11th Nov 2008 07:00
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
11 November 2008
RECOMMENDED CASH OFFER
by
CABLE & WIRELESS HOLDCO LIMITED
a wholly-owned subsidiary of
CABLE AND WIRELESS PLC
for
THUS GROUP PLC
COMPULSORY ACQUISITION OF OUTSTANDING THUS GROUP PLC SHARES
On 14 July 2008, Cable & Wireless Holdco Limited (C&W Holdco), a wholly-owned subsidiary of Cable and Wireless plc (Cable & Wireless), made a cash offer for the entire issued and to be issued share capital of THUS Group plc (THUS). The Board of THUS issued an announcement recommending that THUS Shareholders accept the Offer on 29 August 2008.
On 1 October 2008, the Board of C&W Holdco declared the Offer unconditional in all respects and on 30 October THUS' shares were cancelled from listing on the Official List and from trading on the London Stock Exchange.
Compulsory acquisition of THUS Shares
The Board of C&W Holdco announces that as at 1.00 p.m. (London time) on 10 November 2008, C&W Holdco owned or had received valid acceptances in respect of over 90 per cent. in value of the share capital of THUS to which the Offer relates and over 90 per cent of the voting rights carried by those shares.
Accordingly, the Board of C&W Holdco announces that it is implementing the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 (the Act), as set out in the Offer Document Part 1, Paragraph 12. The Board of C&W Holdco has today posted formal notices under sections 979 and 980 of the Act to THUS Shareholders who have not yet accepted the Offer. The transfer of THUS Shares in accordance with the compulsory acquisition notices will take place on 23 December 2008, being six weeks from the date of the compulsory acquisition notice.
The Offer will remain open for acceptance until 1.00 p.m. (London time) on 23 December 2008. THUS Shareholders should be aware that they may still accept the Offer, whilst it remains open for acceptance, rather than wait for their THUS Shares to be compulsorily acquired by C&W Holdco.
THUS Shareholders who have not yet accepted the Offer and who hold THUS Shares in certificated form are encouraged to complete, sign and return the Form of Acceptance by hand (during normal business hours) or by post as soon as possible to Equiniti at Corporate Actions, The Causeway, Worthing, West Sussex, BN99 6DA. If you hold your THUS Shares in uncertificated form (that is, in CREST) you are encouraged to accept the Offer by TTE Instruction as soon as possible.
Full details of how to accept the Offer in respect of certificated and uncertificated THUS Shares are set out in the Offer Document and, in the case of certificated THUS Shares, the accompanying Form of Acceptance. Additional Forms of Acceptance are available from Equiniti, by telephoning 0871 384 2908 or, if calling from outside the UK, on +44 121 415 0285.
Other
The directors of Cable & Wireless and C&W Holdco accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Cable & Wireless and C&W Holdco (who have taken all reasonable care that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Terms used in this announcement shall have the meaning given to them in the Offer Document dated 14 July 2008, unless the context requires otherwise.
Enquiries
For further information please contact:
|
Equiniti |
|||
|
Within the U.K |
0871 384 2908 |
||
|
Outside the U.K. |
+44 121 415 0285 |
||
|
(available between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday, except U.K. public holidays) |
|||
|
Cable & Wireless |
|||
|
Ashley Rayfield |
Director, Investor Relations |
+44 (0)20 7315 4460 |
|
|
Mat Sheppard |
Manager, Investor Relations |
+44 (0)20 7315 6225 |
|
|
Lachlan Johnston |
Director, Public Relations |
+44 (0)7800 021 405 |
|
|
Finsbury |
|||
|
Rollo Head |
+44 (0)20 7251 3801 |
||
|
Gleacher Shacklock(Joint financial adviser to Cable & Wireless) |
+44 (0)20 7484 1150 |
||
|
Tim Shacklock |
|||
|
Edward Cumming-Bruce |
|||
|
Rothschild(Joint financial adviser to Cable & Wireless) |
+44 (0)20 7280 5000 |
||
|
Richard Murley |
|||
|
Hoare Govett(Joint broker to Cable & Wireless) |
+44 (0)20 7678 8000 |
||
|
Sara Hale |
|||
|
Bob Pringle |
|||
|
JPMorgan Cazenove(Joint broker to Cable & Wireless) |
+44 (0)20 7522 2828 |
||
|
Jonathan Wilcox |
|||
|
Hugo Baring |
|||
Further information
The availability of the Offer to persons who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Such persons should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions.
Unless otherwise determined by Cable & Wireless, the Offer is not being made, directly or indirectly, in or into any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and the Offer is capable of acceptance from or within any such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would constitute a breach of securities laws in that jurisdiction, and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
This announcement is not and does not form any part of an offer to sell or an invitation to purchase any securities or the solicitation of any offer to sell in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by the Offer Document and the Form of Acceptance, which contain the full terms and conditions of the Offer (including details of how the Offer may be accepted). Any acceptance or other response to the Offer should be made only on the basis of the information in the Offer Document and the Form of Acceptance.
This announcement has been prepared for the purposes of complying with 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 and regulations of any jurisdiction outside of the United Kingdom.
Further details in relation to overseas shareholders are contained in the Offer Document.
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cable & Wireless and C&W Holdco and no one else in connection with the Offer. Gleacher Shacklock will not be responsible to anyone other than Cable & Wireless and C&W Holdco for providing the protections afforded to clients of Gleacher Shacklock, nor for providing advice in relation to the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cable & Wireless and C&W Holdco and no one else in connection with the Offer. Rothschild will not be responsible to anyone other than Cable & Wireless and C&W Holdco for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Offer.
Related Shares:
CWC.L