WIRELESS GROUP LIMITED

UK Gazette Notices

1 August 2016
TAKEOVERS, TRANSFERS & MERGERS Corporate insolvency MORATORIA NOTICES OF DIVIDENDS COMPANY DIRECTORS DISQUALIFICATION ORDER COMPANY DIRECTORS DISQUALIFICATION ACT 1986 In a Petition presented to the Court of Session in Edinburgh in terms of Section 6 of the above Act at the instance of Her Majesty’s Secretary of State for Business, Innovation and Skills in respect of THOMAS BANKS HAMILTON, residing formerly at Flat 1/5, 357 Glasgow Harbour Terraces, Glasgow G12 6EB and now at Flat 31, 52 St. Quintin Avenue, London W10 6PA, Lord Doherty by interlocutor dated 21 April 2015 made the following order:- The Lord Ordinary, having resumed consideration of the Petition and proceedings: 1. on cause shown disqualifies the respondent, Thomas Banks Hamilton, without leave of the Court, from being a director of a company, a liquidator or administrator of a company, a receiver or manager of a company's property, or in any way, whether directly or indirectly, being concerned or taking part in the promotion, formation or management of a company, for a period of 9 years, said period of disqualification to begin at the end of the period of 21 days beginning with the date of the order; 2. directs the Deputy Principal Clerk of Session to furnish to the petitioner the particulars of the order in accordance with regulations 6(1)(g) and 7 of the Companies (Disqualification Orders) Regulations 2009; 3. directs the making of the order to be registered by Her Majesty's Secretary of State for Business, Innovation and Skills and appoints intimation hereof to be made once by advertisement in the Edinburgh Gazette; and 4. reserves meantime all questions of expenses. Shepherd and Wedderburn LLP 1 Exchange Crescent Conference Square Edinburgh EH3 8UL RECOMMENDED CASH OFFER by NEWS CORP UK & IRELAND LIMITED (“NEWS CORP (UK & IRELAND)”) for WIRELESS GROUP PLC (“WIRELESS”) (Incorporated and registered in Northern Ireland with registered number: NI065086) Notice is hereby given in accordance with section 978(1)(c)(ii) Companies Act 2006 that: 1. by means of an offer document dated and posted on 27 July 2016 (the “Offer Document”), News Corp (UK & Ireland) a wholly owned subsidiary of News Corporation (“News Corp”) has made a recommended cash offer to acquire the entire issued and to be issued share capital of Wireless (the “Offer”); and 2. a copy of the Offer Document relating to the Offer is available on News Corp’s website subject to certain restrictions relating to persons located in Restricted Jurisdictions at www.newscorp.com. The board of Wireless has unanimously recommended Wireless Shareholders to accept the Offer. The Offer is 315 pence for each Wireless Share. The Offer values the entire issued share capital of Wireless at approximately £220.3 million. The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in the case of Wireless Shareholders holding Wireless Shares in certificated form, the Form of Acceptance. Terms defined in the Offer Document have the same meaning in this notice. This notice does not constitute, and must not be construed as, an offer. Wireless Shareholders who accept the Offer may rely only on the Offer Document and, in the case of Wireless Shareholders holding Wireless Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer. The Offer is not being, and will not be, made, directly or indirectly, to persons in Restricted Jurisdictions and the Offer is not being, and 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, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or by any facilities of a national securities exchange of, any Restricted Jurisdiction, and is not capable of acceptance by any such use, means, instrumentality or facility from within, a Restricted Jurisdiction. Neither the Offer Document nor the accompanying Form of Acceptance are being mailed, and must not be mailed, transmitted or otherwise forwarded, distributed or sent in whole or in part in, into or from a Restricted Jurisdiction (including to Wireless Shareholders with registered addresses in any Restricted Jurisdiction or to persons whom News Corp (UK & Ireland) or its agent knows to be custodians, nominees or trustees holding Wireless Shares for such persons) and persons receiving such documents (including, without limitation, custodians, trustees and nominees) must not mail or otherwise forward, distribute or send any of them in, into or from any Restricted Jurisdiction or use the mails of any Restricted Jurisdiction or any such means or instrumentality for any purpose, directly or indirectly, in connection with the Offer. Doing so may invalidate any purported acceptance of the Offer. Any Wireless Shareholder who is in any doubt about the Offer or the action he should take is recommended immediately to seek his own financial advice from his stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if he is resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser. The Offer is made in respect of all Wireless Shares issued and unconditionally allotted, including Wireless Shares held by persons to whom the Offer Document and Forms of Acceptance are not dispatched. The Offer is, by means of this notice, being notified to all persons to whom the Offer Document may not be despatched. Any such persons may inspect or obtain copies of the Offer Document and Form of Acceptance by contacting the Receiving Agent, Computershare Investor Services (Ireland) Limited at Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland, telephone +44(0) 370 707 1644 from within the UK or on +353(0) 1447 5524 if calling from outside the United Kingdom (lines are open from 9:00 a.m. to 5:00 p.m. (London time) Monday to Friday (except United Kingdom public holidays)). THE INSOLVENCY (NORTHERN IRELAND) ORDER 1989 In the matter of


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