RNS Number:1887Z
Equinix Inc
28 June 2007
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 OF SUCH JURISDICTION
28 June 2007
EQUINIX UK LIMITED ("EQUINIX UK")
RECOMMENDED CASH OFFER FOR
IXEUROPE PLC ("IXEUROPE") TO BE IMPLEMENTED
BY MEANS OF
A SCHEME OF ARRANGEMENT
* The boards of Equinix UK (a wholly-owned subsidiary of Equinix, Inc
("Equinix")) and IXEurope announce that they have reached agreement on the terms
of a recommended cash offer by Equinix UK for the entire issued and to be issued
share capital of IXEurope (the "Acquisition") to be implemented by means of a
scheme of arrangement.
* Under the terms of the Acquisition, IXEurope Shareholders
will receive 125 pence in cash for each IXEurope Share held at the Scheme Record
Time, valuing the share capital of IXEurope, on a fully diluted basis, at
approximately #240.9 million.
* The Acquisition represents a premium of approximately:
- 82.1 per cent. to the average Closing Price of approximately 68.7
pence per IXEurope Share over the 6 month period up to and including 17 May
2007, being the last Business Day prior to IXEurope's announcement confirming
preliminary discussions regarding a possible offer for IXEurope;
- 49.2 per cent. to the average Closing Price of approximately 83.8
pence per IXEurope Share over the 3 month period up to and including 17 May
2007, being the last Business Day prior to IXEurope's announcement confirming
preliminary discussions regarding a possible offer for IXEurope;
- 19.0 per cent. to the Closing Price of 105.0 pence per
IXEurope Share on 17 May 2007, being the last Business Day prior to IXEurope's
announcement confirming preliminary discussions regarding a possible offer for
IXEurope.
* The proposed price per IXEurope Share represents an
appreciation of 468.2 per cent. over the initial public offering price of 22.0
pence per IXEurope Share on its admission to AIM on 7 April 2006.
* It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under section 425 of the Companies Act. The
Scheme will be subject, inter alia, to approval by IXEurope Shareholders and to
sanction by the Court. It is expected that the Scheme Document will be posted
by no later than 26 July 2007 and that the Scheme will be effective by
mid-September 2007, subject to the satisfaction of all relevant conditions.
* The Directors of IXEurope, who have been so advised by
Lazard, consider the terms of the Acquisition to be fair and reasonable. In
providing advice to the Directors of IXEurope, Lazard has taken into account the
commercial assessments of the Directors of IXEurope. Accordingly, the Directors
will unanimously recommend that IXEurope Shareholders vote in favour of the
resolutions to be proposed at the Court Meeting and the EGM.
* Equinix has received irrevocable undertakings from those
Directors of IXEurope who are IXEurope Shareholders (and from Nightshade Limited
and Southshire Limited, who are the trustees of discretionary trusts of which
certain of the Directors of IXEurope, or members of their families, are
potential beneficiaries), from IX Holdings LLC and from certain funds managed by
Milestone Capital in respect of, in aggregate, 120,460,826 issued IXEurope
Shares, (which represents approximately 66.5 per cent. of the existing issued
ordinary share capital of IXEurope) to vote in favour of the resolutions to be
proposed to IXEurope Shareholders at the Court Meeting and the EGM.
Commenting on the Acquisition, Peter Van Camp, Executive Chairman of Equinix,
said:
"The strategic acquisition of IXEurope by Equinix will solidify Equinix's
position as the world's market leading co-location provider with high-quality
datacentres across the United States, Asia-Pacific and Europe. Customers are
increasingly demanding global solutions as the co-location industry continues to
grow at double digit rates, and IXEurope has become one of the top providers of
co-location services in Europe, operating high-quality datacentres in key
markets. Its integration into Equinix will continue our growth and allow us to
meet the increasing expansion requirements of our global content, network and
enterprise customers. We look forward to welcoming the customers and employees
of IXEurope into Equinix."
Commenting on the Acquisition, Sir Anthony Cleaver, Chairman of IXEurope, said:
"Since its launch in 1999, IXEurope's management has successfully established 14
IXDatacentres in four countries (four IXDatacentres since its initial public
offering in April 2006), providing co-location services to many blue-chip,
international customers. Combining IXEurope's European operational expertise
with Equinix's American and Asian reach will create a leading global co-location
services group. The combined group will be better able to pursue the tremendous
growth opportunities that exist in the co-location market worldwide."
The conditions to the implementation of the Scheme and certain further terms of
the Acquisition are set out in Appendix I to this announcement.
This summary should be read in conjunction with the full text of the attached
announcement.
Enquiries:
Citi (Financial Adviser to Equinix) Tel: +44 20 7986 4000
William Barter
Ralf Pilarczyk
K/F Communications, Inc. (PR Adviser to Equinix) Tel: +1 415 255 6506
David Fonkalsrud
Lazard (Financial Adviser to IXEurope) Tel: +44 20 7187 2000
Cyrus Kapadia
Vincent Le Stradic
College Hill Associates (PR Adviser to IXEurope) Tel: +44 20 7457 2020
Adrian Duffield
Corina Dorward
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the Scheme will be set out in
the Scheme Document. IXEurope Shareholders are advised to read carefully the
formal documentation in relation to the Acquisition once it has been despatched.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The Directors of Equinix accept responsibility for the information contained in
this announcement, other than that relating to the recommendation of the
Acquisition by the Directors of IXEurope, their own views and opinions, and the
information relating to the IXEurope Group, the Directors of IXEurope and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Directors of Equinix (who
have taken all reasonable care to ensure this is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The Directors of IXEurope accept responsibility for the information contained in
this announcement relating to the recommendation of the Acquisition by the
Directors of IXEurope, their own views and opinions, and the information
relating to the IXEurope Group, the Directors of IXEurope and members of their
immediate families, related trusts and persons connected with them. To the best
of the knowledge and belief of the Directors of IXEurope (who have taken all
reasonable care to ensure this is the case), the information contained in this
announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Citi, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for Equinix and no one else in connection with
the Acquisition and will not be responsible to anyone other than Equinix for
providing the protections afforded to clients of Citi or for providing advice in
relation to the Acquisition or any offer or arrangement referred to herein.
Lazard, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for IXEurope and for no one else in connection
with the Acquisition and will not be responsible to anyone other than IXEurope
for providing the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition or any offer or arrangement referred to
herein.
This announcement has been prepared for the purposes of complying with English
law, the AIM Rules 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 laws and regulations of any jurisdiction outside the
United Kingdom.
This announcement does not constitute a prospectus or prospectus equivalent
document. IXEurope Shareholders should read carefully the formal Scheme Document
once it has been despatched.
Forward Looking Statements
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs or difficulties relating to the
integration of the business of Equinix and IXEurope, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or realised
within the expected time frame; competitive pressures in the industry increase;
general economic conditions or conditions affecting the relevant industries,
whether internationally or in the places where Equinix and IXEurope do business,
are less favourable than expected; and/or conditions in the securities markets
are less favourable than expected.
Disclosure in accordance with Rule 2.10 of the Code
In accordance with Rule 2.10 of the Code, IXEurope confirms that, as at close of
business on 27 June 2007, it had the following relevant securities in issue:
181,184,323 ordinary shares of 1 pence each with ISIN code GB00B11YBH19
In addition to the above, IXEurope also has 13,303,263 unlisted options
outstanding.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of IXEurope, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
IXEurope, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of IXEurope by Equinix or IXEurope, or by any of their respective "
associates", must be disclosed by no later than 12.00 noon (London time) on the
London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.
Appendix I contains conditions to the implementation of the Scheme and certain
further terms of the Acquisition and Appendix II contains the definitions of
certain terms used in this 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 OF SUCH JURISDICTION
28 June 2007
EQUINIX UK LIMITED ("EQUINIX UK")
RECOMMENDED CASH OFFER FOR
IXEUROPE PLC ("IXEUROPE") TO BE IMPLEMENTED BY MEANS OF
A SCHEME OF ARRANGEMENT
1. Introduction
The boards of Equinix UK (a wholly-owned subsidiary of Equinix Inc. ("Equinix"))
and IXEurope announce that they have reached agreement on the terms of a
recommended cash offer by Equinix UK for the entire issued and to be issued
share capital of IXEurope (the "Acquisition") to be implemented by means of a
scheme of arrangement.
Under the terms of the Acquisition, IXEurope Shareholders will receive 125 pence
in cash for each IXEurope Share held at the Scheme Record Time, valuing the
share capital of IXEurope, on a fully diluted basis, at approximately #240.9
million.
2. The Acquisition
It is intended that the Acquisition will be implemented by means of a scheme of
arrangement under section 425 of the Companies Act (involving a reduction of
capital under section 135 of the Companies Act). The Scheme will be subject to
the Conditions and further terms set out in Appendix I to this announcement and
any further terms to be set out in the Scheme Document. If the Scheme (and the
reduction of capital) becomes effective, the Scheme Shares will be cancelled and
Scheme Shareholders on the register of members at the Scheme Record Time will
receive:
for each IXEurope Share 125 pence in cash
The consideration to be received under the Acquisition represents a premium of
approximately:
- 82.1 per cent. to the average Closing Price of approximately 68.7
pence per IXEurope Share over the 6 month period up to and including 17 May
2007, being the last Business Day prior to IXEurope's announcement confirming
preliminary discussions regarding a possible offer for IXEurope;
- 49.2 per cent. to the average Closing Price of approximately 83.8
pence per IXEurope Share over the 3 month period up to and including 17 May
2007, being the last Business Day prior to IXEurope's announcement confirming
preliminary discussions regarding a possible offer for IXEurope;
- 19.0 per cent. to the Closing Price of 105.0 pence per
IXEurope Share on 17 May 2007, being the last Business Day prior to IXEurope's
announcement confirming preliminary discussions regarding a possible offer for
IXEurope.
The proposed price per IXEurope Share represents an appreciation of 468.2 per
cent. over the initial public offering price of 22.0 pence per IXEurope Share on
its admission to AIM on 7 April 2006.
3. Recommendation of the Directors of IXEurope
The Directors of IXEurope, who have been so advised by Lazard, consider the
terms of the Acquisition to be fair and reasonable. In providing advice to the
Directors of IXEurope, Lazard has taken into account the commercial assessments
of the Directors of IXEurope. Accordingly, the Directors of IXEurope will
unanimously recommend that IXEurope Shareholders vote in favour of the
resolutions to be proposed at the Court Meeting and the EGM required to
implement the Scheme.
4. Irrevocable undertakings
Equinix UK has received irrevocable undertakings from all of those Directors of
IXEurope who are IXEurope Shareholders (and from Nightshade Limited and
Southshire Limited, who are the trustees of discretionary trusts of which
certain of the Directors of IXEurope, or members of their families, are
potential beneficiaries), to vote in favour of the resolutions approving and
implementing the Scheme to be proposed to the IXEurope Shareholders at the Court
Meeting and the EGM, respectively, in respect of such directors' own beneficial
shareholdings and the shareholdings of Nightshade Limited and Southshire Limited
amounting to 5,288,800 IXEurope Shares in aggregate, which represents
approximately 2.9 per cent. of IXEurope's issued ordinary share capital.
Certain Directors of IXEurope have also undertaken to accept the IXEurope Share
Scheme proposals, as set out in paragraph 9 below, in respect of their holdings
of options.
The irrevocable undertakings from those Directors of IXEurope holding IXEurope
Shares, and from Nightshade Limited and Southshire Limited, will fall away in
certain circumstances including (i) if the Scheme does not become effective and
Equinix UK fails to make an Offer within 10 Business Days thereafter; or (ii) if
Equinix UK elects to implement the Acquisition by means of an Offer which lapses
or is withdrawn; or (iii) the Effective Date does not occur by 31 October 2007.
Equinix UK has received further irrevocable undertakings from certain other
IXEurope Shareholders, namely IX Holdings LLC and certain funds managed by
Milestone Capital to vote in favour of the resolutions approving and
implementing the Scheme to be proposed to the IXEurope Shareholders at the Court
Meeting and the EGM, respectively, in respect of 115,172,026 IXEurope Shares in
aggregate, which represents approximately 63.6 per cent. of the IXEurope's
issued ordinary share capital.
The irrevocable undertakings from IX Holdings LLC and the funds managed by
Milestone Capital will fall away in certain circumstances including (i) if the
Scheme does not become effective and Equinix UK fails to make an Offer within 10
Business Days thereafter; (ii) if Equinix UK elects to implement the Acquisition
by means of an Offer which lapses or is withdrawn; or (iii) if a third party
announces a firm intention to make an offer to acquire the whole of the issued
and to be issued share capital of IXEurope not already owned by such third party
which represents an improvement of 10 per cent. per IXEurope Share on the value
of the consideration offered under the Scheme or Offer (as applicable) as at the
date on which such third party offer is announced; or (iv) the Effective Date
does not occur by 31 October 2007.
In the event that Equinix UK elects to implement the Acquisition by means of an
Offer, the undertakings above provide that they will apply to acceptances of
such Offer.
5. Background to and reasons for recommending the Acquisition
IXEurope was launched in 1999 by Guy Willner, Chief Executive Officer and
Christophe de Buchet, Chief Operating Officer and was admitted to trading on AIM
in April 2006. Since its foundation, IXEurope has grown revenues every year by
over 30 per cent. and in 2006 generated an adjusted EBITDA of #4.9 million from
revenues totalling #37.3 million (as per the 2006 annual report of IXEurope).
Whilst the IXEurope Directors are confident that the prospects of the business
as an independent company remain strong, they also recognise the benefits of
increased scale and reach achieved by combining IXEurope with Equinix, a market
leader of carrier-neutral co-location services in the United States and Asia.
Customers of IXEurope are increasingly seeking solutions for their worldwide
co-location requirements. Customers will benefit from both companies' expertise
in operating datacentre environments, their well-regarded presence in the global
internet community, and their experience in serving customers in major financial
centres. The IXEurope Directors believe that the combination will create a
leading global co-location services group. The combined group will be better
able to pursue the tremendous growth opportunities that exist in the co-location
market worldwide.
The board of IXEurope believes that the Acquisition fairly reflects the
potential benefits that can be derived from combining the two businesses. The
Acquisition represents a premium of 82.1 per cent. and 49.2 per cent. over the 6
month and 3 month average Closing Price respectively, a premium of 19.0 per
cent. over the Closing Price of 105.0 pence immediately prior to IXEurope's
announcement confirming preliminary discussions regarding a possible offer for
IXEurope, and an appreciation of 468.2 per cent. over the 22.0 pence initial
public offering price on its admission to AIM on 7 April 2006. Accordingly, the
IXEurope board believes that the Acquisition represents an opportunity for
IXEurope Shareholders to realise an attractive valuation in cash for their
IXEurope Shares.
6. Information on IXEurope
IXEurope is a specialist datacentre provider, focused on providing capacity and
services to enterprise, internet and telecom customers. Launched in 1999,
IXEurope has demonstrated rapid customer growth and revenue growth in excess of
30 per cent. every year. IXEurope has 14 datacentres in four European
countries: the United Kingdom, Germany, France and Switzerland.
7. Information on Equinix
Equinix is the leading global provider of network-neutral datacentres and
internet exchange services for enterprises, content companies, systems
integrators and network services providers. Through the company's internet
Business Exchange (TM) (IBX) (R) centres in ten markets in the US and Asia,
customers can directly interconnect with every major global network and ISP for
their critical peering, transit and traffic exchange requirements. These
interconnection points facilitate the highest performance and growth of the
internet by serving as neutral and open marketplaces for internet infrastructure
services, allowing customers to expand their businesses while reducing costs.
8. Financing of the Acquisition
The Acquisition is being financed by debt financing under committed facilities
from Citi.
Citi is satisfied that sufficient financial resources are available to Equinix
UK to satisfy in full the cash consideration payable by Equinix UK to IXEurope
Shareholders under the terms of the Acquisition.
9. IXEurope Share Schemes
The Acquisition will affect share options granted under the IXEurope Share
Schemes. Participants in the IXEurope Share Schemes will be contacted regarding
the effect of the Acquisition on their rights and appropriate proposals will be
made in due course. These proposals will include the opportunity for holders of
options granted under the IXEurope Unapproved Share Option Scheme to accept a
cash sum equal to the difference between 125 pence and the exercise price of
each share under option in consideration for the cancellation of such options.
Guy Willner and Christophe de Buchet, as holders of options to acquire shares
under the IXEurope Founders Share Option Scheme, have agreed to accept a
proposal by Equinix to cancel those options in consideration for a cash sum of
approximately #2.2 million (representing 71.6 per cent. of a traditionally
calculated cash cancellation payment) and a grant of conditional stock awards
(with a value of approximately #0.9 million representing 28.4 per cent. of a
traditionally calculated cash cancellation payment) which will vest, subject to
continued employment up to 31 December 2008, as to 50.0 per cent. on 31 December
2008 and as to 50.0 per cent. by reference to certain 2008 revenue and EBITDA
targets.
10. Management and employees
It is Equinix UK's intention that, following the Scheme becoming effective, the
existing employment rights, including pension rights, of all employees of the
IXEurope Group will be fully safeguarded.
Guy Willner and Christophe de Buchet have agreed that following the Scheme
becoming effective they will remain with IXEurope until 31 December 2008 and
thereafter unless or until terminated by either party giving to the other 3
months' notice expiring at any time on or after such date. Annual base salaries
and bonuses in respect of 2007 will remain unchanged. Bonuses in respect of the
2008 financial year will be capped at 75 per cent. of current annual base salary
and based: 75 per cent. on EBITDA, 10 per cent. on project hurdle achievement
and 15 per cent. on other personal objectives similar to their 2007 bonuses.
Any bonus will be paid subject to them being in employment with IXEurope on 31
December 2008.
Karen Bach will continue on her existing employment terms and will be awarded an
additional cash bonus equivalent to approximately 30 per cent. of her annual
base salary in February 2008, subject to the completion of certain financial
reporting obligations.
Following the Scheme becoming effective, Equinix intends to make conditional
awards of Equinix stock in the form of Restricted Stock Units granted under the
Equinix 2000 Equity Incentive Plan ("RSUs") to Guy Willner, Christophe de Buchet
and 11 other employees whom they have identified as key to the business.
Guy Willner and Christophe de Buchet will each receive 20,000 RSUs of Equinix
common stock which will be granted and vest as follows:
(a) 8,000 RSUs will be granted following the Scheme becoming
effective and will vest by reference to revenue, EBITDA and capex targets in
respect of IXEurope for 2008; and
(b) 12,000 RSUs will be granted on 1 January 2008 and will vest
subject to time and stock price performance. The first 2,000 RSUs will vest on 1
July 2009 and an additional 2,000 RSUs will vest every six months thereafter
provided the stock price based performance targets are met.
The 11 other key employees will be granted RSUs from a total pool of 102,000
RSUs. These RSUs will vest over three years subject to the achievement of
IXEurope revenue, EBITDA and capex targets set by Equinix in respect of 2008,
2009 and 2010 in tranches of 20 per cent., 40 per cent. and 40 per cent.
respectively.
Lazard, in its capacity as independent financial adviser to IXEurope, considers
the terms of the arrangements between Equinix and certain senior managers of
IXEurope as described in paragraph 9 and this paragraph 10 to be fair and
reasonable as far as independent IXEurope Shareholders are concerned.
11. Implementation Agreement and inducement fee
Equinix, Equinix UK and IXEurope have entered into an Implementation Agreement
which provides, inter alia, for the implementation of the Scheme (or, if
applicable, the Offer) and contains certain assurances and confirmations between
the parties, including with respect to the implementation of the Scheme and
regarding the conduct of the business of the IXEurope Group in the period prior
to the Effective Date.
As an inducement to Equinix to effect the Acquisition, IXEurope and Equinix
entered into an agreement on 14 June 2007, under which IXEurope has agreed to
pay to Equinix the sum of #1,980,000, being less than one per cent. of the fully
diluted value of the Acquisition, on the first to occur of any of the following
circumstances:
* IXEurope notifies Equinix that it does not wish to proceed
further with or recommend the Acquisition; or
* IXEurope enters into any agreement or arrangement in
relation to any alternative offer which implements, or is made with a view to
implementing, the same; or
* IXEurope or any of its representatives are in breach of the
non-solicitation provisions in relation to alternative offers and Equinix
decides not to proceed with the Acquisition.
IXEurope has also undertaken not to solicit any other potential alternative
offers.
12. Scheme of Arrangement
Under the Scheme, each IXEurope Share will be cancelled and new shares in
IXEurope will be issued fully paid to Equinix UK. In consideration for the
cancellation of their shares in IXEurope, IXEurope Shareholders will receive
consideration under the terms of the Acquisition as outlined above. On the
Scheme becoming effective, IXEurope will be a wholly-owned subsidiary of Equinix
UK.
The Scheme will be subject to the conditions set out in Appendix I, including
the sanction of the Scheme by the Court.
To become effective, the Scheme requires, amongst other things, the approval of
a majority in number of IXEurope Shareholders representing three-fourths or more
in value of IXEurope Shares (or the relevant class or classes thereof) present
and voting, either in person or by proxy, at the relevant Court Meeting.
In addition to the Court Meeting, an EGM of IXEurope will be held for the
purpose of considering and, if thought fit, approving one or more special
resolutions relating to the Capital Reduction and the implementation of the
Scheme. This meeting will be held directly after the Court Meeting.
The Scheme and the related Capital Reduction will only become effective upon
delivery to the Registrar of Companies in England and Wales of a copy of the
order of the Court sanctioning the Scheme and the registration of the order of
the Court confirming the Capital Reduction. Upon the Scheme becoming effective,
it will be binding on all IXEurope Shareholders, irrespective of whether or not
they attended or voted at the Court Meeting or the EGM.
13. Disclosure of interests in IXEurope
As at 27 June 2007, the latest practicable time prior to this announcement,
neither Equinix nor Equinix UK, nor any of the Directors of Equinix or Equinix
UK, nor, so far as Equinix or Equinix UK is aware, any party acting in concert
with Equinix or Equinix UK, (i) has any interest in or right to subscribe for
any relevant IXEurope securities, nor (ii) has any short positions in respect of
relevant IXEurope securities (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to take delivery, nor (iii) has borrowed or lent any relevant IXEurope
securities (save for any borrowed shares which have been on-lent or sold). In
view of the requirement for confidentiality, Equinix has not made any enquiries
in this respect of certain parties who may be deemed by the Panel to be acting
in concert with it for the purposes of the Acquisition.
14. Overseas Shareholders
The implications of the Scheme and the Acquisition for persons not resident in
the UK may be affected by the laws of the relevant jurisdiction. Any persons
who are subject to the laws of any jurisdiction other than the UK should inform
themselves about and observe any applicable requirements. Further details in
relation to overseas shareholders will be set out in the Scheme Document.
15. General
It is intended that the formal Scheme Document setting out the details of the
Acquisition will be posted to IXEurope Shareholders and, for information only,
to holders of options under the IXEurope Share Schemes as soon as practicable.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the EGM, the expected timetable and Forms of
Proxy, and will specify the necessary action to be taken by IXEurope
Shareholders.
Prior to (and conditional on) the Scheme becoming effective, Equinix intends to
procure that IXEurope will make an application for the cancellation of trading
of the IXEurope Shares on AIM on the Effective Date.
On the Effective Date, share certificates in respect of the IXEurope Shares will
cease to be valid and entitlements to IXEurope Shares held within the CREST
system will be cancelled.
The Directors of Equinix accept responsibility for the information contained in
this announcement, other than that relating to the recommendation of the
Acquisition by the Directors of IXEurope, their own views and opinions and the
information relating to the IXEurope Group, the Directors of IXEurope and
members of their immediate families, related trusts and persons connected with
them. To the best of the knowledge and belief of the Directors of Equinix (who
have taken all reasonable care to ensure this is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
The Directors of IXEurope accept responsibility for the information contained in
this announcement relating to the recommendation of the Acquisition by the
Directors of IXEurope, their own views and opinions and the information relating
to the IXEurope Group, the Directors of IXEurope and members of their immediate
families, related trusts and persons connected with them. To the best of the
knowledge and belief of the Directors of IXEurope (who have taken all reasonable
care to ensure this is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Citi, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for Equinix and Equinix UK and no one else in
connection with the Acquisition and will not be responsible to anyone other than
Equinix and Equinix UK for providing the protections afforded to clients of Citi
or for providing advice in relation to the Acquisition or any offer or
arrangement referred to herein.
Lazard, which is authorised and regulated in the UK by the Financial Services
Authority, is acting exclusively for IXEurope and for no one else in connection
with the Acquisition and will not be responsible to anyone other than IXEurope
for providing the protections afforded to clients of Lazard or for providing
advice in relation to the Acquisition or any offer or arrangement referred to
herein.
This announcement has been prepared for the purposes of complying with English
law, the AIM Rules 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 laws and regulations of any jurisdiction outside the
United Kingdom.
Equinix UK reserves the right to elect to effect the Acquisition by way of an
Offer. In such event, such Acquisition will be implemented on and subject to
the same terms and conditions, subject to appropriate amendments, including
(without limitation) an acceptance condition set at 90 per cent. of the IXEurope
Shares to which such offer relates (but capable of waiver in accordance with
Rule 10 of the Code) in substitution for the conditions set out in paragraphs
(a), (b) and (c) of Appendix I, so far as applicable, to those that would apply
to the Scheme.
This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction. IXEurope Shareholders are advised to read carefully the formal
Scheme Document once it has been despatched.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
If Equinix UK elects to effect the Acquisition by way of an Offer, then unless
otherwise determined by IXEurope and permitted by applicable law and regulation,
the Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including without limitation,
by mail, telephonically or electronically by way of internet or otherwise) of
interstate or foreign commerce of, or by any facilities of a national, state or
other securities exchange of, Canada, Australia or Japan, or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer should not be accepted by any other such means,
instrumentality or facility from or within Canada, Australia, Japan or any such
jurisdiction and doing so may render invalid any purported acceptance of the
Offer. Accordingly, unless otherwise determined by IXEurope and permitted by
applicable law and regulation, copies of any announcement and any other
documents related to the Offer will not be sent in or into Canada, Australia,
Japan or any such other jurisdiction. All persons receiving any such
announcement (including, without limitation, custodians, nominees and trustees)
should observe these restrictions and should not mail or otherwise forward, send
or distribute any such announcement in, into or from Canada, Australia, Japan or
any other such jurisdiction.
This announcement does not constitute a prospectus or prospectus equivalent
document. IXEurope Shareholders should read carefully the formal documentation
in relation to the Acquisition once the Scheme has been despatched.
Forward Looking Statements
This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as "intends",
"expects", "anticipates", "estimates" and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs or difficulties relating to the
integration of the businesses of Equinix and IXEurope, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or realised
within the expected time frame; competitive pressures in the industry increase;
general economic conditions or conditions affecting the relevant industries,
whether internationally or in the places Equinix and IXEurope do business, are
less favourable than expected; and/or conditions in the securities markets are
less favourable than expected.
Disclosure in accordance with Rule 2.10 of the Code
In accordance with Rule 2.10 of the Code, IXEurope confirms that, as at close of
business on 27 June 2007, it had the following relevant securities in issue:
181,184,323 ordinary shares of 1 pence each with ISIN code GB00B11YBH19
In addition to the above, IXEurope also has 13,303,263 unlisted options
outstanding.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "
interested" (directly or indirectly) in 1% or more of any class of "relevant
securities" of IXEurope, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of
IXEurope, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of IXEurope by Equinix, Equinix UK or IXEurope, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised under the Financial Services and
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or
contact the Panel on telephone number +44 (0) 20 7638 0129; fax number +44 (0)
20 7236 7013.
Appendix I contains conditions to the implementation of the Scheme and certain
further terms of the Acquisition and Appendix II contains the definitions of
certain terms used in this announcement.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME
AND CERTAIN FURTHER TERMS OF THE ACQUISITION
The Acquisition will, if it is implemented by means of a scheme of arrangement,
be conditional upon the Scheme becoming effective by 31 October 2007 or such
later date as Equinix UK and IXEurope may, with the consent of the Panel, agree
and (if required) the Court may allow.
The Scheme will be subject to the following conditions:
(a) the approval by a majority in number representing not less
than three-fourths in value of the holders of the IXEurope Shares present and
voting, whether in person or by proxy, at the Court Meeting (or any adjournment
thereof);
(b) the IXEurope EGM Resolution being duly passed by the requisite
majority at the Extraordinary General Meeting (or any adjournment thereof);
(c) the sanction of the Scheme (with or without modification (but
subject to such modification being acceptable to Equinix UK and IXEurope)) and
the confirmation of the associated Capital Reduction by the Court, an office
copy of the Court Orders and the minute of such reduction attached to the Court
Order confirming the Capital Reduction being delivered for registration to the
Registrar of Companies and, in relation to the Capital Reduction, being
registered by him;
(d) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or
agency (including any trade agency) or any court or other body (including any
professional body) or person in any jurisdiction (each a "Relevant Authority")
having decided to take, instituted or threatened any action, proceeding, suit,
investigation, enquiry or reference or enacted, made or proposed and there not
continuing to be outstanding any statute, regulation, order or decision that
would or might be reasonably expected to:
(i) make the Acquisition of, or control of, IXEurope by Equinix
UK or any other member of the Equinix Group void, unenforceable or illegal or
directly or indirectly prohibit or otherwise materially restrict, delay or
interfere with the implementation of, or impose material additional conditions
or obligations with respect to, or otherwise challenge, the Acquisition of, or
control of, IXEurope by Equinix UK or any other member of the Equinix Group;
(ii) require any member of the Equinix Group or of the IXEurope
Group to acquire or offer to acquire any shares or other securities (or the
equivalent) in any member of the IXEurope Group or any member of the Equinix
Group owned by any third party (other than in the implementation of the
Acquisition);
(iii) otherwise adversely affect the business, assets, financial
or trading position or profits or prospects of any member of the Equinix Group
or of the IXEurope Group to an extent which is material in the context of the
IXEurope Group taken as a whole or, as the case may be, the Equinix Group taken
as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(e) all necessary filings having been made and all appropriate
waiting periods (including any extensions thereof) under any applicable
legislation or regulation of any jurisdiction having expired, lapsed or been
terminated in each case in respect of the Acquisition of, or control of,
IXEurope by Equinix UK and all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals ("
Authorisations") reasonably deemed necessary by Equinix UK in any jurisdiction
for or in respect of the Acquisition of, or control of, IXEurope by Equinix UK
being obtained in terms and in a form reasonably satisfactory to Equinix UK from
appropriate Relevant Authorities or from any appropriate persons or bodies with
whom any member of the Equinix Group or the IXEurope Group has entered into
contractual arrangements and such authorisations together with all
authorisations reasonably deemed necessary by Equinix UK for any member of the
IXEurope Group to carry on its business remaining in full force and effect and
no intimation of any intention to revoke, suspend, restrict or modify or not to
renew any of the same having been made and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(f) save as disclosed in writing by any member of the IXEurope
Group prior to the date of this announcement or save as publicly announced by or
on behalf of IXEurope to a Regulatory Information Service prior to the date of
this announcement, there being no provision of any material agreement,
arrangement, licence or other instrument to which any member of the IXEurope
Group is a party or by or to which any such member or any of its assets is or
may be bound, entitled or subject which, as a result of the making or
implementation of the Acquisition by any member of the Equinix Group of any
shares in, or change in the control or management of, IXEurope or otherwise,
would or might result in any of the following, in each case to an extent which
is material in the context of the IXEurope Group taken as a whole:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of any such member of the IXEurope Group becoming repayable or
capable of being declared repayable immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member of the IXEurope Group or any such security interest (whenever
arising or having arisen) becoming enforceable;
(iii) other than in the ordinary course of business, any assets or
interest of any such member of the IXEurope Group being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged;
(iv) the interest or business of any such member of the IXEurope
Group in or with any other person, firm or company (or any agreements or
arrangements relating to such interest or business) being terminated or
adversely affected;
(v) any such member of the IXEurope Group ceasing to be able to
carry on business under any name under which it presently does so;
(vi) the financial or trading position or prospects of any such
member of the IXEurope Group being prejudiced or adversely affected;
(vii) any such agreement, arrangement, licence or other instrument
being terminated or adversely modified or any onerous obligation arising or any
adverse action being taken or arising thereunder; or
(viii) the creation of any liabilities (actual or contingent) by any
member of the IXEurope Group;
and no event having occurred which, under any provision of any material
agreement, arrangement, licence or other instrument to which any member of the
IXEurope Group is a party or by or to which any such member or any of its assets
may be bound or be subject, would or could reasonably be expected to result in
any events or circumstances as are referred to in subparagraphs (i) to (viii) of
this paragraph (f);
(g) since 31 December 2006, except as disclosed in the Annual
Report and Accounts of IXEurope for the year then ended or as publicly announced
to a Regulatory Information Service by or on behalf of IXEurope prior to the
date of this announcement or as fairly disclosed in writing to Equinix by or on
behalf of IXEurope prior to the date of this announcement, no member of the
IXEurope Group having (save as solely between IXEurope and any of its
wholly-owned subsidiaries or as solely between any such subsidiaries):
(i) issued or agreed to issue or authorised the issue of
additional shares of any class, or securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (other than by the grant of options under, or on the exercise of
options pursuant to any of the IXEurope Share Schemes);
(ii) recommended, declared, paid or made any bonus, dividend or
other distribution, whether payable in cash or otherwise;
(iii) acquired or disposed of or transferred, mortgaged or
charged, or created any other security interest over, any asset or any right,
title or interest in any asset (other than in the ordinary course of business)
which is material in the context of the IXEurope Group taken as a whole;
(iv) implemented or authorised any merger, demerger,
reconstruction, amalgamation, scheme or other transaction or arrangement;
(v) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made or authorised any other change in its share
capital;
(vi) made or authorised any change in its loan capital or issued or
authorised the issue of any debentures or incurred or increased any indebtedness
or contingent liability (other than in the ordinary course of business) to an
extent which is material in the context of the IXEurope Group taken as a whole;
(vii) entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of a nature
or magnitude which is material in the context of the IXEurope Group taken as a
whole;
(viii) entered into any contract, commitment or arrangement which
would be restrictive on the business of any member of the IXEurope Group or the
Equinix Group to an extent material in the context of the Equinix Group taken as
a whole or, as the case may be, the IXEurope Group taken as a whole;
(ix) been unable, or admitted in writing that it is unable, to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business to an extent which is material in the
context of the IXEurope Group taken as a whole;
(x) (other than in respect of a member of the IXEurope Group
which is dormant and was solvent at the relevant time) taken any corporate
action or had any material legal proceedings started or threatened against it
for its winding-up (voluntary or otherwise), dissolution or reorganisation (or
for any analogous proceedings or steps in any jurisdiction) or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer (or for the appointment of any analogous person in any
jurisdiction) of all or any of its assets and revenues which would be material
in the context of the IXEurope Group taken as a whole;
(xi) waived, compromised or settled any claim where such waiver,
compromise or settlement would be material in the context of the IXEurope Group
taken as a whole;
(xii) entered into or materially varied the terms of any service
agreement or arrangement with any director or senior executive of IXEurope;
(xiii) made or consented to any change to the terms of the trust deeds
constituting the pension schemes established for its Directors and/or employees
and/or their dependants or to the benefits which accrue, or to the pensions
which are payable thereunder, or to the basis on which qualification for or
accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees, in each case to an extent which is material in the context of
the IXEurope Group taken as a whole; or
(xiv) entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this condition;
(h) since 31 December 2006, except as disclosed in the Annual
Report and Accounts of IXEurope for the year then ended or as publicly announced
to a Regulatory Information Service by or on behalf of IXEurope prior to the
date of this announcement or fairly disclosed in writing to Equinix by or on
behalf of IXEurope prior to the date of this announcement:
(i) no adverse change having occurred in the business, assets,
financial or trading position or profits or prospects of any member of the
IXEurope Group which is material in the context of the IXEurope Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the IXEurope Group or to
which any member of the IXEurope Group is a party (whether as plaintiff or
defendant or otherwise) and no investigation by any Relevant Authority or other
investigative body against or in respect of any member of the IXEurope Group
having been threatened, announced, instituted or remaining outstanding by,
against or in respect of any member of the IXEurope Group, in each case which
would or might reasonably be expected materially and adversely to affect the
IXEurope Group taken as a whole; and
(iii) no contingent or other liability having arisen which would
or might reasonably be expected materially and adversely to affect any member of
the IXEurope Group taken as a whole;
(i) Equinix not having discovered that:
(i) any financial, business or other information publicly
disclosed at any time by any member of the IXEurope Group is misleading,
contains a misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading which in any case is material
and adverse to the financial or trading position of the IXEurope Group taken as
a whole (save in respect of any matter which has been corrected by a public
announcement released by IXEurope through a Regulatory Information Service prior
to the date of this announcement);
(ii) any member of the IXEurope Group is subject to any
liability, contingent or otherwise, which is not disclosed or adequately
provided for in the Annual Report and Accounts of IXEurope for the year ended 31
December 2006 and which is material in the context of the IXEurope Group taken
as a whole; or
(iii) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated or made use of
or controlled by any past or present member of the IXEurope Group under any
environmental legislation, regulation, notice, circular or order of any Relevant
Authority in any jurisdiction and which is material in the context of the
IXEurope Group taken as a whole.
Equinix UK reserves the right to waive all or any of conditions (d) to (i)
inclusive, in whole or in part.
If Equinix UK is required by the Panel to make an offer for any IXEurope Shares
under Rule 9 of the Code, Equinix UK may make such alterations to the above
conditions as are necessary to comply with that rule.
Equinix UK reserves the right to elect (with the consent of the Panel (where
necessary)) to implement the acquisition of the entire issued and to be issued
ordinary share capital of IXEurope by way of a takeover offer (as such term is
defined in Part 28 of the Companies Act 2006). In such event, the takeover
offer will be implemented on the same terms (subject to amendments necessary to
reflect the change in method of effecting the Acquisition), so far as
applicable, as those which would apply to the Scheme. In particular, conditions
(a), (b) and (c) above would not apply, however, the takeover offer would be
subject to the following further condition:
"valid acceptances being received (and not, where permitted, withdrawn) by not
later than 1.00 pm (London time) on the first closing date of the takeover offer
(or such later time(s) and/or date(s) as Equinix UK may, subject to the rules of
the Takeover Code and with the consent of the Panel, decide) in respect of not
less than 90 per cent. (or such lower percentage as Equinix UK may decide) (i)
of the IXEurope Shares to which the takeover offer relates; and (ii) of the
voting rights attached to those shares, provided that this condition will not be
satisfied unless Equinix UK (together with its wholly owned subsidiaries) shall
have acquired or agreed to acquire (whether pursuant to the takeover offer or
otherwise) IXEurope Shares carrying in aggregate more than 50 per cent. of the
voting rights normally exercisable at a general meeting of IXEurope, including
for this purpose (except to the extent otherwise agreed by the Panel) any such
voting rights attaching to IXEurope Shares that are unconditionally allotted or
issued before the takeover offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding subscription or
conversion rights or otherwise. For the purposes of this condition:
(i) IXEurope Shares which have been unconditionally allotted
shall be deemed to carry the voting rights they will carry upon issue;
(ii) IXEurope Shares that cease to be held in treasury are
IXEurope Shares to which the offer relates; and
(iii) the expression "IXEurope Shares to which the offer relates"
shall be construed in accordance with Part 28 of the Companies Act 2006."
APPENDIX II
DEFINITIONS
"Acquisition" the acquisition of IXEurope by Equinix, through the cancellation of the
issued share capital of the Company and the issue to Equinix of new
shares in IXEurope in accordance with the Scheme
"AIM" AIM, a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange, as
amended from time to time
"Business Day" a day (excluding Saturdays, Sundays and UK public holidays) on which
banks in London are generally open for business in the City of London
"Board" or "Directors" the board of directors of Equinix or IXEurope (as the context
requires), in each case, at the date of this document
"Capital Reduction" the proposed reduction of the share capital of IXEurope in connection
with the Scheme
"Code" The City Code on Takeovers and Mergers
"Citi" Citigroup Global Markets Limited
"Closing Price" the closing middle market quotation as derived from the Daily Official
List of the London Stock Exchange or the London Stock Exchange's
website
"Companies Act" the Companies Act 1985, as amended
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of IXEurope Shareholders (or the relevant class or classes
thereof), or any adjournment thereof, convened by the order of the
Court for the purpose of considering and, if thought fit, approving the
Scheme (with or without amendment)
"Daily Official List" the daily official list of the London Stock Exchange
"Effective Date" the day on which the Scheme becomes effective in accordance with its
terms
"Equinix" Equinix, Inc. a corporation incorporated under the laws of the state of
Delaware, United States of America
"Equinix Group" Equinix, its subsidiaries and subsidiary undertakings
"Equinix UK" Equinix UK Limited, a company incorporated in England and Wales and a
wholly owned subsidiary of Equinix
"Extraordinary General Meeting" or the extraordinary general meeting of IXEurope Shareholders (and any
"EGM" adjournment thereof) convened in connection with the Acquisition
"Implementation Agreement" means the agreement dated 28 June 2007 between Equinix and IXEurope
"IXEurope" or the "Company" IXEurope plc
"IXEurope EGM Resolution" means the special resolution to approve the cancellation of the entire
issued share capital of IXEurope, the alteration of IXEurope's articles
of association and such other matters as may be necessary to implement
the Scheme and the delisting of IXEurope Shares
"IXEurope Group" IXEurope, its subsidiaries and subsidiary undertakings
"IXEurope Shares" ordinary shares of one pence each in the capital of IXEurope
"IXEurope Shareholders" holders of IXEurope Shares
"IXEurope Share Schemes" The IXEurope Founders Share Option Plan and the IXEurope Unapproved
Share Option Plan
"Lazard" Lazard & Co., Limited
"London Stock Exchange" London Stock Exchange plc
"Offer" means, if Equinix UK elects to effect the Acquisition by way of a
takeover offer (as defined in Part 28 of the Companies Act 2006), the
offer to be made by Equinix UK, or another member of the Equinix Group
for all of the issued and to be issued IXEurope Shares
"Panel" The Panel on Takeovers and Mergers
"Regulatory Information Service" any information service authorised from time to time by the Financial
Services Authority for the purpose of disseminating regulatory
announcements
"Scheme" the proposed scheme of arrangement under section 425 of the Companies
Act to effect the Acquisition, the full terms of which will be set out
in the Scheme Document
"Scheme Document" the document addressed to (amongst others) IXEurope Shareholders
setting out the full terms of the Scheme and containing notices
convening the Court Meeting and the Extraordinary General Meeting
"Scheme Record Time" the date and time on which the registrar of IXEurope settles the list
of IXEurope Shareholders who are subject to the Scheme
"Scheme Shareholders" the holders of Scheme Shares
"Scheme Shares" (i) the IXEurope Shares in issue at the date of the Scheme Document;
and
(ii) any IXEurope Shares issued after the date of the Scheme Document
and before the Scheme Record Time
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFSEDSWASWSESM
Grafico Azioni Ix Europe (LSE:IXE)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Ix Europe (LSE:IXE)
Storico
Da Giu 2023 a Giu 2024
