TIDMCITY
RNS Number : 8882R
CityFibre Infrastructure Hldgs PLC
19 June 2018
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 OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
19 June 2018
RECOMMED CASH ACQUISITION
of
CITYFIBRE INFRASTRUCTURE HOLDINGS PLC
by
CONNECT INFRASTRUCTURE BIDCO LIMITED
(a newly formed company indirectly jointly-controlled by a
consortium
formed by Antin and West Street Infrastructure Partners)
Court Sanction of the Scheme of Arrangement
CityFibre Infrastructure Holdings plc ("CityFibre" or the
"Company") announces that the High Court of Justice in England and
Wales has today made an order sanctioning the scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme") by which the
recommended cash acquisition by Connect Infrastructure Bidco
Limited ("Bidco") of the entire issued and to be issued share
capital of CityFibre (the "Acquisition") is being implemented.
It is anticipated that the Effective Date of the Scheme will be
21 June 2018, which is when the Court Order is expected to be
delivered to the Registrar of Companies. There has been no change
to the updated expected timetable of principal events for the
Acquisition set out in the announcement by the Company on 15 June
2018.
Suspension of dealings in CityFibre Shares on the London Stock
Exchange's AIM market is expected to take place at 7.30 a.m. on 21
June 2018 and cancellation of the admission of CityFibre Shares to
trading on the London Stock Exchange's AIM market is subsequently
expected to occur by 8.00 a.m. on 22 June 2018.
Full details of the Acquisition are set out in the scheme
document published on 10 May 2018 (the "Scheme Document").
Capitalised terms used but not otherwise defined in this
announcement (the "Announcement") have the meanings given to them
in the Scheme Document.
All references to time in this Announcement are to London time.
The expected dates set out above could be subject to further
change. Any changes to the above dates will be announced through a
Regulatory Information Service. Further updates will be provided as
appropriate.
Rule 2.9
In accordance with Rule 2.9 of the Code, CityFibre confirms that
under the terms of the rules of the CityFibre Share Plans and the
Warrant Instrument, 31,263,618 CityFibre Shares will be issued by
CityFibre pursuant to rights to subscribe for CityFibre Shares
which became exercisable on, and were exercised following, the
sanctioning of the Scheme by the Court.
An application has been made for the 31,263,618 new CityFibre
Shares to be admitted to trading on AIM and admission is expected
to take place at 8.00 a.m. on 21 June 2018. The new CityFibre
Shares will rank pari passu with the existing CityFibre Shares.
Following the issue of the new CityFibre Shares, the total issued
ordinary share capital of CityFibre will be 663,915,080 ordinary
shares of one penny each. The ISIN of the CityFibre Shares is
GB00BH581H10.
Enquiries
CityFibre Infrastructure Holdings Tel: +44 20 3510 0602
plc
Greg Mesch, Chief Executive Officer
Terry Hart, Chief Financial Officer
Rothschild Tel: +44 20 7280 5000
(Financial adviser to CityFibre)
Anton Black
Warner Mandel
Mitul Manji
finnCap Tel: +44 20 7220 0500
(Nominated adviser and joint broker
to CityFibre)
Stuart Andrews
Chris Raggett
Liberum Tel: +44 20 3100 2000
(Joint broker to CityFibre)
Steve Pearce
Richard Bootle
Vigo Communications Tel: +44 207 390 0238
(PR adviser to CityFibre)
Jeremy Garcia
Fiona Henson
Important notices
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated by the FCA in the United Kingdom is acting
exclusively as financial adviser for CityFibre and no one else in
connection with the Acquisition and will not be responsible to
anyone other than CityFibre for providing the protections afforded
to clients of Rothschild nor for giving advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither Rothschild nor any of its subsidiaries, branches or
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 Rothschild in connection with the matters referred to in this
Announcement.
finnCap Limited ("finnCap"), which is authorised and regulated
by the FCA in the United Kingdom is acting exclusively as nominated
adviser and joint broker for CityFibre and no one else in
connection with the Acquisition and will not be responsible to
anyone other than CityFibre for providing the protections afforded
to clients of finnCap nor for giving advice in relation to the
Acquisition or any other matters referred to in this Announcement.
Neither finnCap nor any of its subsidiaries, branches or 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 finnCap
in connection with the matters referred to in this
Announcement.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated by the FCA in the United Kingdom is acting exclusively as
joint broker for CityFibre and no one else in connection with the
Acquisition and will not be responsible to anyone other than
CityFibre for providing the protections afforded to clients of
Liberum nor for giving advice in relation to the Acquisition or any
other matters referred to in this Announcement. Neither Liberum nor
any of its subsidiaries, branches or 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 Liberum in connection with the
matters referred to in this Announcement.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall
there be any purchase, sale or exchange of securities or such
solicitation in any jurisdiction in which such offer, solicitation
or sale or exchange would be unlawful prior to the registration or
qualification under the laws of such jurisdiction. The Acquisition
will be made solely pursuant to the terms of the Scheme Document
and the accompanying Forms of Proxy, which contain the full terms
and conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any approval, decision or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document. CityFibre Shareholders are
advised to read the Scheme Document and the accompanying Forms of
Proxy in their entirety before making a decision.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and may affect the
availability of the Acquisition to persons who are not resident in
the United Kingdom. Persons who are not resident in the United
Kingdom, or who are subject to laws of any jurisdiction other than
the United Kingdom, should inform themselves about, and observe any
applicable requirements. Any person (including, without limitation,
nominees, trustees and custodians) who would, or otherwise intends
to, forward this Announcement, the Scheme Document or any
accompanying document to any jurisdiction outside the United
Kingdom should refrain from doing so and seek appropriate
professional advice before taking any action. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their CityFibre Shares at the Court Meeting or the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote their CityFibre Shares in respect of the Court
Meeting or the General Meeting on their behalf, may be affected by
the laws of the relevant jurisdiction in which they are located.
This Announcement has been prepared for the purpose of complying
with the laws of England and Wales, the AIM Rules and 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 of jurisdictions outside of England.
Any failure to comply with the applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility and liability for the
violation of such restrictions by any person.
The Acquisition will not be made, directly or indirectly, in or
into or by use of the mails or any other means or instrumentality
(including, without limitation, telephonic or electronic) of
interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, a Restricted Jurisdiction,
and the Acquisition will not be capable of acceptance by any such
use, means, instrumentality or facility or from within a Restricted
Jurisdiction. Accordingly, copies of this Announcement and formal
documentation relating to the Acquisition are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded or
distributed in, into or from a Restricted Jurisdiction and persons
receiving this Announcement (including custodians, nominees and
trustees) must not distribute or send it into or from a Restricted
Jurisdiction. In the event that the Acquisition is implemented by
way of a Takeover Offer and extended into the US, Bidco will do so
in satisfaction of the procedural and filing requirements of the US
securities laws at that time, to the extent applicable thereto. The
Acquisition relates to the shares of an English company and it is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. The Scheme relates to the
shares of an English company that is a "foreign private issuer" as
defined under Rule 3b-4 under the US Securities Exchange Act of
1934, as amended (the "US Exchange Act"). A transaction effected by
means of a scheme of arrangement is not subject to the shareholder
vote, proxy solicitation and tender offer rules under the US
Exchange Act. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and
practices of US shareholder vote, proxy solicitation and tender
offer rules.
Financial statements, and all financial information included in
the relevant documentation, will have been prepared in accordance
with accounting standards applicable in the UK and may not be
comparable to the financial statements of US companies or other
companies whose financial statements are prepared in accordance
with US generally accepted accounting principles. However, if Bidco
were to elect to implement the Acquisition by means of a Takeover
Offer and extend such Takeover Offer into the US, such Takeover
Offer shall be made in compliance with applicable UK and US
securities laws and regulations, including the US tender offer
rules. Such Takeover Offer would be made in the US by Bidco and no
one else. In addition to any such Takeover Offer, Bidco, certain
affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares
in CityFibre outside such Takeover Offer during the period in which
such Takeover Offer would remain open for acceptance. If such
purchases or arrangements to purchase are made they would be made
outside the United States in compliance with applicable law,
including the US Exchange Act.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Forward-looking statements
This Announcement (including information incorporated by
reference in this Announcement) may contain certain
"forward-looking statements" with respect to Bidco or CityFibre.
These forward-looking statements can be identified by the fact that
they do not relate only to historical or current facts.
Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal",
"believe", "will", "may", "should", "would", "could" or other words
or terms of similar meaning or the negative thereof.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco or CityFibre and potential synergies resulting from the
Acquisition; and (iii) the effects of government regulation on the
business of Bidco or CityFibre. These forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause actual results, performance or developments to
differ materially from those expressed in or implied by such
forward-looking statements.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, these
forward-looking statements involve known and unknown risks,
uncertainties that could significantly affect expected results and
are based on certain key assumptions and other factors which may
cause actual results, performance or developments to differ
materially from those expressed in or implied by such
forward-looking statements.
These factors include, but are not limited to, the satisfaction
of the conditions to the Acquisition, as well as additional
factors, such as changes in political and economic conditions,
changes in the level of capital investment, retention of key
employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, impact of any
acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest
and/or exchange rates and the outcome of any litigation.
These forward-looking statements are based on numerous
assumptions regarding present and future strategies and
environments. You are cautioned not to place any reliance on such
forward-looking statements, which speak only as of the date hereof.
All subsequent oral or written forward-looking statements
attributable to the Consortium, Bidco or CityFibre or any person
acting on their behalf are expressly qualified in their entirety by
the cautionary statement above. Should one or more of these risks
or uncertainties materialise, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described in this Announcement. The Consortium, Bidco and CityFibre
assume no obligation to update publicly or revise forward-looking
or other statements contained in this Announcement, whether as a
result of new information, future events or otherwise, except to
the extent legally required.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per ordinary share for CityFibre for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per ordinary share for
CityFibre.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be
published pursuant to Rule 26.1 of the Code will be made available
(subject to certain restrictions relating to persons resident in
Restricted Jurisdictions), free of charge, at
www.cliftoninvestment.com and www.cityfibre.com by no later than
12:00 noon (London time) on the Business Day following the date of
publication of this Announcement. The content of the websites
referred to in this Announcement is not incorporated into and does
not form part of this Announcement.
In accordance with Rule 30.3 of the Code, a person so entitled
may request a hard copy of this Announcement, free of charge, by
contacting CityFibre's Company Secretary between 9:00 am and 5:00
pm (London time) Monday to Friday (except UK public holidays) on
0203 5100 602 from within the United Kingdom or on +44 203 5100 602
if calling from outside the United Kingdom. In accordance with Rule
30.3 of the Code, a person so entitled may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th Business Day
following the commencement of the Offer Period and, if appropriate,
by no later than 3.30 pm (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 1% 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, 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 pm (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 Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFKCDNBBKDQAD
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June 19, 2018 08:40 ET (12:40 GMT)
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