RNS Number:9058T
Phoenix IT Group PLC
28 March 2007
FOR IMMEDIATE RELEASE
28 March 2007
Not for release, publication or distribution in or into or from the United
States, Australia, Canada, Japan, South Africa or New Zealand
ADVERTISEMENT
This announcement is not a prospectus but an advertisement. A prospectus
relating to the New Phoenix Shares referred to in this announcement will be
published and, when available, may be obtained from the offices of Eversheds
LLP, at Senator House, 85 Queen Victoria Street, London EC4V 4JL. The New
Phoenix Shares should not be subscribed for except on the basis of the
information in the prospectus
Cash and Share Offer
for the entire issued and to be issued share capital of
ICM Computer Group plc
by Phoenix IT Group plc
advised by UBS Investment Bank
Summary
* The Phoenix Board is pleased to announce the terms of
a cash and share offer for the entire issued and to be issued share capital of
ICM.
* Under the terms of the Offer, ICM Shareholders will
be entitled to receive 230 pence in cash and 0.6176 of a New Phoenix Share for
each ICM Share. Based on the Closing Price of 342.5 pence per Phoenix Share on
27 March 2007, being the last Business Day prior to this announcement, the Offer
values each ICM Share at 441.5 pence and the existing issued ordinary share
capital of ICM at approximately #94.3 million.
* In addition to the basic terms of the Offer, a Mix
and Match Facility will also be made available under which ICM Shareholders may,
subject to availability, elect to vary the proportions in which they receive New
Phoenix Shares and cash in respect of their holdings of ICM Shares.
To the extent that ICM Shareholders make cash elections that exceed elections
for New Phoenix Shares, Phoenix will make available up to a further #15 million
in cash to satisfy (to the extent possible) such elections. As a result, the
maximum cash amount payable for the ICM Shares by Phoenix will be #64.1 million,
being approximately 68.0 per cent. of the total consideration payable for the
ICM Shares pursuant to the Offer. To the extent that elections for cash
consideration cannot be satisfied in full, they will be scaled down on a pro
rata basis.
* ICM Shareholders who are on the register as at close
of business on 23 March 2007 will be entitled to receive and retain the interim
dividend of 1.5 pence per ICM Share in respect of the six months ended 31
December 2006 that was declared on 6 March 2007 and which is payable on 19 April
2007.
* Based on the Closing Price of 342.5 pence per Phoenix
Share on 27 March 2007, being the last Business Day prior to this announcement,
the Offer represents a premium of approximately:
* 62.9 per cent. to the Closing Price of 271.0
pence per ICM Share on 12 October 2006, being the last Business Day prior to the
date of Netstore's announcement that it expected to approach ICM with regard to
a possible offer;
* 2.6 per cent. to the Closing Price of 430.25
pence per ICM Share on 27 March 2007, being the last Business Day prior to this
announcement; and
* 2.0 per cent. to the value of the Revised ICM
Management Offer announced by Fawkes on 27 March 2007.
* In aggregate, Phoenix has received irrevocable
undertakings and non-binding letters of intent to accept the Offer, or to use
best endeavours to procure that others accept the Offer, in respect of
10,040,705 ICM Shares, representing approximately 47.0 per cent. of the existing
issued ordinary share capital of ICM as at the date of this announcement.
* The Acquisition constitutes a Class 1 transaction (as
defined in the Listing Rules) for Phoenix. Accordingly, Phoenix will be
required to seek the approval of the Phoenix Shareholders for the Acquisition at
the Phoenix Extraordinary General Meeting.
* The Phoenix Directors believe that the Offer provides
ICM Shareholders with an attractive price for their shares which reflects the
quality of ICM's business and its standing in the markets within which it
operates. The Phoenix Directors also believe that the Mix and Match Facility
provides ICM Shareholders with the opportunity to participate in the Enlarged
Group and/or realise their investment in accordance with their preferences.
* In addition, the Phoenix Directors believe there will
be enhanced opportunities which will be available to employees of the Enlarged
Group which will have a broader service offering and customer base, together
with significantly increased resources.
* The Phoenix Board seeks the recommendation of the
Independent ICM Directors for the Offer.
Commenting on the Offer, Nick Robinson, Chief Executive Officer of Phoenix said:
"I am pleased to today announce the terms of the Phoenix's offer for ICM. The
acquisition of ICM will provide an attractive opportunity to enhance our
position in the market for IT support and disaster recovery services and to
create value for shareholders."
PRESS ENQUIRIES
For further information, please contact:
Phoenix
Nick Robinson 01604 669 597
David Simpson
UBS Investment Bank (Financial adviser and broker to Phoenix)
Adrian Haxby 020 7567 8000
Craig Calvert
Financial Dynamics (Public relations adviser to Phoenix)
Giles Sanderson 020 7831 3113
Harriet Keen
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. In particular, the Offer is subject to the
conditions and further terms set out in Appendix I to this announcement and to
be set out in full in the Offer Document and, in the case of ICM Shares held in
certificated form, the Form of Acceptance. Appendix II to this announcement
sets out the sources and bases of certain information contained in this
announcement. Appendix III to this announcement contains details of irrevocable
undertakings and non-binding letters of intent to accept the Offer, or to use
best endeavours to procure that others accept the Offer, received by Phoenix.
Appendix IV to this announcement contains definitions of certain terms used in
this summary and in this announcement.
UBS is acting exclusively for Phoenix in connection with the Offer and will not
be responsible to any person other than Phoenix for providing the protections
afforded to customers of UBS or for providing advice in relation to the Offer or
any other matter referred to or contained in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities or the solicitation of any vote for
approval in any jurisdiction. Any acceptance or other response to the Offer
should be made only on the basis of information referred to in the Offer
Document which Phoenix intends to despatch as soon as is reasonably practicable
to ICM Shareholders and, for information only, to participants in the ICM Share
Schemes.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law. The availability of the
New Phoenix Shares and the Mix and Match Facility under the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Therefore, any persons who are subject
to the laws of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction. Any failure to comply with these requirements may
constitute a violation of the securities laws of any such jurisdiction.
The Offer will not be made, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa or New Zealand and will not be
capable of acceptance from or within the United States, Australia, Canada,
Japan, South Africa or New Zealand. Accordingly, copies of this announcement
and all documents relating to the Offer will not be, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Australia, Canada, Japan, South Africa or New Zealand.
This announcement is not an offer of securities for sale in the United States
and the New Phoenix Shares have not been, and will not be, registered under the
Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States, Australia, Canada, Japan, South Africa or New
Zealand and no steps have been, or will be, taken to enable the New Phoenix
Shares to be offered in compliance with the applicable securities laws of any
state, district or other jurisdiction of the United States, Australia, Canada,
Japan, South Africa, New Zealand or any other country or jurisdiction outside
the United Kingdom. Accordingly, the New Phoenix Shares are not being, nor
(unless an exemption under relevant securities laws is applicable) can they be,
offered, sold, resold or delivered, directly or indirectly, in or into or from
the United States, Australia, Canada, Japan, South Africa or New Zealand or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration of them in, such jurisdiction or to, or for the
account or benefit of, any US person or any resident, citizen or national of
Australia, Canada, Japan, South Africa or New Zealand.
ICM Shareholders (including, without limitation, nominees, trustees or
custodians) must not forward this announcement in or into the United States,
Australia, Canada, Japan, South Africa, New Zealand or any other jurisdiction
where to do so would constitute a violation of the relevant securities laws or
regulations of such jurisdiction.
Phoenix will prepare the Phoenix Shareholder Circular which, together with the
Prospectus, will be sent to Phoenix Shareholders as soon as is reasonably
practicable. Phoenix Shareholders may obtain a further free copy of each of the
Phoenix Shareholder Circular and the Prospectus, when they become available,
from the offices of Eversheds LLP, at Senator House, 85 Queen Victoria Street,
London EC4V 4JL.
The Phoenix Directors accept responsibility for the information contained in
this announcement, save that the only responsibility accepted by them in respect
of information in this announcement relating to ICM, which has been compiled
from public sources, is to ensure that such information has been correctly and
fairly reproduced and presented. Subject as aforesaid, to the best of the
knowledge and belief of the Phoenix Directors (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.
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Phoenix, the
Phoenix Group, ICM or the ICM Group and certain plans and objectives of the
Phoenix Board. These forward-looking statements can be identified by the fact
that they do not relate to historical or current facts. Forward-looking
statements often include, or are preceded or followed by, words such as "
anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe
", "will", "may", "should", "would", "could" or other words of similar meaning.
In addition, this document includes forward-looking statements relating to
potential exposure to various types of market risks, such as foreign exchange
risks, interest rate risks and other risks related to financial assets and
liabilities. These forward-looking statements have been made on the current
view of the Phoenix Board and are based on assumptions and assessments made by
the Phoenix Board in the light of its experience and its perceptions of
historical trends, current conditions, expected future developments and other
factors that they believe are appropriate. By their nature, forward-looking
statements involve risk, uncertainty and other factors could cause actual
results, performance and/or developments to differ materially from those
expressed in or implied by such forward-looking statements.
These forward-looking statements are not guarantees of future performance.
Should one or more of these risks, uncertainties or other factors materialise,
or should any assumptions underlying such forward-looking statements prove
incorrect, actual results may vary materially from those described in this
announcement. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statement. All
forward-looking statements included in this announcement are based on
information available at the date hereof and Phoenix does not assume any
obligation to update or correct the information contained in this announcement,
save as required by the Listing Rules or the City Code.
CITY CODE 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 ICM or Phoenix, 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 p.m. on the 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 ICM or
Phoenix, they will be deemed to be a single person for the purpose of Rule 8.3
of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of ICM or Phoenix by ICM or Phoenix, or by any of their respective "
associates", must be disclosed by not later than 12.00 noon on the 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 of the Code, you should consult the Panel
on telephone number +44(0)20 7382 9026 or fax number +44(0)20 7236 7005.
FOR IMMEDIATE RELEASE
28 March 2007
Not for release, publication or distribution in or into or from the United
States, Australia, Canada, Japan, South Africa or New Zealand
This announcement is not a prospectus but an advertisement. A prospectus
relating to the New Phoenix Shares referred to in this announcement will be
published and, when available, may be obtained from the offices of Eversheds
LLP, at Senator House, 85 Queen Victoria Street, London EC4V 4JL. The New
Phoenix Shares should not be subscribed for except on the basis of the
information in the prospectus
Cash and Share Offer
for the entire issued and to be issued share capital of
ICM Computer Group plc
by Phoenix IT Group plc
advised by UBS Investment Bank
1. Introduction
The Phoenix Board is pleased to announce the terms of a cash and share offer for
the entire issued and to be issued share capital of ICM. The Phoenix Board
seeks the recommendation of the Independent ICM Directors for the Offer.
Based on the Closing Price of 342.5 pence per Phoenix Share on 27 March 2007,
being the last Business Day prior to this announcement, the Offer values each
ICM Share at 441.5 pence and the existing issued ordinary share capital of ICM
at approximately #94.3 million.
The consideration represents a premium of approximately:
* 62.9 per cent. to the Closing Price of 271.0
pence per ICM Share on 12 October 2006, being the last Business Day prior to the
date of Netstore's announcement that it expected to approach ICM with regard to
a possible offer;
* 2.6 per cent. to the Closing Price of 430.25
pence per ICM Share on 27 March 2007, being the last Business Day prior to this
announcement; and
* 2.0 per cent. to the value of the Revised ICM
Management Offer announced by Fawkes on 27 March 2007.
In addition, ICM Shareholders who are on the register as at close of business on
23 March 2007 will be entitled to receive and retain the interim dividend of 1.5
pence per ICM Share in respect of the six months ended 31 December 2006 that was
declared on 6 March 2007 and which is payable on 19 April 2007.
2. The Offer
The Offer, which will be subject to the conditions and further terms set out in
Appendix I to this announcement and to be set out in full in the Offer Document
and, in the case of ICM Shares held in certificated form, the Form of
Acceptance, will be made on the following basis:
for each ICM Share 230 pence in cash and 0.6176 of a New Phoenix Share
Assuming acceptance in full of the Offer, Existing Phoenix Shareholders will
hold a maximum of approximately 87.2 per cent. and a minimum of approximately
82.0 per cent., and ICM Shareholders will hold a maximum of approximately 18.0
per cent. and a minimum of approximately 12.8 per cent., of the enlarged issued
ordinary share capital of Phoenix (based on the existing issued ordinary share
capital of Phoenix and the existing issued ordinary share capital of ICM as at
the date of this announcement).
3. The Mix and Match Facility
A Mix and Match Facility will also be made available pursuant to which ICM
Shareholders (other than certain Overseas Shareholders) may elect to vary the
proportions in which they receive New Phoenix Shares and cash in respect of
their holdings of ICM Shares, subject in part, as described in the following
paragraph, to equal and opposite elections being made by other ICM Shareholders.
To the extent that ICM Shareholders make cash elections that exceed elections
for New Phoenix Shares, Phoenix will make available up to a further #15 million
in cash to satisfy (to the extent possible) such elections. As a result, the
maximum cash amount payable for the ICM Shares by Phoenix will be #64.1 million,
being approximately 68.0 per cent. of the total consideration payable for the
ICM Shares pursuant to the Offer. To the extent that elections for cash
consideration cannot be satisfied in full, they will be scaled down on a pro
rata basis.
The maximum number of New Phoenix Shares that may be issued pursuant to the
Offer will be approximately 13.2 million (based on the existing issued ordinary
share capital of ICM as at the date of this announcement), representing a total
value of approximately #45.2 million (based on the Closing Price of a Phoenix
Share on 27 March 2007), in which case the maximum amount of cash payable
pursuant to the Offer will be #49.1 million (based on the existing issued
ordinary share capital of ICM).
The maximum amount of cash payable pursuant to the Offer will be #64.1 million
(based on the existing issued ordinary share capital of ICM), in which case the
maximum number of New Phoenix Shares that may be issued pursuant to the Offer
will be approximately 8.8 million (based on the existing issued ordinary share
capital of ICM as at the date of this announcement), representing a total value
of approximately #30.2 million (based on the Closing Price of a Phoenix Share on
27 March 2007).
As a result, ICM Shareholders who make an election under the Mix and Match
Facility will not necessarily know the exact number of New Phoenix Shares or the
amount of cash which they will receive pursuant to the Offer until settlement of
the consideration under the Offer.
The Mix and Match Facility will not affect the entitlement of those ICM
Shareholders who do not make an election under the Mix and Match Facility.
Further details of the Mix and Match Facility will be included in the Offer
Document.
4. Background to and reasons for the Offer
In October 2006, ICM received an unsolicited approach from Netstore, a potential
trade purchaser. Following receipt of further information, this proposal was
subsequently rejected by the ICM Board. It is understood that ICM also received
expressions of interest from other interested parties, including Phoenix and the
ICM Management Team.
On 16 March 2007, Fawkes, a company established by Gresham and the ICM
Management Team for the purposes of acquiring the entire issued and to be issued
share capital of ICM, announced the ICM Management Offer, which the Independent
ICM Directors recommended. This offer was 401.5 pence per ICM Share. On 27
March 2007, Fawkes announced the Revised ICM Management Offer which the
Independent ICM Directors recommended. This offer was 433 pence per ICM share.
Phoenix is today announcing the Offer and seeks the recommendation of the
Independent ICM Directors for the Offer.
The Phoenix Directors believe that:
* the terms of the Offer represent an increase in
value as compared to the Revised ICM Management Offer;
* the Offer will allow ICM Shareholders to realise
their investment in ICM at a very attractive valuation reflecting the quality of
the ICM business and its standing in the market;
* the level of the Offer represents a 62.9 per
cent. premium to the Closing Price of an ICM Share on the last Business Day
prior to Netstore's announcement on 12 October 2006;
* the significant cash element of the consideration
offers certainty of value whilst the equity element offers investors the
opportunity to participate in prospects of the Enlarged Group. The Mix and
Match Facility provides ICM Shareholders with the opportunity to participate in
the Enlarged Group and/or realise their investment in accordance with their
preferences; and
* ICM Shareholders have indicated strong support
for the Offer, with Phoenix having received irrevocable undertakings, or
non-binding letters of intent, to accept the Offer, or to use best endeavours to
procure that others accept the Offer, in respect of 10,040,705 ICM Shares,
representing approximately 47.0 per cent. of the existing issued ordinary share
capital of ICM as at the date of this announcement.
The Phoenix Directors also believe that the Acquisition will create value for
its shareholders, as there is a strong strategic logic for the combination of
Phoenix and ICM. In particular, given the complementary nature of disaster
recovery, business continuity and IT solutions and support services, the
combination of the two businesses provides, in the view of the Phoenix
Directors, the potential to exploit a significant opportunity in the market for
the provision of IT support and disaster recovery services.
In addition, the Phoenix Directors believe that the Acquisition is consistent
with Phoenix's strategic objectives to increase the range and the depth of
services it provides and is consistent with its strategy of growth through
acquisition as well as organically. Furthermore, the Phoenix Board believes that
there will be opportunities to improve the operational efficiency of the
combined businesses. The Phoenix Directors currently anticipate that the
disaster recovery and business continuity activities of the two businesses will
be combined in a new division. Where the respective disaster recovery
facilities are in close proximity, and where there is commercial logic, the
Phoenix Directors anticipate consolidating them onto a single site with the aim
of increasing productivity. In addition, the Phoenix Directors believe that the
combined portfolio of disaster recovery facilities will provide a good base for
medium-term growth for the Enlarged Group.
ICM's Managed Availability division is expected to be combined with Servo,
resulting in a significant operation focussed on providing IT solutions and
services to a large SME customer base. It is expected that this business will
be run separately to Phoenix IT Services, which is primarily focussed on
delivering IT support services to larger End Users through Partners.
ICM has also successfully pursued a strategy of expansion and has made
significant investment in its infrastructure to support growth by, for example,
investing in a large business disaster recovery centre in Romford, Essex
enabling ICM to service larger customers.
The Phoenix Directors believe that the Acquisition will enable the Enlarged
Group to be better equipped to succeed in the IT support and disaster recovery
services market and that the combined services offering of the Enlarged Group
will further enhance Phoenix's position as a provider of IT support services. In
particular, the Phoenix Directors believe that the enlarged disaster recovery
offering should be attractive to larger customers, including blue chip
organisations.
The combination of Phoenix and ICM is also expected to result in cost synergies
for the Enlarged Group, as follows:
* a reduction in the number of sites from which the
Enlarged Group will provide IT solutions and services will reduce operating
costs and increase operating efficiency;
* the combining of Phoenix's and ICM's operations
into larger units throughout the United Kingdom will provide a greater density
of coverage for both Phoenix and ICM and, therefore, result in greater operating
efficiency for the Enlarged Group;
* the potential combining of the groups' respective
logistics operations and support functions should result in cost savings; and
* the increased buying power of the Enlarged Group
will result in cost savings when purchasing and maintaining IT hardware and
software.
The Phoenix Directors believe that the Acquisition will be earnings enhancing in
the first full financial year following the completion of the Acquisition
(before goodwill amortisation and one-off integration costs).*
* This statement regarding earnings enhancement does not constitute a profit
forecast nor should it be interpreted to mean that earnings per share of Phoenix
for the current or future years will necessarily match or exceed the historical
published earnings per share of Phoenix or ICM.
5. ICM Shareholder irrevocable undertakings and letters of
intent
Artemis and Herald (holding, respectively, 2,375,617 ICM Shares and 1,280,000
ICM Shares amounting, in aggregate, to 3,655,617 ICM Shares, representing
approximately 17.1 per cent. of the existing issued ordinary share capital of
ICM as at the date of this announcement) have irrevocably undertaken to accept
the Offer.
F&C (holding 2,031,022 ICM Shares, representing approximately 9.5 per cent. of
the existing issued ordinary share capital of ICM as at the date of this
announcement) has irrevocably undertaken to use its best endeavours to procure
that its underlying clients accept the Offer.
In addition, Phoenix has received non-binding letters of intent to accept the
Offer from Legal & General, Henderson Global Investors and Barry Roberts
(holding, respectively, 1,182,883 ICM Shares, 1,345,183 ICM Shares and 1,826,000
ICM Shares amounting, in aggregate, to 4,354,066 ICM Shares, representing
approximately 20.4 per cent. of the existing issued ordinary share capital of
ICM as at the date of this announcement).
Accordingly, Phoenix has received irrevocable undertakings and non-binding
letters of intent to accept the Offer, or to use best endeavours to procure that
others accept the Offer, in respect of, in aggregate, 10,040,705 ICM Shares,
representing approximately 47.0 per cent. of the existing issued ordinary share
capital of ICM as at the date of this announcement.
Details of the circumstances in which these irrevocable undertakings will cease
to be binding, together with further details of these letters of intent, are set
out in Appendix III to this announcement.
6. Phoenix Shareholder approval
The Acquisition constitutes a Class 1 transaction (as defined in the Listing
Rules) for Phoenix. Accordingly, Phoenix will be required to seek the approval
of the Phoenix Shareholders for the making of the Offer at the Phoenix
Extraordinary General Meeting. Phoenix Shareholders will also be asked for
authority to increase the authorised share capital of Phoenix to the extent
necessary to implement the Offer and to grant the requisite allotment authority.
The Offer will be conditional on, among other things, the requisite
resolutions being passed by the Phoenix Shareholders at the Phoenix
Extraordinary General Meeting. The Offer is subject to the conditions set out
in Appendix I to this announcement and to be set out in the Offer Document and,
in the case of ICM Shares held in certificated form, the Form of Acceptance.
The Phoenix Shareholder Circular containing the Notice of the Phoenix
Extraordinary General Meeting, together with the Prospectus, will be sent to
Phoenix Shareholders as soon as is reasonably practicable.
7. Information relating to Phoenix
Phoenix is a leading provider of a range of IT support services. Phoenix was
established in 1979 and the Phoenix Shares were admitted to the Official List in
2004.
Phoenix's services are frequently sold and delivered as a managed service where
Phoenix, in conjunction with a Partner, supports End Users' entire IT
infrastructure rather than providing individual support services. Phoenix's End
Users are typically major UK corporations or government organisations and
Phoenix's Partners include major IT outsourcers and IT managed service providers
in the UK. In addition, Phoenix provides business continuity services,
including disaster recovery, through its subsidiary Network Disaster Recovery
Limited.
Phoenix also provides services directly to UK SMEs and, with the aim of
extending its capabilities in this area, Phoenix recently acquired Servo, an
independent provider of IT services and equipment primarily to the UK SME
market.
The Phoenix Group's services include:
* Network and systems management
- Monitoring, managing and administering local and wide-area voice and
data networks through remote management centres.
* Network services
- The design, configuration, installation and support of voice and data
networks in complex multi-vendor environments.
* Service desk
- Dedicated call teams deliver first line support and guidance for End
Users 24 hours a day, seven days a week.
* Field services
- Over 750 permanently employed field and site-based service engineers
providing and supporting desktops and servers 24 hours a day, seven
days a week.
* Professional services
- The management and delivery of project implementation, as well as the
configuration and roll-out of Partner-developed information technology
solutions.
* Business continuity
- Business continuity and disaster recovery services and facilities
covering all major platforms across a wide range of vendors.
For the year ended 31 March 2006, Phoenix reported revenue, profit before
taxation and total equity of #108.9 million, #17.9 million and #41.8 million,
respectively. For the interim period to 30 September 2006, Phoenix reported
revenue, profit before taxation and total equity of #54.4 million, #9.2 million
and #47.2 million, respectively.
On 8 January 2007, Phoenix announced that Jeremy Stafford would be appointed as
its Chief Operating Officer, such appointment to be effective by no later than 1
July 2007. However, it is now expected that the appointment will be effective
on 24 April 2007. Pursuant to the terms of a service agreement entered into with
Phoenix, Jeremy Stafford will be paid #250,000 per annum (together with a bonus)
in respect of his services. The service agreement, which will not be effective
until Jeremy Stafford takes up his position as Chief Operating Officer, can be
terminated by either Phoenix or Jeremy Stafford on 12 months' notice. In all
other respects (including as to notice period), the terms of the service
agreement are substantially the same as those of the other executive Phoenix
Directors.
8. Information relating to ICM
Founded in 1986, ICM is a leading UK provider of business availability services.
The ICM Shares were admitted to the Official List on 21 May 1998.
ICM delivers its services through two key divisions:
* The Managed Availability division: ICM's Managed
Availability division has a range of products aimed at increasing the
operational availability of key IT systems for mid-market and SME customers; and
* The Business Continuity division: ICM's Business
Continuity division provides effective contingency plans to ensure that
customers can run their businesses and maintain operational capability even in a
worst case scenario.
For the year ended 30 June 2006, ICM's consolidated annual revenue was #75.7
million (2005: #77.6 million) and profit before tax was #4.8 million (2005: #5.1
million). As at 30 June 2006, the total assets of ICM were #83.7 million (2005:
#75.9 million) and total equity was #32.6 million (2005: #29.9 million).
ICM announced its interim results for the six months to 31 December 2006 on 6
March 2007. In those interim results, ICM reported revenue of #38.5 million
(2005: #37.4 million) and profit before tax of #2.8 million (2005: #2.1
million). As at 31 December 2006, the total assets of ICM were #82.7 million
(2005: #79.8 million) and total equity was #33.2 million (2005: #30.7 million).
The ICM Group has its headquarters in Wakefield near Leeds at ICM House, Oakwell
Way, Oakwell Park, Birstall, West Yorkshire, WF17 9LU and its entire operations
are based in the United Kingdom.
9.
Current trading and prospects
(a) Phoenix current trading and prospects
Phoenix continues to operate in markets which are focussed on high
levels of service and competitive pricing. However, activity levels remain
buoyant and Phoenix continues to trade in line with management's expectations.
The Phoenix Board therefore remains confident in relation to Phoenix's trading
and prospects.
(b) Prospects for the Enlarged Group
The Phoenix Directors believe that the Acquisition will enable the Enlarged
Group to offer an enhanced and more comprehensive range of services to its
customers and will facilitate the growth of the business. In addition, the
combination of the two groups is expected to result in cost synergies, as more
particularly described in paragraph 4 of this announcement. Furthermore, the
Phoenix Directors believe that the Acquisition will be earnings enhancing in the
first full financial year following the completion of the acquisition (before
goodwill amortisation and one-off integration costs).*
Accordingly, as at the date of this document and conditional upon the Offer
being or becoming declared wholly unconditional, the Phoenix Directors view the
Enlarged Group's prospects for 2007 with confidence.
* This statement regarding earnings enhancement does not constitute a profit
forecast nor should it be interpreted to mean that earnings per share of Phoenix
for the current or future years will necessarily match or exceed the historical
published earnings per share of Phoenix or ICM.
10. Directors, management and employees of ICM
Phoenix attaches great importance to the skills and experience of the existing
operational management and employees of ICM and believes that opportunities for
the employees of the Enlarged Group will be enhanced in the event that the Offer
becomes or is declared wholly unconditional.
Following the Offer becoming or being declared wholly unconditional, the
existing employment rights, including pension rights, of all employees of the
ICM Group will be safeguarded.
11. Dividend policy
Following the Offer becoming or being declared wholly unconditional, Phoenix
intends to maintain a progressive dividend policy which takes into account its
underlying earnings, capital requirements and cashflows, while maintaining an
appropriate level of dividend cover.
In respect of Phoenix's financial year ending 31 March 2007, the Phoenix Board
intends to declare a second interim dividend and no final dividend. However,
the New Phoenix Shares will not carry the right to receive and/or retain this
dividend or any other dividend declared, paid or made by Phoenix in respect of
Phoenix's financial year ending 31 March 2007 on or after the date of this
announcement.
12. The New Phoenix Shares
The New Phoenix Shares will be ordinary shares of 1 penny each in the capital of
Phoenix. The New Phoenix Shares will be created under the Companies Act and the
legislation made thereunder, will be issued in registered form and will be
capable of being held in both certificated and uncertificated form.
The New Phoenix Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Phoenix Shares, but will not carry the right to
receive and retain the second interim dividend intended to be declared in
respect of Phoenix's financial year ending on 31 March 2007 or any other
dividend declared, paid or made by Phoenix in respect of Phoenix's financial
year ending 31 March 2007 on or after the date of this announcement.
Fractions of New Phoenix Shares will not be allotted or issued pursuant to the
Offer. Fractional entitlements to New Phoenix Shares will be aggregated and
allotted and issued to a nominee appointed by Phoenix as nominee for the ICM
Shareholders to which such fractional entitlements apply, sold in the market and
the net proceeds of sale will be retained for the benefit of the Enlarged Group.
13. ICM Share Schemes
The Offer will extend to any ICM Shares which are unconditionally allotted or
issued fully paid (or credited as fully paid) prior to the date on which the
Offer closes (or such earlier date as Phoenix may, subject to the Code, decide,
not being earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances or, if later, the first closing date) including
any such shares unconditionally allotted or issued pursuant to the exercise of
options under the ICM Share Schemes.
To the extent that options remain unexercised at the time the Offer becomes or
is declared wholly unconditional, appropriate proposals will be made by Phoenix
to participants in the ICM Share Schemes.
14. Disclosure of interests in ICM
None of Phoenix, any of the Phoenix Directors, their immediate families or
related trusts or, so far as Phoenix is aware, any party acting in concert with
Phoenix, has any interest in or right to subscribe in respect of any relevant
securities of ICM or has any short positions in respect of relevant securities
of ICM or has borrowed or lent any relevant security of ICM.
15. Financing the Offer
The cash element of the Offer will be financed by loan facilities arranged by
The Royal Bank of Scotland Plc of up to #130 million. Further details of these
arrangements will be contained in the Offer Document.
UBS is satisfied that sufficient resources are available to Phoenix to satisfy
in full the cash element of the Offer under the terms of the Offer.
16. Settlement, listing and dealings
Applications will be made to the FSA and to the London Stock Exchange for the
New Phoenix Shares to be admitted to the Official List and to trading on the
London Stock Exchange's main market for listed securities.
The Existing Phoenix Shares are already admitted to the Official List, the
London Stock Exchange's main market for listed securities and to CREST. It is
expected that all of the New Phoenix Shares, when issued and fully paid, will be
capable of being held and transferred by means of CREST. It is expected that
the New Phoenix Shares will trade under ISIN GB00B0315W65.
Further details on settlement, listing and dealing of the New Phoenix Shares
will be included in the Offer Document.
17. Compulsory acquisition, de-listing and cancellation of
trading
If the Offer becomes or is declared unconditional in all respects and sufficient
acceptances are received under the Offer, Phoenix intends to:
(i) apply the provisions of Sections 974 to 991
(inclusive) of the Companies Act 2006 to acquire compulsorily any remaining ICM
Shares to which the Offer relates on the same terms as the Offer; and
(ii) procure that ICM applies to the FSA for cancellation
of the listing of the ICM Shares on the Official List and to the London Stock
Exchange for the cancellation of trading of the ICM Shares on the London Stock
Exchange's main market for listed securities.
It is anticipated that the cancellation of ICM's listing and admission to
trading will take effect no earlier than 20 Business Days after the date on
which the Offer becomes or is declared unconditional in all respects. De-listing
would significantly reduce the liquidity and marketability of any ICM Shares not
assenting to the Offer.
18. Overseas Shareholders
The availability of the New Phoenix Shares under the Offer to ICM Shareholders
not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to Overseas Shareholders
will be contained in the Offer Document.
19. General
The Offer Document and the Prospectus will be posted to ICM Shareholders as soon
as practicable and, in any event (save with the consent of the Panel), within 28
days of the date of this announcement.
The current issued share capital of Phoenix comprises 60,236,635 ordinary shares
of 1 penny each (ISIN number GB00B0315W65).
This announcement does not constitute an offer or an invitation to purchase any
securities.
Appendix II to this announcement sets out the sources and bases of certain
information contained in this announcement.
Appendix III to this announcement contains details of irrevocable undertakings
and non-binding letters of intent to accept the Offer, or to use best endeavours
to procure that others accept the Offer, received by Phoenix.
Appendix IV contains definitions of the terms used in this announcement.
PRESS ENQUIRIES
For further information, please contact:
Phoenix
Nick Robinson 01604 669 597
David Simpson
UBS Investment Bank (Financial adviser and broker to Phoenix)
Adrian Haxby 020 7567 8000
Craig Calvert
Financial Dynamics (Public relations adviser to Phoenix)
Giles Sanderson 020 7831 3113
Harriet Keen
UBS is acting exclusively for Phoenix in connection with the Offer and will not
be responsible to any person other than Phoenix for providing the protections
afforded to customers of UBS or for providing advice in relation to the Offer or
any other matter referred to or contained in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities or the solicitation of any vote for
approval in any jurisdiction. Any acceptance or other response to the Offer
should be made only on the basis of information referred to in the Offer
Document which Phoenix intends to despatch as soon as is reasonably practicable
to ICM Shareholders and, for information only, to participants in the ICM Share
Schemes.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law. The availability of the
New Phoenix Shares and the Mix and Match Facility under the Offer to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located. Therefore, any persons who are subject
to the laws of any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdiction. Any failure to comply with these requirements may
constitute a violation of the securities laws of any such jurisdiction.
The Offer will not be made, directly or indirectly, in or into the United
States, Australia, Canada, Japan, South Africa or New Zealand and will not be
capable of acceptance from or within the United States, Australia, Canada,
Japan, South Africa or New Zealand. Accordingly, copies of this announcement
and all documents relating to the Offer will not be, and must not be, mailed or
otherwise forwarded, distributed or sent in, into or from the United States,
Australia, Canada, Japan, South Africa or New Zealand.
This announcement is not an offer of securities for sale in the United States
and the New Phoenix Shares have not been, and will not be, registered under the
Securities Act or under the securities laws of any state, district or other
jurisdiction of the United States, Australia, Canada, Japan, South Africa or New
Zealand and no steps have been, or will be, taken to enable the New Phoenix
Shares to be offered in compliance with the applicable securities laws of any
state, district or other jurisdiction of the United States, Australia, Canada,
Japan, South Africa, New Zealand or any other country or jurisdiction outside
the United Kingdom. Accordingly, the New Phoenix Shares are not being, nor
(unless an exemption under relevant securities laws is applicable) can they be,
offered, sold, resold or delivered, directly or indirectly, in or into or from
the United States, Australia, Canada, Japan, South Africa or New Zealand or any
other jurisdiction if to do so would constitute a violation of the relevant laws
of, or require registration of them in, such jurisdiction or to, or for the
account or benefit of, any US person or any resident, citizen or national of
Australia, Canada, Japan, South Africa or New Zealand.
ICM Shareholders (including, without limitation, nominees, trustees or
custodians) must not forward this announcement in or into the United States,
Australia, Canada, Japan, South Africa, New Zealand or any other jurisdiction
where to do so would constitute a violation of the relevant securities laws or
regulations of such jurisdiction.
The Phoenix Directors accept responsibility for the information contained in
this announcement, save that the only responsibility accepted by them in respect
of information in this announcement relating to ICM, which has been compiled
from public sources, is to ensure that such information has been correctly and
fairly reproduced and presented. Subject as aforesaid, to the best of the
knowledge and belief of the Phoenix Directors (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.
FORWARD-LOOKING STATEMENTS
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Phoenix, the
Phoenix Group, ICM or the ICM Group and certain plans and objectives of the
Phoenix Board. These forward-looking statements can be identified by the fact
that they do not relate to historical or current facts. Forward-looking
statements often include, or are preceded or followed by, words such as "
anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe
", "will", "may", "should", "would", "could" or other words of similar meaning.
In addition, this document includes forward-looking statements relating to
potential exposure to various types of market risks, such as foreign exchange
risks, interest rate risks and other risks related to financial assets and
liabilities. These forward-looking statements have been made on the current
view of the Phoenix Board and are based on assumptions and assessments made by
the Phoenix Board in the light of its experience and its perceptions of
historical trends, current conditions, expected future developments and other
factors that they believe are appropriate. By their nature, forward-looking
statements involve risk, uncertainty and other factors could cause actual
results, performance and/or developments to differ materially from those
expressed in or implied by such forward-looking statements.
These forward-looking statements are not guarantees of future performance.
Should one or more of these risks, uncertainties or other factors materialise,
or should any assumptions underlying such forward-looking statements prove
incorrect, actual results may vary materially from those described in this
announcement. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statement. All
forward-looking statements included in this announcement are based on
information available at the date hereof and Phoenix does not assume any
obligation to update or correct the information contained in this announcement,
save as required by the Listing Rules or the City Code.
CITY CODE 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 ICM or Phoenix, 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 p.m. on the 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 ICM or
Phoenix, they will be deemed to be a single person for the purpose of Rule 8.3
of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of ICM or Phoenix by ICM or Phoenix, or by any of their respective "
associates", must be disclosed by not later than 12.00 noon on the 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 of the Code, you should consult the Panel
on telephone number +44(0)20 7382 9026 or fax number +44(0)20 7236 7005.
APPENDIX I
Conditions and certain further terms of the Offer
A. Conditions of the Offer
The Offer will be subject to the following conditions:
1. Acceptance and approval
Valid acceptances being received (and not, where permitted, withdrawn) by not
later than 3.00 p.m. on the first closing date of the Offer as set out in the
Offer Document (or such later time(s) and/or date(s) as Phoenix may, subject to
the Rules of the Code or with the consent of the Panel, decide) in respect of
not less than 90 per cent. of the ICM Shares to which the Offer relates and not
less than 90 per cent. of the voting rights carried by those shares (or, in
either case, such lesser percentage as Phoenix may decide), provided that this
condition will not be satisfied unless Phoenix and/or any member of the Phoenix
Group shall have acquired or agreed to acquire (whether pursuant to the Offer of
otherwise), directly or indirectly, ICM Shares carrying, in aggregate, over 50
per cent. of the voting rights then exercisable at general meetings of ICM
(including for this purpose, to the extent (if any) required by the Panel, any
voting rights attached to any ICM Share which are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise).
For the purpose of this condition 1:
(i) the expression "ICM Shares to which the Offer
relates" shall be construed in accordance with Sections 974 to 991 (inclusive)
of the Companies Act 2006; and
(ii) ICM Shares which have been unconditionally allotted
shall be deemed to carry the voting rights which they will carry on issue.
2. Phoenix Shareholder approval and Admission of the New Phoenix
Shares
(a) The passing at the Phoenix Extraordinary General Meeting
(or any adjournment thereof) of such resolution(s) as may be necessary to
approve, implement and effect the Offer and the acquisition of ICM Shares or
otherwise (as such resolution(s) may be set out in the Phoenix Shareholder
Circular), including a resolution or resolutions to increase the share capital
of Phoenix and authorise the creation and allotment of the New Phoenix Shares;
and
(b) The admission of the New Phoenix Shares to listing on the
Official List becoming effective in accordance with the Listing Rules and the
admission of such shares to trading on the London Stock Exchange's main market
for listed securities becoming effective in accordance with the Admission and
Disclosure Standards or, if Phoenix so determines and subject to the consent of
the Panel, the FSA agreeing to admit such shares to the Official List and the
London Stock Exchange agreeing to admit such shares to trading on its main
market for listed securities subject only to the allotment of such shares.
3. Authorisations
All filings and applications which Phoenix reasonably considers necessary having
been made and all statutory or regulatory obligations in any jurisdiction having
been complied with, and all appropriate waiting or other time periods (including
any extensions of such periods) under any applicable legislation or regulations
of any jurisdiction having expired, lapsed or been terminated, in each case in
connection with the Offer and/or the acquisition or proposed acquisition of any
ICM Shares, or of control of management of ICM or any other member of the Wider
ICM Group, by Phoenix (or any other member of the Wider Phoenix Group), and all
Relevant Authorisations reasonably deemed by Phoenix (or any other member of the
Wider Phoenix Group) to be necessary or appropriate for, or in respect of, the
Offer and/or the acquisition or proposed acquisition of any ICM Shares, or of
control or management of ICM or any other member of the Wider ICM Group, by
Phoenix (or any other member of the Wider Phoenix Group) or to permit or enable
Phoenix (or any other member of the Wider Phoenix Group) to carry on the
business of any member of the Wider ICM Group having been obtained in terms and
in a form satisfactory to Phoenix from all appropriate Relevant Authorities and
from all appropriate persons, authorities or bodies with whom any member of the
Wider Phoenix Group or any member of the Wider ICM Group has entered into
contractual arrangements, all such Relevant Authorisations remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, modify, restrict, suspend or not to renew any of them and there being no
indication that the renewal costs of any Relevant Authorisation might be
materially higher than the renewal costs for the current Relevant Authorisation.
4. Regulatory intervention
No Relevant Authority having decided to take, institute, implement or threaten
any action, proceeding, suit, investigation, reference or enquiry or enacted,
made or proposed any statute, regulation, rule, decision or order or required
any action to be taken or information to be provided or otherwise taken or
refrained from having taken any other step or action or done any thing and there
not being outstanding any statute, regulation, rule, decision or order that, in
any such case, would or might reasonably be expected to:
(a) make the Offer, its implementation or the acquisition or
proposed acquisition of any ICM Shares, or control of or management of ICM or
any other member of the Wider ICM Group, by Phoenix void, voidable or
unenforceable or illegal in or under the laws of any jurisdiction or otherwise,
directly or indirectly, restrain, restrict, prohibit or delay, or impose
additional or amended conditions or obligations with respect to, or otherwise
challenge or interfere with, any of the foregoing; or
(b) require, prevent, delay, restrict or affect the
divestiture (or alter the terms of any proposed divestiture) by any member of
the Wider Phoenix Group or any member of the Wider ICM Group of all or any part
of their respective businesses, assets or properties or impose any limitation on
the ability of any of them to conduct or to own, use or operate all or any part
of their respective businesses, assets or properties owned by, or the use or
operation of which is enjoyed by, any of them, or result in any of them ceasing
to be able to carry on business, or being restricted in the carrying on of its
business, under any name under which it currently does so; or
(c) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Phoenix Group or any member of the Wider ICM
Group to acquire or hold or exercise effectively, directly or indirectly, all or
any rights of ownership of shares or other securities (or the equivalent) in any
member of the Wider ICM Group or any member of the Wider Phoenix Group or to
exercise management or voting control over any member of the Wider ICM Group or
any member of the Wider Phoenix Group; or
(d) require any member of the Wider Phoenix Group or any
member of the Wider ICM Group to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member of the
Wider Phoenix Group or any member of the Wider ICM Group or any shares or other
securities or indebtedness (or the equivalent) in or of, or any asset owned by,
any other person, or to dispose of or repay, or to offer to dispose of or repay,
any shares or other securities or indebtedness (or the equivalent) in or of, or
any asset owned by, any member of the Wider Phoenix Group or any member of the
Wider ICM Group; or
(e) impose any material limitation on the ability of any
member of the Wider Phoenix Group or any member of the Wider ICM Group to
integrate or co-ordinate its business, or any part of it, with any business of
any member of the Wider Phoenix Group or any member of the Wider ICM Group; or
(f) otherwise adversely affect materially any or all of the
businesses, assets, financial or trading position or profits, prospects or value
of any member of the Wider ICM Group or any member of the Wider Phoenix Group or
the exercise of rights over shares of any member of the Wider ICM Group,
all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, reference or enquiry or otherwise
intervene having expired, lapsed or been terminated.
5. Consequences of the Offer
Save as Disclosed, there being no provision of any Relevant Instrument which, as
a consequence of the making or implementation of the Offer, the acquisition or
proposed acquisition by any member of the Wider Phoenix Group of any shares in,
or any change in the control or management of, ICM or any other member of the
Wider ICM Group, or otherwise, provides for, or will or might reasonably be
expected to result in, to an extent which is material in the context of the
Wider ICM Group in each case, any of the following:
(a) any monies borrowed by, or other indebtedness, actual or
contingent of, or grant available to, any member of the Wider ICM Group being or
becoming or is capable of being declared repayable immediately or earlier than
its stated maturity date or the ability of any member of the Wider ICM Group to
borrow monies or incur indebtedness being withdrawn, inhibited or adversely
affected or is capable of being withdrawn, inhibited or adversely affected; or
(b) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
assets or interests of any member of the Wider ICM Group or any such security
(whenever created, arising or having arisen) becoming enforceable or being
enforced; or
(c) any Relevant Instrument or any right, interest, liability,
obligation or business of any member of the Wider ICM Group under such Relevant
Instrument (or any related arrangement) being terminated or adversely modified
or affected, or any onerous action being taken or obligation arising under such
Relevant Instrument; or
(d) the value of any member of the Wider ICM Group, or the
business, assets, financial or trading position or prospects of any member of
the Wider ICM Group being prejudiced or adversely affected; or
(e) any asset or right (including, without limitation,
intellectual property rights) or interest of, or any asset or right the use or
operation of which is enjoyed by, any member of the Wider ICM Group being or
falling to be disposed of other than in the ordinary course of business, or
charged, or ceasing to be available to any such member, or any right arising
under which any such asset or interest or such right will or could be required
to be disposed of or charged, or will or could cease to be so available; or
(f) the interest or business of any member of the Wider ICM
Group in or with any company, firm, body or person, or any arrangements relating
to any such interest or business, being terminated or adversely modified or
affected; or
(g) any change or effect on ownership or use of any
intellectual property rights owned or used by any member of the Wider ICM Group;
or
(h) any member of the Wider ICM Group ceasing to be able to
carry on business under any name under which it presently does so; or
(i) any member of the Wider ICM Group or any member of the
Wider Phoenix Group being required to acquire, or to offer to acquire, any
shares or other securities or indebtedness (or the equivalent) in or of any
member of the Wider ICM Group of any member of the Wider Phoenix Group or any
shares or other securities or indebtedness (or the equivalent) in or of, or any
asset owned by, any other person to dispose of or repay, or to offer to dispose
of or repay, any shares or other securities or indebtedness (or the equivalent)
in or of, or any asset owned by, any member of the Wider ICM Group or any member
of the Wider Phoenix Group,
and no event having occurred which, under any provision of any Relevant
Instrument, would or could reasonably be expected to result in any of the events
or circumstances referred to in sub-paragraphs 5(a) to 5(i) (inclusive).
6. No corporate action taken since the Accounting Date
Save as Disclosed, since the Accounting Date, no member of the Wider ICM Group
having:
(a) made any alteration to its memorandum or articles of
association or other constitutional document which is or could reasonably be
considered to be material; or
(b) recommended, declared, paid or made, or proposed the
recommendation, declaration, paying or making of, any dividend, bonus issue or
other distribution, whether in cash or otherwise (other than (i) to ICM or a
wholly-owned subsidiary of ICM and (ii) the interim dividend of 1.5 pence per
ICM Share in respect of the six months ended 31 December 2006 that was declared
on 6 March 2007 and which is payable on 19 April 2007); or
(c) issued or agreed to issue, or authorised or proposed the
issue of, additional shares of any class, or of securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares or securities or any loan capital (other than issues to
ICM or a wholly-owned subsidiary of ICM and save for ICM Shares allotted on the
exercise of any options granted under the ICM Share Schemes) or redeemed,
purchased, repaid or reduced, or authorised or proposed the redemption,
purchase, repayment or reduction of, or other material change to, any part of
its share capital or any other securities; or
(d) (other than to ICM or a wholly-owned subsidiary of ICM)
issued, authorised or proposed the issue of any debentures or securities or,
save in the ordinary course of business, incurred or increased any indebtedness
or liability, actual or contingent; or
(e) entered into, varied, implemented, or authorised, proposed
or announced its intention to enter into, vary or implement, any contract,
scheme, transaction, commitment or other arrangement which is, will or could be,
restrictive on the business of any member of the Wider Phoenix Group or any
member of the Wider ICM Group or which involves or will or could involve an
obligation of a loss making, long term, onerous or unusual nature or magnitude;
or
(f) authorised, proposed or effected or announced its
intention to propose any merger, demerger, reconstruction or amalgamation, or
any acquisition or disposal or transfer of, or the creation of any mortgage,
charge or security interest or other encumbrance in respect of, any asset or any
right, title or interest in any share or asset (other than in the ordinary
course of trading); or
(g) entered into, or varied (other than in respect of
increases in remuneration required under the terms of the relevant agreement)
the terms of, any service contract or agreement with any of the directors,
senior executives or senior employees of any member of the Wider ICM Group; or
(h) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is outside the
ordinary course of business or which is of a long term, onerous or unusual
nature or magnitude or which involves or could involve an obligation of a nature
or magnitude which is material; or
(i) been unable, or threatened in writing that it is unable,
to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or a substantial part thereof or ceased
or threatened to cease carrying on all or a substantial part of its business; or
(j) taken or proposed any action or had any proceedings
instituted, threatened or proposed for its winding-up (voluntarily or
otherwise), dissolution, striking off or reorganisation (or for any analogous
proceedings or steps in any jurisdiction) (save for any such winding-up or
dissolution whilst solvent) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar or analogous officer of all or any
of its assets or revenues or for any similar or analogous matters in any
jurisdiction; or
(k) made or consented to any change to the terms of the trust
deeds constituting the pension schemes established for its directors and/or
employees and/or their dependents or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which liabilities (including pensions) such
pension schemes are funded or made, or agreed or consented to, any change to the
trustees; or
(l) waived or compromised any claim or authorised any such
waiver or compromise (other than in the ordinary course of business) which, in
any case, is material in the context of the Wider ICM Group taken as a whole; or
(m) agreed to enter into or entered into any agreement or passed
any resolution or made any offer (which remains open for acceptances), with
respect to, or announced an intention to effect or to propose, any of the
transactions, matters or events referred to in this condition 6.
7. Other events since the Accounting Date
Save as Disclosed, since the Accounting Date:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits, prospects or value
of any member of the Wider ICM Group which is material in the context of the
Wider ICM Group taken as whole; or
(b) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider ICM
Group or to which any member of the Wider ICM Group is a party (whether as a
claimant, defendant or otherwise), and no investigation or enquiry by, or
complaint or reference to, any Relevant Authority against or in respect of any
member of the Wider ICM Group, having been instituted, announced or threatened
or remaining outstanding by, against or in respect of any member of the Wider
ICM Group which is or might reasonably be expected to be material in the context
of the Wider ICM Group taken as a whole; or
(c) no steps having been taken which will result in, or could
reasonably be expected to result in, the withdrawal, cancellation, termination
or adverse modification of any licence or permit held by any member of the Wider
ICM Group which is or might reasonably be expected to be material in the context
of the Wider ICM Group taken as a whole; or
(d) no contingent or other liability having arisen or
increased or become apparent to Phoenix which might be likely adversely to
affect any member of the Wider ICM Group which is material in the context of the
Wider ICM Group taken as a whole.
8. General
Save as Disclosed, Phoenix not having discovered:
(a) that any financial, business or other information
concerning the Wider ICM Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider ICM Group, or
disclosed at any time by or on behalf of any member of the Wider ICM Group in
writing in connection with the Acquisition and/or the Offer to any member of the
Wider Phoenix Group or its agents or advisers, is misleading or contains a
material misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not misleading in each case to an extent which
is material in the context of the Offer; or
(b) any information which materially affects the import of any
information mentioned in condition 8(a); or
(c) that any member of the Wider ICM Group is subject to any
liability, contingent or otherwise which is or is reasonably likely to be
material in the context of the Wider ICM Group as a whole; or
(d) any circumstance exists whereby a person or class of
persons would be likely to have any claim or claims against any past or present
member of the Wider ICM Group which claim or claims would be likely to be
material in the context of the Wider ICM Group taken as a whole; or
(e) that there has been any release, emission, disposal,
spillage or leak of any waste or hazardous substance or any substance likely to
impair the environment or harm human health on or about or from any property or
water now or previously owned, occupied, used or controlled by any past or
present member of the Wider ICM Group (whether or not constituting a
non-compliance by any person with any applicable law, statute, ordinance or any
regulation, rule or other requirement of any Relevant Authority) and, in any
such case, will or would be likely to give rise to any liability (whether actual
or contingent) or cost on the part of any member of the Wider ICM Group which is
or is reasonably likely to be material in the context of the Wider ICM Group
taken as a whole; or
(f) that any past or present member of the Wider ICM Group
has committed any violation of any applicable laws, statutes or ordinances, or
any regulations, rules, notices or other requirements of any Relevant Authority
relating to the storage, disposal, discharge, spillage, leak or emission of any
waste or hazardous or harmful substance or any substance likely to impair the
environment or harm human health, or otherwise relating to environmental matters
which is or is reasonably likely to be material in the context of the Wider ICM
Group taken as a whole; or
(g) that there is, or is likely to be, any obligation or
liability (actual or contingent) on any member of the Wider ICM Group to make
good, repair, reinstate or clean up any property or water now or previously
owned, occupied, operated or used or controlled by any past or present member of
the Wider ICM Group under any environmental legislation, regulation, notice,
circular, order or requirement of any Relevant Authority.
B. Certain further terms of the Offer
(a) The conditions are inserted for the benefit of Phoenix and
no ICM Shareholder shall be entitled to waive any of the conditions without the
prior written consent of Phoenix.
(b) Each of conditions 1 to 8 shall be regarded as a separate
condition and shall not be limited by reference to any other condition.
(c) Subject to the requirements of the Panel, Phoenix reserves
the right to waive, in whole or in part, all or any of conditions, except
conditions 1 and 2.
(d) Phoenix shall be under no obligation to waive or treat as
satisfied any of the other conditions by a date earlier than the latest date
specified below for the satisfaction thereof (or, if no such date is specified,
the date when the Offer, if such be the case, shall become or be declared
unconditional in all respects) notwithstanding that the other conditions of the
Offer may, at an earlier date, have been waived or fulfilled and that that there
are, at such earlier date, no circumstances indicating that any of such
conditions may not be capable of fulfilment.
(e) The Offer will lapse unless the conditions set out above
(other than the conditions set out in paragraph 1 above) are fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by Phoenix
to be or to remain satisfied no later than midnight on the twenty first day
after the later of the first closing date of the Offer and the date on which the
Offer becomes or is declared unconditional as to acceptances, or such later date
as the Panel may agree.
(f) If Phoenix is required by the Panel to make an offer for
ICM Shares under Rule 9 of the Code, Phoenix may make such alterations to the
conditions of the Offer set out above (including, without limitation, the
condition set out in paragraph 1 above) or any of the terms of the Offer as are
necessary to comply with that Rule.
(g) The formal Offer by Phoenix will be subject to the terms
and conditions as set out in this Appendix I and as will be set out in the Offer
Document and, in the case of ICM Shares held in certificated form, the
accompanying Form of Acceptance, or as may be required to comply with the
provisions of the City Code.
(h) The Offer will extend to any ICM Shares unconditionally
allotted or issued while the Offer remains open for acceptance (or before such
earlier date as Phoenix may, subject to the City Code, decide, not being earlier
than the date on which the Offer becomes or is declared unconditional as to
acceptances or, if later, the first closing date of the Offer), whether pursuant
to the ICM Share Schemes or otherwise.
(i) ICM Shares will be acquired by Phoenix fully paid and
free from all liens, equities, charges, equitable interests, encumbrances,
rights of pre-emption and any other third party right and/or interests of any
nature whatsoever and together with all rights attaching to them, now or in the
future, including the right to receive and retain all dividends, interest and
other distributions declared, paid or made on or after the date of this
announcement, expect for the right to receive and retain the interim dividend of
1.5 pence per ICM Share in respect of the six months ended 31 December 2006 that
was declared on 6 March 2007 and which is payable on 19 April 2007. ICM
Shareholders who were on the register of ICM Shareholders as at close of
business on 23 March 2007 will remain entitled to receive and retain the interim
dividend of 1.5 pence per ICM Share.
(j) Although it is not considered that the Offer will come
within the statutory provisions for reference to the Competition Commission in
the United Kingdom, the Offer will lapse if it is referred to the Competition
Commission in the United Kingdom before 3.00 p.m. on the first closing date of
the Offer or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later. If the Offer lapses,
the Offer will cease to be capable of further acceptance and accepting ICM
Shareholders and Phoenix will thereupon cease to be bound by any Form of
Acceptance or electronic acceptance submitted before the time when the Offer
lapses.
(k) Fractions of New Phoenix Shares will not be allotted or
issued pursuant to the Offer. Fractional entitlements to New Phoenix Shares will
be aggregated and allotted and issued to a nominee appointed by Phoenix as
nominee for the ICM Shareholders to which such fractional entitlements apply,
sold in the market and the net proceeds of sale will be retained for the benefit
of the Enlarged Group.
(l) The New Phoenix Shares will be issued free from all
liens, equities, charges, equitable interests, encumbrances and other third
party rights and/or interests of any nature whatsoever and with all rights
attaching to them now or in the future. The New Phoenix Shares will be issued
credited as fully paid and will rank equally in all respects with Existing
Phoenix Shares, including the right to receive all dividends and other
distributions declared, made or paid in the future, but will not carry the right
to receive and retain the second interim dividend intended to be declared in
respect of Phoenix's financial year ending on 31 March 2007 or any other
dividend declared, paid or made by Phoenix in respect of Phoenix's financial
year ending 31 March 2007 on or after the date of this announcement.
Applications will be made to the FSA and to the London Stock Exchange for the
New Phoenix Shares to be admitted to the Official List and to trading on the
London Stock Exchange's main market for listed securities.
(m) This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities or the solicitation
of referred to in the Offer Document and/or the Prospectus which Phoenix intends
to despatch as soon as is reasonably practicable to ICM any vote for approval in
any jurisdiction. Any acceptance or other response to the Offer should be made
only on the basis of information Shareholders and, for information only, to
participants in the ICM Share Schemes.
(n) The release, publication or distribution of this
announcement in jurisdictions other than the United Kingdom may be restricted by
law. The availability of the New Phoenix Shares and the Mix and Match Facility
under the Offer to persons not resident in the United Kingdom may be affected by
the laws of the relevant jurisdictions in which they are located. Therefore,
any persons who are subject to the laws of any jurisdiction other than the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Any failure to comply with these
requirements may constitute a violation of the securities laws of any such
jurisdiction.
(o) The Offer will not be made, directly or indirectly, in or
into the United States, Australia, Canada, Japan, South Africa or New Zealand
and will not be capable of acceptance from or within the United States,
Australia, Canada, Japan, South Africa or New Zealand. Accordingly, copies of
this announcement and all documents relating to the Offer will not be, and must
not be, mailed or otherwise forwarded, distributed or sent in, into or from the
United States, Australia, Canada, Japan, South Africa or New Zealand.
(p) This announcement is not an offer of securities for sale
in the United States and the New Phoenix Shares have not been, and will not be,
registered under the Securities Act or under the securities laws of any state,
district or other jurisdiction of the United States, Australia, Canada, Japan,
South Africa or New Zealand and no steps have been, or will be, taken to enable
the New Phoenix Shares to be offered in compliance with the applicable
securities laws of any state, district or other jurisdiction of the United
States, Australia, Canada, Japan, South Africa, New Zealand or any other country
or jurisdiction outside the United Kingdom. Accordingly, the New Phoenix Shares
are not being, nor (unless an exemption under relevant securities laws is
applicable) can they be, offered, sold, resold or delivered, directly or
indirectly, in or into or from the United States, Australia, Canada, Japan,
South Africa or New Zealand or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration of them
in, such jurisdiction or to, or for the account or benefit of, any US person or
any resident, citizen or national of Australia, Canada, Japan, South Africa or
New Zealand.
(q) The Offer will comply with English law and the Code.
(r) Phoenix reserves the right, with the consent of the
Independent ICM Directors, to elect to implement the acquisition of ICM by way
of a scheme of arrangement under section 425 of the Companies Act. In such
event, the scheme of arrangement will be implemented on the same terms (subject
to appropriate amendments), so far as applicable, as those which could apply to
the Offer. In particular, condition 1 will not apply and the scheme of
arrangement will become effective and binding following:
(i) approval of the scheme of arrangement at a meeting
convened by the Court by a majority in number, representing 75 per cent. or more
in value present and voting, either in person or by proxy, of ICM Shareholders
(or the relevant class or classes thereof);
(ii) the resolution(s) required to approve and implement
the scheme of arrangement being passed by the requisite majority of ICM
Shareholders at an Extraordinary General Meeting of ICM convened for such
purpose; and
(iii) sanction of the scheme of arrangement and
confirmation of the reduction of ICM's share capital involved therein by the
Court (in both cases with or without modifications on terms reasonably
acceptable to Phoenix) and office copies of the orders of the Court sanctioning
the scheme of arrangement and confirming the reduction of share capital being
delivered for registration to the Registrar of Companies in England and Wales
and being registered by him.
APPENDIX II
Sources and bases of certain information
(i) The value placed by the Offer on the existing issued ordinary share
capital of ICM is based on 21,349,559 ICM Shares in issue on 27 March 2007,
being the last Business Day prior to this announcement.
(ii) The Closing Prices of a Phoenix Share and an ICM Share on 27 March
2007, being the last Business Day prior to this announcement, are taken from the
Official List.
(iii) Unless otherwise stated, the financial information relating to ICM
is extracted, without material adjustment, from the audited consolidated
financial statements of ICM as at, and for the financial year ended, 30 June
2006 or the unaudited consolidated financial statements of ICM as at, and for
the six months ended, 31 December 2006.
(iv) Unless otherwise stated, the financial information
relating to Phoenix is extracted, without material adjustment, from the audited
consolidated financial statements of Phoenix as at, and for the financial year
ended, 31 March 2006 or the unaudited consolidated financial statements of
Phoenix as at, and for the six months ended, 30 September 2006.
APPENDIX III
Irrevocable undertakings and letters of intent
Phoenix has received the following irrevocable undertakings to accept the Offer:
Name Number of ICM Shares Percentage of existing issued
ordinary share capital of ICM
Artemis Investment Management Limited 2,375,617 11.1
F&C Management Limited 2,031,022 9.5
Herald Investment Management Limited 1,280,000 6.0
Total 5,686,639 26.6
Each of the irrevocable undertakings referred to above will cease to be binding
in the event that (i) the Offer lapses or is withdrawn or (ii) if a person other
than a member of the Phoenix Group or any person acting in concert with Phoenix
announces a firm intention to make an offer (in accordance with Rule 2.5 of the
Code) to acquire all of the equity share capital of ICM, other than that already
owned by the person making such offer, before the date on which the Offer
closes, lapses or is withdrawn if the value of the consideration represents an
increase of more than 10 per cent. to the value of the consideration being
offered under the Offer.
Phoenix has received the following non-binding letters of intent to accept the
Offer:
Name Number of ICM Shares Percentage of existing issued
ordinary share capital of ICM
Henderson Global Investors 1,345,183 6.3
Legal & General Investment Management 1,182,883 5.5
Barry Roberts 1,826,000 8.6
Total 4,354,066 20.4
The letter of intent provided by Barry Roberts additionally provides that Barry
Roberts intends to enter into an irrevocable undertaking to accept the Offer
immediately after the publication of this announcement. Such irrevocable
undertaking, if entered into, will cease to be binding in the same circumstances
as the irrevocable undertakings provided by each of Artemis, F&C and Herald, as
described above.
APPENDIX IV
Definitions
For the purposes of this announcement, the following expressions have the
following meaning:
"Accounting Date" 30 June 2006
"Admission and Disclosure Standards" the requirements contained in the publication "
Admission and Disclosure Standards" dated April 2002
(as amended from time to time) containing, amongst
other things, the admission requirements to be observed
by companies seeking admission to trading on the London
Stock Exchange's main market for listed securities
"agreements" arrangements, agreements, commitments, licences,
permits, franchises, partnerships, joint ventures,
authorisations or other instrument
"Acquisition" the proposed acquisition by Phoenix of the entire
issued and to be issued share capital by ICM pursuant
to the Offer
"Artemis" Artemis Investment Management Limited
"Business Day" any day on which the London Stock Exchange's main
market for listed securities is open for business
"certificated" or "in certificated form" where a share or other security is not in certificated
form (that is, not in CREST)
"Closing Price" the closing middle market price of a Phoenix Share or
an ICM Share (as applicable) as derived from SEDOL
"Code" or "City Code" the City Code on Takeovers and Mergers
"the Companies Act" the Companies Act 1985, as amended
"Court" the High Court of Justice in England and Wales
"CREST" the relevant system (as defined in the CREST
Regulations) of which CRESTCo is the Operator (as
defined in the CREST Regulations)
"CRESTCo" CRESTCo Limited, a company incorporated under the laws
of England and Wales
"CREST Regulations" The Uncertificated Securities Regulations 2001 (SI 2001
No. 3755)
"Disclosed" either:
(a) expressly contained in ICM's
published report and accounts for the financial year
ended 30 June 2006 or its announcement of its interim
results for the financial year ending 30 June 2007; or
(b) expressly disclosed in any other
public announcement made by ICM via a Regulatory
Information Service in the period commencing on 30 June
2006 and ending on the Business Day immediately
preceding the date of this announcement; or
(c) fairly disclosed in writing to
Phoenix, including provision of information in the data
room made available to Phoenix and its advisers, by or
on behalf of ICM in connection with the Acquisition
prior to the date of this announcement
"End User" a client who ultimately uses a particular service
"Enlarged Group" the Phoenix Group after completion of the Acquisition
"Existing Phoenix Shares" the Phoenix Shares in issue as at the date of this
announcement
"Existing Phoenix Shareholders" holders of Existing Phoenix Shares
"Fawkes" Fawkes Limited, a company formed by Gresham and the ICM
Management Team for the purposes of making the ICM
Management Offer
"F&C" F&C Management Limited
"first closing date" the date falling twenty-one (21) days after the date on
which the Offer Document is posted
"Form of Acceptance" the form of acceptance, election and authority relating
to the Offer which will accompany the Offer Document
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000, as amended
"Gresham" Gresham LLP
"Henderson Global Investors" Henderson Global Investors Limited
"Herald" Herald Investment Management Limited
"holder" a registered holder of shares, including any person
entitled by transmission
"ICM" ICM Computer Group plc
"ICM Board" the board of directors of ICM
"ICM Group" ICM, its subsidiaries and subsidiary undertakings and "
member of the ICM Group" shall be construed accordingly
"ICM Management Offer" the offer made by Fawkes to acquire the entire issued
and to be issued share capital of ICM, as announced on
16 March 2007
"ICM Management Team" Steve Wainwright, Craig Fairey, Anthony Granelli, Steve
Benns and Mike Osborne
"ICM Share Schemes" the ICM Computer Group plc Approved Executive Share
Option Scheme, the ICM Computer Group plc Unapproved
Executive Share Option Scheme and the ICM Performance
Share Plan 2006
"ICM Shareholders" holders of ICM Shares
"ICM Shares" ordinary shares of 5 pence each in the capital of ICM
"Independent ICM Directors" Graham Meek, Martin Clark and Charles Halle
"intellectual property" all patents, trademarks, trade names, service marks,
copyrights, designs, databases and any applications
therefore, schematics, technology, knowhow, computer
software, programs or applications (in both source code
and object code form), and tangible or intangible
proprietary information or material
"Legal & General" Legal and General Investment Management Limited
"legal proceedings" actions, suits, proceedings, investigations, references
or enquiries
"Listing Rules" the listing rules made by the FSA under Part VI of FSMA
"London Stock Exchange" London Stock Exchange plc
"Mix and Match Facility" the facility under which an ICM Shareholder (other than
certain Overseas Shareholders) may, subject to equal
and opposite elections by other ICM Shareholders, elect
to receive more cash or more New Phoenix Shares in
respect of his ICM Shares than he would receive absent
such an election
"Netstore" Netstore plc
"New Phoenix Shares" the new Phoenix Shares to be issued, credited as fully
paid, in connection with the Offer
"Offer" the offer to be made by Phoenix to acquire all of the
issued and to be issued ICM Shares on the terms and
subject to the conditions to be set out in the Offer
Document and, in the case of ICM Shares held in
certificated form, the Form of Acceptance and, where
the context so requires, any subsequent revision,
variation, extension or renewal thereof
"Offer Document" the document to be sent to ICM Shareholders which will
contain the Offer
"Official List" the Official List maintained by the FSA
"Overseas Shareholders" ICM Shareholders who are resident in, ordinarily
resident in, or citizens of, jurisdictions other than
the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Partner" a company which has an agreement with Phoenix under
which Phoenix supplies services, which complement those
of the company, to the clients of the company
"Phoenix" Phoenix IT Group plc
"Phoenix Board" the board of directors of Phoenix
"Phoenix Directors" the directors of Phoenix and "Phoenix Director" means
any one of them
"Phoenix Extraordinary General Meeting" the extraordinary general meeting of Phoenix to be held
or "Phoenix EGM" to consider and, if thought fit, to approve the
Acquisition and any adjournment of such meeting
"Phoenix Group" Phoenix, its subsidiaries and subsidiary undertakings
and "member of the Phoenix Group" shall be construed
accordingly
"Phoenix Shareholder Circular" the circular to be sent to Phoenix Shareholders to
approve, among other matters, the Acquisition and
containing the notice convening the Phoenix EGM
"Phoenix Shareholders" the holders of Phoenix Shares
"Phoenix Shares" ordinary shares of 1 penny each in the capital of
Phoenix
"Prospectus" the prospectus or the document containing information
which is regarded by the FSA as being equivalent to
that of a prospectus for the purposes of sub-sections
1.2.2(2) and 1.2.3(3) of the Prospectus Rules (as the
case may be) to be produced relating to Phoenix and the
New Phoenix Shares
"Prospectus Rules" the Prospectus Rules issued by the FSA and brought into
effect on 1 July 2005 pursuant to Commission Regulation
(EC) No.809/2004
"Regulatory Information Service" any of the services set out in Appendix 3 to the
Listing Rules
"relevant asset" land, property or other asset now or previously owned,
occupied or made use of by any past or present member
of the Wider ICM Group
"Relevant Authority" any government, government department or governmental,
quasi-governmental, supranatural, statutory or
regulatory body, agency or authority, or any court,
tribunal, institution, investigative body, association,
trade agency or professional or environmental body or
(without prejudice to the generality of the foregoing)
any other person or body, in each case in any
jurisdiction
"Relevant Authorisation" an authorisation, order, grant, recognition,
confirmation, determination, consent, licence,
clearance, permission, allowance or approval
"Relevant Instrument" any agreement, arrangement, licence, permit, lease or
other instrument or obligation to which any member of
the Wider ICM Group is a party or by or to which any
member or any of its assets is or may be bound,
entitled or subject
"Revised ICM Management Offer" the revised offer made by Fawkes to acquire the entire
issued and to be issued share capital of ICM, as
announced on 27 March 2006
"Securities Act" the United States Securities Act 1933, as amended
"SEDOL" the London Stock Exchange Daily Official List
"Servo" Servo Computer Services Limited
"SMEs" smaller and medium-sized enterprises
"substantial interest" in relation to an undertaking, an interest, direct or
indirect, in 20 per cent. or more of the voting rights
exercisable in relation to the undertaking or in the
capital of any class of capital of such undertaking
"third party" person, firm, company or body
"UBS" or "UBS Investment Bank" UBS Limited
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern
Ireland
"uncertificated" or "in uncertificated in respect of a share or other security, where that
form" share or other security is recorded on the relevant
register of the share or security concerned as being
held in uncertificated form, in CREST and title to
which may be transferred by means of CREST
"US" or "United States" the United States of America, its territories and
possessions, any state of the United States of America
and the District of Columbia and all other areas
subject to its jurisdiction
"US person" as defined in Regulation 5 under the Securities Act
"Wider ICM Group" together, ICM and all of its subsidiary undertakings,
associated undertakings and any other undertakings in
which ICM and such undertakings (aggregating their
interests) have a substantial interest and "member of
the Wider ICM Group" shall be construed accordingly
"Wider Phoenix Group" together, Phoenix and all of its subsidiary
undertakings, associated undertakings and any other
undertakings in which Phoenix and such undertakings
(aggregating their interests) have a substantial
interest and "member of the Wider Phoenix Group" shall
be construed accordingly
In this document:
* the expressions "associated undertaking", "
subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given
by the Companies Act (but, for this purpose, ignoring paragraph 20(1)(b) of
Schedule 4A to the Companies Act); and
* references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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