On 21 April 2023, Network International Holdings Plc (LON:NETW) announced that it had received a non-binding proposal from funds managed and/or advised by affiliates of Brookfield Asset Management Limited, regarding a possible cash offer of 400 pence per Network share for the entire issued and to be issued share capital of Network. The Proposal is subject to the satisfaction or waiver by Brookfield of a number of pre-conditions, including the completion of satisfactory due diligence.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 p.m. (London time) on 19 May 2023, Brookfield was required to either announce a firm intention to make an offer for Network in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies.
Discussions between Brookfield and Network remain ongoing. Therefore, in accordance with Rule 2.6(c) of the Code, the Board of Network has requested, and the Panel on Takeover and Mergers has consented to, an extension to the date by which Brookfield is required to either announce a firm intention to make an offer for Network in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 p.m. (London time) on 1 June 2023. This revised deadline can be extended further by the Board of Network with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
The requirement on Brookfield to make an announcement in accordance with Rule 2.6(a) of the Code will cease to apply if, prior to the deadline, another person announces a firm intention to make an offer for Network in accordance with Rule 2.7 of the Code (in which case Brookfield will be required to clarify its intentions in accordance with Rule 2.6(d) of the Code).
The Board of Network notes that, further to Network’s announcement on 17 April 2023 that it had received a separate non-binding proposal from CVC Advisers Limited and Francisco Partners Management, L.P. regarding a possible cash offer for Network at a price of 387 pence per Network share (subject to the reservations set out in Network’s announcement on 11 May 2023, and with any such offer to be made by a newly incorporated company to be jointly owned and financed by funds advised by the Consortium and/or their affiliates), and Network’s announcement on 11 May 2023 in relation to the extension of the Consortium’s PUSU deadline, by not later than 5.00 p.m. (London time) on 1 June 2023, either Newco is required to announce a firm intention to make an offer for Network in accordance with Rule 2.7 of the Code or the Consortium is required to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended by Network with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any offer for Network will be made.
In accordance with Rule 2.5 of the Code, Brookfield reserves the right to vary the form and/or mix of the consideration described in Network’s announcement on 21 April 2023 and this announcement. Brookfield also reserves the right to make an offer for Network on less favourable terms than those described in Network’s announcement on 21 April 2023 and this announcement: (i) with the agreement or recommendation of the Board of Network; (ii) if a third party announces a firm intention to make an offer for Network which, at that date, is of a value less than the value of the Proposal; or (iii) following the announcement by Network of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code). If Network announces, declares or pays any dividend or any other distribution or return of value to shareholders after the date of this announcement, Brookfield reserves the right to make an equivalent reduction to the value of the Proposal.
Brookfield reserves the right to waive any pre-conditions to announcing a firm intention to make an offer pursuant to Rule 2.7 of the Code.
This announcement is being made by Network with the consent of Brookfield, but without the consent of the Consortium.
A further announcement will be made by Network International Holdings if and when appropriate.
