Carphone Warehouse : Publication of Merger documentation

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 THAT 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 WHICH ARE BEING PUBLISHED TODAY

FOR IMMEDIATE RELEASE

26 June 2014

Recommended all-share merger of
Carphone Warehouse Group plc
and
Dixons Retail plc

Publication of Merger documentation

On 15 May 2014, Dixons Retail plc ("Dixons ") and Carphone Warehouse Group plc ("Carphone ") announced that they had reached agreement on the terms of a recommended all-share merger of Dixons and Carphone.  The Merger is to be implemented by means of a scheme of arrangement of Dixons under Part 26 of the Companies Act 2006 (the "Scheme ").

The boards of Dixons and Carphone are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document" ), the Dixons Carphone Prospectus and the Carphone Circular have been published today.

As set out in the Carphone Circular, a general meeting of Carphone Shareholders (the "Carphone General Meeting ") is scheduled to be held at 11.00 a.m. on 17 July 2014 at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB to allow Carphone Shareholders to vote on the resolutions required to approve and implement the Merger and related matters.

The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by Dixons Shareholders.  As described in the Scheme Document, to become Effective, the Scheme will also require, amongst other things, the approval of Dixons Shareholders at the Court Meeting and the passing of a special resolution at a general meeting of Dixons Shareholders (the "Dixons General Meeting ").

The Court Meeting and the Dixons General Meeting are scheduled to be held at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ on 17 July 2014, with the Court Meeting scheduled to commence at 10.00 a.m. and the Dixons General Meeting scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).  Notices of the Court Meeting and the Dixons General Meeting are set out in the Scheme Document.

Subject to the requisite approval of Dixons Shareholders at the Court Meeting and the Dixons General Meeting, the requisite approval of Carphone Shareholders at the Carphone General Meeting, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court at the Scheme Sanction Hearing and Reduction Hearing, respectively, and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 6 August 2014.

The expected timetable of principal events is set out below:

All times shown in this announcement are London times unless otherwise stated.  The dates and times given are indicative only and are based on Dixons' and Carphone's current expectations and may be subject to change (including as a result of changes to the regulatory timetable).  If any of the times and/or dates above change, the revised times and/or dates will be notified to Dixons Shareholders by announcement through a Regulatory Information Service.

The Scheme Document, the Dixons Carphone Prospectus and the Carphone Circular will be available on Dixons' website (www.dixonsretail.com) and Carphone's website (www.cpwplc.com) up to and including the Effective Date.  A copy of the Scheme Document, the Dixons Carphone Prospectus and the Carphone Circular will also be submitted to the National Storage Mechanism, where they will be available for inspection at www.morningstar.co.uk/uk/NSM.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

For further information:

Important notices

Citigroup Global Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting as lead financial adviser and corporate broker to Dixons and for no one else in connection with the Merger and will not be responsible to anyone other than Dixons for providing the protections afforded to its clients or for providing advice in connection with the Merger or any other matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser and corporate broker to Dixons and for no one else in connection with the Merger and will not be responsible to anyone other than Dixons for providing the protections afforded to its clients or for providing advice in connection with the Merger or any other matter referred to herein.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFIN - Federal Financial Supervisory Authority). Deutsche Bank AG, London Branch is further authorised by the Prudential Regulation Authority and is subject to limited regulation by the FCA and the Prudential Regulation Authority. Deutsche Bank is acting as lead financial adviser, joint sponsor and corporate broker to Carphone and for no one else in connection with the Merger and Admission and will not be responsible to anyone other than Carphone for providing the protections afforded to its clients or for providing advice in connection with the Merger or Admission or any other matter referred to herein.

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting as joint financial adviser, joint sponsor and corporate broker to Carphone and for no one else in connection with the Merger and Admission and will not be responsible to anyone other than Carphone for providing the protections afforded to its clients or for providing advice in connection with the Merger or Admission or any other matter referred to herein.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

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 +44 (0) 20 7638 0129.

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 and on Dixons' website www.dixonsretail.com by no later than 12 noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites 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 +44 20 8617 6002 or by submitting a request in writing to Tim Morris at Carphone's Head Office at 1 Portal Way, London, W3 6RS.  Dixons Shareholders may request a hard copy of this announcement by contacting Capita Asset Services during business hours on 0871 664 0321 or by submitting a request in writing to Capita Asset Services at the Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU. 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.