ABU Abacus Group

    RNS Number : 0811K
  Electron House (Overseas) Limited
  17 December 2008
   

    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 OF SUCH JURISDICTION.
    FOR IMMEDIATE RELEASE
    17 December 2008

        Recommended Cash Offer
        by
        Electron House (Overseas) Limited,  
        a wholly-owned subsidiary of Avnet, Inc. 
        for
        Abacus Group plc 
        
    Reminder of First Closing Date of the Offer

    The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited (Electron) refer to the announcement dated 10 October 2008 in
respect of Electron's recommended cash offer for the entire issued and to be issued share capital of Abacus Group plc (Abacus) and the Offer
Document posted on 7 November 2008.  

    Avnet and Electron would like to remind Abacus Shareholders that the First Closing Date of the Offer is 29 December 2008.  Please refer
to the Offer Document for further information on the Offer. Brief guidance on how to accept the Offer is as follows:

    Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in CREST), should complete, sign and return the Form of
Acceptance in accordance with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as possible and in any event so as to be
received no later than 3.00 p.m. (London time) on 29 December 2008. 

    Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in CREST), should comply with the procedure for acceptance
set out in paragraph 16 (c) of Part II of the Offer Document and ensure that an electronic acceptance is made as soon as possible and in any
event which settles no later than 3.00 p.m. (London time) on 29 December 2008.

    Abacus Shareholders are reminded that pursuant to Rule 34 of the Code, Abacus Shareholders are only entitled to withdraw their
acceptance of the Offer from the date which is 21 days after the First Closing Date until the earlier of: (i) the time that the Offer
becomes or is declared unconditional as to acceptances; and (ii) the date for final fulfilment of the acceptance condition, being 6 January
2009. Given the extended period until the First Closing Date of the Offer, Abacus Shareholders should note that withdrawal rights will not
arise unless the timetable is extended with panel consent.

    Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Registrar, Computershare Investor
Services PLC, on +44 870 889 3162.

    Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Allen & Overy LLP, One
Bishops Square, London E1 6AD, during usual business hours on any business day until the end of the Offer Period.  

    The Offer will not (unless extended by Electron to any later time(s) and/or date(s) with the consent of the Panel) be capable of
becoming unconditional as to acceptances after midnight (London time) on 6 January 2009 nor of being kept open for acceptances after that
time and/or date unless the Offer has previously become unconditional as to acceptances.  

    Enquiries 

                                           AVNET, INC.              Telephone:
 Vincent Keenan, Vice President and Director, Investor   US    +1 480 643 7053
                                             Relations
     Georg Steinberger, Vice President, Communications  GER  +49 81 2177 4203 

                             BANC OF AMERICA SECURITIES            Telephone:
                           (Financial adviser to Avnet)
    Derek Shakespeare, Managing Director - European M&A  UK  +44 20 7174 4800
 Georg Schloendorff, Managing Director - Technology M&A  US   +1 646 855 0902
                   Hugh Moran, Associate - European M&A  UK  +44 20 7174 4411

                    ABACUS GROUP PLC            Telephone:
 Martin Kent, Chief Executive Officer  UK  +44 16 3536 222
 Peter Allen, Chief Financial Officer  UK  +44 16 3536 222

                                               HSBC            Telephone:
 (Financial adviser and corporate broker to Abacus)
                    Nic Hellyer, Managing Director   UK  +44 20 7992 1683

 BUCHANAN COMMUNICATIONS            Telephone:
  (PR adviser to Abacus)
            Tim Anderson  UK  +44 20 7466 5000
      Mary-Jane Johnson   UK  +44 20 7466 5000
    Definitions used in the Offer Document dated 7 November 2008 have the same meaning when used in this announcement, unless the context
requires otherwise.
    This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form
any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been made solely by means
of the Offer Document which contains the full terms and conditions of the Offer. Any response to the Offer should be made only on the basis
of information contained in the Offer Document. Abacus Shareholders are advised to read the formal documentation in relation to the Offer
carefully.
    The directors of Avnet and Electron accept responsibility for the information contained in this announcement. To the best of the
knowledge and belief of the directors of Avnet and Electron (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information. 
    Banc of America Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Avnet and Electron in connection with the Offer and for no-one else and will not be responsible to anyone other than Avnet and Electron for
providing the protections afforded to clients of Banc of America Securities or for providing advice in relation to the Offer or any other
matters referred to in this announcement.
    HSBC, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Abacus in connection with
the Offer and for no-one else and will not be responsible to anyone other than Abacus for providing the protections afforded to clients of
HSBC or for providing advice in relation to the Offer or any other matters referred to in this announcement.
    Overseas Jurisdictions
    The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction.
Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any
applicable requirements of that jurisdiction. The release, publication or distribution of this document in jurisdictions other than the
United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.
    The Offer is not being made, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the
relevant laws in such jurisdiction. Copies of this document, the Offer Document and the Form of Acceptance and any accompanying document are
not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction if
to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving this document, the Offer Document or
the Form of Acceptance (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
    Further details in relation to overseas shareholders are contained in the Offer Document.
    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of Abacus, all "dealings" in any "relevant securities" of Abacus (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 p.m. (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 Abacus, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Abacus by Avnet or Abacus, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the
relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
    "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 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.



This information is provided by RNS
The company news service from the London Stock Exchange
 
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