REG - TeleCity Group PLC Equinix, Inc - RECOMMENDED CASH AND SHARE OFFER <Origin Href="QuoteRef">EQIX.O</Origin> <Origin Href="QuoteRef">TCY.L</Origin>

EquinixAnnouncement

11/01/2016 15:20

RNS Number : 4842L
Telecity Group PLC
11 January 2016
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.
11 January 2016
RECOMMENDED CASH AND SHARE OFFER
for
Telecity Group plc ("the Company")
by
Equinix (UK) Acquisition Enterprises Limited, a wholly-owned subsidiary of Equinix, Inc. ("Equinix")
Results of Shareholder Meetings
The Board of the Company is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash and share offer by Equinix (UK) Acquisition Enterprises Limited, a whollyowned subsidiary of Equinix, to acquire the entire issued and to be issued ordinary share capital of the Company to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006, TelecityGroup Shareholders approved all the resolutions proposed at both meetings by the requisite majorities.
Full details of these resolutions were set out in the notices of the Court Meeting and the General Meeting contained in the circular to TelecityGroup Shareholders dated 24November 2015 (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.
The number of TelecityGroup Shares in issue at 6.00 p.m. (GMT) on 7 January 2016 was 203,062,164.
Voting results of the Court Meeting
Results of the poll at the Court Meeting held on 11 January 2016 were as follows:

Number of Scheme Shareholders who voted
% of Scheme Shareholders who voted
Number of Scheme Shares voted
% of Scheme Shares voted
Number of Scheme Shares voted as a % of the issued share capital of the Company
FOR
152
90.48
94,843,705
91.85
46.71
AGAINST
16
9.52
8,411,913
8.15
4.14
TOTAL
168
100
103,255,618
100
50.85
Voting results of the General Meeting
The special resolution was proposed at the General Meeting to implement the Scheme and certain related matters as set out in the Scheme Document. The special resolution was decided on a poll and duly passed.
Results of the vote at the General Meeting held on 11 January 2016 were as follows:

FOR
AGAINST
TOTAL
WITHHELD*

No. of Votes
% of Votes
No. of Votes
% of Votes
No. of Votes
No. of Votes
Special resolution
94,895,018
91.86
8,411,913
8.14
103,306,931
669,447
* A vote withheld is not a vote in law and counts neither "For" nor "Against" the special resolution.
Next Steps and Timetable
The Scheme remains subject to the sanction by the Court at the Scheme Court Hearing, which is expected to take place on 13 January 2016, and the satisfaction (or, if capable of waiver, the waiver) of other Conditions to the Scheme.
If the Court sanctions the Scheme, it is intended that dealings in TelecityGroup Shares will be suspended with effect from 7.30 a.m. (GMT) on 15January 2016 and that the listing of TelecityGroup Shares on the premium listing segment of the Official List and the main market of the London Stock Exchange will be cancelled with effect from 8.00 a.m. (GMT) on 18 January 2016.
It is expected that the Scheme Court Order sanctioning the Scheme will be delivered to the Registrar of Companies during the morning of 15 January 2016 whereupon the Scheme will become effective. An announcement confirming that the Scheme has become effective will be released by the Company and Equinix in the afternoon of 15 January 2015.
Settlement of the consideration to which any holder of Scheme Shares is entitled under the Offer will be effected as soon as practicable after the Effective Date, and in any event not later than 14 days after that date.
The expected timetable of principal events relating to the Scheme is set out on page twelve of the Scheme Document. 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. 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 its website at www.telecitygroup.com.
The full text of the resolutions will be submitted to the National Storage Mechanism and will be available in due course for inspection at www.morningstar.co.uk/uk/NSM as well as on the Company's website (www.telecitygroup.com). 
Enquiries
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

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 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 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.
Copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
Additional information for US investors
None of the securities referred to in the Scheme Document have been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
The Equinix Consideration Shares to be issued under the Scheme have not been registered under the U.S. Securities Act, or applicable state securities laws and are being issued in reliance on the exemption from registration set forth in Section 3(a)(10) thereof on the basis of the approval of the Court.
Any securities to be offered in the Scheme or pursuant to the Offer as described in the Scheme Document have not been and will not be registered under the Securities Act, or under the securities laws of any state, province, territory, district or other jurisdiction of the United States, or of Canada, Australia or Japan. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from applicable requirements of such jurisdictions.
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 is 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. (GMT) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (GMT) 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. (GMT) 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 website at www.telecitygroup.com. For the avoidance of doubt, the contents of that website 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.
1 Calls 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).
2 Calls are toll free from inside the USA.

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