Court Sanction of the scheme

RNS Number : 9490I

Carphone Warehouse Group PLC

22 March 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION

22 March 2010

The Carphone Warehouse Group PLC

Court Sanction of the Scheme of Arrangement

The Carphone Warehouse Group PLC ("Carphone Warehouse") is pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme, under Part 26 of the Companies Act 2006, to effect the separation of the TalkTalk Business by a demerger to TalkTalk Telecom Group PLC ("TalkTalk").

In order for the Scheme to become effective in accordance with its terms, the High Court of Justice in England and Wales will now need to confirm the Carphone Warehouse Capital Reduction at the Carphone Warehouse Reduction Court Hearing which is scheduled to take place on 24 March 2010 and this order will need to be delivered to the Registrars of Companies, which is expected to take place on 25 March 2010.

If the Scheme becomes effective and the Carphone Warehouse Capital Reduction is approved by the Court:

(a)  the last day of dealings in Carphone Warehouse Shares will be up until 4.30pm on 23 March 2010;

(b)  the Carphone Warehouse Shares will be cancelled;

(c)  Carphone Warehouse will issue Post-Scheme Shares to New Carphone  Warehouse so that New Carphone Warehouse will own all of the shares in Carphone Warehouse and, accordingly, Carphone Warehouse will become a wholly-owned subsidiary of New Carphone Warehouse;

(d)  Carphone Warehouse Shareholders will receive:

one New Carphone Warehouse Ordinary Share for every two Carphone Warehouse Shares that they hold at the Scheme Record Time; and

one New Carphone Warehouse Cancellation Share for every one Carphone Warehouse Share that they hold at the Scheme Record Time; and

(e)  Carphone Warehouse will be re-registered as a private company and renamed 
       TalkTalk Telecom Holdings Limited.

New Carphone Warehouse will be renamed Carphone Warehouse Group plc on or around 25 March 2010.

The Scheme Record Time is 6.00 p.m. on 23 March 2010.

It is expected that the last time for dealings in Carphone Warehouse Shares will be 4.30 p.m. on 23 March 2010. Suspension and cancellation from the Official List and the London Stock Exchange's main market for listed securities is expected to occur, respectively, at 7.30 a.m. on 24 March 2010 and at 8.00 a.m. on 25 March 2010.

A request has been made to each of the London Stock Exchange and the UKLA to cancel the trading in Carphone Warehouse Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Carphone Warehouse Shares from the Official List, in each case, with effect from the Scheme Effective Date.

Expected timetable of principal events

Event	Time and/or date
Last day of dealings in Carphone Warehouse Shares	Up until 4.30pm on 23 March 2010
Scheme Effective Date: New Carphone Warehouse becomes the holding company of Carphone Warehouse.	25 March 2010
Delisting of Carphone Warehouse Shares.	By no later than 8.00 a.m. on 25 March 2010
Demerger Effective Time: New Carphone Warehouse Demerger Reduction becomes effective.	At or around 4.30 p.m. on 26 March 2010
TalkTalk Admission, crediting of TalkTalk Shares to CREST accounts and the commencement of dealings in TalkTalk Shares on the London Stock Exchange's main market for listed securities.	8.00 a.m. on 29 March 2010
New Carphone Warehouse Admission, crediting of New Carphone Warehouse Ordinary Shares to CREST accounts and the commencement of dealings in New Carphone Warehouse Ordinary Shares on the London Stock Exchange's main market for listed securities.	8.00 a.m. on 29 March 2010

A detailed timetable of events is set out in the scheme document dated 29 January 2010 (the "Scheme Document").

Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne Clarke at One London Wall, London EC2Y 5EB, up to and including the Demerger Effective Time.

Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.

For further information:                                                   

The Carphone Warehouse Group PLC

Roger Taylor                                                                          [phone]

TalkTalk Telecom Group PLC

David Boyd                                                                            [phone]

Carla Bloom                                                                          [phone]

Mark Schmid (for media enquiries)                                    [phone]

New Carphone Warehouse PLC

Kate Ferry                                                                              [phone]

Shane Conway (for media enquiries)                                 [phone]

Anthony Carlisle                                                                    [phone]

Citigate Dewe Rogerson                                                     [phone]

 

END

 

 

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