Dixons Retail PLC - Scheme becomes effective
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 THAT JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND DIXONS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW DIXONS CARPHONE SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE DIXONS CARPHONE PROSPECTUS
FOR IMMEDIATE RELEASE
Recommended all-share merger
Carphone Warehouse Group plc ("Carphone")
Scheme becomes effective
Carphone changes name to
Further to the announcement of the recommended all-share merger of Dixons and Carphone on
Dixons Shareholders on the register at the Scheme Record Date, being
Carphone also confirms that it has today changed its name to
Applications have been made to the
Admission to trading of Dixons Shares on the
Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document dated
For further information:
Carphone Warehouse Group plc
Investor Relations Director
Tel: +44 7748 933206
Tel: +44 1727 205065
Deutsche Bank (lead financial adviser and corporate broker to Carphone)
Tel: +44 20 7545 8000
Tel: +44 20 7986 4000
UBS (financial adviser and corporate broker to Carphone)
Tel: +44 20 7567 8000
Barclays (financial adviser and corporate broker to Dixons)
Tel: +44 20 7623 2323
Tel: +44 20 7638 9571
Brunswick (PR adviser to Dixons)
Tel: +44 20 7404 5959
Barclays Bank PLC, acting through its
Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN -
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the 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, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be effected solely by means of the Scheme Document which contains the full terms and conditions of the Merger.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purposes of complying with English law, the rules of the
The release, publication or distribution of this announcement in jurisdictions other than in the
The Merger relates to the acquisition of shares of a
The securities referred to in this announcement (the "Securities") have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act") or under the securities laws of any state or other jurisdiction of
The receipt of Securities and cash pursuant to the Merger by a US Dixons Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each Dixons Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.
Unless otherwise determined by Carphone or required by the Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (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.
The availability of New Dixons Carphone Shares under the Merger to Dixons Shareholders who are not resident in the
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Dixons 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) Dixons and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Dixons or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Dixons 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) Dixons and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than
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 Dixons or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Dixons and by any offeror and Dealing Disclosures must also be made by Dixons, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). 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 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.
Publication on websites and availability of hard copies
A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Carphone's website www.cpwplc com and on Dixons' website www.dixonsretail.com by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.
Carphone Shareholders may request a hard copy of this announcement by contacting
This information is provided by RNS
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