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
More Company Information
Follow Company
- Receive an alert email on changes to financial status
- Early indications of liquidity problems
- Warns when company reporting is overdue
- Free service, no spam emails Follow this company