The end of KCOM is nigh
Wed, 24th Apr 2019 14:41
RNS Number : 9854W
Universities Superannuation Scheme
24 April 2019
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 OR REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 April 2019
RECOMMENDED CASH ACQUISITION
KCOM Group Public Limited Company (KCOM)
Humber Bidco Limited (Bidco)
a wholly-owned indirect subsidiary of Universities Superannuation Scheme Limited (USSL) (acting in its capacity as sole corporate trustee of Universities Superannuation Scheme (USS))
to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Â· The boards of Bidco and KCOM are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by Bidco, a wholly-owned indirect subsidiary of USSL, of the entire issued and to be issued ordinary share capital of KCOM (the Acquisition). It is intended that the Acquisition will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act (the Scheme).
Â· Under the terms of the Acquisition, KCOM Shareholders will be entitled to receive:
for each KCOM Share 97 pence in cash (the Acquisition Price)
Â· The Acquisition Price represents an attractive premium of approximately:
Â· 33.8 per cent. to the Closing Price of 72.5 pence for each KCOM Share on the Last Practicable Date;
Â· 36.1 per cent. to the volume-weighted average price of 71.2 pence for each KCOM Share for the one month period prior to the Last Practicable Date; and
Â· 38.0 per cent. to the volume-weighted average price of 70.3 pence for each KCOM Share for the three month period prior to the Last Practicable Date.
Â· The Acquisition values the entire issued and to be issued ordinary share capital of KCOM at approximately Â£504 million.
Â· If any dividend or other distribution is authorised, declared, made or paid in respect of KCOM Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Acquisition Price by an amount up to the amount of such dividend or other distribution for each KCOM Share, in which case eligible KCOM Shareholders will be entitled to receive and retain such dividend or other distribution.
Â· The KCOM Directors, who have been so advised by Rothschild & Co as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the KCOM Directors, Rothschild & Co has taken into account the commercial assessments of the KCOM Directors. Rothschild & Co is providing independent financial advice to the KCOM Directors for the purposes of Rule 3 of the Takeover Code.
Â· Accordingly, the KCOM Directors intend to recommend unanimously that KCOM Shareholders vote in favour of the Scheme at the Court Meeting, and in favour of the General Meeting Resolution to be proposed at the General Meeting, as the KCOM Directors who are interested in KCOM Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 317,016 KCOM Shares representing, in aggregate, approximately 0.06 per cent. of KCOM’s issued ordinary share capital on the Last Practicable Date.
Irrevocable undertakings and letter of intent
Â· Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and in favour of the General Meeting Resolution to be proposed at the General Meeting, from Teleios Capital Partners and Invesco Asset Management in respect of 131,758,930 KCOM Shares representing, in aggregate, approximately 25.5 per cent. of KCOM’s issued ordinary share capital on the Last Practicable Date.
Â· Bidco has also received a non-binding letter of intent from Majedie Asset Management to vote in favour of the Scheme at the Court Meeting and in favour of the General Meeting Resolution at the General Meeting in respect of 17,006,505 KCOM Shares representing approximately 3.3 per cent. of KCOM’s issued ordinary share capital on the Last Practicable Date.
Â· Bidco has therefore received irrevocable undertakings and a letter of intent in respect of a total number of 149,082,451 KCOM Shares representing, in aggregate, approximately 28.9 per cent. of KCOM’s issued ordinary share capital on the Last Practicable Date.
Â· Further details of these irrevocable undertakings and the letter of intent (and the circumstances in which the irrevocable undertakings will cease to be binding or otherwise fall away) are set out in Appendix 3.
Information on Bidco, USSL and USSIM
Â· Bidco is a wholly-owned indirect subsidiary of USSL (acting in its capacity as sole corporate trustee of USS). USSL is the corporate trustee of one of the largest private sector pension funds in the UK with assets under management of Â£64 billion as at 31 March 2018.
Â· USSL, through its investment manager, USS Investment Management Limited (USSIM), is a long-term owner of assets with a track record of investing in UK infrastructure and infrastructure-like businesses.
Â· USSIM’s Private Markets Group has experience of investing around the world and in the UK across a wide range of private asset classes. As at 31 March 2018, it managed over Â£15 billion of private market assets, including investments in Heathrow Airports Holdings, L1 Renewables, Moto Hospitality, NATS and Thames Water.
Information on KCOM
Â· KCOM, a leading provider of IT and communications solutions to consumers and businesses across the UK, is one of the UK’s longest-established communications companies, helping customers get connected since 1904. Throughout the decades, KCOM has stayed at the forefront of technology and communications. KCOM is focussed on three markets:
Â· Hull and East Yorkshire: KCOM provides voice and internet-based services to 140,000 consumers and businesses in the region;
Â· Enterprise: KCOM serves large enterprise and public sector organisations that need complex technology solutions to serve customers better and adapt to an ever-changing competitive and regulatory environment; and
Â· National Network Services: KCOM serves UK-based multi-site organisations that rely on connectivity as part of their business operations.
Â· Further information on KCOM is available at www.kcomplc.com.
Â· It is intended that the Acquisition will be implemented by means of a Court-approved scheme of arrangement under Part 26 of the Companies Act. However, Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer.
Â· The Acquisition will be subject to the approval of KCOM Scheme Shareholders at the Court Meeting and the passing of the General Meeting Resolution by KCOM Shareholders at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of KCOM Scheme Shareholders, representing at least 75 per cent. in value of the KCOM Scheme Shares voted by those KCOM Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting. In addition, the General Meeting Resolution required to implement certain matters in connection with the Scheme must be passed by KCOM Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
Â· The Acquisition is subject to the Conditions and further terms set out in Appendix 1 and to be set out in the Scheme Document. It is expected that the Scheme will become Effective in mid-2019.
Â· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the General Meeting, will be published as soon as practicable and, in any event, within 28 days of this Announcement.
Â· In light of this Announcement, the KCOM presentation currently scheduled for 26 April 2019 will not be taking place. The KCOM Board’s consideration of KCOM’s Strategy Review within the context of the Acquisition is provided later in this Announcement.
Commenting on the Acquisition, Patrick De Smedt, Interim Non-executive Chairman of KCOM, said:
“The Board believes that USSL’s offer for KCOM provides, on completion, both meaningful, guaranteed cash returns for shareholders as well as a strong, supportive partner in our endeavours to take the business forward to new successes. The Board believes that the offer of 97p per share represents a compelling opportunity for shareholders to realise an attractive cash value in respect of their shares and recognises the quality of KCOM’s businesses and the strength of their future prospects. For all these reasons, the Board unanimously recommends that shareholders accept the offer.”
Commenting on the Acquisition, Mike Powell, Head of the Private Markets Group at USSIM, said:
“We believe that KCOM is a high-quality business that is well-placed to grow and thrive under private ownership and that is why we have made this compelling offer to shareholders at an attractive premium. With the right capital support and assistance, we believe that KCOM’s management will be able to enhance the quality of its offering, delivering benefits for customers as well as sustainable, long-term returns. USSL’s track record as a long-term and supportive shareholder with extensive experience in regulated sectors makes us an ideal partner for KCOM.”
This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Acquisition will be made subject to the Conditions and further terms set out in Appendix 1. The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. Details of the irrevocable undertakings and the letter of intent given in relation to the Acquisition are set out in Appendix 3. Certain definitions and terms used in this Announcement are set out in Appendix 4.
Tel: +44 (0) 20 7972 6321
Arma Partners LLP (Financial adviser to Bidco)
Tel: +44 (0) 20 7290 8100
Gleacher Shacklock LLP (Financial adviser to Bidco)
Tel: +44 (0) 20 7484 1150
Tel: 44 (0) 20 7251 3801
Graham Sutherland, Chief Executive Officer
Cathy Phillips, Investor Relations
Tel: +44 (0) 1482 602 595
Rothschild & Co (Lead financial adviser to KCOM)
Tel: +44 (0) 20 7280 5000
Peel Hunt LLP (Joint financial adviser and joint broker to KCOM)
Tel: +44 (0) 20 7418 8900
Investec Bank plc (Joint financial adviser and joint broker to KCOM)
Tel: +44 (0) 20 7597 5970
FTI Consulting (PR adviser to KCOM)
Tel: +44 (0) 20 3727 1000
Allen & Overy LLP is retained as legal adviser to USSL and Bidco. Addleshaw Goddard LLP is retained as legal adviser to KCOM.