14th Aug 2015 12:00
14 August 2015
BOARD CHANGES
Cable & Wireless Communications Plc today announces the following changes to its Board of Directors:
· Robin Freestone will join the Cable & Wireless Communications Plc Board of Directors as a Non-executive Director from 17 August 2015. He will become a member of the Audit, Nomination and Remuneration Committees.
· Ian Tyler will retire as a Non-executive Director, and his role as Chairman of the Audit Committee with effect from 30 September 2015.
Ian will be succeeded as Chair of the Audit Committee by Robin, with effect from 30 September 2015.
Robin is currently a Non-executive Director of Moneysupermarket.com Group PLC, having been appointed on 1 August 2015, and will become a Non-executive Director, and member of the Audit Committee of Smith and Nephew plc with effect from 1 September 2015. He was previously the Chief Financial Officer of Pearson plc between 2006 and August 2015, and prior to that was the Deputy Chief Financial Officer at Pearson. He has also held a number of senior financial positions at Amersham plc from 2000 to 2004, Henkel Ltd from 1995 to 2000 and ICI plc from 1984 to 1995. He started his career at Deloitte (Touche Ross). He sits on the Board of ICAEW as an Advisory Group Member, Financial Reporting Faculty and is a member of the CBI Economic Growth Board and was a Non-Executive director of eChem Ltd from 2000 to 2014. He is currently Deputy Chair of the 100 Group, having been Chair from 2012 to 2014.
Sir Richard Lapthorne, Cable & Wireless Communications Chairman commented:
"On behalf of the Board, I am pleased to welcome Robin Freestone as a Non-executive Director. Robin's breadth of executive and finance experience gained through his successful and extensive career will make a valuable contribution to the Board."
"The Board is extremely grateful for the significant contribution that Ian has made as a Non-executive Director and Chair of the Audit Committee."
No further information is required to be disclosed pursuant to Listing Rule 9.6.13R.
Concert Party
In November 2014, the UK Panel on Takeovers and Mergers ("Panel") deemed the directors of the Company from time to time (and their close relatives) to be acting in concert with Brendan Paddick, Clearwater Holdings (Barbados Limited) ("CHBL"), CVBI Holdings (Barbados) Inc. ("CHBI") (CHBL and CHBI together, "Clearwater"), Columbus Holding LLC ("CHLLC") and John Risley (as ultimate controller of Clearwater) and John Malone (as ultimate controller of CHLLC) (together the "Concert Party"). The Concert Party is deemed to be in existence until the Panel rules otherwise.
On 5 December 2014, the Company's independent shareholders approved a waiver of obligations arising under Rule 9.1 of the Takeover Code (the "Whitewash"). The effect of the Whitewash was to waive the obligation which would normally oblige a member of the Concert Party to make a general offer to all other shareholders to acquire their shares following any acquisition.
The Whitewash permits up to the following numbers of interests in shares to be held by the Concert Party without a mandatory offer obligation arising under Rule 9 of the Takeover Code.
Waiver | Maximum interest in CWC shares | Percentage of issued share capital of CWC |
Waiver in respect of the issue of the Consideration Shares (in addition to the existing share interests of the directors of the Company) | 1,575,708,553 | 36.07
|
Waiver in respect of existing awards under the Performance Share Plan
| 12,381,422 | 0.28 |
Waiver in respect of further awards under the CWC Share Plans | 50,000,000 | 1.15 |
Waiver in respect of CWC Shares acquired by Directors to meet shareholding requirements | 15,000,000 | 0.34 |
Waiver in respect of CWC Shares acquired by Directors in proportion to the amount that they would otherwise have received through the dividend reinvestment plan | 10,000,000 | 0.23 |
Total | 1,663,089,975 | 38.07 |
The Concert Party's aggregate interest in the share capital of the Company as at the date of this announcement 1,574,016,549 shares.
As a result of Ian Tyler's forthcoming retirement as a Non-executive Director of the Company on 30 September 2015, he will no longer be a member of the Concert Party and the Concert Party's interest in the share capital of the Company will be correspondingly reduced by the amount of Ian Tyler's shareholding (4,000 shares as at the date of this announcement) with effect from that date.
With effect from 17 August 2015, Robin Freestone will become a member of the Concert Party. Robin holds no shares in the Company.
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Clare Underwood
Company Secretary
Related Shares:
CWC.L