# Network International Holdings request extension of deadline for Brookfield

- Link: https://www.directorstalkinterviews.com/network-international-holdings-request-extension-of-deadline-for-brookfield/4121119319
- Published: 2023-05-19T07:08:48+01:00
- Author: Ethan Davis

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.

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