Recommended Cash Offer For Cable & Wireless Worldwide Plc (“CWW”) By Vodafone Europe B.V. (“Vodafone”)
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
On 21 May 2012, the scheme circular relating to the recommended cash offer made by Vodafone for CWW (the “Offer”) was posted to CWW shareholders.
Vodafone has noted press speculation regarding the mechanism by which the Offer will be implemented and wishes to ensure its position is clear to CWW shareholders before the Court Meeting and General Meeting.
Vodafone confirms that it will continue to implement the Offer only by way of a scheme of arrangement and that it will not switch to a contractual takeover offer. Accordingly, unless the scheme is approved at the CWW shareholder meetings, the Offer will lapse.
Vodafone reserves the right to elect, with the consent of the Panel on Takeovers and Mergers, to switch to a contractual takeover offer if a third party announces a possible offer or offer for CWW.
The Court Meeting and the General Meeting will be held on 18 June 2012 at Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).
For further information:
Tel: +44 (0) 7919 990 230
Tel: +44 (0) 1635 664444
UBS Limited (financial adviser to Vodafone and Vodafone Group Plc)
Tel: +44 (0) 20 7567 8000
Simon Warshaw / Jonathan Rowley / Christian Lesueur
A copy of this announcement will be made available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on www.vodafone.com/investor and www.cw.com/investors/ by no later than noon (London time) on the day following this announcement.
You may request a hard copy of this announcement by contacting Vodafone Group Investor Relations on Tel: +44 (0) 7919 990 230 or by submitting a request in writing to the following address: Vodafone Group Investor Relations, One Kingdom Street, London W2 6BY, United Kingdom. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.
UBS Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as sole financial adviser to Vodafone and Vodafone Group Plc and no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Vodafone and Vodafone Group Plc for providing the protections afforded to clients of UBS or for providing advice in connection with the Offer or any matter or arrangement referred to herein.
This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Vodafone or required by the City Code on Takeovers and Mergers, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a any jurisdiction where to do so would violate the laws of that jurisdiction (“Restricted Jurisdiction”) and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Offer to CWW Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.