Future plc (LSE:FUTR) agreed on scheme of arrangement to acquire GoCo Group plc (LSE:GOCO) from a group of shareholders for approximately £570 million on November 25, 2020. Under the terms of the transaction, GoCo Group shareholders will be entitled to receive 0.052497 Future shares and £0.33 in cash. Post-closing, GoCo Group shareholders will own approximately 19% of the combined group. The cash consideration payable by Future will be funded through a new two year term credit facility of £215 million provided via an amendment to an existing credit facility agreement entered into by Future with HSBC Bank Plc, HSBC UK Bank Plc, National Westminster Bank Plc, NatWest Markets Plc and The Governor and Company of the Bank of Ireland. Of the total amount available under the facility, approximately £144 million will be used to fund the transaction. Post-closing, GoCo Group plc will become a wholly-owned subsidiary of Future. A request will be made to the London Stock Exchange to cancel trading in GoCo Group shares and de-list GoCo Group from the official list and re-register it as a private company. Future reserves the right to elect to implement the combination by way of a takeover offer for the entire issued and to be issued share capital of GoCo Group as an alternative to the scheme of arrangement. Ernst & Young acted as due diligence provider to future PLC.

Angela Seymour-Jackson, an existing Non-Executive Director of GoCo Group, will join the Future Board as a Non-Executive Director. There are no other planned changes to the current composition of the Future Board of Directors. The remaining non-executive directors of GoCo Group are expected to resign as Directors of GoCo Group. Post-closing, it is expected that Matthew Crummack will remain with the combined group for a brief transition period before departing. Alan Burns, Chief Financial Officer of GoCo Group will be appointed to a new role within Future. Future has given assurances to the Independent GoCo Group Directors that, post-combination, the existing contractual and statutory employment rights, including pension rights, of the management and employees of GoCo Group and its subsidiaries will be fully safeguarded in accordance with applicable law. Future's plans for GoCo Group do not involve any material change in the conditions of employment of GoCo Group's employees. Future Board intends to retain GoCo Group's office in Newport. Post-closing, it is expected that the London corporate headquarters of GoCo Group will be merged with Future's and as a consequence GoCo Group's office in Soho will close. The combined group will retain offices in London at Paddington and Marsh Wall, Canary Wharf. Future has no plans to change the locations of business nor redeploy the fixed assets of GoCo Group.

The transaction is subject to the approval of Financial Conduct Authority of the United Kingdom, City Code on Takeovers and Mergers, the Panel on Takeovers and Mergers of the United Kingdom (Panel), the London Stock Exchange, majority of Future shareholders, majority of GoCo Group shareholders (not less than 75%), High Court of Justice in England and Wales and other conditions. The Future Board intends unanimously to recommend that Future Shareholders vote in favor of the Future Resolution. The Independent GoCo Group Directors intend to recommend unanimously that GoCo Group shareholders vote or procure votes to approve the offer at the GoCo Group court meeting and vote or procure votes in favor of the GoCo Group resolution at the GoCo Group general meeting as they have irrevocably undertaken to do in respect of holdings which in aggregate amount to 126.43 million GoCo Group shares (representing approximately 29.98% of the issued share capital of GoCo Group). The Boards of GoCo Group and Future agreed the terms of the offer. Future has received irrevocable undertakings and a letter of intent in respect of an aggregate of 141.52 million GoCo Group shares representing 33.56% of the issued share capital of GoCo Group. The independent GoCo Group Directors established a committee for the transaction. As of January 4, 2021, Financial Conduct Authority has given written notice in accordance with Part XII of FSMA of its approval of the transaction. The GoCo Group and Future General Meeting, which are to be held on January 14, 2021. On January 14, 2021, the shareholders of both the companies approved the deal. Court meeting will take place on February 16, 2021. As of February 16, 2021, GoCo Group is pleased to announce that the High Court of Justice in England and Wales has today sanctioned the Scheme pursuant to which the combination is being implemented. Applications have been made for the suspension of trading in GoCo Group Shares on the London Stock Exchange's main market for listed securities and the listing of GoCo Group Shares on the premium listing segment of the Official List of the Financial Conduct Authority and such suspensions are expected to take effect on February 17, 2021 with February 16, 2021, being the last day of dealings in, and for the registration and transfer of, GoCo Group Shares. The de-listing of GoCo Group Shares from the premium listing segment of the Official List of the Financial Conduct Authority and the cancellation of the admission to trading of GoCo Group Shares on the London Stock Exchange's main market for listed securities have also been applied for and will, subject to the Scheme becoming effective, take effect on February 18, 2021. The transaction is expected to become effective in the first quarter of 2021. The long stop date for the transaction is May 28, 2021. The deal is expected to be completed by February 17, 2021. The Future Board of Directors expects the combination to be immediately earnings per share accretive and materially earnings per share accretive in the first full year post the combination becoming effective (including expected recurring run-rate cost synergies). The financial impact of the combination is expected to result in attractive margins, have a highly cash generative profile, enhanced scale and the opportunity to invest in growth opportunities and cost synergies of approximately £10 million. The combination will not have a material impact on the research and development activities of either GoCo Group or Future.

Mark Rawlinson, Laurence Hopkins, Bobak Shoraka, Ben Grindley and Richard Brown of Morgan Stanley & Co. International plc acted as the financial advisor, Equiniti Group plc (LSE:EQN) acted as the registrar and John Papanichola, Robert Innes, Nick Bonsall, Phil Linnard, Ian Brown, Matthew Tobin, Philippe Chappatte, and Gareth Miles of Slaughter and May acted as the legal advisor for GoCo Group plc. Owain Evans, Khamran Ali, Bertie Whitehead and Tom Hartley of Goldman Sachs International and Nick Westlake, Mark Lander, Hugo Rubinstein and Alec Pratt of Numis Securities Limited acted as the financial advisors, Ernst & Young LLP acted as an accountant and Simmons & Simmons LLP acted as the legal advisor for Future plc. Nicholas Holmes, Tim Rennie and Tom Mercer of Ashurst advised Goldman Sachs and Numis Securities. Edward Knight, Tom Ballard and Nick Prowting of Peel Hunt acted as investment advisor for GoCo Group. Ben Ward of Herbert Smith Freehills LLP has advised Sir Peter Wood as shareholder in GoCo Group plc.