TIDMDXNS
RNS Number : 3818O
Dixons Retail PLC
06 August 2014
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
FOR IMMEDIATE RELEASE
Recommended all-share merger of
Dixons Retail plc ("Dixons")
and
Carphone Warehouse Group plc ("Carphone")
Suspension of trading of Dixons Shares
Further to the announcement of the recommended all-share merger
of Dixons and Carphone on 26 June 2014, and following an
application by Dixons to the UK Listing Authority and the London
Stock Exchange, the board of Dixons announces that the trading in
Dixons Shares on the London Stock Exchange's main market for listed
securities and the listing of Dixons Shares on the premium listing
segment of Official List of the UK Listing Authority, have each
been suspended with effect from 7.30 a.m. (London time) today, 6
August 2014.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Scheme Document dated 26 June 2014.
For further information:
Dixons Retail plc
David Lloyd-Seed
IR, PR & Corporate Affairs Director
Tel: +44 1727 205065
Citigroup Global Markets Limited (lead financial
adviser and corporate broker to Dixons)
Ben Story
Jan Skarbek
Andrew Seaton (Corporate Broking)
Tel: +44 20 7986 4000
Barclays (financial adviser and corporate broker
to Dixons)
Mark Astaire
Tel: +44 20 7623 2323
Brunswick (PR adviser to Dixons)
Nick Cosgrove
Tel: +44 20 7404 5959
Important notices
Citigroup Global Markets Limited, which is authorised and
regulated in the United Kingdom by the FCA, is acting as lead
financial adviser and corporate broker to Dixons and for no one
else in connection with the Merger and will not be responsible to
anyone other than Dixons for providing the protections afforded to
its clients or for providing advice in connection with the Merger
or any other matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank, which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority, is acting as financial adviser and corporate broker to
Dixons and for no one else in connection with the Merger and will
not be responsible to anyone other than Dixons for providing the
protections afforded to its clients or for providing advice in
connection with the Merger or any other matter referred to
herein
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer,
invitation or the 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, pursuant to the Merger or otherwise nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. The Merger will be effected
solely by means of the Scheme Document which contains the full
terms and conditions of the Merger.
This announcement does not constitute a prospectus or prospectus
equivalent document.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the 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 and regulations of any
jurisdiction outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than in 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. Any failure to
comply with applicable requirements may constitute a violation of
the laws and/or regulations of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Merger disclaim any responsibility or
liability for the violation of such requirements by any person.
The Merger relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act of
1934 (the "Exchange Act"). Accordingly, the Scheme is subject to
the disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules.
However, if Carphone were to elect to implement the Merger by means
of a Merger Offer, such Merger Offer will be made in compliance
with all applicable laws and regulations, including Section 14(e)
of the US Exchange Act and Regulation 14E thereunder. Such a Merger
Offer would be made in the United States by Carphone and no one
else. In addition to any such Merger Offer, Carphone, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in Dixons outside such Merger Offer during the period in which such
Merger Offer would remain open for acceptance. If such purchases or
arrangements to purchase were to be made they would be made outside
the United States and would comply with applicable law, including
the Exchange Act. Any information about such purchases will be
disclosed as required in the UK, will be reported to a Regulatory
Information Service of the UKLA and will be available on the London
Stock Exchange website: www.londonstockexchange.com.
The securities referred to in this announcement (the
"Securities") have not been and will not be registered under the US
Securities Act of 1933 (the "US Securities Act") or under the
securities laws of any state or other jurisdiction of the United
States. Accordingly, the Securities may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act or an exemption therefrom. The
Securities are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act
provided by Section 3(a)(10) thereof. Dixons Shareholders (whether
or not US persons) who are or will be affiliates (within the
meaning of the US Securities Act) of Carphone or Dixons prior to,
or of Carphone after, the Effective Date will be subject to certain
US transfer restrictions relating to the Securities received
pursuant to the Scheme.
The receipt of Securities and cash pursuant to the Merger by a
US Dixons Shareholder may be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other, tax laws. Each Dixons Shareholder is urged to
consult his independent professional advisor immediately regarding
the tax consequences of acceptance of the offer.
Unless otherwise determined by Carphone or required by the Code,
and permitted by applicable law and regulation, the Merger will not
be made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction and no person may vote in favour of the Merger by
any such 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 all documents relating to the Merger are
not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this announcement and all
documents relating to the Merger (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 New Dixons Carphone Shares under the Merger
to Dixons 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 UK should
inform themselves of, and observe, any applicable legal or
regulatory requirements.
Disclosure requirements of the Code
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 Dixons
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) Dixons and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Code 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 Dixons 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 one per cent. or more of any class of relevant
securities of Dixons or of any securities exchange offeror must
make a Dealing Disclosure if the person deals in any relevant
securities of Dixons 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) Dixons and
(ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code
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 Dixons or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Dixons and by
any offeror and Dealing Disclosures must also be made by Dixons, by
any offeror and by any persons acting in concert with any of them
(see Rules 8.1, 8.2 and 8.4 of the Code). 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 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. If you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure, you should contact the Panel's Market
Surveillance Unit on +44 (0) 20 7638 0129.
Publication on websites and availability of hard copies
A copy of this announcement is and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Dixons' website
www.dixonsretail.com by no later than 12 noon (London time) on the
day following this announcement. For the avoidance of doubt, the
contents of that website are not incorporated into and do not form
part of this announcement.
Dixons Shareholders may request a hard copy of this announcement
by contacting Capita Asset Services during business hours on 0871
664 0321 or by submitting a request in writing to Capita Asset
Services at the Registry, 34 Beckenham Road, Beckenham, Kent, BR3
4TU. You may also request that all future documents, announcements
and information to be sent to you in relation to the Merger should
be in hard copy form. Unless you have previously elected to receive
hard copies of any such documents, announcements or information,
hard copies shall not be sent unless specifically requested.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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