18:00 Mon 04 Jan 2021
Future PLC - Satisfaction of Regulatory Condition
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 THAT JURISDICTION
RECOMMENDED CASH AND SHARE ACQUISITION
of
GoCo Group plc
by
Future plc
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Satisfaction of Regulatory Condition
On
FCA Approval
The Acquisition is subject to the Conditions set out in Part III of the Scheme Document including the receipt of approval from the FCA.
Future is pleased to announce that the FCA has given written notice in accordance with Part XII of FSMA of its approval of the acquisition of control of the FCA regulated subsidiary of GoCo Group by Future thereby satisfying the FCA approval Condition.
Next steps
The Scheme remains subject to the satisfaction or (if capable of waiver) waiver of certain remaining Conditions, including approval by shareholders at the GoCo Group Meetings and Future General Meeting, which are to be held on
Enquiries
Future plc
|
Tel: +44 (0)1225 442244 |
Goldman Sachs International (Joint Financial Advisers and Joint Corporate Broker to Future plc)
|
Tel: +44 (0)207 774 1000
|
Numis Securities Limited (Joint Financial Advisers and Joint Corporate Broker to Future plc)
|
Tel: +44 (0)207 260 1000 |
Headland Consultancy (Financial PR)
|
Tel: +44 (0)20 3805 4822 +44 (0)7734 956 201
|
Capitalised terms used but not defined in this announcement have the meanings given to them in the Scheme Document.
Important Notices
Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA in the
Numis Securities Limited, which is authorised and regulated in the
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 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
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 and is proposed to be effected by means of a scheme of arrangement under English law. 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.
In accordance with normal
London Stock Exchange website at www.londonstockexchange.com.
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 websites at https://www.futureplc.com/ and https://www.gocogroup.com/ respectively by no later than 12.00 noon on the Business Day following the date of this announcement.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.
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