Offer Declared Unconditional in all Respects
20 1월 2009 - 3:20AM
UK Regulatory
TIDMABU
RNS Number : 9058L
Electron House (Overseas) Limited
19 January 2009
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
19 January 2009
Recommended Cash Offer
by
Electron House (Overseas) Limited,
a wholly-owned subsidiary of Avnet, Inc.
for
Abacus Group plc
Offer Declared Unconditional in all Respects
Summary
The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited
(Electron) announce Electron's Offer for Abacus Group plc (Abacus) has been
declared unconditional in all respects.
Offer update
Avnet and Electron are pleased to announce that the European Commission has
unconditionally cleared the proposed acquisition of Abacus by Electron.
All of the conditions to the Offer as set out in the Offer Document dated 7
November 2008 have now been satisfied or waived and, accordingly, the Offer is
declared unconditional in all respects.
As at 3:00 p.m. on 19 January 2009, valid acceptances of the Offer had been
received in respect of 70,394,806 Abacus Shares, representing approximately 95.7
per cent. of Abacus's issued ordinary share capital.
Prior to the announcement of the Offer on 10 October 2008, Avnet had received
irrevocable undertakings from the Abacus Directors as well as undertakings from
certain other Abacus Shareholders in respect of, in aggregate, 22,240,559 Abacus
Shares, representing approximately 30.2 per cent. of Abacus's issued ordinary
share capital. Acceptances in respect of all of these Abacus Shares have been
received pursuant to these undertakings and are included in the total number of
valid acceptances referred to above.
The Offer, which remains subject to the terms set out in the Offer Document,
will remain open for acceptance until further notice.
Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in
CREST), should complete, sign and return the Form of Acceptance in accordance
with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as
possible.
Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in
CREST), should comply with the procedure for acceptance set out in paragraph 16
(c) of Part II of the Offer Document as soon as possible.
Settlement of the consideration due under the Offer in respect of valid
acceptances which
have been received by today will be despatched within 14 days and, in the case
of valid
acceptances received after today, within 14 days of the receipt of such
acceptances,
valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of trading
Electron intends to exercise its rights pursuant to the provisions of Chapter 3
of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining
Abacus Shares in respect of which acceptances have not been received on the same
terms as the Offer.
Electron also intends, as soon as it is practicable to do so, to procure that
Abacus applies for the cancellation of admission to trading of the Abacus Shares
on the London Stock Exchange and for Abacus's listing on the Official List of
the UK Listing Authority to be cancelled. It is anticipated that the
cancellation of listing and trading will take effect no earlier than 20 business
days from today.
Disclosures
Prior to 18 September 2008 (the commencement of the Offer Period for Abacus
under the Code), neither Electron nor any person acting in concert with Electron
held any Abacus Shares or other securities of Abacus.
Save as set out above neither Electron nor any person acting in concert with
Electron has acquired or agreed to acquire any Abacus Shares or other securities
of Abacus during the Offer Period.
Definitions used in the Offer Document dated 7 November 2008 have the same
meanings when used in this announcement, unless the context requires otherwise.
Enquiries
+------------------------------------------------+-------+-------------------+
| AVNET, INC. | | Telephone: |
+------------------------------------------------+-------+-------------------+
| Vincent Keenan, Vice President and Director, | US | +1 480 643 7053 |
| Investor Relations | | |
+------------------------------------------------+-------+-------------------+
| Georg Steinberger, Vice President, | GER | +49 81 2177 4203 |
| Communications | | |
+------------------------------------------------+-------+-------------------+
+------------------------------------------------+-------+------------------+
| BANC OF AMERICA SECURITIES | | Telephone: |
+------------------------------------------------+-------+------------------+
| (Financial adviser to Avnet and Electron) | | |
+------------------------------------------------+-------+------------------+
| Derek Shakespeare, Managing Director - | UK | +44 20 7174 4800 |
| European M&A | | |
+------------------------------------------------+-------+------------------+
| Georg Schloendorff, Managing Director - | US | +1 646 855 0902 |
| Technology M&A | | |
+------------------------------------------------+-------+------------------+
| Hugh Moran, Associate - European M&A | UK | +44 20 7174 4411 |
+------------------------------------------------+-------+------------------+
+------------------------------------------------+-------+-----------------+
| ABACUS GROUP PLC | | Telephone: |
+------------------------------------------------+-------+-----------------+
| Martin Kent, Chief Executive Officer | UK | +44 16 3536 222 |
+------------------------------------------------+-------+-----------------+
| Peter Allen, Chief Financial Officer | UK | +44 16 3536 222 |
+------------------------------------------------+-------+-----------------+
+------------------------------------------------+-------+------------------+
| HSBC | | Telephone: |
+------------------------------------------------+-------+------------------+
| (Financial adviser and corporate broker to | | |
| Abacus) | | |
+------------------------------------------------+-------+------------------+
| Nic Hellyer, Managing Director | UK | +44 20 7992 1683 |
+------------------------------------------------+-------+------------------+
+------------------------------------------------+-------+------------------+
| BUCHANAN COMMUNICATIONS | | Telephone: |
+------------------------------------------------+-------+------------------+
| (PR adviser to Abacus) | | |
+------------------------------------------------+-------+------------------+
| Tim Anderson | UK | +44 20 7466 5000 |
+------------------------------------------------+-------+------------------+
| Mary-Jane Johnson | UK | +44 20 7466 5000 |
+------------------------------------------------+-------+------------------+
This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute or form any part of an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Offer or otherwise. The Offer has been made
solely by means of the Offer Document which contains the full terms and
conditions of the Offer. Any response to the Offer should be made only on the
basis of information contained in the Offer Document. Abacus Shareholders are
advised to read the formal documentation in relation to the Offer carefully.
The directors of Avnet and Electron accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of Avnet and Electron (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.
Banc of America Securities, which is regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Avnet and Electron in
connection with the Offer and for no-one else and will not be responsible to
anyone other than Avnet and Electron for providing the protections afforded to
clients of Banc of America Securities or for providing advice in relation to the
Offer or any other matters referred to in this announcement.
HSBC, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Abacus in connection with the Offer and for
no-one else and will not be responsible to anyone other than Abacus for
providing the protections afforded to clients of HSBC or for providing advice in
relation to the Offer or any other matters referred to in this announcement.
Overseas Jurisdictions
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. Any persons who are
subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements of that
jurisdiction. The release, publication or distribution of this document in
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other than
the United Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable requirements may
constitute a violation of the securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into any jurisdiction
if to do so would constitute a violation of the relevant laws in such
jurisdiction. Copies of this document, the Offer Document and the Form of
Acceptance and any accompanying document are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction if to do so would constitute a violation of the
relevant laws in such jurisdiction and persons receiving this document, the
Offer Document or the Form of Acceptance (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the
Offer.
Further details in relation to overseas shareholders are contained in the Offer
Document.
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 Abacus, all "dealings" in any "relevant securities" of
Abacus (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. (London time) on the London 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 Abacus,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Abacus by Avnet or Abacus, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London 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, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPCKCKDFBKDQDD
Abacus (LSE:ABU)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Abacus (LSE:ABU)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024
