update on recent trading and guidance, notice of the court meeting and general meeting, together with the action to be taken by TelecityGroup Shareholders, is being sent to TelecityGroup Shareholders today. 
The Scheme Document will be available on the Company's website (www.telecitygroup.com). A copy of the Scheme Document will also be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM.
Notices of the Court Meeting and General Meeting
Notices of the Court Meeting and the General Meeting, which will both be held at The Lincoln Centre, 18 Lincoln's Inn Fields, London WC2A 3ED on 11 January 2016, are set out in the Scheme Document. The Court Meeting will start at 11.00 a.m. and the General Meeting at 11.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).
Timetable
An expected timetable of principal events relating to the Scheme is attached to this announcement. The expected date of the Scheme Court Hearing (to sanction the Scheme) and each of the subsequent dates set out in this timetable could be subject to change. These dates will depend, among other things, on the date on which the regulatory and other Conditions to the Scheme and the Offer are satisfied or, if capable of waiver, waived.
If any of the key dates set out in the timetable change, the Company will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Company's and Equinix's websites at www.telecitygroup.com and www.equinix.com, respectively.
Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.
For further information, please contact:
TelecityGroup (Media)

James Tyler
+44 207 001 0076


TelecityGroup (Investor relations)

Rosie Wilkins
+44 203 229 1138


Goldman Sachs International (Lead Financial Adviser, Rule 3 Adviser and Joint Corporate Broker to TelecityGroup)
+44 207 774 1000
Anthony Gutman
Richard Cormack
Nicholas van den Arend
Alex Garner



Oakley Capital Limited (Financial Adviser and Rule 3 Adviser to TelecityGroup)
+44 207 766 6933
Christian Maher
Anthony Yaneza
Marc Jones
Victoria Boxall



Barclays Bank PLC, acting through its Investment Bank (Financial Adviser and Joint Corporate Broker to TelecityGroup)
+44 207 623 2323
Matthew Smith
Jim Renwick
Joe Valenti



Greenhill & Co International LLP (Financial Adviser to TelecityGroup)
+44 207 198 7400
David Wyles
Pieter-Jan Bouten



Brunswick (Public relations adviser to TelecityGroup)
+44 207 404 5959
Sarah West
Aideen Lee


Notes to Editors
Telecity Group PLC
TelecityGroup is a leading European data centre provider, operating facilities in city locations across Europe.
TelecityGroup's data centres provide secure and highly-connected environments for the IT and telecoms equipment that powers the digital economy. Its data centres are enabling environments in which the separate networks that make up the internet meet and where bandwidth intensive applications, content and information are hosted. 
TelecityGroup's customers are the networks and providers of content, applications and data that make up the internet. Customers choose TelecityGroup because of its high-quality infrastructure and service standards, connectivity options and capacity to support their future growth. 
Telecity Group PLC is listed on the London Stock Exchange (LSE: TCY).
www.telecitygroup.com/investor-centre/investor-centre-home.htm
Neither the content of the website referred to in this announcement nor the content of any other websites accessible from hyperlinks on that website is incorporated into, or forms part of, this announcement.
Directors' responsibility statement
The Directors of TelecityGroup accept responsibility for the information contained in this document. To the best of the knowledge and belief of the 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.
Cautionary note regarding forward-looking statements 
This announcement contains statements which constitute "forward-looking statements". Forward-looking statements include any statements related to the proposed transaction and the expected benefits or estimated synergies resulting from a transaction with Equinix and are generally identified by words such as 'believe', 'expect', 'anticipate', 'intend', 'estimate', 'will', 'may', 'continue', 'should', and other similar expressions. Forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of TelecityGroup, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking statements. 
In addition, there can be no assurance that the proposed transaction with Equinix will be completed in a timely manner, or at all. TelecityGroup does not undertake to update any of the forward-looking statements after this date to conform such statements to actual results, to reflect the occurrence of anticipated results or otherwise, except to the extent legally required.
Other than where expressly indicated, no statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that earnings per TelecityGroup or Equinix ordinary share for any period would necessarily match or exceed the historical published earnings per TelecityGroup or Equinix shares. 
Important notices
Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the Offer 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 the Company and no one else in connection with the Offer 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 or for providing advice in connection with the Offer or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays, or for providing advice in connection with the Offer or any matter referred to herein.
Greenhill & Co. International LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no one else in connection with the Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Greenhill & Co. International LLP, or for providing advice in connection with the Offer or any matter referred to herein.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction.
The Offer will be made solely by means of the Scheme Document or any document by which the Offer is made which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the acquisition.
The Company and Equinix urge TelecityGroup Shareholders to read the Scheme Document because it contains important information relating to the Offer.
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. This announcement has been prepared for the purposes of complying with English law, the Listing Rules 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 any jurisdictions outside the United Kingdom.
Unless otherwise determined by Equinix or required by the City Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such means from within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a 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.
The availability of the Offer 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.
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.
TelecityGroup Shareholders that are tax resident in the United States should be aware that the exchange of their TelecityGroup Shares or TelecityGroup ADRs for Equinix Consideration Shares and/or cash as described in the Scheme Document is expected to be a taxable exchange for US federal income tax purposes and may have tax consequences to them in the United Kingdom. TelecityGroup Shareholders who are resident in, or citizens of, the United States are advised to consult their own tax advisers to determine the particular United States tax consequences to them of the Scheme in light of their particular situation, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local, or other taxing jurisdiction.
TelecityGroup Shareholders within the charge to UK corporation tax or capital gains tax and TelecityGroup Shareholders who are tax resident in the United States should note that the Offer will not qualify for "rollover relief" for UK tax purposes and is expected to be a taxable exchange for US tax purposes with the effect that such TelecityGroup Shareholders would be treated as disposing of their TelecityGroup Shares as a result of the Offer, irrespective of the extent to which they receive their consideration in cash or in Equinix Consideration Shares. TelecityGroup Shareholders who are in any doubt as to their tax position, should contact their professional adviser immediately.
The Offer 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 United States. Any financial statements or other financial information included in the Scheme Document 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 United States. 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 Offer, since the Company is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares in the Company may not be able to sue the Company or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel the Company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.
If, in the future, Equinix and Bidco exercise the right to implement the Offer by way of a takeover offer in accordance with the Co-operation Agreement, any securities to be issued under the Offer may be issued in reliance upon the exemption from the registration requirements of the Securities Act pursuant to Rule 802 thereunder, if such exemption is available. Alternatively, any securities to be issued under the Offer may be registered under the Securities Act. If the Offer is implemented by way of a takeover offer, it will be done in compliance with the applicable tender offer rules under the US Securities Exchange Act, including any applicable exemptions provided under Rules 14d-1(c) and 14d-1(d) thereunder.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City 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 City 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 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 Takeover 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, subject to certain restrictions in relation to persons resident, located or with a registered address in certain overseas jurisdictions, on the Company's and Equinix's websites at www.telecitygroup.com and www.equinix.com, respectively. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.
You may request a hard copy of this announcement by writing to Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling them on 0871 664 03001 from within the UK or on +44 (0)20 8639 3399 if calling from outside the UK. 
If you hold Telecity ADRs, you should instead make the request by writing to Deutsche Bank Trust Company Americas, c/o American Stock Transfer & Trust Company, Peck Slip Station, P.O. Box 2050, New York, NY 10272-2050, USA or by calling them on +1 866 249 25932 from within the US or +1 718 921 8137 from outside the US.
You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
1Calls cost 10p per minute plus network charges. Lines are open from 8.30 am to 5.30 pm, Monday to Friday (excluding UK public holidays).
2Calls are toll free from inside the USA.


EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown are London times unless otherwise stated.
Event
Expected time/date
Latest time for lodging Forms of Proxy for: 
Court Meeting (BLUE form) 
General Meeting (WHITE form)
Voting Record Time

11.00 a.m. on 7 January 2016(1)
11.15 a.m. on 7 January 2016(1)
6.00 p.m. on 7 January 2016(2)
Court Meeting
11.00 a.m. on 11 January 2016
General Meeting
11.15 a.m. on 11 January 2016(3)
The following times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Court sanctions the Scheme, and (ii) the Scheme Court Order sanctioning the Scheme is delivered to the Registrar of Companies. 
If the expected dates of the Court Hearings are changed, the Company will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service. Further updates or changes to other times or dates indicated below shall, at the Company's discretion, be notified in the same manner.
Election Return Date (being the latest time for receipt of Forms of Election or Electronic Elections from CREST holders)
1.00 p.m. on 12 January 2016(4)
Scheme Court Hearing
13 January 2016
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, TelecityGroup Shares
14 January 2016
Suspension of dealings in TelecityGroup Shares
5.00 p.m. on 14 January 2016
Scheme Record Time
6.00 p.m. on 14 January 2016
Effective Date of the Scheme
15 January 2016 ("S")(5)
Cancellation of listing of TelecityGroup Shares on the premium listing segment of the Official List and the main market of the London Stock Exchange
by 8.00 a.m. on S+1
Listing of, and commencement of dealings in, Equinix Consideration Shares on NASDAQ
by 5.00 p.m. on S+1
Equinix Consideration Shares registered through the DRS
by 5.00 p.m. on S+1
Equinix CDIs credited in CREST accounts
on or around S+1
Despatch of statements of entitlement relating to Equinix Consideration Shares held through DRS
within 14 days of the Effective Date
Despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme and/or in respect of fractional entitlements to Equinix Consideration Shares (as applicable)
within 14 days of the Effective Date
Latest date by which Scheme must be implemented
Long Stop Date(6)
Notes:
(1) The BLUE Form of Proxy for the Court Meeting, if not lodged by the time stated above, may be handed to a representative of the Registrars or the Chairman of the Court Meeting before the start of that Meeting. However, in order to be valid, the WHITE Form of Proxy must be lodged no later than 11.15 a.m. on 7 January 2016 (or, if the General Meeting is adjourned, 48 hours before the time fixed for such adjourned Meeting). Please see "Action to be taken" on pages 8 to 10 of the Scheme Document.
(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the second Business Day before the date set for such adjourned Meeting.
(3) To commence at 11.15 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.
(4) The Forms of Election must be lodged with the Registrars, Capita Asset Services, and/or the Electronic Election must be settled, by no later than 1.00 p.m. on 12 January 2016 in order for it to be valid.
(5) 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 so as to maintain qualification as a REIT, the Effective Date will be (i) within the first 30 days of the calendar quarter immediately following satisfaction or waiver of the Conditions, or (ii) as early as practicable within the first 30 days of the calendar quarter in which the last of the Conditions is satisfied or waived if that Condition is satisfied or waived on or within the first 15 days of a calendar quarter, unless Equinix notifies the Company that the Effective Date can occur at any other time in that quarter.
(6) The latest date by which the Scheme must be implemented may be extended by agreement between the Company and Equinix with the prior consent of the Takeover Panel and (if required) the approval of the Court.

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