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
17 February 2021
RECOMMENDED CASH AND SHARE ACQUISITION
of
GOCO GROUP PLC ("GOCO GROUP")
by
FUTURE PLC ("FUTURE")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
GoCo Group plc Scheme of Arrangement Becomes Effective
On 25 November 2020, the Boards of GoCo Group plc ("GoCo Group") and Future plc ("Future") announced the terms of a recommended cash and share offer pursuant to which Future would acquire the entire issued and to be issued share capital of GoCo Group (the "Combination") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 14 December 2020.
On 16 February 2021, GoCo Group announced that the High Court of Justice in
GoCo Group and Future are pleased to announce that, following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of GoCo Group is now owned by Future.
A Scheme Shareholder on the register of members of GoCo Group at the Scheme Record Time, being 6.00 p.m. (
Suspension and cancellation of listing and trading of GoCo Group Shares
The listing of GoCo Group Shares on the premium listing segment of the Official List of the Financial Conduct Authority and the admission to trading of GoCo Group Shares on the London Stock Exchange's main market for listed securities were suspended with effect from 7.30 a.m. (
Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the de-listing of GoCo Group Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of GoCo Group Shares on the London Stock Exchange's main market for listed securities, which is expected to take effect at 8:00 a.m. (
GoCo Group Board appointments and resignations
As the Scheme has now become Effective, GoCo Group duly announces that, as of today's date, Rachel Addison and Oli Foster have been appointed to the GoCo Group Board and Sir Peter Wood, Matthew Crummack, Angela Seymour-Jackson, Joe Hurd, Dr. Ashley Steel, Adrian Webb and Nick Hugh have tendered their resignations and have stepped down from the GoCo Group Board.
Full details of the Combination are set out in the Scheme Document published on 14 December 2020.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Enquiries
Future plc Zillah Byng-Thorne, Chief Executive Officer Rachel Addison, Chief Financial Officer Marion Le Bot, Head of Investor Relations
|
Tel: +44 (0)1225 442244 |
Goldman Sachs International (Joint Financial Advisers and Joint Corporate Broker to Future plc) Owain Evans Khamran Ali Bertie Whitehead Tom Hartley |
Tel: +44 (0)207 774 1000 |
Numis Securities Limited (Joint Financial Advisers and Joint Corporate Broker to Future plc) Nick Westlake Mark Lander Hugo Rubinstein Alec Pratt |
Tel: +44 (0)207 260 1000 |
Headland Consultancy (Financial PR) Stephen Malthouse Rob Walker Charlie Twigg future@headlandconsultancy.com |
Tel: +44 (0)20 3805 4822 +44 (0)7734 956 201 +44 (0)77 9195 8922 |
GoCo Group plc Alan Burns, Chief Financial Officer Chris Wensley, VP - Investor Relations & Strategy |
Tel: +44 (0)1633 654 060
|
Morgan Stanley & Co. International plc (Sole Financial Adviser and Joint Corporate Broker to GoCo Group plc) Mark Rawlinson Laurence Hopkins Bobak Shoraka Ben Grindley Richard Brown |
Tel: +44 (0)20 7425 8000
|
Peel Hunt LLP (Joint Corporate Broker to GoCo Group plc) Edward Knight Tom Ballard Nick Prowting |
Tel: +44 (0)20 7418 8900 |
Citigate Dewe Rogerson (PR Adviser to GoCo Group plc) Chris Barrie Jos Bieneman |
Tel: +44 (0)20 7638 9571 |
Important notices
Goldman Sachs, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the
Numis Securities, which is authorised and regulated in the
Morgan Stanley, which is authorised and regulated in the
Peel Hunt, which is authorised and regulated in the
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 an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities pursuant to the Combination or otherwise.
This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules 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
This announcement does not constitute a prospectus or prospectus exempted document.
Overseas jurisdictions
The release, publication or distribution of this announcement in or into certain jurisdictions other than the
The availability of the Combination to GoCo Group Shareholders who are not resident in the
The Combination is subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.
Additional information for US Investors
The Combination relates to the securities of an English company. This announcement and certain other documents relating to the Combination have been or will be prepared in accordance with English law, the Code and
Financial statements or any other documents relating to the Combination, have been or will be prepared in accordance with International Financial Reporting Standards or other reporting standards or accounting practice which may not be comparable to financial statements of companies in
The receipt of cash and shares by a US holder of GoCo Group Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for
It may be difficult for US holders of GoCo Group Shares to enforce their rights and claims arising out of the US federal securities laws, since Future and GoCo Group are located in countries other than the US, and some of their officers and directors may be residents of countries other than the US. US holders of GoCo Group Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Publication of this announcement on website
A copy of this announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Future's and GoCo Group's website at https://www.futureplc.com/ and www.gocogroup.com/investors by no later than 12.00 noon (
For the avoidance of doubt, the contents of this website and any websites accessible from hyperlinks on this website are not incorporated into and do not form part of this announcement.
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