Chime Communications : Court sanction announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR SUCH JURISDICTION FOR IMMEDIATE RELEASE

Chime Communications plc

Recommended offer for Chime Communications plc ('Chime') by Bell Bidder Limited by means of a scheme of arrangement under sections 895 to 899 of the Companies Act 2006 (the 'Scheme')

Scheme sanctioned by the Court

Chime is pleased to announce that the Scheme was today sanctioned by the High Court of Justice of England and Wales (the 'Court').

Subject to HMRC stamping the Court order sanctioning the Scheme, it is expected that the Scheme will become effective between 9 and 16 October 2015 when a copy of the Court order is delivered to the Registrar of Companies (the 'Effective Date').

The last day for dealings and registration of transfers in Chime Shares will be 7 October 2015. Dealings in Chime Shares will be suspended with effect from 5.00 p.m. on 7 October 2015.

The Scheme Record Time, by reference to which the entitlement of Scheme Shareholders to receive the offer consideration of 365 pence per Scheme Share is calculated, is 6.00 p.m. on 7 October 2015.

It is expected that Chime Shares will be delisted with effect from 8.00 a.m. on the day following the Effective Date.

A further announcement will be made when the Scheme becomes effective.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme.

Internet users will be able to view this announcement, together with other information about Chime, on the company's website by no later than noon on 7 October 2015: http://www.chimeplc.com

Enquiries:

Robey Warshaw LLP ('Robey Warshaw') is authorised and regulated by the Financial Conduct Authority in the UK. Robey Warshaw is acting exclusively as financial adviser to Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Robey Warshaw nor for providing advice in connection with the Acquisition or any matter referred to herein.

Moelis & Company UK LLP ('Moelis & Company') is authorised and regulated by the Financial Conduct Authority in the UK. Moelis & Company is acting exclusively as financial adviser to Chime and no one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Moelis & Company nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis & Company in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting as financial adviser to Chime and for no-one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to its clients nor for providing advice in connection with the Acquisition or any matter referred to herein.

Numis Securities Limited ('Numis'), which is authorised and regulated by the Financial Conduct Authority, is acting as broker to Chime and for no one else in connection with the Acquisition and will not be responsible to anyone other than Chime for providing the protections afforded to clients of Numis or for providing advice in relation to or in connection with the Acquisition or any matter referred to herein.

IMPORTANT NOTICES

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with the laws of England and Wales 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 of jurisdictions outside the United Kingdom.

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

Overseas Shareholders

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under English law. The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the Exchange Act. Accordingly, the Acquisition 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 and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable to the UK that may not be comparable to the financial statements of US companies.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction (each a 'Restricted Jurisdiction') and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted 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 Acquisition 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 Acquisition (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 the Acquisition to Chime 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 United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward-looking statements

This Announcement contains statements about Bidco and Chime that are or may be forward-looking statements. All statements other than statements of historical facts included in this Announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'anticipates', 'estimates', 'projects' or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Chime's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Chime's business.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Bidco and Chime disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to Bidco or Chime or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Chime for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Chime.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company 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) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (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 the offeree company 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 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company 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) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 http://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. You should contact the Market Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Electronic communications

Addresses, electronic addresses and certain information provided by Chime Shareholders, persons with information rights and other relevant persons for the receipt of communications from Bidco may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this Announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested from Bidco by contacting Robey Warshaw on 020 7317 3900 or Chime by contacting Moelis & Company on 020 7634 3500, as appropriate.