Update on possible merger

24 Mar 2014

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 OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF SECURITIES. NO OFFER OR SALE OF SECURITIES MAY OCCUR IN THE UNITED STATES UNLESS THE TRANSACTION HAS BEEN REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR IS EXEMPT FROM REGISTRATION THEREUNDER. NO SECURITIES HAVE BEEN OR WILL BE REGISTERED UNDER THE SECURITIES ACT AND THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

On 24 February, the Boards of Dixons and Carphone Warehouse announced that they were in very preliminary discussions regarding a possible merger of Dixons and Carphone Warehouse and that each of Dixons and Carphone Warehouse are required, by not later than 5:00 pm on 24 March 2014, either to announce a firm intention to make an offer for Carphone Warehouse or Dixons (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.

The Boards of Dixons and Carphone Warehouse have jointly requested that the Takeover Panel, in accordance with Rule 2.6(c) of the Code, extend the current deadlines of 5:00 pm on 24 March 2014, as referred to above.

Since the announcement of 24 February 2014 was made when discussions were at a very preliminary stage, both parties have agreed that they require more time to evaluate a potential merger of the two businesses. Accordingly, an extension has been granted by the Takeover Panel and as such, each of Dixons and Carphone Warehouse must, by not later than 5:00 pm on 19 May 2014, either announce a firm intention to make an offer for Carphone Warehouse or Dixons (as appropriate) in accordance with Rule 2.7 of the Code or announce that it does not intend to make such an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Discussions are still ongoing and there can be no certainty that a firm offer will be made.

This announcement has been made with the agreement of Dixons and Carphone Warehouse.

A copy of this announcement will be available at www.dixonsretail.com and www.cpwplc.com by no later than 12 noon (London time) on 25 March 2014.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

Dixons Retail plc
David Lloyd-Seed
IR, PR & Corporate Affairs Director, Dixons Retail
+44 17 272 05065

Brunswick
Nick Cosgrove
+44 20 740 45959

Carphone Warehouse plc
Kate Ferry
IR, Investor Relations Director
+44 77 489 33206

Citigate Dewe Rogerson
Anthony Carlisle
+44 20 7638 9571

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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, 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 Takeover 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. You should contact the Panel’s Market Surveillance Unit on +44 (0)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.

 

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