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 OR REGULATIONS OF SUCH JURISDICTION
DX (Group) plc
("DX", or the "Company")
Rule 2.9 Announcement
In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the "Code"), DX confirms that as at the date of this announcement, it has in issue 647,199,135 ordinary shares of one penny each.
The International Securities Identification Number for DX's ordinary shares is GB00BJTCG679.
Enquiries
DX Paul Ibbetson, Chief Executive Officer David Mulligan, Chief Financial Officer |
+44 20 3178 6378 (c/o KTZ Communications) |
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Moelis & Company Mark Aedy, Yorick van Slingelandt, Chris Raff
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+44 20 7634 3500 |
Liberum Capital Limited (Nominated Adviser and Joint Broker to DX) Nick How
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+44 20 3100 2000 |
KTZ Communications (PR Adviser to DX) Katie Tzouliadis/Robert Morton
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+44 20 3178 6378 |
Addleshaw Goddard LLP is acting as legal adviser to DX in connection with the Acquisition.
Important notices relating to financial advisers
Moelis & Company
Liberum Capital Limited ("Liberum"), 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, invitation or the solicitation of an 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 Acquisition or otherwise.
The Acquisition is subject to English law and to the applicable requirements of the Code, the Panel, AIM Rules, the London Stock Exchange and the FCA.
The Acquisition is made solely by the Scheme Document (or, in the event that the Acquisition is implemented by means of a Takeover Offer, the Offer Document), which, together with the Forms of Proxy, contains the full terms and conditions of the. DX Shareholders are advised to read the formal documentation in relation to the Acquisition carefully. Each DX Shareholder is urged to consult their independent financial adviser regarding the tax consequences of the Acquisition.
This announcement does not constitute a prospectus or a prospectus equivalent document.
If you are in any doubt about the Acquisition, the contents of the Scheme Document or as to the action you should take, you are recommended to seek your own personal financial, tax and/or legal advice immediately from your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser authorised under the Financial Services and Markets Act 2000, if you are in the
Overseas jurisdictions
The release, publication or distribution of this announcement in jurisdictions other than the
This announcement has been prepared for the purpose of complying with English law and the 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 jurisdictions outside
The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.
Further details in relation to DX Shareholders in overseas jurisdictions are contained in the Scheme Document.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.
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