Phoenix IT Group PLC Scheme of arrangement (5257S)

TIDMPNX

RNS Number : 5257S

Phoenix IT Group PLC

08 July 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

08 July 2015

RECOMMENDED CASH OFFER

for

PHOENIX IT GROUP PLC

DAISY INTERMEDIATE HOLDINGS LIMITED

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act

Court sanction of the Scheme of Arrangement

The Board of Phoenix is pleased to announce that the Scheme of Arrangement under Part 26 of the Companies Act 2006 in order to effect the recommended cash offer by Daisy and Toscafund for the entire issued and to be issued share capital of Phoenix not already owned, or agreed to be acquired by Daisy, was today sanctioned by the Court. Following an application by Phoenix to the London Stock Exchange, it is expected that trading in Phoenix Shares will be suspended with effect from 5.00 p.m. on 09 July 2015.

Upon the Scheme becoming effective, which is expected to be 16 July 2015, holders of Scheme Shares on the Phoenix register of members at 6.00 p.m. at 09 July 2015 will be entitled to receive 160 pence in cash for each Scheme Share held (the "Consideration").

Settlement of the Consideration due to Scheme Shareholders pursuant to the Scheme is expected to occur within 14 days of the Effective Date.

All references to time in this announcement are to London time. Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Scheme Document.

Enquiries:

 
Goldman Sachs International (Financial Adviser  Tel: +44(0) 20 7774 
 to Daisy)                                       1000 
 Anthony Gutman 
 Nicholas van den Arend 
 Chris Emmerson 
Redleaf (media enquiries for Daisy)             Tel: +44 (0) 20 7382 
 Emma Kane                                       4730 
 Rebecca Sanders-Hewitt 
Phoenix IT Group                                Tel: +44 (0) 8448 630 
 Peter Bertram, Non-Executive Chairman           000 
 Steve Vaughan, Chief Executive Officer 
 Jane Aikman, Chief Operating Officer & Chief 
 Financial Officer 
Investec Bank plc (Rule 3 Financial Adviser     Tel: +44 (0) 20 7597 
 and Corporate Broker to Phoenix)                5970 
 Andrew Pinder 
 Patrick Robb 
 Sebastian Lawrence 
FTI Consulting (PR Adviser to Phoenix)          Tel: +44 (0) 20 3727 
 Matt Dixon                                      1000 
 James Melville-Ross

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority is acting as financial adviser exclusively for Daisy and no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Daisy for providing the protections afforded to clients of Goldman Sachs International, nor for providing advice in relation to any matter referred to in this announcement.

Investec Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Phoenix and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Phoenix for providing the protections afforded to clients of Investec Bank plc nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

IMPORTANT NOTES

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of any offer to sell or purchase any securities or the solicitation of any offer to otherwise acquire, subscribe for, sell or otherwise dispose of any security pursuant to the Offer or otherwise. The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The receipt of cash pursuant to the Scheme by Scheme Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each Scheme Shareholder is urged to consult their independent professional adviser regarding the tax consequences of voting in favour of the Scheme at the Court Meeting and/or the General Meeting.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Notice to US investors

The Offer relates to shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Offer is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Daisy were to elect to implement the Offer by means of takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover offer would be made in the United States by Daisy and no one else. In addition to any such takeover offer, Daisy, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or certain arrangements to purchase shares in Phoenix outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act.

The Offer is made for securities in an English company and Scheme Shareholders in the United States should be aware that this announcement, the Scheme Document and any other documents relating to the Offer have been, or will be, prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. All financial information that may be included in the Scheme Document or any other documents relating to the Offer, have been, or will be, prepared in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

Both Phoenix and Daisy are English companies. All of the assets of Phoenix and Daisy are located outside of the United States. As a result, it may not be possible for Scheme Shareholders in the United States to effect service of process within the United States upon Phoenix or Daisy or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Phoenix or Daisy or their respective officers or directors in a non-US court for violations of the US securities laws. There is also a substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws.

Cautionary note regarding forward-looking statements

This announcement contains certain forward-looking statements. These statements are based on the current expectations of Daisy and/or Phoenix (as the case may be) and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may include statements about the expected effects on Daisy and/or Phoenix of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this announcement other than historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "budget", "schedule", "forecast", "project", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", "subject to", or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause

actual results, outcomes and developments to differ materially from those expressed in or implied by such forward-looking statements and such statements are therefore qualified in their entirety by the risks and uncertainties surrounding these future expectations. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely, such as, but not limited to, general business and market conditions both globally and locally, political, economic and regulatory forces, industry trends and competition, future exchange and interest rates, changes in government and regulation including in relation to health and safety, the environment, labour relations and tax rates and future business combinations or dispositions. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, neither Daisy or Phoenix can give any assurance, representation or guarantee that such expectations will prove to have been correct and such forward-looking statements should be construed in light of such factors and you are therefore cautioned not to place reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Daisy or Phoenix assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Purchases outside the Offer

Daisy or its nominees or brokers (acting as agents) may purchase Phoenix Shares otherwise than under the Offer, such as in the open market or through privately negotiated purchases. Such purchases shall comply with the Code and the rules of the London Stock Exchange.

Publication on websites

A copy of this announcement and other documents in connection with the Offer will be available free of charge for inspection on Daisy's website at www.daisygroup.com, on Phoenix's website at www.phoenix.co.uk/about/investor-relations and on Toscafund's website at www.toscafund.com. The contents of those websites are not incorporated into, and do not form part of, this announcement.

Requesting hard copy documents

In accordance with Rule 30.2 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Offer should be in hard copy form. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested from Equiniti Limited on 0871 384 2709 (international callers: +44 121 415 7047). Calls to this number cost 8p per minute plus network extras, other providers' costs may vary. Lines open 8.30 am to 5.30 pm, Monday to Friday.

Information relating to Phoenix Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Phoenix Shareholders, persons with information rights and other relevant persons for the receipt of communications from Phoenix may be provided to Daisy during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

This information is provided by RNS

The company news service from the London Stock Exchange

END

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