TIDMTALK
RNS Number : 7388Q
TalkTalk Telecom Group PLC
01 March 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 March 2021
RECOMMED ACQUISITION
of
TALKTALK TELECOM GROUP PLC
by
TOSCA IOM LIMITED
to be implemented by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Results of Meetings
On 17 December 2020, it was announced that the board of Tosca
IOM Limited (the "Offeror") and the independent directors of
TalkTalk Telecom Group PLC ("TalkTalk" or the "Company") had
reached agreement on the terms of a recommended acquisition by the
Offeror of the entire issued and to be issued share capital of
TalkTalk. The Acquisition is to be implemented by way of a
Court-approved scheme of arrangement (the "Scheme").
The scheme document in relation to the Scheme (the "Scheme
Document"), together with the associated Forms of Proxy and Form of
Election, were published and posted to TalkTalk Shareholders (other
than to TalkTalk Shareholders in certain Restricted Jurisdictions)
and, for information only, to persons with information rights and
participants in the TalkTalk Share Plans on 5 February 2021.
The Independent TalkTalk Directors are pleased to announce that,
at the Court Meeting and the General Meeting (together, the
"Meetings") convened in relation to the Scheme and held earlier
today, all of the resolutions proposed, details of which are set
out in the notices of the Meetings contained in Parts XI and XII of
the Scheme Document, were duly passed by the requisite majorities
and accordingly the Scheme was approved.
Voting results of the Court Meeting
A majority in number of the eligible Scheme Shareholders who
voted (either in person or by proxy), representing not less than 75
per cent. in value of the Scheme Shares held by eligible Scheme
Shareholders approved the Scheme at the Court Meeting.
As set out in the Scheme Document, no votes were cast at the
Court Meeting in respect of the TalkTalk Shares beneficially owned
by the Tosca Investors.
The table below sets out the results of the poll at the Court
Meeting. Each eligible Scheme Shareholder, present in person or by
proxy, was entitled to one vote per Scheme Share held at the Voting
Record Time:
Votes against the
Total votes Votes for the Scheme Scheme
-------------------------------------- ------------------------------------ ------------------------------------
No. of No. of
eligible eligible
No. of eligible Scheme Scheme
No. of eligible Scheme Shares No. of eligible Shares No. of eligible Shares
Scheme represented Scheme Shareholders represented Scheme Shareholders represented
Shareholders* (and %) (and %)* (and %) (and %)* (and %)
556,972,011 548,809,387 8,162,624
580 48.59% 472 81.38% 98.53% 108 18.62% 1.47%
* Totals in person and by proxy
As at the Voting Record Time, being 6.30 p.m. on 25 February
2021, the total number of Scheme Shares eligible to vote on the
Scheme was 1,146,269,670.
Voting results of the General Meeting
The table below sets out the results of the poll taken at the
General Meeting.
TalkTalk Shareholders voted at the General Meeting to pass the
Special Resolution in connection with amending the Company's
articles of association, re-registering the company as a private
company and authorising the directors of TalkTalk to take all such
action as they may consider necessary or appropriate for carrying
the Scheme into effect.
Each TalkTalk Shareholder, present in person or by proxy, was
entitled to one vote per TalkTalk Share held at the Scheme Voting
Record Time.
Number of voting TalkTalk Percentage of voting
Shares voted TalkTalk Shares voted
For 877,058,699 98.40%
-------------------------- -----------------------
Against 14,304,571 1.60%
-------------------------- -----------------------
Withheld 71,386
-------------------------- -----------------------
Total votes cast 891,363,270 100.00%
-------------------------- -----------------------
A vote withheld is not a vote in law and does not count in the
total of votes cast.
Any proxy appointments which gave discretion to the chairman of
the meeting have been included in the 'For' total.
The issued share capital of TalkTalk was 1,146,269,670 ordinary
shares of 0.1 of a penny each.
A copy of the Special Resolution passed at the General Meeting
has been submitted to the National Storage Mechanism and will
shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected timetable of principal events
The outcome of the Court Meeting and General Meeting means that
Conditions 2(a) to 2(c) (inclusive) (as set out in Section A of
Part III of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the
satisfaction or, if appropriate, waiver of the other Conditions set
out in the Scheme Document, including, amongst other things, the
sanction of the Scheme by the Court. The Court Hearing is expected
to take place on 10 March 2021. It should be noted that the last
day of dealings in, and for registration of transfers of, and
disablement in CREST of, TalkTalk Shares will be on the business
day following the Scheme Hearing (which is expected to be 11 March
2021).
Subject to the Court approving the Scheme and the Court Order
being duly delivered to the Registrar of Companies, it is
anticipated that the Scheme will become Effective on 12 March 2021.
Accordingly, it is intended that dealings in TalkTalk Shares will
be suspended at 7.30 a.m. on 12 March 2021.
If the Court sanctions the Scheme, it is intended that the
listing of the TalkTalk Shares on the Official List and the
admission to trading of TalkTalk Shares on the main market for
listed securities of the London Stock Exchange will, respectively,
be cancelled with effect from 8.00 a.m. on 15 March 2021.
These dates are indicative only and will depend, amongst other
things, on the date on which the Court sanctions the Scheme. If the
expected dates change, the Company will give notice of the changes
in an announcement through a Regulatory Information Service.
Words and expressions defined in the Scheme Document shall,
unless the context provides otherwise, have the same meanings in
this announcement.
The person responsible for arranging the release of this
announcement on behalf of the Company is Tim Morris, Group General
Counsel and the Company Secretary of the Company.
Enquiries:
Panmure Gordon (UK) Limited (financial Tel: +44 (0) 20 7886 2500
adviser to the Offeror)
Dominic Morley
Nick Lovering
Alina Vaskina
Maitland/AMO (Media enquiries for Tosca Tel: +44 (0) 207 379 5151
Penta)
Neil Bennett
Jason Ochere
Barclays Bank PLC, acting through its Tel: +44 (0) 20 7623 2323
Investment Bank (Joint lead financial
adviser, joint Rule 3 adviser and joint
corporate broker to TalkTalk)
Robert Mayhew
Derek Shakespeare
Alex Evans
Akshay Majithia
Deutsche Bank AG, London Branch (Joint Tel: +44 (0) 20 7545 8000
lead financial adviser, joint Rule
3 adviser and joint corporate broker
to TalkTalk)
James Arculus
David Ibanez
Anna Mills
Lazard & Co., Limited (financial adviser Tel: +44 (0) 20 7187 2000
to TalkTalk)
Cyrus Kapadia
Nicholas Page
TalkTalk
Tim Warrington, Head of Investor Relations Tel: +44 (0) 7775 414 240
Dominic Laurie, Head of Communications Tel: +44 (0) 7814 810 626
and Campaigns
Important notices relating to financial advisers
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser exclusively for the Offeror and Tosca
Penta and for no-one else in connection with the Acquisition and
the matters described in this announcement and will not be
responsible to anyone other than the Offeror and Tosca Penta for
providing the protections afforded to clients of Panmure Gordon nor
for providing advice in relation to the Acquisition or any other
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 in the United Kingdom, is acting exclusively for
TalkTalk as joint lead financial adviser, joint Rule 3 adviser and
joint corporate broker and for no-one else in connection with the
Acquisition and the matters described in this announcement and will
not be responsible to anyone other than TalkTalk for providing the
protections afforded to clients of Barclays or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
TalkTalk securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank AG is authorised by the Prudential Regulation Authority with
deemed variation of permission. It is subject to regulation by the
Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the Temporary
Permissions Regime, which allows EEA-based firms to operate in the
UK for a limited period while seeking full authorisation, are
available on the Financial Conduct Authority's website.
Deutsche Bank AG, London Branch ("Deutsche Bank") is acting
exclusively for TalkTalk as its joint lead financial adviser, joint
Rule 3 adviser and joint corporate broker and for no other person
in relation to the Acquisition and the matters described in this
announcement, and Deutsche Bank will not be responsible to any
person other than TalkTalk for providing the protections afforded
to its clients or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
for TalkTalk and for no one else in connection with the Acquisition
and will not be responsible to anyone other than TalkTalk for
providing the protections afforded to its clients or for providing
advice in connection with the Acquisition. Neither Lazard &
Co., Limited nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard & Co., Limited in
connection with this document, any statement contained herein, the
Acquisition or otherwise.
Notice to US investors
The Consideration Shares are expected to be issued in the United
States in reliance upon the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10)
thereof.
For the purposes of qualifying for the exemptions from the
registration requirements of the US Securities Act afforded by
Section 3(a)(10), TalkTalk will advise the Court through counsel
that the Court's sanction of the Scheme will be relied upon by the
Offeror as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to TalkTalk
Shareholders at which hearing all such shareholders are entitled to
appear in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification
has been given to all TalkTalk Shareholders.
TalkTalk Shareholders who are, or will be, affiliates of the
Offeror after the Effective Date will be subject to certain US
transfer restrictions relating to the Consideration Shares received
pursuant to the Scheme. Otherwise, the Consideration Shares
generally should not be treated as "restricted securities" within
the meaning of Rule 144(a)(3) under the US Securities Act and
persons who receive securities under the Scheme (other than certain
affiliates of the Offeror) may resell them without restriction
under the US Securities Act.
The receipt of Consideration Shares or cash pursuant to the
Acquisition by a US TalkTalk Shareholder will be a taxable
transaction for US federal income tax purposes, and may also be a
taxable transaction under applicable state and local tax laws, as
well as foreign and other tax laws. Each TalkTalk Shareholder is
urged to consult their independent professional advisor immediately
regarding the tax consequences of the Acquisition. US TalkTalk
Shareholders should also read sub-paragraph 18.2 of Part II
(Explanatory Statement) of the Scheme Document.
It may be difficult for US TalkTalk Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since the Offeror and TalkTalk are located in countries other
than the United States, and some or all of their officers and
directors may be residents of countries other than the United
States. US TalkTalk Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgment.
None of the securities referred to in this announcement have
been approved or disapproved by 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 information contained in this document.
Any representation to the contrary is a criminal offence in the
United States.
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 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 Code, any person who is, or becomes,
interested in one 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 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)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 websites
A copy of this announcement, the Scheme Document and the
documents required to be published pursuant to Rule 26 of the Code
will be available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
TalkTalk's website at www.talktalkgroup.com , on Toscafund's
website at www.toscafund.com and on Penta's website at
www.pentacapital.com by no later than 12 noon on the Business Day
following the date of this announcement and up to and including the
Effective Date.
Neither the content of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this announcement.
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END
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