11. September 2007
Scheme of Arrangement Update
IXEurope plc ('IXEurope', AIM:IXE) announces that, at a hearing held earlier today, the Court sanctioned the Scheme of Arrangement by which the recommended acquisition of IXEurope by Equinix UK Limited (a wholly-owned subsidiary of Equinix, Inc.) ('Equinix') is to be effected and confirmed the associated reduction of capital.
It is expected that the Court Order will be delivered to and registered with the Registrar of Companies, and the Scheme will become effective, on 14 September 2007.
The last day of dealings in IXEurope Shares will be 13 September 2007. In a change from the expected timetable of principal events published in the Scheme Document, the Company will request that the trading in the IXEurope Shares on AIM be suspended with effect from 7:30am on 14 September 2007 and then cancelled with effect from 7:30am on 17 September 2007.
It is expected that the consideration payable to the Company's former Shareholders will be despatched by 28 September 2007.
Capitalised terms in this announcement have the same meaning as in the Scheme Document dated 26 July 2007.
College Hill Associates (PR Adviser to IXEurope)
Tel: 44 20 7457 2020
Lazard (financial adviser to IXEurope)
Tel: 44 20 7187 2000
Vincent Le Stradic
Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IXEurope and 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.
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.
This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the City 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 the laws and regulations of any jurisdiction outside the United Kingdom.
Notice to shareholders of IXEurope in the United States: the Acquisition relates to the shares of a company incorporated in England and Wales and are proposed to be implemented by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the United States Securities Act of 1933, as amended. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in England and Wales to schemes of arrangement which differ from the disclosure requirements of the tender offer rules under the United States Securities Act of 1933, as amended. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of companies in the United States.
Under the provisions of Rule 8.3 of the City 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.
'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 City 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.
This press release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from expectations discussed in such forward-looking statements. Factors that might cause such differences include, but are not limited to, the challenges of acquiring, operating and constructing IBX centers and developing, deploying and delivering Equinix services; unanticipated costs or difficulties relating to the integration of IXEurope into Equinix; a failure to receive significant revenue from customers in recently built out data centers; failure to complete any financing arrangements contemplated from time to time; competition from existing and new competitors; the ability to generate sufficient cash flow or otherwise obtain funds to repay new or outstanding indebtedness; the loss or decline in business from our key customers; the results of any litigation relating to past stock option grants and practices; and other risks described from time to time in Equinix's filings with the Securities and Exchange Commission. In particular, see Equinix's recent quarterly and annual reports filed with the Securities and Exchange Commission, copies of which are available upon request from Equinix. Equinix does not assume any obligation to update the forward-looking information contained in this press release.
Equinix and IBX are registered trademarks of Equinix, Inc. Internet Business Exchange is a trademark of Equinix, Inc.