TIDMTCY TIDMEQIX
RNS Number : 9515L
Telecity Group PLC
18 January 2016
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.
18 January 2016
RECOMMENDED CASH AND SHARE OFFER
for
Telecity Group plc (the "Company")
by
Equinix (UK) Acquisition Enterprises Limited, a wholly-owned
subsidiary of Equinix, Inc. ("Equinix")
Cancellation of Listing of TelecityGroup Shares
Further to the announcement of the Board of the Company on 15
January 2016 that the Scheme has now become effective in accordance
with its terms, the Company confirms that that the listing of
TelecityGroup Shares on the premium listing segment of the Official
List and the main market of the London Stock Exchange was cancelled
with effect from 8.00 a.m. (GMT) today.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
Enquiries
TelecityGroup (Media)
James Tyler +44 207 001 0076
TelecityGroup (Investor
relations)
Rosie Wilkins +44 203 229 1138
Goldman Sachs International
(Lead Financial Adviser,
Rule 3 Adviser and Joint
Corporate Broker to
TelecityGroup) +44 207 774 1000
Anthony Gutman
Richard Cormack
Nicholas van den Arend
Alex Garner
Oakley Capital Limited
(Financial Adviser and
Rule 3 Adviser to TelecityGroup) +44 207 766 6933
Christian Maher
Anthony Yaneza
Marc Jones
Victoria Boxall
Barclays Bank PLC, acting
through its Investment
Bank (Financial Adviser
and Joint Corporate
Broker to TelecityGroup) +44 207 623 2323
Matthew Smith
Joe Valenti
Greenhill & Co International
LLP (Financial Adviser
to TelecityGroup) +44 207 198 7400
David Wyles
Pieter-Jan Bouten
Brunswick (Public relations
adviser to TelecityGroup) +44 207 404 5959
Sarah West
Aideen Lee
Cautionary note regarding forward-looking statements
This announcement may contain statements which constitute
"forward-looking statements". Forward-looking statements include
any statements related to the proposed transaction and the expected
benefits or estimated synergies resulting from a transaction with
Equinix and are generally identified by words such as 'believe',
'expect', 'anticipate', 'intend', 'estimate', 'will', 'may',
'continue', 'should', and other similar expressions.
Forward-looking statements are subject to various risks and
uncertainties, many of which are difficult to predict and generally
beyond the control of TelecityGroup, that could cause actual
results and developments to differ materially from those expressed
in, or implied or projected by, the forward-looking statements.
TelecityGroup does not undertake to update any of the
forward-looking statements after this date to conform such
statements to actual results, to reflect the occurrence of
anticipated results or otherwise, except to the extent legally
required.
Other than where expressly indicated, no statement in this
announcement is intended as a profit forecast or profit estimate
and no statement in this announcement should be interpreted to mean
that earnings per TelecityGroup or Equinix ordinary share for any
period would necessarily match or exceed the historical published
earnings per TelecityGroup or Equinix shares.
Important notices
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for the Company and no one else in connection with the
Offer and will not be responsible to anyone other than the Company
for providing the protections afforded to clients of Goldman Sachs
International, or for providing advice in connection with the Offer
or any matter referred to herein.
Oakley Capital Limited is authorised and regulated by the FCA.
Oakley Capital Limited is acting as financial adviser for the
Company and no one else in connection with the Offer and will not
regard any other person as its client nor be responsible to anyone
other than those persons for providing the protections afforded to
clients of Oakley Capital Limited or for providing advice in
connection with the Offer or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively for
the Company and no one else in connection with the Offer and will
not be responsible to anyone other than the Company for providing
the protections afforded to clients of Barclays, or for providing
advice in connection with the Offer or any matter referred to
herein.
Greenhill & Co. International LLP, which is authorised and
regulated in the United Kingdom by the FCA, is acting for the
Company and no one else in connection with the Offer and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Greenhill & Co.
International LLP, or for providing advice in connection with the
Offer or any matter referred to herein.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities or the solicitation of any vote or
approval in any jurisdiction.
Notice to Overseas Shareholders
The release, publication or distribution of this announcement
(in whole or in part) in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons into
whose possession this announcement comes should inform themselves
about, and observe, any applicable legal and regulatory
requirements. Any failure to comply with any applicable
requirements may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with English law and 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 of any jurisdictions outside the United Kingdom.
Copies of this announcement and all documents relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements.
Additional information for US investors
None of the securities referred to in the Scheme Document have
been approved or disapproved by the US Securities and Exchange
Commission (the "SEC"), any state securities commission in the
United States or any other US regulatory authority, nor have such
authorities passed upon or determined the adequacy or accuracy of
the Scheme Document. Any representation to the contrary is a
criminal offence in the United States.
The Equinix Consideration Shares to be issued under the Scheme
have not been registered under the U.S. Securities Act, or
applicable state securities laws and are being issued in reliance
on the exemption from registration set forth in Section 3(a)(10)
thereof on the basis of the approval of the Court.
Any securities to be offered in the Scheme or pursuant to the
Offer as described in the Scheme Document have not been and will
not be registered under the Securities Act, or under the securities
laws of any state, province, territory, district or other
jurisdiction of the United States, or of Canada, Australia or
Japan. Accordingly, such securities may not be offered, sold or
delivered, directly or indirectly, in or into such jurisdictions
except pursuant to exemptions from applicable requirements of such
jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBIMRTMBABBAF
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January 18, 2016 03:18 ET (08:18 GMT)
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