RNS Number:5309V
Phoenix IT Group PLC
25 April 2007
FOR IMMEDIATE RELEASE
25 April 2007
Not for release, publication or distribution in or into or from the United
States, Australia, Canada, Japan, South Africa or New Zealand
Increased 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 an increased cash and
share offer for the entire issued and to be issued share capital of ICM which
has the support of ICM Shareholders representing approximately 62.1 per cent.
of the existing issued ordinary share capital of ICM, further details of which
are set out in paragraph 5 of, and Appendix II to, this announcement.
Based on the Closing Price of 336.75 pence per Phoenix Share on 24 April 2007,
being the last Business Day prior to this announcement, the Increased Offer
values each ICM Share at 505 pence and the existing issued ordinary share
capital of ICM at approximately #107.8 million.
The consideration represents a premium of approximately:
* 86.3 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; and
* 3.5 per cent. to the Closing Price of 487.75 pence per ICM Share on
24 April 2007, being the last Business Day prior to this announcement.
2. The Increased Offer
The Increased Offer, which will be subject to the conditions and further terms
set out in Appendix I to the Original Announcement (save as set out in 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 286.1 pence in cash and 0.65 of a
New Phoenix Share
Assuming acceptance in full of the Increased Offer, Existing Phoenix
Shareholders will hold approximately 81.3 per cent. and ICM Shareholders will
hold approximately 18.7 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).
It is intended that the acceptance condition applicable to the Increased Offer,
being the condition set out in paragraph 1 of Appendix I to the Original
Announcement, be replaced with the following revised acceptance condition:
"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
such number of ICM Shares which together with ICM Shares acquired or agreed to
be acquired (whether pursuant to the Increased Offer or otherwise), directly or
indirectly, will result in Phoenix holding ICM Shares carrying, in aggregate,
over 75 per cent. of the voting rights then exercisable at general meetings of
ICM (or 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
Increased Offer or 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 Increased 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, ICM Shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they will carry on
issue."
Phoenix will take into account a number of factors in deciding whether to waive
down the 75 per cent. acceptance condition. These factors would include
(without limitation) the level of support from ICM Shareholders for the
respective offers.
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. However, the total number of New Phoenix Shares
to be issued and the maximum aggregate amount of cash to be paid under the
Increased Offer will not be varied as a result of elections under the Mix and
Match Facility. Accordingly, satisfaction of elections made by accepting ICM
Shareholders under the Mix and Match Facility will depend on the extent to which
other accepting ICM Shareholders make offsetting elections. Satisfaction of
elections under the Mix and Match Facility will be effected on the basis of
336.75 pence in cash (being the Closing Price per Phoenix Share on 24 April
2007, being the last Business Day prior to this announcement) for each New
Phoenix Share (and vice versa). To the extent that elections cannot be satisfied
in full, they will be scaled down on a pro rata basis.
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 Increased Offer.
However, under the terms of an irrevocable undertaking to accept the Increased
Offer, Artemis has undertaken to elect under the Mix and Match Facility to
receive New Phoenix Shares in respect of its entire holding of 2,375,617 ICM
Shares representing approximately 11.1 per cent. of the existing issued ordinary
share capital of ICM. As a result of this undertaking, ICM Shareholders who
elect to receive additional cash under the Mix and Match Facility will receive a
minimum of 321.9 pence in cash per ICM Share, and in which case such ICM
Shareholders will also receive 0.544 of a New Phoenix Share per ICM Share.
Further details of Artemis' irrevocable undertaking are set out in paragraph 5
of, and in Appendix II to, this announcement.
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 Increased Offer
(a) Background to the Increased 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 also recommended. This offer was 433 pence per ICM
share.
On 28 March 2007 Phoenix announced its Offer of 230 pence in cash and 0.6176 of
a Phoenix Share for each ICM Share. At the time, this offer valued each ICM
Share at 441.5p. As disclosed in the Original Offer Announcement, Phoenix had
support from ICM Shareholders holding approximately 47 per cent. of the ICM
Shares.
On 18 April 2007, Fawkes announced the Final ICM Management Offer which the
Independent ICM Directors recommended. This offer was 490 pence per ICM Share.
Phoenix is today announcing the Increased Offer which values each ICM Share at
505 pence and seeks the recommendation of the Independent ICM Directors for the
Increased Offer.
(b) Reasons for the Offer
The Phoenix Directors believe that:
* the Increased Offer will allow investors 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 Increased Offer represents a 86.3 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 subject to the elections of other ICM Shareholders;
and
* ICM Shareholders have indicated strong support for the Increased Offer,
with Phoenix having received irrevocable undertakings, or non-binding
letters of intent, to accept the Increased Offer, or to use best
endeavours to procure that others accept the Increased Offer, in respect
of 13,256,740 ICM Shares, representing approximately 62.1 per cent. of
the existing issued ordinary share capital of ICM as at the date of
this announcement.
(c) The Enlarged Group
The Phoenix Directors 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 and integration of the two businesses will provide, 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.
The Phoenix Directors have significant experience in growing the business both
organically and through acquisition. Since 2004, Phoenix has acquired and
successfully integrated Trend, NDR and Servo, resulting in each case in a
strengthened group better positioned to service its customers. In the case of
ICM, 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.
The Phoenix Directors believe that the combined services offering of the
Enlarged Group will further enhance Phoenix's position as a provider of IT
support services. This should allow the Enlarged Group to better cater for its
customers and potential customers, from SMEs to large, blue chip organisations.
In particular, customers should benefit from the support of a larger, better
resourced group; the wider range of services that will be available; and the
broader expertise that will sit within the Enlarged Group. As a result, the
Enlarged Group should also be better equipped to succeed in the IT support and
disaster recovery services market.
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, Herald, Scottish Widows Investment Partnership Limited ("SWIP"), and
Barry Roberts (holding, respectively, 2,375,617 ICM Shares, 1,280,000 ICM
Shares, 2,066,035 ICM Shares and 1,826,000 ICM Shares amounting, in aggregate,
to 7,547,652 ICM Shares, representing approximately 35.3 per cent. of the
existing issued ordinary share capital of ICM as at the date of this
announcement) have irrevocably undertaken to accept the Increased 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 Increased Offer.
In addition, Phoenix has received non-binding letters of intent to accept the
Offer from Legal & General, M & G Investment Management Limited and Henderson
Global Investors (holding, respectively, 1,182,883 ICM Shares, 1,150,000 ICM
Shares and 1,345,183 ICM Shares amounting, in aggregate, to 3,678,066 ICM
Shares, representing approximately 17.2 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 Increased Offer, or to use best endeavours to
procure that others accept the Increased Offer, in respect of, in aggregate,
13,256,740 ICM Shares, representing approximately 62.1 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 and the
particular condition attaching to the Artemis irrevocable undertaking, are set
out in Appendix II 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 Acquisition 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 Increased Offer and to grant the requisite allotment authority.
The Increased Offer will be conditional on, among other things, the requisite
resolutions being passed by the Phoenix Shareholders at the Phoenix
Extraordinary General Meeting. The Increased Offer is subject to the conditions
set out in Appendix I to the Original Announcement (save as set out in 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. 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
Increased Offer becomes or is declared wholly unconditional.
Following the Increased Offer becoming or being declared wholly unconditional,
the existing employment rights, including pension rights, of all employees of
the ICM Group will be safeguarded.
8. Dividend policy
Following the Increased 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 ended 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 ended 31 March 2007 or after the date of this
announcement.
9. 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 ended 31 March 2007 or any other dividend
declared, paid or made by Phoenix in respect of Phoenix's financial year ended
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
Increased 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.
10. ICM Share Schemes
The Increased 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 Increased Offer closes (or such earlier date as Phoenix may, subject
to the Code, decide, not being earlier than the date on which the Increased
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 Increased Offer
becomes or is declared wholly unconditional, appropriate proposals will be made
by Phoenix to participants in the ICM Share Schemes.
11. 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.
12. Financing the Increased Offer
The cash element of the Increased 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 Increased Offer under the terms of the Increased
Offer.
13. General
The Offer Document and the Prospectus will be posted to ICM Shareholders as soon
as practicable.
The Increased Offer will comply with English law and the Code.
The Increased Offer is subject to the conditions and further terms set out in
Appendix I to the Original Announcement (save as referred to in 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.
Terms used but not defined in this announcement shall have the meanings given to
them in the Original Announcement.
The current issued share capital of Phoenix comprises 60,272,485 ordinary shares
of 1 penny each (ISIN number GB00B0315W65).
This announcement does not constitute an offer or an invitation to purchase any
securities.
Appendix I to this announcement sets out the sources and bases of certain
information contained in this announcement.
Appendix II to this announcement contains details of irrevocable undertakings,
or non-binding letters of intent, to accept the Increased Offer, or to use best
endeavours to procure that others accept the Increased Offer, received by
Phoenix.
Appendix III contains definitions of the terms used in this announcement. Terms
used but not defined in this announcement shall have the meanings given to them
in the Original Announcement.
PRESS ENQUIRIES
For further information, please contact:
Phoenix
Nick Robinson 01604 669597
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
(A)
UBS is acting exclusively for Phoenix in connection with the Increased Offer and
will neither be responsible to any person other than Phoenix for providing the
protections afforded to customers of UBS nor for providing advice in relation to
the Increased 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 Increased
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 Increased 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 Increased 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 Increased 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 their 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 Increased 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
Sources and bases of certain information
(i) The value placed by the Increased Offer on the existing issued ordinary
share capital of ICM is based on 21,351,559 ICM Shares in issue on
24 April 2007, being the last Business Day prior to this announcement.
(ii) The Closing Prices of a Phoenix Share and an ICM Share on 24 April 2007,
being the last Business Day prior to this announcement, are taken from
the Official List.
APPENDIX II
Irrevocable undertakings and letters of intent
Phoenix has received the following irrevocable undertakings to accept the
Increased Offer:
Name Number of ICM Shares Percentage of existing issued
ordinary share capital of ICM
Artemis Investment Management Limited 2,375,617 11.1
SWIP 2,066,035 9.7
F&C Management Limited 2,031,022 9.5
Barry Roberts 1,826,000 8.6
Herald Investment Management Limited 1,280,000 6.0
Total 9,578,674 44.9
Each of the above irrevocable undertakings will cease to be binding in the event
that (i) the Increased 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 Increased
Offer closes, lapses or is withdrawn if the value of the consideration, in the
opinion of UBS, represents, in respect of the irrevocable undertaking given by F
&C Management Limited an increase of more than 15 per cent. to the value of the
consideration being offered under the Increased Offer and, in respect of the
other irrevocable undertakings an increase of more than 10 per cent. to the
value of the consideration being offered under the Increased Offer ("Higher
Third Party Offer").
In the event that Artemis accepts a Higher Third Party Offer and such offer is
subsequently withdrawn or lapses, or the Increased Offer becomes or is declared
unconditional as to acceptances, then Artemis shall within 5 days of the
Increased Offer becoming or being declared unconditional as to acceptances,
accept the Increased Offer in respect of its entire holding of ICM Shares.
Artemis has also undertaken to elect under the Mix and Match Facility to receive
New Phoenix Shares in respect of its entire holding of ICM Shares (including in
the circumstances described in this paragraph).
Phoenix has received the following non-binding letters of intent to accept the
Increased 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 Limited 1,182,883 5.5
M & G Investment Management Limited 1,150,000 5.4
Total 3,678,066 17.2
APPENDIX III
Definitions
For the purposes of this announcement, the following expressions have the
following meaning:
"Final ICM Management Offer" the final offer made by Fawkes to acquire the entire
issued and to be issued share capital of ICM, as
announced on 18 April 2007
"Increased Offer" the increased offer referred to in this announcement 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
"Original Announcement" the announcement made by Phoenix on 28 March setting
out the Original Offer
"Original Offer" the original cash and share offer of 230 pence in cash
and 0.6176 of a New Phoenix Share per ICM Share
Terms used but not defined in this announcement shall have the meanings given to
them in the Original Announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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