Result of General Meeting

RNS Number : 6101M

Carphone Warehouse Group PLC

17 July 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 SUCH 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

17 July 2014

Carphone Warehouse Group plc ("Carphone" or the "Company")

Symbol: CPW

Carphone shareholders approve all-share merger (the "Merger")

of the Company and Dixons Retail plc

The Boards of the Company and Dixons Retail plc announced on 15 May 2014 that they had reached an agreement on the terms of the Merger, which is to be implemented by way of a scheme of arrangement of Dixons Retail plc.

In connection with the Merger, the Company announces that at the General Meeting of the Company held earlier today, all of the Resolutions, details of which are described in the circular and notice of general meeting to Carphone Shareholders dated 26 June 2014 (the "Circular"), were duly passed.

Sebastian James, Chief Executive of Dixons Retail and Chief Executive Designate of Dixons Carphone, said:

"I'm delighted that shareholders have unequivocally supported the creation of Dixons Carphone.

The mobile and electrical markets are converging rapidly, with the connected world becoming reality. A phone that controls your music system, a tablet that throws your photos to your TV, a smart watch that tracks your fitness goals. Through this merger, we can help people choose exactly the right products and connectivity for their own lives, but also provide services that bring these products to life and keep them working each and every day.

The integration team has made a flying start to getting the process underway and we are encouraged by the evidence - that we are discovering every day - of just how complementary our businesses, colleagues and cultures are.

We look forward to building on this momentum together, as Dixons Carphone."

Andrew Harrison, Chief Executive of Carphone Warehouse and Deputy Chief Executive Designate of Dixons Carphone, said:

"We appreciate the overwhelming support of our shareholders and look forward to completion.

The connected world presents us with exciting opportunities, it requires expertise and support to be able to bring these technologies to life and ensure they do what they intend to do: make our lives better. We believe that Dixons Carphone will be the first and the best retailer to offer this complete end-to-end service.  In doing so, we will create value for all of our stakeholders.  It's an exciting time and together we can't wait to bring the Dixons Carphone vision to life."

Results of the Carphone General Meeting

At the General Meeting, each of the Resolutions was passed on a show of hands. The proxy voting results for the Resolutions were as follows:

Resolution (number as noted in notice of meeting)		Shares For	Shares Discretionary	Shares Against	Shares Marked as Votes Withheld / Abstentions
1	To approve the Merger and the allotment of the New Dixons Carphone Shares	479,378,255	31,508	569,837	8,109,905
2	To increase the limit on fees payable to directors	477,898,798	36,008	7,869,946	2,284,753
3	To authorise an extension of, and amendments to the rules of, the Carphone 2010 Share Scheme	487,980,365	35,797	60,816	12,527
4	To authorise amendments to the rules of, and awards under, the CPWG Share Plan	448,815,083	37,558	38,305,951	930,913

A vote withheld is not a vote in law and does not count in the total of votes cast. The issued share capital of the Company eligible to vote is 576,067,769 Carphone Shares. Valid proxy appointments were made in respect of 488,089,505 Carphone Shares (approximately 85%).

A copy of all Resolutions passed at the General Meeting will shortly be available for inspection at the Financial Conduct Authority's National Storage Mechanism which can be accessed at www.morningstar.co.uk/uk/NSM.

For the results of the Dixons Retail plc general meeting, please refer to their corporate website, www.dixonsretail.com.

A further announcement regarding Admission will be released in due course.

Enquiries:

Kate Ferry, Investor Relations Director [phone] Tim Morris, Company Secretary and General Counsel                   [phone]

Citigate Dewe Rogerson (PR)

Anthony Carlisle [phone]

For further information, please visit www.cpwplc.com

Important notices

Certain statements contained or incorporated in this announcement may constitute "forward-looking statements".  In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "projects", "aims", "plans", "predicts", "prepares", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of Carphone and/or the Combined Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such forward-looking statements are based on numerous assumptions regarding Carphone and/or the Combined Group's present and future business strategies and the environment in which Carphone and/or the Combined Group will operate in the future. These forward-looking statements speak only as at the date of this announcement.  Except as required by the FCA, the London Stock Exchange or applicable law (including as may be required by the UKLA Rules), Carphone, the Carphone Directors, the Proposed Directors and the Joint Sponsors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future or are beyond Carphone's or the Combined Group's control. Forward-looking statements are not guarantees of future performance.  Carphone's and the Combined Group's actual results of operations, financial condition and the development of the business sector in which Carphone and the Combined Group operates may differ materially from those suggested by the forward-looking statements contained in this document including, but not limited to, UK domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, currency changes, inflation, deflation, the timing impact and other uncertainties of future acquisitions or combinations within relevant industries, as well as the impact of tax and other legislation and other regulations in the jurisdictions in which Carphone and the Combined Group and its affiliates operate. In addition, even if Carphone's or the Combined Group's actual results of operations, financial condition and the development of the business sector in which Carphone or the Combined Group operates are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods.  The forward-looking statements contained in this announcement speak only as of the date of this announcement. Carphone, the Carphone Directors, the Proposed Directors and the Joint Sponsors expressly disclaim any obligations or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules.

Capitalised terms used in the Circular shall have the same meanings in this announcement, unless otherwise defined herein.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

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.

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 [phone].

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 by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of that website are not incorporated into 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 [phone] or by submitting a request in writing to Tim Morris at Carphone's Head Office at 1 Portal Way, London, W3 6RS.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.

 

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