15th Jul 2008 07:10
OFFER UPDATE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 July 2008
Cash Offer
by
Cable & Wireless Holdco Ltd
a wholly-owned subsidiary of
Cable and Wireless plc
for
THUS Group plc
Posting of Offer Document
On 30 June 2008, Cable and Wireless plc ("Cable & Wireless") and THUS Group plc ("THUS") announced the terms of a cash offer to be made by a wholly owned subsidiary of Cable & Wireless for THUS (the "Offer"). Cable & Wireless announces today that the document containing the full terms and conditions of the Offer (the "Offer Document") was posted to THUS Shareholders at 5pm on 14 July 2008, together with the Form of Acceptance for THUS Shareholders holding THUS Shares in certificated form.
To accept the Offer for THUS Shares held in certificated form, THUS Shareholders should complete, sign and return the Form of Acceptance, which accompanies the Offer Document, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible and, in any event, so as to be received by Equiniti Registrars by no later than 1.00 pm on 12 August 2008.
To accept the Offer for THUS Shares held in uncertificated form (that is, in CREST), THUS Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 pm on 12 August 2008.
Copies of the Offer Document, the Form of Acceptance (for use by holders of THUS Shares in certificated form only) and the documents listed in paragraph 12 of Appendix 3 to the Offer Document are available for inspection during normal business hours on any business day at the offices of Allen & Overy LLP, One Bishops Square, London E1 6AD while the Offer remains open for acceptance.
Terms used but not defined in this announcement shall have the meaning given to them in the Offer Document. ENQUIRIES:
For further information please contact:
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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 021405 |
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Press office |
+44 (0)1344 818888 |
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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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Smithfield (PR adviser to THUS) |
+44 (0)20 7360 4900 |
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John Antcliffe |
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cable & Wireless and the Offeror and no one else in connection with the Offer and the matters referred to in the Offer Document and will not be responsible to anyone other than Cable & Wireless and Offeror for providing the protections afforded to clients of Gleacher Shacklock or for providing advice in relation to the Offer or for the contents of this announcement and the accompanying documents or for any of the matters or arrangements referred to herein or therein.
Rothschild, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cable & Wireless and Offeror and no one else in connection with the Offer and the matters referred to in the Offer Document and will not be responsible to anyone other than Cable & Wireless and Offeror for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer or for the contents of this announcement and the accompanying documents or for any of the matters or arrangements referred to herein or therein.
Further information on the Offer
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 will not 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 will not be 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 does not constitute or form any part of an offer to sell or an invitation to purchase any securities or the solicitation of an offer to sell or purchase securities in any jurisdiction pursuant to the Offer or otherwise. The Offer will be carried out solely through 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. THUS Shareholders are strongly advised to read carefully the formal documentation in relation to the Offer once it has been despatched.
This announcement has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers (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 of the United Kingdom.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the 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 THUS by such person (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 Code, all "dealings" in "relevant securities" of THUS by Cable & Wireless or THUS, or by any of their respective "associates" (within the meaning of the Code), 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 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