Re: Irrevocable Undertaking
March 28 2007 - 2:11PM
UK Regulatory
RNS Number:9428T
Phoenix IT Group PLC
28 March 2007
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
Phoenix IT Group plc ("Phoenix" or the "Company")
Irrevocable undertaking in relation to Phoenix's Offer for ICM Computer Group
plc ("ICM")
Further to Phoenix's earlier announcement (the "Offer Announcement"), Phoenix is
pleased to announce that Barry Roberts, holding 1,826,000 ICM Shares
(representing 8.6% of the existing issued ordinary share capital of ICM), has
irrevocably undertaken to accept the Offer. As a result, Phoenix has therefore
now received irrevocable undertakings to accept the Offer, or to use best
endeavours to procure that others accept the Offer, in respect of, in aggregate,
7,512,639 ICM Shares, representing approximately 35.2 per cent. of the existing
issued ordinary share capital of ICM as at the date of this announcement.
Excluding the non-binding letter of intent to accept the Offer which had
previously been received from Barry Roberts and which is no longer effective
following receipt of the above undertaking, Phoenix has non-binding letters of
intent to accept the Offer in relation to 2,528,066 ICM Shares, representing
approximately 11.8 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.
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event that (i) the Offer lapses or is withdrawn or (ii) if a person other than a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closes, lapses or is withdrawn if the value of the consideration represents an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.
Terms used in this announcement shall, unless the context requires otherwise,
have the meanings given to them in the Offer Announcement.
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
The Phoenix Directors accept responsibility for the information contained in
this announcement. 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 is in accordance with the facts
and does not omit anything likely to affect the import of such information.
UBS Limited 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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