27th Aug 2008 07:30
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
27 August 2008
CASH OFFER
by
CABLE & WIRELESS HOLDCO LIMITED
a wholly-owned subsidiary of
CABLE AND WIRELESS PLC
for
THUS GROUP PLC
LEVEL OF ACCEPTANCES AND EXTENSION OF THE OFFER
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 directors of C&W Holdco are pleased to announce that, as at 1.00 p.m. (London time) on 26 August 2008, being the second closing date of the Offer, valid acceptances of the Offer had been received in respect of 88,906,967 THUS Shares representing approximately 48.6 per cent. of the issued share capital of THUS. This represents acceptances from 131,089 THUS shareholders in number, equivalent to 42.1 per cent. of THUS shareholders.
As a result of share purchases on 30 June 2008, C&W Holdco holds 54,726,677 THUS Shares which represents approximately 29.9 per cent. of the issued share capital of THUS.
Accordingly, as at 1.00 p.m. (London time) on 26 August 2008, C&W Holdco owned or had received valid acceptances in respect of a total of 143,633,644 THUS Shares which represents approximately 78.5 per cent. of the issued share capital of THUS.
The directors of C&W Holdco announce that the Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until the next closing date which will be 1.00 p.m. (London time) on 9 September 2008. Any subsequent extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer was otherwise due to close, or such later time or date as the Panel may agree.
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 but in any event so as to be received no later than 1.00 p.m. (London time) on 9 September 2008 by 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 and, in any event, so as to be settled not later than 1.00 p.m. (London time) on 9 September 2008.
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.
Save as disclosed above, neither Cable & Wireless nor any person acting in concert with Cable & Wireless for the purposes of the Offer is interested in or has any rights to subscribe for any THUS Shares nor does any such person have any short position or any arrangement in relation to THUS Shares. For these purposes "arrangement" includes any agreement to sell or any dealing obligation or right to require another person to purchase or take delivery of, and borrowing or lending of, THUS Shares. An "arrangement" also includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to THUS Shares which may be an inducement to deal or refrain from dealing in such securities. "Interest" includes any long economic exposure, whether conditional or absolute, to changes in the prices or securities and a person is treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to securities.
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:
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Equiniti |
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Within the U.K |
0871 384 2908 |
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Outside the U.K. |
+44 121 415 0285 |
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(available between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday, except U.K. public holidays) |
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Cable & Wireless |
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Ashley Rayfield |
Director, Investor Relations |
+44 (0)20 7315 4460 |
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Lachlan Johnston |
Director, Public Relations |
+44 (0)7800 021 405 |
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Finsbury |
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Rollo Head |
+44 (0)20 7251 3801 |
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Gleacher Shacklock(Joint financial adviser to Cable & Wireless) |
+44 (0)20 7484 1150 |
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Tim Shacklock |
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Edward Cumming-Bruce |
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Rothschild(Joint financial adviser to Cable & Wireless) |
+44 (0)20 7280 5000 |
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Richard Murley |
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Hoare Govett(Joint broker to Cable & Wireless) |
+44 (0)20 7678 8000 |
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Sara Hale |
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Bob Pringle |
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JPMorgan Cazenove(Joint broker to Cable & Wireless) |
+44 (0)20 7522 2828 |
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Jonathan Wilcox |
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Hugo Baring |
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*Calls to this number are charged at 8p per minute from a BT landline. Other telephone providers' costs may vary.
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 be 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.
DEALING DISCLOSURE REQUIREMENTS:
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of THUS, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of THUS, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of THUS by Cable & Wireless or THUS, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
Related Shares:
CWC.L