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
25 March 2010
The Carphone Warehouse Group PLC
Scheme of Arrangement effective and expected commencement of trading in shares of TalkTalk and New Carphone Warehouse (to be renamed Carphone Warehouse Group plc)
All the conditions to 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") have now been satisfied.
At this time, Carphone Warehouse will undergo a reorganisation, involving, amongst other things, the transfer of Carphone Warehouse's holdings in Best Buy Europe and Virgin Mobile France to New Carphone Warehouse and a series of further steps to consolidate the ownership of certain assets and obligations which relate to the TalkTalk business within the TalkTalk Group. The Demerger is expected to be effective at or around 4.30 p.m. on 26 March 2010.
It is expected that Carphone Warehouse Shares under the ticker "CPW" will be delisted from the Official List and the London Stock Exchange's main market for listed securities on 26 March 2010.
Trading in TalkTalk under the ticker "TALK" and New Carphone Warehouse (to be renamed Carphone Warehouse Group plc) under the ticker "CPW" is expected to commence on the Official List and the London Stock Exchange's main market for listed securities at 8:00 a.m. on 29 March 2010. CREST accounts will be credited with TalkTalk Shares and New Carphone Warehouse Shares at 8:00 a.m. on 29 March 2010. Shareholders will, on 12 April 2010, be sent share certificates in respect of their holdings in TalkTalk and New Carphone Warehouse.
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 +44 7715 170 090
TalkTalk Telecom Group PLC
David Boyd +44 7764 905 135
Carla Bloom +44 7891 094 542
Mark Schmid (for media enquiries) +44 7920 484 787
New Carphone Warehouse PLC
Kate Ferry +44 7748 933 206
Shane Conway (for media enquiries) +44 7932 199 659
Anthony Carlisle +44 7973 611 888
Citigate Dewe Rogerson +44 2076 389 571