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Scheme of Arrangement becomes Effective

Scheme of Arrangement becomes Effective

Scheme of Arrangement becomes Effective

On 3 June 2019, the boards of KCOM Group Public Limited Company (KCOM) and MEIF 6 Fibre Limited (MEIF 6 Fibre) announced that they had reached agreement on the terms of a recommended cash acquisition by MEIF 6 Fibre of the entire issued and to be issued ordinary share capital of KCOM (the Acquisition) for a consideration of 108 pence for each KCOM Scheme Share. The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).

On 12 July 2019, MEIF 6 Fibre announced a revised cash offer of 120.3 pence for each KCOM Scheme Share, to be implemented by way of the Scheme.

On 26 July 2019, KCOM and MEIF 6 Fibre announced that the Scheme had been approved by the requisite majority at the Court Meeting and that the General Meeting Resolution had been passed at the General Meeting.

On 30 July 2019 KCOM announced that the Court had made an order sanctioning the Scheme (the Court Order) at the Court Hearing held earlier that day. 

The boards of directors of KCOM and MEIF 6 Fibre are pleased to announce that, following delivery of the Court Order to the Registrar of Companies earlier today, all conditions to the Scheme have been satisfied or waived and the Scheme has now become Effective.

Settlement of consideration

Under the terms of the Scheme, KCOM Scheme Shareholders on KCOM's register of members at the Scheme Record Time, being 10.00 p.m. on 31 July 2019, are entitled to receive 120.3 pence for each KCOM Scheme Share held. Cash entitlements will be rounded up to the nearest penny. As set out in the scheme document sent to KCOM Shareholders on 18 June 2019 (Scheme Document), the despatch of cheques (for KCOM Scheme Shareholders holding KCOM Scheme Shares in certificated form) and the crediting of CREST accounts with cash consideration (for KCOM Scheme Shareholders holding KCOM Scheme Shares in uncertificated form) will occur as soon as practicable and in any event by 15 August 2019.

Cancellation of listing

It is expected that the cancellation of admission to trading of KCOM Shares on the London Stock Exchange's main market for listed securities, and cancellation of the admission of KCOM Shares to the premium listing segment of the Official List of the Financial Conduct Authority, will in each case take effect no later than 8.00 a.m. on 2 August 2019.

Other

If any of the expected times and/or dates above change, the revised times and/or dates will be notified to KCOM Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on KCOM's website at www.kcomplc.com and Macquarie Infrastructure and Real Assets' website at www.macquarie.co.uk/mgl/uk/meif/meif6-fibre-offer.

Capitalised terms used but not defined in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.