NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND DIXONS SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW DIXONS CARPHONE SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE DIXONS CARPHONE PROSPECTUS WHICH ARE TO BE PUBLISHED IN DUE COURSE
FOR IMMEDIATE RELEASE
25 June 2014
Recommended all-share merger of
Carphone Warehouse Group plc
Dixons Retail plc
Merger unconditionally cleared by the European Commission
On 15 May 2014, Carphone Warehouse Group plc ("Carphone") and Dixons Retail plc ("Dixons") announced (the "Merger Announcement") that they had reached agreement on the terms of a recommended all-share merger of Dixons and Carphone (the "Merger").
The boards of Dixons and Carphone are pleased to announce that, earlier today, the European Commission confirmed that it has unconditionally cleared the Merger following its phase I review.
The Merger will be subject to the satisfaction or waiver (if capable of waiver) of the remaining Conditions to be set out in the Scheme Document which is expected to be published shortly.
Defined terms used but not defined in this announcement have the meanings set out in the Merger Announcement.
For further information:
Carphone Warehouse Group plc
Kate Ferry (Investor Relations Director)
Dixons Retail plc
David Lloyd-Seed (IR, PR & Corporate Affairs Director)
Tel: +44 1727 205065
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Dixons or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an "Opening Position Disclosure" following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Dixons and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Dixons or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Dixons or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Dixons or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Dixons and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Dixons or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must also be made by Dixons and by any offeror and Dealing Disclosures must also be made by Dixons, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.
Publication on websites and availability of hard copies
A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Carphone's website www.cpwplc.com and on Dixons' website www.dixonsretail.com by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated and do not form part of this announcement.
Carphone Shareholders may request a hard copy of this announcement by contacting Tim Morris (Carphone Company Secretary and General Counsel) during business hours on +44 20 8617 6002 or by submitting a request in writing to Tim Morris at Carphone's Head Office at 1 Portal Way, London, W3 6RS. Dixons Shareholders may request a hard copy of this announcement by contacting Capita Asset Services during business hours on 0871 664 0321 or by submitting a request in writing to Capita Asset Services at the Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form. Unless you have previously elected to receive hard copies of any such documents, announcements or information, hard copies shall not be sent unless specifically requested.