Completion of all-share merger

RNS Number : 4767O

Dixons Carphone PLC

07 August 2014

 



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

FOR IMMEDIATE RELEASE

Dixons Carphone plc (the "Company")

Ticker symbol - "DC."

Completion of all-share merger (the "Merger") of

Carphone Warehouse and Dixons Retail

Further to the announcements of the recommended Merger on 15 May 2014, the approval of the Merger by the shareholders of both companies on 17 July 2014, and the Scheme becoming effective on 6 August 2014, the Company is pleased to announce the completion of the Merger.

Sebastian James, Group Chief Executive of the Company, said:

"Today is a big day: our shares officially start trading on the stock exchange and we are off to a flying start with the opening of our first seven combined shops. Customers using Currys, PC World and Carphone Warehouse websites will be guided to the right place to buy from the whole range that we have to offer together - from a toaster to the latest smartphone. Our offices now proudly show our new combined identity and up and down the country we are delivering a clear message to our teams and to our customers: We are one.

It is testament to the excitement, enthusiasm and incredible hard work of our teams that we are able to launch these shops today and start turning our vision into reality. If this is what we can achieve on the first day, then the days to come should be very exciting indeed.

We're creating an organisation for the future where the products are just the beginning. We will not only help customers to access the technology and the connectivity that is right for them, but also find the expertise and services that bring them to life - the first and best company to offer this complete end-to-end proposition."

Admission of New Dixons Carphone Shares

574,723,226 New Dixons Carphone Shares will, with effect from 8.00 am today, be admitted to the premium segment of the Official List and will commence trading on the main market for listed securities of the London Stock Exchange. Following admission of the New Dixons Carphone Shares, total issued share capital of the Company will be 1,150,790,995.

 

Board of Directors

The Company is pleased to announce that the Board of the Company is now as follows:

Sir Charles Dunstone (Chairman); John Allan*, CBE (Co-Deputy Chairman and Senior Independent Director); Roger Taylor (Co-Deputy Chairman)

Executive Directors: Sebastian James (Group Chief Executive); Andrew Harrison (Deputy Group Chief Executive); Humphrey Singer* (Group Finance Director); Katie Bickerstaffe* (CEO, UK/Ireland Dixons); Graham Stapleton* (CEO, UK/Ireland Carphone)

Non-Executive Directors: John Gildersleeve; Andrea Gisle Joosen*; Baroness Morgan of Huyton; Jock Lennox*; Gerry Murphy; Tim How*

Nigel Langstaff and John Allwood stepped down from the Board of Directors with effect from 6 August 2014.

*These appointments are effective from 6 August 2014. There is no further information required to be disclosed under paragraph 9.6.13 of the Listing Rules in respect of each of these appointments other than as already stated in the Prospectus circulated to Shareholders on 26 June 2014, except in respect of John Allan's appointment as non-executive director and chairman of Barratt Developments PLC on 1 August 2014.

Change in Accounting Reference Date

The Company also announces that it has changed its accounting reference date from 31 March to 30 April and accordingly the current period will be extended to include the 13 months to 30 April 2015. The Company will publish its audited financial report and accounts for the 13 month period for 2014-15 by no later than 31 July 2015. Thereafter annual reports will be published each year for the 12 months to 30 April in accordance with Companies Act 2006. The interim results for the first 7 months will be published by 31 December 2014.

Our next results announcement will be the first quarter trading update for 2014-15 on Tuesday, 9 September 2014.

For further information:

Dixons Carphone plc

Kate Ferry - IR, PR & Corporate Affairs Director

[phone]

Kerry Becker - Senior IR Manager

[phone]

Hannah Collyer - Head of Media Relations

[phone]

Important notices

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of any 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 Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be effected solely by means of the Scheme Document which contains the full terms and conditions of the Merger.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such requirements by any person.

The Merger relates to the acquisition of shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act of 1934 (the "Exchange Act"). Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Carphone were to elect to implement the Merger by means of a Merger Offer, such Merger Offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Merger Offer would be made in the United States by Carphone and no one else. In addition to any such Merger Offer, Carphone, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Dixons outside such Merger Offer during the period in which such Merger Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the United States and would comply with applicable law, including the Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the UKLA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The securities referred to in this announcement (the "Securities") have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Securities may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom. The Securities are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Dixons Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Carphone or Dixons prior to, or of Carphone after, the Effective Date will be subject to certain US transfer restrictions relating to the Securities received pursuant to the Scheme.

The receipt of Securities and cash pursuant to the Merger by a US Dixons Shareholder may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other, tax laws. Each Dixons Shareholder is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the offer.

Unless otherwise determined by Carphone or required by the Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger 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 Merger 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 Merger (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 New Dixons Carphone Shares under the Merger to Dixons 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 UK should inform themselves of, and observe, any applicable legal or regulatory requirements.

 

END

 

 

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