Telecom Plus PLC (the "Company")
Result of Open Offer and result of General Meeting
Telecom Plus PLC (trading as the Utility Warehouse), which supplies a wide range of utility services (gas, electricity, fixed line telephony, mobile telephony and broadband internet) to both residential and business customers, announces that further to the Company's announcement on 20 November 2013 detailing the acquisition of Electricity Plus Supply Limited and Gas Plus Supply Limited from Npower Limited ("the Acquisition"), and the resulting intention to raise £130 million of gross proceeds to part fund the consideration payable under the terms of the Acquisition by way of a Firm Placing of approximately £100 million and a Placing and Open Offer of approximately £30 million, the Open Offer has now closed in accordance with its terms.
The Company is pleased to confirm that as at 11 a.m. on 5 December 2013, being the latest time for receipt of acceptance and payment in full, it had received valid acceptances under the Open Offer in respect of 1,480,391 Open Offer Shares from Qualifying Shareholders. This represents a take-up of approximately 73.1 per cent. of the 2,024,717 Open Offer Shares offered pursuant to the Open Offer. The remaining 544,326 Open Offer Shares, representing approximately 26.9 per cent. of the 2,024,717 Open Offer Shares, have been allocated to the institutional investors with whom they had been conditionally placed. In addition 6,788,843 Firm Placing Shares have been placed with certain institutional and other investors pursuant to the terms of the Firm Placing.
The Company is also pleased to announce that at the General Meeting of the Company held earlier today the ordinary resolutions put to Shareholders to 1) approve the Acquisition and 2) increase the Company's authorised share capital and grant the directors authority to allot shares pursuant to the Firm Placing and Placing and Open Offer were duly passed.
A copy of the resolutions has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. Details of the proxy votes received in advance of the meeting will also shortly be available on the Company's website www.utilitywarehouse.co.uk.
The Acquisition remains subject to the Office of Fair Trading not referring the Acquisition to the Competition Commission and Admission. The Acquisition is expected to complete by late December 2013 and a further announcement will be made in due course.
Unless otherwise defined in this announcement, capitalised terms shall have the meaning given to them in the Prospectus issued to shareholders on 20 November 2013.
For further information, please contact:
Telecom Plus PLC
David Baxter (020) 8955 5000
Peel Hunt LLP (020) 7418 8900
Dan Webster
Richard Brown
IMPORTANT NOTICE
This announcement is an advertisement and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement should be interpreted as a term or condition of the Acquisition.
This announcement does not constitute or form part of any offer or invitation to purchase, or otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security in the capital of the Company in any jurisdiction. This announcement and the information contained herein is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States, Australia, Canada, New Zealand, Japan or South Africa or any other jurisdiction where its release, publication or distribution would breach any applicable laws or regulations (the "Excluded Territories", each an "Excluded Territory").
This announcement is for information purposes only and does not contain or constitute or form part of an offer of, or the solicitation of an offer to buy or subscribe for, securities in any Excluded Territory. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The securities referred to herein may not be offered or sold in the Excluded Territory or to, or for the account or benefit of, any national, resident or citizen of any Excluded Territory. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable securities laws of any Excluded Territory.
Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Telecom Plus PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Telecom Plus PLC for providing the protections afforded to clients of Peel Hunt LLP, or for providing advice in relation to the contents of this announcement or any matters referred to herein. Peel Hunt LLP is not responsible for the contents of this announcement.
If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.
