TIDMLOG
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
16 July 2012
Logica shareholders vote in favour of recommended cash acquisition by CGI1
Highlights
* 99.54%of Logica shareholders votingapprove Scheme to implement acquisition
by CGI
* Subject to the Court sanctioning the Scheme and satisfaction of certain
other outstanding conditions, theeffective date is expected to be 20 August
2012, with delisting of Logica shares expected on 24 August2012
* Shareholders will receive 105 pence for each share held upon Scheme
becoming effective
* Payment to shareholders is expected to be made on3 September2012
Commenting on the resultsof today's meetings,Logica's CEO Andy Green said:
"The strong support from Logica shareholders today mirrors the great reaction
we have had from clients and people. Today's vote is a significant milestone on
the road to swift completion of the deal.
Our people remain focused on helping our clients succeed. Our clients and our
people see the new company's more comprehensive international presence and
competitive scale as a positive development, building on the strong positioning
Logica has built in Europe over the last few years. "
Results of Court Meetingand General Meeting
The directors of Logica plc (Logica) announce that, at the Court Meeting held
earlier today, 99.54% of shareholders2 voted to approve the Scheme to implement
the recommended cash acquisition (the Acquisition) of the entire issued and to
be issued share capital of Logica by CGI. Accordingly, the resolution was
passed by the requisite majority. In addition, the General Meeting Resolution
proposed at the subsequent General Meeting was duly passed. The full text of
the General Meeting Resolution is contained in the Notice of General Meeting,
which is available on Logica's website, www.logica.com. The results of the
polls conducted at the Court Meeting and General Meeting are detailed below.
Today's shareholder vote follows the recommendation of the Acquisition by the
board of directors of Logica, announced on 31 May 2012.
Upon the Scheme becoming effective, Scheme Shareholders will receive 105 pence
in cash for each Scheme Share held.
Detailed results of the voting at Court Meeting held on 16 July 2012 (based on
Logica's issued share capital of 1,624,700,760 ordinary shares as at close of
business on 13 July 2012) was as follows:
Results Number of Percentage of Number of Percentage Number of
of Court Scheme Scheme Scheme Shares of Scheme Scheme
Meeting Shareholders Shareholders voted Shares Shares voted
who voted who voted voted as a
percentage
of issued
share
capital
For 2,100 85.4% 1,122,446,684 99.54% 69.08%
Against 359 14.6% 5,159,959 0.46% 0.32%
Total 2,459 100% 1,127,606,643 100% 69.40%
Detailed results of the voting at the General Meeting held on 16 July 2012 was
as follows (a `Vote Withheld' is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes `For' and `Against' the
General Meeting Resolution):
Results of General Number of Logica Shares Percentage of Logica
Meeting voted Shares voted
For 1,120,509,003 99.39%
Against 6,923,401 0.61%
Vote Withheld 4,287,673 N/A
Total 1,131,720,077 100%
Effective Date
Completion of the Acquisition is conditional upon the satisfaction of the
conditions to the Scheme, including the receipt of the requisite regulatory and
anti-trust clearances. Following satisfaction of these conditions, the hearings
of the petition to the Court to sanction the Scheme and to confirm the related
capital reduction are expected to take place on 16 August and 20 August 2012
respectively.
Subject to the Court sanctioning the Scheme and the satisfaction of certain
other outstanding conditions, it is expected that the last day for dealings in
Logica Shares will be 17 August 2012 and that the Scheme will become effective
on 20 August 2012 (the Effective Date).
Timetable and delisting of Logica Shares
Prior to the Scheme becoming effective, a request will be made to each of
Euronext Amsterdam and the London Stock Exchange to suspend trading of Logica
Shares on its market for listed securities on the Effective Date and Euronext
Amsterdam and the United Kingdom Listing Authority will be requested to cancel
the listing of Logica Shares shortly after the Effective Date.
It is expected that (on both Euronext Amsterdam and the London Stock Exchange)
the last day of trading in Logica Shares will be 17 August 2012, Logica's
listing will be suspended from 20 August 2012 and the cancellation of Logica's
listing and admission to trading will occur on 24 August 2012.
An updated version of the expected timetable of principal events for the
implementation of the Acquisition is attached as an appendix to this
announcement.
If there is any further change to the key dates set out in the timetable,
Logica will give notice of this change by issuing an announcement via a
Regulatory Information Service.
Logica financial calendar
In light of the results of the Court Meeting and General Meeting, the Logica
Directors intend to suspend the current financial reporting calendar. No
interim dividend is expected to be declared for 2012.
Settlement
If the Scheme becomes effective on 20 August 2012, it will be binding on all
Logica Shareholders, whether or not they attended or voted in favour of the
Scheme and the Special Resolution at the Court Meeting and General Meeting.
Payment of the cash consideration to shareholders is expected to be made on 3
September 2012.
For Scheme Shareholders holding share certificates, cheques in respect of cash
consideration will be sent by post. For Scheme Shareholders holding Scheme
Shares in uncertificated form, payment will be made through CREST.
For those holding ordinary shares through Euroclear Nederland, the latest date
for payment is also expected to be made on 3 September 2012 and be made in
Euros, based on the prevailing Euros/pound sterling rate.
Other
All times shown in this announcement are London times unless otherwise stated.
Some dates are indicative only and will depend, among other things, on the date
upon which the Court sanctions the Scheme and whether (and, if so, when) the
Conditions are fulfilled or (if capable of waiver) waived. If any of the key
dates in the timetable change, Logica will give notice of the changes by
issuing an announcement via a Regulatory Information Service.
All Logica Shareholders have the right to attend the Scheme Court Hearing in
person or through counsel to support or oppose the sanctioning of the Scheme.
A copy of the General Meeting Resolution and amended articles of association
will be submitted to the National Storage Mechanism and will shortly be
available for inspection at www.hemscott.com/nsm.
Unless otherwise defined, all capitalised terms in this announcement shall have
the meaning given to them in the Scheme Document.
Notes
1. This refers to the recommended cash acquisition of Logica plc by CGI Group
Holdings Europe Limited (CGI Europe) (a wholly-owned indirect subsidiary of
CGI Group Inc. (CGI), announced on 31 May 2012, to be effected by means of
a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme
)
2. Holders of Scheme Shares as set out in a scheme document published on 21
June 2012 (the Scheme Document)
For enquiries please contact:
CGI Group Inc.
Lorne Gorber Tel: +1 514 841 3355
Goldman Sachs International (financial adviser to CGI)
Gregg Lemkau Tel: +44 (0) 20 7774 1000
Nick Harper
Nicholas van den Arend
RLM Finsbury (public relations adviser to CGI)
James Murgatroyd Tel: +44 (0) 20 7251 3801
Logica plc
Karen Keyes (Investor Relations) Tel: +44(0) 20 7446 1338
Louise Fisk (Media Relations) Tel: +44(0) 7798 857770
Rothschild (joint financial adviser to Logica)
Warner Mandel Tel: +44 (0) 20 7280 5000
Jeremy Millard
Nick Ivey
Bank of America Merrill Lynch (joint financial adviser and
joint corporate broker to Logica)
Simon Gorringe Tel: +44 (0) 20 7628 1000
Geoff Iles
Andrew Tusa
Deutsche Bank AG, London Branch (joint financial adviser and
joint corporate broker to Logica)
Charles Wilkinson Tel: +44 (0) 20 7545 8000
Richard Sheppard
Charles Bryant
Brunswick (public relations adviser to Logica)
Sarah West Tel: +44 (0) 20 7404 5959
Jonathan Glass
Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the FSA, is acting for CGI and CGI Europe and no one else in
connection with the Acquisition and will not be responsible to anyone other
than CGI and CGI Europe for providing the protections afforded to clients of
Goldman Sachs International, or for giving advice in connection with the
Acquisition or any matter referred to herein.
Rothschild, which is authorised and regulated in the United Kingdom by the FSA,
is acting exclusively for Logica and no one else in connection with the
Acquisition and will not be responsible to anyone other than Logica for
providing the protections afforded to clients of Rothschild or for providing
advice in connection with the Acquisition or in relation to matters described
in this announcement or any transaction or arrangement referred to herein.
Bank of America Merrill Lynch, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Logica and for no one else in
connection with the Acquisition and will not be responsible to any person other
than Logica for providing the protections afforded to clients of Bank of
America Merrill Lynch, or for providing advice in relation to the Acquisition,
the content of this announcement or any matter referred to herein.
Deutsche Bank AG, London Branch is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory Authority) and
authorised and subject to limited regulation by the Financial Services
Authority. Details about the extent of Deutsche Bank AG, London Branch's
authorisation and regulation by the Financial Services Authority are available
on request. Deutsche Bank AG, London Branch is acting as financial adviser to
Logica and no one else in connection with the Acquisition or the contents of
this announcement and will not be responsible to any person other than Logica
for providing the protections afforded to clients of Deutsche Bank AG, London
Branch, nor for providing advice in relation to the Acquisition or any matters
referred to in this announcement.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer to sell or otherwise dispose of or
invitation to purchase or otherwise acquire any securities or the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, issue
or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law. The Acquisition will be made
solely through the Scheme Document and the accompanying Forms of Proxy, which
will together contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any vote in
respect of the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with the laws
of England and Wales and the 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 of jurisdictions outside England and
Wales.
Overseas Shareholders
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements. Further details in
relation to Overseas Shareholders will be contained in the Scheme Document.
The Acquisition relates to the shares of an English company and is proposed to
be effected by means of a scheme of arrangement under the laws of England and
Wales. Neither the proxy solicitation rules nor (unless implemented by means of
a Takeover Offer) the tender offer rules under the US Securities Exchange Act
of 1934, as amended, will apply to the Acquisition.
Moreover, the Acquisition is subject to the disclosure requirements and
practices applicable in the United Kingdom and under the City Code to schemes
of arrangement, which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. If CGI exercises its right to
implement the Acquisition of the Logica Shares by way of a Takeover Offer, the
Takeover Offer will be made in compliance with applicable US securities laws
and regulations.
Unless otherwise determined by CGI Europe or required by the Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies of
this announcement and all documents relating to the Acquisition are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
The availability of the Acquisition to Logica Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions
in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make
an Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the Person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.
Appendix
Expected Timetable of Principal Events
The following timetable sets out the expected dates for implementation of the
Acquisition (some of which are indicative):
Scheme Court Hearing 16 August 2012
Last day of dealings in, and for registration of 17 August 2012
transfers of, Logica Shares
Reduction Record Time 6:00 p.m. on 17 August 2012
Reduction Court Hearing 20 August 2012
Effective Date 20 August 2012
Date for cancellation of listing and admission to 8:00 a.m. on 24 August 2012
trading of Logica Shares
Date for despatch of Consideration 3 September 2012
Long Stop Date 16 November 2012
Note: All times shown in the timetable above are London times. Some dates in
the timetable above are indicative only and will depend, among other things, on
the date upon which the Court sanctions the Scheme and whether (and , if so,
when) the Conditions are fulfilled or (if capable of waiver) waived. IF THE
EXPECTED DATE OF THE SCHEME COURT HEARING OR ANY OTHER KEY DATE IS CHANGED,
LOGICA WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, All Logica Shareholders have the right to
attend the Scheme Court Hearing in person or through counsel to support or
oppose the sanctioning of the Scheme.
END
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