Not for release, publication or distribution in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer to purchase, or solicitation of an offer to sell, Ordinary Shares.
Telecom Plus PLC (the "Company")
Posting of Tender Offer Circular and Report and Accounts
Posting of Tender Offer Circular
On 13 June 2017, the Company announced that it intends to return up to £25 million to Shareholders by way of a tender offer (and subsequent repurchase) of Ordinary Shares ("Tender Offer"). The Company announces that the Tender Offer is now open.
A circular setting out information on the details of the Tender Offer and the procedure that should be followed by Shareholders who wish to participate in the Tender Offer ("Tender Offer Circular") is expected to be posted to Shareholders today. The Tender Offer Circular will shortly be available on the Company's website at www.utilitywarehouse.co.uk/investors. A copy of the Tender Offer Circular will also be submitted to the National Storage Mechanism and will shortly be available for viewing at: http://www.morningstar.co.uk/uk/NSM.
The Tender Offer is being made available to all Shareholders who are on the Register at 5 p.m. (UK time) on 30 June 2017, other than Shareholders in a Restricted Jurisdiction. The price of the Tender Offer will be the lower of (i) £12.03 (being the closing price per Ordinary Share on 19 June 2017, the last practicable date prior to the date of the Tender Offer Circular) and (ii) the average market value of an Ordinary Share for the five business days prior to 3 July 2017 (being the date on which the Ordinary Shares are to be purchased).
The Tender Offer will be implemented on the basis of Peel Hunt acquiring, as principal, the successfully tendered Ordinary Shares at the Tender Offer price, on the basis that all Ordinary Shares that Peel Hunt acquires under the Tender Offer will be purchased from it by the Company under the Company's existing buyback authority and subsequently cancelled.
Any Ordinary Shares successfully tendered will be purchased on 3 July 2017 and will not receive the final dividend of 25.0 pence per Ordinary Share proposed on 13 June 2017 and payable to Shareholders on the Register at close of business on 7 July 2017.
Shareholders are not obliged to tender any of their Ordinary Shares if they do not wish to do so.
Each director of the Company that holds Ordinary Shares (representing, in aggregate, approximately 23.3 per cent. of the Company's issued share capital (excluding treasury shares) as at 19 June 2017) has confirmed that they will not participate in the Tender Offer (other than Andrew Lindsay, who has reserved the right to tender up to a maximum of 70,000 Ordinary Shares).
Timetable
Tender Offer Circular sent to Shareholders (together with Tender Forms for Shareholders holding certificated Ordinary Shares) |
20 June 2017 |
Tender Offer opens |
20 June 2017 |
Latest time and date for settlement of TTE Instructions and receipt of Tender Forms |
1 p.m. on 30 June 2017 |
Tender Offer Record Date |
5 p.m. on 30 June 2017 |
Announcement of Tender Offer Price and results of Tender Offer |
by 7 a.m. on 3 July 2017 |
Purchase of Ordinary Shares under the Tender Offer |
3 July 2017 |
CREST accounts credited with Tender Offer proceeds and revised holdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
by 10 July 2017 |
Despatch of cheques for Tender Offer proceeds in respect of successfully tendered certificated Ordinary Shares and despatch of balance share certificates in respect of unsold certificated Ordinary Shares |
by 10 July 2017 |
If Shareholders have questions on the Tender Offer, please contact the Shareholder Helpline on 0371 664 0321. The Shareholder Helpline is available from 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (except UK public holidays).
This summary should be read in conjunction with the full text of the Tender Offer Circular.
Posting of Report and Accounts
The Company also today announces that in accordance with Rule 9.6.1 of the Listing Rules of the UK Listing Authority, copies of the following documents will today be submitted to the National Storage Mechanism and will shortly be available for viewing at: www.morningstar.co.uk/uk/NSM.
1. Annual report & accounts for the year ended 31 March 2017 ("Report and Accounts");
2. The circular convening the 2017 Annual General Meeting of the Company ("AGM Circular");
3. Notice of the 2017 Annual General Meeting ("Notice"), which will be held at 12.00 p.m. on 20 July 2017 at Network HQ, 508 Edgware Road, The Hyde, London, NW9 5AB; and
4. Proxy form for the 2017 Annual General Meeting.
The above documents are being despatched to Shareholders today. The Report and Accounts, AGM Circular and Notice will also be available on the Company's website at: www.utilitywarehouse.co.uk/investors.
The Notice contains information regarding the total number of Ordinary Shares and the total number of Ordinary Shares in respect of which Shareholders are entitled to exercise voting rights and the total number of votes that Shareholders are entitled to exercise at the 2017 Annual General Meeting.
For further information, please contact: |
|
Telecom Plus PLC David Baxter |
020 8955 5000 |
Peel Hunt LLP Dan Webster George Sellar |
020 7418 8900 |
About Telecom Plus PLC ('Telecom Plus'): www.utilitywarehouse.co.uk
Telecom Plus, which owns and operates the Utility Warehouse brand, is the UK's only fully integrated provider of a wide range of competitively priced utility services spanning both the Communications and Energy markets.
Members benefit from the convenience of a single monthly statement, consistently good value across all their utilities and exceptional levels of service. Telecom Plus does not advertise, relying instead on 'word of mouth' recommendation by existing satisfied Members and Partners in order to grow its market share.
Telecom Plus is listed on the London Stock Exchange (Ticker: TEP LN). For further information please visit www.utilitywarehouse.co.uk
