ICM Computer Group PLC
16 March 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO.
For immediate release 16 March 2007
Recommended Cash Offer
by
Fawkes Limited
for the whole of the issued and to be issued ordinary share capital of
ICM Computer Group plc
Summary
The Independent Directors of ICM, a leading UK provider of business availability
services, and the Board of Fawkes are pleased to announce that they have reached
agreement on the terms of a recommended cash offer for the entire issued and to
be issued share capital of ICM.
The Offer will be made on the basis of 401.5 pence in cash for each ICM Share
and values the entire existing issued share capital of ICM at approximately
£85.7 million. The Offer Price represents:
• a premium of approximately 48.2 per cent. to 271.0 pence, the Closing
Price for ICM Shares on 12 October 2006, the last Business Day prior to the
commencement of the Offer Period;
• a premium of approximately 36.2 per cent. to 294.8 pence, the average
Closing Price for ICM Shares over the twelve months prior to the
commencement of the Offer Period;
• a premium of approximately 4.0 per cent. to 386.0 pence, the Closing
Price for ICM Shares on 15 March 2007, being the last Business Day prior to
the date of this announcement; and
• a multiple of approximately 26.8x 2006 diluted earnings per share.
There will also be a Loan Note Alternative under which ICM Shareholders (other
than those in a Loan Note Restricted Jurisdiction) will be able to elect to
receive all or part of the cash consideration to which they would otherwise be
entitled under the terms of the basic Offer in the form of Loan Notes.
In addition, ICM Shareholders who are on the register of ICM Shareholders 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.
Fawkes is a company established specifically for the purposes of making the
Offer. Following the Offer being declared or becoming wholly unconditional,
Fawkes will ultimately be owned by funds managed by Gresham and Management.
The arrangements between ICM and Management require the approval of the
Independent ICM Shareholders. Such approval will be sought at the Extraordinary
General Meeting and the Offer will be conditional, amongst other things, on the
Ordinary Resolution required to approve the arrangements being duly passed.
The Independent Directors, who have been so advised by Close Brothers, consider
the terms of the Offer to be fair and reasonable. In providing advice on the
Offer to the Independent Directors, Close Brothers has taken into account the
commercial assessments of the Independent Directors.
Accordingly, the Independent Directors believe that the terms of the Offer are
in the best interests of ICM Shareholders as a whole and have unanimously agreed
to recommend that ICM Shareholders accept the Offer and that Independent ICM
Shareholders vote in favour of the Ordinary Resolution to be proposed at the
Extraordinary General Meeting.
Those Independent Directors who are interested in ICM Shares have given
irrevocable undertakings to Fawkes to accept the Offer and vote in favour of the
Ordinary Resolution to be proposed at the Extraordinary General Meeting (or, in
each case, procure that such action is taken by the relevant registered holder)
in respect of, in aggregate, 55,125 ICM Shares representing approximately 0.26
per cent. of the existing issued share capital of ICM, and, for the purposes of
the EGM, approximately 0.28 per cent. of the existing issued Independent ICM
Shares.
Management have given irrevocable undertakings to Fawkes to accept the Offer in
respect of, in aggregate, 1,891,674 ICM Shares representing approximately 8.86
per cent. of the existing issued share capital of ICM.
In addition, further irrevocable undertakings to accept the Offer and vote in
favour of the Ordinary Resolution to be proposed at the EGM have been received
by Fawkes in respect of, in aggregate, 3,663,945 ICM Shares representing
approximately 17.16 per cent. of the existing issued share capital of ICM, and,
for the purposes of the EGM approximately, 18.83 per cent. of the existing
issued Independent ICM Shares.
In addition, a letter of intent has been received in respect of 1,150,000 ICM
Shares representing approximately 5.39 per cent. of ICM's existing issued share
capital.
Accordingly, irrevocable undertakings and a letter of intent to accept the Offer
have been received by Fawkes in respect of, in aggregate, 6,760,744 ICM Shares
representing approximately 31.67 per cent. of ICM's existing issued share
capital and irrevocable undertakings to vote in favour of the Ordinary
Resolution have been received by Fawkes in respect of a total of 3,719,070 ICM
Shares representing approximately 19.11 per cent. of the existing issued
Independent ICM Shares.
Commenting on the Offer, Steve Wainwright said:
'The Offer represents a good deal for ICM Shareholders and provides continuity
to existing customers and employees. We believe that our new strategy is right
for today's marketplace and are delighted to be able to continue our strategy
with the backing of Gresham'
Commenting on the Offer, Graham Meek, Chairman of ICM, said:
'The Independent Directors are recommending this fair and reasonable cash offer
which represents a significant premium to the pre-Offer Period share price of
271p. We have been actively managing a competitive auction process over a number
of months which has generated significant value for ICM shareholders and
provides them with the certainty of cash.'
Rothschild is acting as financial adviser to Fawkes. Altium is acting as broker
to Fawkes. Close Brothers is acting as financial adviser to ICM. Investec is
acting as broker to ICM.
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement, including the appendices. Appendix I to this
announcement contains the conditions and certain terms of the Offer. Appendix II
to this announcement contains further details of the bases of calculations and
sources of information set out in this announcement. Appendix III to this
announcement contains further details of the irrevocable undertakings and a
letter of intent and Appendix IV to this announcement contains definitions of
certain expressions used in this summary and in this announcement.
Enquiries:
Fawkes 01924 422 111
Steve Wainwright
Rothschild (Financial Adviser to Fawkes) 0113 200 1900
David Forbes
David Wilton
Altium (Broker to Fawkes) 020 7484 4040
Nick Tulloch
Gresham 020 7309 5000
Mike Henebery
Citigate Dewe Rogerson (PR advisers to Fawkes) 020 7638 9571
Sarah Gestetner
Agnes Riousse
ICM 020 7655 3100
Graham Meek
Close Brothers (Financial Adviser to ICM) 020 7655 3100
Peter Alcaraz
Tim Evans
Investec (Broker to ICM) 020 7597 4000
Erik Anderson
Andrew Pinder
College Hill (PR advisers to ICM) 020 7457 2020
Adrian Duffield
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Fawkes and no
one else in relation to the Offer and will not be responsible to anyone other
than Fawkes for providing the protections afforded to clients of N M Rothschild
& Sons Limited nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Altium Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for Fawkes and no one else
in relation to the Offer and will not be responsible to anyone other than Fawkes
for providing the protections afforded to clients of Altium Capital Limited nor
for providing advice in relation to the Offer or any other matters referred to
in this announcement.
Close Brothers Corporate Finance Limited, which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting for ICM and no
one else in relation to the Offer and will not be responsible to anyone other
than ICM for providing the protections afforded to clients of Close Brothers
Corporate Finance Limited nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.
Investec Bank (UK) Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for ICM and no one else in
relation to the Offer and will not be responsible to anyone other than ICM for
providing the protections afforded to clients of Investec Bank (UK) Limited nor
for providing advice in relation to the Offer or any other matters referred to
in this announcement.
This announcement does not constitute an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities. The Offer will be made
solely by the Offer Document and, in the case of ICM Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. Any acceptance or other response in relation to the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of ICM Shares held in certificated form, the Form of
Acceptance.
Fawkes will prepare the Offer Document (which will contain the notice of the
Extraordinary General Meeting) and the Form of Acceptance which will be
distributed shortly to ICM Shareholders and, for information purposes only, to
participants in the ICM Share Option Schemes. The Offer Document and the Form of
Acceptance will, in any event, be posted within 28 days of this announcement,
unless otherwise agreed with the Panel. ICM and Fawkes urge ICM Shareholders to
read the Offer Document carefully when it becomes available because it will
contain important information relating to the Offer.
The availability of the Offer to persons 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 of those
jurisdictions.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City 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, all 'dealings' in any 'relevant securities' of ICM
(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
pm (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 ICM, 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 City Code, all 'dealings' in 'relevant
securities' of ICM by Fawkes or ICM, 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 City 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.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION
WHERE IT WOULD BE UNLAWFUL TO DO SO.
For immediate release 16 March 2007
Recommended Cash Offer
by
Fawkes Limited
for the whole of the issued and to be issued ordinary share capital of
ICM Computer Group plc
1. Introduction
The Independent Directors of ICM, a leading UK provider of business availability
services, and the Board of Fawkes are pleased to announce that they have reached
agreement on the terms of a recommended cash offer for the entire issued and to
be issued share capital of ICM.
Fawkes is a company established specifically for the purposes of making the
Offer. Following the Offer being declared or becoming wholly unconditional,
Fawkes will ultimately be owned by funds managed by Gresham and Management. In
view of the interest that Management will have in the Offer, a committee of the
Board of ICM comprising the Independent Directors has been established and it
has been the responsibility of the Independent Directors to consider the Offer
on behalf of ICM Shareholders.
2. Summary of the terms of the Offer
Under the terms of the Offer, which will be subject to the conditions set out in
Appendix I and to the full terms and conditions to be set out in the Offer
Document and, in the case of ICM Shares held in certificated form, the Form of
Acceptance, ICM Shareholders will be entitled to receive:
for each ICM Share 401.5 pence in cash
ICM Shareholders who validly accept the Offer (other than those in a Loan Note
Restricted Jurisdiction) will be able to elect to receive all or part of the
cash consideration to which they would otherwise be entitled under the terms of
the basic Offer in the form of Loan Notes to be issued by Fawkes on the
following basis:
for each £1 of cash consideration £1 nominal of Loan Notes
Further details of the Loan Note Alternative are set out in paragraph 12 of this
announcement.
The Offer values the entire existing issued share capital of ICM at
approximately £85.7 million. The Offer Price represents:
• a premium of approximately 48.2 per cent. to 271.0 pence, the Closing
Price for ICM Shares on 12 October 2006, the last Business Day prior to the
commencement of the Offer Period;
• a premium of approximately 36.2 per cent. to 294.8 pence, the average
Closing Price for ICM Shares over the twelve months prior to the
commencement of the Offer Period;
• a premium of approximately 4.0 per cent. to 386.0 pence, the Closing
Price for ICM Shares on 15 March 2007, being the last Business Day prior to
the date of this announcement; and
• a multiple of approximately 26.8x 2006 diluted earnings per share.
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.
3. Background to and reasons for the Offer
In October 2006, ICM received an unsolicited approach from Netstore plc, a
potential trade purchaser. Following receipt of further information this
proposal was subsequently rejected by the Board of ICM. However, the public
nature of the approach resulted in the Board of ICM receiving expressions of
interest from other interested parties, including Phoenix IT Group plc and
Management. Whilst remaining confident of the prospects of the business as an
independent company, the Board recognised that these expressions of interest
were at a level which merited further investigation.
Against this background the Board of ICM granted permission for Management to
explore financing for a possible management buy-out. After authorisation was
given, the committee of Independent Directors was formed in order to consider
any offer proposals that might be made for ICM. The Independent Directors have
no financial interest in Fawkes.
During the period in which Management were approaching their financial backers
and preparing the Offer, the Independent Directors and their advisers continued
discussions with Phoenix IT Group plc and also approached in excess of 20
parties (both trade and financial buyers) to establish whether shareholder value
could be enhanced by the acquisition of ICM by a third party. Thereafter
interested parties were given equal access to extensive due diligence
information and participated in meetings with the executive management of ICM.
As a result of a competitive process Fawkes has submitted an all cash proposal
which the Independent Directors believe offers a very considerable uplift in
value to ICM Shareholders. Following receipt of this proposal, Phoenix IT Group
plc has indicated that they are considering making an offer at a higher headline
value, equating to 415 pence per ICM share, consisting of 207.5 pence and 0.6176
ordinary shares in Phoenix IT Group plc.
In recommending the Offer, the Independent Directors considered the following
factors, amongst others:
• the Offer provides certainty of value;
• the Offer provides ICM Shareholders with an opportunity to realise their
investment for cash at a premium to the current share price free of
transaction costs. The Offer Price represents:
• a premium of approximately 48.2 per cent. to 271.0 pence, the Closing
Price for ICM Shares on 12 October 2006, the last Business Day prior to the
commencement of the Offer Period;
• a premium of approximately 36.2 per cent. to 294.8 pence, the average
Closing Price for ICM Shares over the twelve months prior to the
commencement of the Offer Period;
• a premium of approximately 4.0 per cent. to 386.0 pence, the Closing
Price for ICM Shares on 15 March 2007, the last Business Day prior to the
date of this announcement;
• ICM Shareholders representing, in aggregate, approximately 31.67 per
cent. of ICM's issued share capital have indicated their support for the
Offer; and
• the Offer represents a multiple of approximately 26.8x 2006 diluted
earnings per share.
4. Recommendation
The Independent Directors, who have been so advised by Close Brothers, consider
the terms of the Offer to be fair and reasonable. In providing advice on the
Offer to the Independent Directors, Close Brothers has taken into account the
commercial assessments of the Independent Directors.
Accordingly, the Independent Directors believe that the terms of the Offer are
in the best interests of ICM Shareholders as a whole and have unanimously agreed
to recommend that ICM Shareholders accept the Offer and that Independent ICM
Shareholders vote in favour of the Ordinary Resolution to be proposed at the
Extraordinary General Meeting.
5. Irrevocable undertakings and letter of intent
Those Independent Directors who are interested in ICM Shares have given
irrevocable undertakings to Fawkes to accept the Offer and vote in favour of the
Ordinary Resolution to be proposed at the Extraordinary General Meeting (or, in
each case, procure that such action is taken by the relevant registered holder)
in respect of, in aggregate, 55,125 ICM Shares representing approximately 0.26
per cent. of the existing issued share capital of ICM, and, for the purposes of
the EGM, approximately 0.28 per cent. of the existing issued Independent ICM
Shares.
Management have given irrevocable undertakings to Fawkes to accept the Offer in
respect of, in aggregate, 1,891,674 ICM Shares representing approximately 8.86
per cent. of the existing issued share capital of ICM.
In addition, further irrevocable undertakings to accept the Offer and vote in
favour of the Ordinary Resolution to be proposed at the EGM have been received
by Fawkes in respect of, in aggregate, 3,663,945 ICM Shares representing
approximately 17.16 per cent. of the existing issued share capital of ICM, and,
for the purposes of the EGM approximately, 18.83 per cent. of the existing
issued Independent ICM Shares.
In addition, a letter of intent has been received in respect of 1,150,000 ICM
Shares representing approximately 5.39 per cent. of ICM's existing issued share
capital.
Accordingly, irrevocable undertakings and a letter of intent to accept the Offer
have been received by Fawkes in respect of, in aggregate, 6,760,744 ICM Shares
representing approximately 31.67 per cent. of ICM's existing issued share
capital and irrevocable undertakings to vote in favour of the Ordinary
Resolution have been received by Fawkes in respect of a total of 3,719,070 ICM
Shares representing approximately 19.11 per cent. of the existing issued
Independent ICM Shares.
Further details of these irrevocable undertakings and the letter of intent,
including details of the circumstances when the irrevocable undertakings will
cease to be binding, are set out in Appendix III to this announcement.
6. Information on ICM
ICM is a leading UK provider of business availability services. ICM delivers
business availability through two key elements:
•Managed availability - ICM's managed availability has a range of products
aimed at increasing the operational availability of key IT systems for
mid-market and SME customers
•Business continuity - ICM's business continuity services provide
effective contingency plans to ensure that customers can keep their
businesses running and operational capability is maintained even if the
worst case scenario occurs
For the year ended 30 June 2006, ICM's consolidated annual turnover 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 gross assets of ICM were £83.7 million (2005:
£75.9 million) and net assets were £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 turnover 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 gross assets of ICM were £82.7 million
(2005: £79.8 million) and net assets were £33.2 million (2005: £30.7 million).
Trading since the interim results announcement is in line with expectations and
the Board is satisfied with the financial and trading prospects of ICM for the
current financial year.
7. Information on Fawkes Group
Fawkes is a private company limited by shares that was incorporated in England
and Wales on 6 March 2007 for the purpose of making the Offer. The directors of
Fawkes are Steve Wainwright, Craig Fairey, Anthony Granelli, Steve Benns and
Mike Osborne.
The Fawkes Group also includes Fawkes Group Limited. Fawkes Group Limited is the
immediate parent company of Fawkes.
Since their incorporation, no member of the Fawkes Group has traded or entered
into any obligations other than to the extent necessary to make and finance the
Offer. On the Offer becoming or being declared wholly unconditional, Fawkes
Group Limited will be owned by funds managed by Gresham and Management.
Further information on Fawkes and Fawkes Group Limited will be set out in the
Offer Document.
8. Information on Gresham
Gresham is a leading UK mid-market private equity specialist. It invests in UK
management buy-outs typically valued up to £100 million and focuses on the
business & support services, consumer, financial services, healthcare/
pharmaceuticals and industrial products sectors.
Gresham has offices in London, Birmingham and Manchester. These facilitate
direct access to the main centres of UK buy-out activity and provide strong
local knowledge and a network of contacts which help both in sourcing
transactions and in supporting businesses post-investment.
Gresham makes investment returns by growing businesses and its dedicated
portfolio team works closely with management teams in dealing with key
commercial and financial aspects of the business to enhance the value of an
investment.
Gresham has a successful record in the business & support services sector -
investments include 2e2 Group Limited, Busy Bees Group Limited, Swift Technical
Group Limited, office2office plc, Ansa Holdings Limited and Alstec Group
Limited. It also has successful experience of both public-to-private
transactions and flotations.
Gresham raised its most recent fund, Gresham 4, in July 2006. The fund was
over-subscribed and closed just one month after launch. Investors in Gresham 4,
from the UK, Western Europe and North America, comprise pension funds, funds of
funds, insurers and family offices.
9. Management Arrangements
Pursuant to the Investment Agreement (which is conditional upon the Offer
becoming or being declared unconditional in all respects), Management have
agreed to enter into the Exchange Agreement. Pursuant to the Exchange Agreement,
Management have agreed to exchange Loan Notes (which they intend to elect to
receive in part satisfaction of the consideration due to them in respect of the
sale of their ICM Shares) for Fawkes Group Limited A 2 Preferred Shares, Fawkes
Group Limited A 2 Shares, Fawkes Group Limited B Shares and Fawkes Group Limited
Series A 2 Loan Notes. On completion of the exchange Management will, in
aggregate, own up to approximately 28.61 per cent. of the issued ordinary share
capital of Fawkes Group Limited with the balance being owned by the Gresham
Funds. The ordinary share capital held by Management will be subject to a
downward adjustment of 2.23 per cent. of the entire issued ordinary share
capital of Fawkes Group Limited if the future return on the Gresham Funds'
investment in Fawkes Group Limited does not exceed a specific level of return.
Summaries of the key terms of the Investment Agreement and the Exchange
Agreement will be set out in the Offer Document.
Each member of the Management has entered into a service agreement (which is
conditional upon the Offer becoming or being declared unconditional in all
respects) with Fawkes Group Limited under which he will commence employment as
an executive director of Fawkes Group Limited once the Offer becomes, or is
declared, unconditional in all respects.
Summaries of the key terms of the new service agreements of the Management will
be set out in the Offer Document.
It is a condition of the Offer that the Independent ICM Shareholders approve the
Management Arrangements at the EGM and accordingly the Ordinary Resolution will
be put to the Independent ICM Shareholders at the EGM, formal notice of which
will be set out in the Offer Document.
10. Extraordinary General Meeting
Under the City Code, the arrangements between the Fawkes Group and Management,
which are summarised in paragraph 9 above, require the approval, by Ordinary
Resolution, of the Independent ICM Shareholders on a poll at an Extraordinary
General Meeting.
Accordingly, it is intended to convene the Extraordinary General Meeting,
further details of which will be included in the Offer Document. The Offer will
be conditional upon, amongst other things, the passing of the Ordinary
Resolution.
Close Brothers considers the terms of the Management Arrangements to be fair and
reasonable, so far as the Independent ICM Shareholders are concerned.
Accordingly, the Independent Directors have unanimously agreed to recommend
Independent ICM Shareholders vote in favour of the Ordinary Resolution that will
be proposed at the Extraordinary General Meeting, as they have irrevocably
undertaken to do in respect of their own beneficial holdings of, in aggregate,
55,125 ICM Shares representing approximately 0.28 per cent. of the existing
issued Independent ICM Shares.
Irrevocable undertakings to vote in favour of the Ordinary Resolution have been
received from each of those persons who provided irrevocable undertakings to
accept the Offer and who are eligible to vote on the Ordinary Resolution (as set
out in Appendix III), which, in aggregate, amount to 3,719,070 ICM Shares
representing approximately 19.11 per cent. of the existing issued Independent
ICM Shares.
11. Management and employees
Fawkes has indicated that it attaches great importance to the skills, knowledge
and experience of the management and employees of ICM who have made ICM's
business the success it is today. Fawkes has indicated that, with the exception
of the Independent Directors who have undertaken to resign from the ICM Board
upon the Offer becoming, or being declared, wholly unconditional, the Offer is
unlikely to have any adverse repercussions on ICM's employees or management and
will provide continuity of employment for staff.
Furthermore, Fawkes has indicated that it does not currently intend to change
the location of ICM's place of business or effect a material change in any
conditions of employment and has given assurances to the Independent Directors
that the existing employment rights, including pension rights, of all ICM
employees will be fully safeguarded upon the Offer becoming, or being declared,
wholly unconditional.
12. Loan Note Alternative
ICM Shareholders who validly accept the Offer (other than those ICM Shareholders
in a Loan Note Restricted Jurisdiction) will be able to elect to receive all or
part of the cash consideration to which they would otherwise be entitled under
the terms of the basic Offer in the form of Loan Notes to be issued by Fawkes on
the following basis:
for each £1 of cash consideration £1 nominal of Loan Notes
The Loan Notes will be issued by Fawkes, credited as fully paid, in amounts and
integral multiples of £1 and the balance of any entitlement that is not a whole
multiple of £1 will be disregarded and not issued. The Loan Notes will be
guaranteed as to the payment of principal and interest by Barclays Bank PLC but
will otherwise be unsecured. The Loan Notes will bear interest (from the date of
issue to the relevant holder of Loan Notes) at 0.75 per cent. below six-month
sterling LIBOR to be determined on the first Business Day of each interest
period. Interest will be payable by half-yearly instalments in arrears (less any
tax) on 30 June and 31 December in each year (the 'Interest Payment Date') or,
if such a day is not a Business Day, on the immediately preceding Business Day.
The first payment of interest will be made on 31 December 2007 (the 'First
Payment Date').
On the First Payment Date, interest will be paid in respect of the period from
(and including) the date of issue of the relevant Loan Notes to (but excluding)
the First Payment Date. The Loan Notes will be redeemable in whole or in part
for cash at par at the option of Loan Noteholders on the first Interest Payment
Date which falls more than six months after the date of issue of the relevant
Loan Notes and thereafter on any Interest Payment Date. If not previously
redeemed, the final redemption date will be 31 December 2010. Any Loan Notes
outstanding on the final redemption date will be redeemed at par (together with
any accrued interest) on that date.
Fawkes reserves the right not to offer the Loan Note Alternative where, on or
before the date on which the Offer becomes or is declared unconditional in all
respects, the aggregate nominal value of all Loan Notes to be issued as a result
of valid elections for the Loan Note Alternative is equal to or less than
£500,000. If, as a result of insufficient valid elections, the Loan Notes are
not issued, any such election shall, unless Fawkes decides otherwise, be void
and, provided the acceptance of the Offer is otherwise valid, the relevant ICM
Shareholders will be deemed to have accepted the Offer for cash. Fawkes will
have the right to redeem all of the Loan Notes if the aggregate nominal value of
outstanding Loan Notes is equal to or falls below £500,000 at any time during
their term.
The Loan Notes will not generally be transferable, and no application will be
made for them to be listed on, or dealt on, any stock exchange or other trading
facility and the Loan Notes have not been, and will not be, registered under the
US Securities Act of 1933 (as amended), or under the securities laws of any
state of the United States. The Loan Notes and the Loan Note Instrument
constituting them will be governed by and construed in accordance with English
law.
Full details of the Loan Notes and the Loan Note Alternative will be contained
in the Offer Document.
13. Financing the Offer
The consideration payable under the Offer will be financed through a combination
of bank debt and shareholder equity and debt funding. Further details of the
financing arrangements will be set out in the Offer Document.
Rothschild is satisfied that sufficient cash resources are available to Fawkes
to satisfy the consideration payable as a result of full acceptance of the
Offer.
14. Inducement fee
As an inducement to Fawkes to make the Offer, ICM has agreed to pay an
inducement fee to Fawkes of £869,205 (inclusive of any irrecoverable VAT but
exclusive of any recoverable VAT) in the event that if, following the issue of
this announcement, any of the following events occurs (and, following such event
or events, the Offer lapses or is withdrawn (whether before or after posting) in
accordance with its terms or, with the consent of the Panel, is not made):
(a) any Competing Offer is announced in accordance with Rule 2.5 of the City
Code which becomes or is declared unconditional in all respects; or
(b) ICM and/or any of its subsidiaries enters into any arrangement, agreement or
understanding other than in the ordinary course of trading to dispose of, in
aggregate, a material part of its or their assets, undertaking and/or business,
without Fawkes' prior written consent ('material part' having the same meaning
as in the definition of 'Competing Offer').
Nothing in the inducement fee arrangement obliges ICM to pay any amount which
the Panel determines would not be permitted by Rule 21.2 of the City Code.
In addition, ICM has agreed certain non-solicitation provisions.
15. Disclosure of interests in ICM
As at the date of this announcement, the interests of Management, their
immediate families, related trusts and other persons connected with them (within
the meaning of section 346 of the Companies Act) in relevant securities of ICM
were as follows:
Name Number of ICM
Shares
Steve Wainwright 193,175+
Craig Fairey 4,500 ^
Mike Osborne 80,505*
Anthony Granelli 1,571,750
Stephen Benns 41,744
+ Registered in the name of Giltspur Nominees Limited.
^ Registered in the name of James Capel (Nominees) Limited.
* 3,000 of these ICM Shares are registered in the name of Patricia Osborne,
Michael Osborne's mother, and 2,000 of these ICM Shares are registered in the
name of Shelley Osborne, Michael Osborne's wife.
As at the date of this announcement, the interests of Management, their
immediate families, related trusts and other persons connected with them (within
the meaning of section 346 of the Companies Act) in options over or awards of
ICM Shares under the ICM Share Option Schemes were as follows:
Description of ICM Number of ICM Date of grant Exercise price Normal date of
Share Option Scheme relevant (pence) exercise
securities
under option
Steve Wainwright
1998 Unapproved 80,000 21/05/1998 180.0p 12/5/2001 -
11/5/2008
1998 Approved 10,000 6/11/2001 292.5p 6/11/2004 -
5/11/2011
1998 Unapproved 100,000 8/12/2003 245.0p 8/12/2006 -
7/12/2013
1998 Unapproved 100,000 1/10/2004 295.0p 1/10/2007 -
30/9/2014
Craig Fairey
1998 Unapproved 14,000 17/7/2006 269.6p 17/7/2009 -
16/7/2016
1998 Approved 11,000 17/7/2006 269.6p 17/7/2009 -
16/7/2016
Mike Osborne
1998 Unapproved 30,000 21/05/1998 180.0p 12/5/2001 -
11/5/2008
1998 Unapproved 17,500 7/4/2006 312.5p 7/4/2009 -
6/4/2016
1998 Approved 8,000 6/11/2001 292.5p 6/11/2004 -
5/11/2011
1998 Approved 7,500 7/4/2006 312.5p 7/4/2009 -
6/4/2016
Anthony Granelli
1998 Unapproved 50,000 21/5/1998 180.0p 12/5/2001 -
11/5/2008
1998 Approved 10,000 6/11/2001 292.5p 6/11/2004 -
5/11/2011
Stephen Benns
1998 Unapproved 30,000 21/5/1998 180.0p 12/5/2001 -
11/5/2008
1998 Approved 8,000 6/11/2001 292.5p 6/11/2004 -
5/11/2011
As at the date of this announcement, Newco has no interests in the issued share
capital of ICM.
Save as disclosed in this paragraph 15, neither Fawkes nor, so far as Fawkes is
aware, any person acting in concert with Fawkes, has any interest in or any
right to subscribe for or has any short positions (whether conditional or
absolute and whether in the money or otherwise) (including any short positions
under a derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery) in or has borrowed or lent
(save for any borrowed shares which have been either on-lent or sold) any
'relevant securities' of ICM nor does any such person have any arrangement with
Fawkes or ICM or any of their respective associates in relation to 'relevant
securities' of ICM. For these purposes, 'relevant securities' means securities
of ICM which are being offered for or which carry voting rights, equity share
capital of ICM and securities of ICM carrying conversion or subscription rights
into any of the foregoing, and, 'arrangement' includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to 'relevant securities' of ICM which may be an inducement to
deal or refrain from dealing in such securities. 'Interest' includes, in
summary, any long economic exposure, whether conditional or absolute, to changes
in the price of securities and a person is 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.
16. ICM Share Option Schemes
The Offer will extend to any ICM Shares which are unconditionally allotted or
issued pursuant to the exercise of options under the ICM Share Option Schemes or
otherwise while the Offer remains open for acceptance (or such earlier date as
Fawkes may, subject to the City Code, decide).
To the extent that options under the ICM Share Option Schemes are not so
exercised or do not vest, and if the Offer becomes or is declared unconditional
in all respects, it is intended that appropriate proposals will be made to
participants in the ICM Share Option Schemes in due course.
17. Compulsory acquisition, delisting, cancellation of trading and
re-registration
If Fawkes receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more in value of ICM Shares to which the Offer relates
(and not less than 90 per cent. of the voting rights carried by ICM Shares), and
if all other conditions of the Offer have been satisfied or waived (if they are
capable of being waived), Fawkes intends to exercise its rights pursuant to the
provisions of schedule 2 to the Takeovers Directive Regulations to acquire
compulsorily any remaining ICM Shares in respect of which the Offer has not been
accepted on the same terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received and subject to any
applicable requirements of the UK Listing Authority, Fawkes intends to procure
that ICM make applications to cancel the listing of ICM Shares on the Official
List and to cancel admission to trading in ICM Shares on the London Stock
Exchange's market for listed securities. If this delisting and cancellation
occurs, it would significantly reduce the liquidity and marketability of any ICM
Shares not assented to the Offer at that time.
It is anticipated that cancellation of listing on the Official List and of
admission to trading on the London Stock Exchange's market for listed securities
will take effect no earlier than 20 Business Days after the date on which Fawkes
has, by virtue of its shareholdings and acceptances of the Offer, acquired or
agreed to acquire issued share capital carrying 75 per cent. of the voting
rights of ICM (in accordance with Listing Rule 5.2). Fawkes will notify ICM
Shareholders when the required 75 per cent. has been attained and confirm that
the notice period has commenced and the anticipated date of cancellation.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects and after the delisting and cancellation referred
to above becoming effective, ICM will be re-registered as a private company
under the relevant provisions of the Companies Act.
18. General
It is intended that the Offer Document and the Form of Acceptance will be posted
to ICM Shareholders and, for information only, to participants in the ICM Share
Option Schemes (other than, in each case, certain Overseas Shareholders)
shortly. Such documents will be in any event be posted within 28 days of the
date of this announcement, unless otherwise agreed with the Panel.
The Offer and acceptances thereof will be governed by English Law. The Offer
will be subject to the applicable requirements of the City Code, the Panel, the
London Stock Exchange and the UK Listing Authority and other legal and
regulatory requirements.
The Offer will be subject to the conditions set out in Appendix I of this
announcement and to the full terms and conditions to be set out in the Offer
Document and Form of Acceptance.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix II to this announcement. Certain terms used
in this announcement are defined in Appendix IV to this announcement.
Enquiries:
Fawkes 01924 422 111
Steve Wainwright
Rothschild (Financial Adviser to Fawkes) 0113 200 1900
David Forbes
David Wilton
Altium (Broker to Fawkes) 020 7484 4040
Nick Tulloch
Gresham 020 7309 5000
Mike Henebery
Citigate Dewe Rogerson (PR advisers to Fawkes) 020 7638 9571
Sarah Gestetner
Agnes Riousse
ICM 020 7655 3100
Graham Meek
Close Brothers (Financial Adviser to ICM) 020 7655 3100
Peter Alcaraz
Tim Evans
Investec (Broker to ICM) 020 7597 4000
Erik Anderson
Andrew Pinder
College Hill (PR advisers to ICM) 020 7457 2020
Adrian Duffield
N M Rothschild & Sons Limited, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for Fawkes and no
one else in relation to the Offer and will not be responsible to anyone other
than Fawkes for providing the protections afforded to clients of N M Rothschild
& Sons Limited nor for providing advice in relation to the Offer or any other
matters referred to in this announcement.
Altium Capital Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for Fawkes and no one else
in relation to the Offer and will not be responsible to anyone other than Fawkes
for providing the protections afforded to clients of Altium Capital Limited nor
for providing advice in relation to the Offer or any other matters referred to
in this announcement.
Close Brothers Corporate Finance Limited, which is authorised and regulated by
the Financial Services Authority in the United Kingdom, is acting for ICM and no
one else in relation to the Offer and will not be responsible to anyone other
than ICM for providing the protections afforded to clients of Close Brothers
Corporate Finance Limited nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.
Investec Bank (UK) Limited, which is authorised and regulated by the Financial
Services Authority in the United Kingdom, is acting for ICM and no one else in
relation to the Offer and will not be responsible to anyone other than ICM for
providing the protections afforded to clients of Investec Bank (UK) Limited nor
for providing advice in relation to the Offer or any other matters referred to
in this announcement.
This announcement does not constitute an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities. The Offer will be made
solely by the Offer Document and, in the case of ICM Shares held in certificated
form, the Form of Acceptance accompanying the Offer Document, which will contain
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. Any acceptance or other response in relation to the Offer
should be made only on the basis of the information contained in the Offer
Document and, in the case of ICM Shares held in certificated form, the Form of
Acceptance.
Fawkes will prepare the Offer Document (which will contain the notice of the
Extraordinary General Meeting) and the Form of Acceptance which will be
distributed shortly to ICM Shareholders and, for information purposes only, to
participants in the ICM Share Option Schemes. The Offer Document and the Form of
Acceptance will, in any event, be posted within 28 days of this announcement,
unless otherwise agreed with the Panel. ICM and Fawkes urge ICM Shareholders to
read the Offer Document carefully when it becomes available because it will
contain important information relating to the Offer.
The availability of the Offer to persons 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 of those
jurisdictions.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City 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, all 'dealings' in any 'relevant securities' of ICM
(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
pm (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 ICM, 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 City Code, all 'dealings' in 'relevant
securities' of ICM by Fawkes or ICM, 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 City 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.
Forward-looking Statements
This announcement, including information included or incorporated by reference
in this announcement, contains statements about ICM, the Offer and Fawkes that
are or may be forward looking statements. All statements other than statements
of historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends',
'will', 'may', 'anticipates', 'estimates', 'projects', or words or terms of
similar substance or the negative thereof identify forward-looking statements.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the expansion and
growth of ICM's, Fawkes' or the Fawkes Group's operations; and (iii) the effects
of government regulation on ICM's, Fawkes' or the Fawkes Group's business.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of ICM or of Fawkes. These
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
any such person, or industry results, to be materially different from any
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to ICM or Fawkes or any of their members
or any persons acting on their behalf are expressly qualified in their entirety
by the cautionary statement above. All forward-looking statements included in
this announcement are based on information available to the relevant parties on
the date hereof. Investors should not place undue reliance on such
forward-looking statements, and neither ICM, Fawkes nor their directors
undertakes any obligation in respect of, and do not intend to update or revise
any forward-looking statements except as required by the City Code or pursuant
to applicable law.
APPENDIX I
Conditions and certain further terms of the Offer
Part A: Conditions of the Offer
The Offer will be subject to the following conditions:
1 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 Fawkes may, subject to
the rules of the City Code or with the consent of the Panel, decide) in respect
of not less than 90 per cent. (or such lesser percentage as Fawkes may decide)
of the ICM Shares to which the Offer relates, provided that this condition will
not be satisfied unless Fawkes and/or any member of the Fawkes Group shall have
acquired or agreed to acquire (whether pursuant to the 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
attaching to any ICM Shares 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 purposes of this condition:
(i) the expression 'ICM Shares to which the Offer relates' shall be
construed in accordance with schedule 2 to the Takeovers Directive Regulations;
and
(ii) ICM Shares which have been unconditionally allotted shall be deemed
to carry the voting rights which they will carry on issue;
2 any resolution or resolutions of Independent ICM Shareholders required to
approve and implement the Management Arrangements being duly passed at the
Extraordinary General Meeting of ICM (or at any adjournment of that meeting);
3 to the extent that the acquisition of ICM Shares would give rise to a relevant
merger situation within the meaning of section 23 of the Enterprise Act 2002,
the Office of Fair Trading in the United Kingdom indicating in terms reasonably
satisfactory to Fawkes that it does not intend to refer the Acquisition, or any
matter arising therefrom or in connection therewith, to the Competition
Commission in the United Kingdom and no person having commenced or threatened to
commence any proceedings or investigation for the purpose of prohibiting or
otherwise challenging or interfering with Acquisition or with any decision of
any public body relating to it;
4 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:
4.1 make the Offer or its implementation or the acquisition or proposed
acquisition by Fawkes (or any other member of the wider Fawkes Group) of any ICM
Shares or control or management of ICM or any member of the wider ICM Group
void, voidable, 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;
4.2 require, prevent, delay, restrict or affect the divestiture (or alter
the terms of any proposed divestiture) by any member of the wider Fawkes 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;
4.3 impose any limitation on, or result in any delay in, the ability of any
member of the wider Fawkes 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 Fawkes Group or to exercise
management or voting control over any member of the wider ICM Group or any
member of the wider Fawkes Group;
4.4 require any member of the wider Fawkes 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 Fawkes 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 Fawkes Group or any member of the wider
ICM Group;
4.5 impose any material limitation on the ability of any member of the
wider Fawkes 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 Fawkes Group or any member of the wider ICM Group; or
4.6 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 Fawkes Group or the
exercise of rights over shares of any company in the wider ICM Group,
and all applicable waiting and other time periods during which any 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 all filings and applications which Fawkes reasonably considers necessary
having been made and all statutory or regulatory obligationsin 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 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 Fawkes (or any other member of the wider
Fawkes Group), and all Relevant Authorisations reasonably deemed by
Fawkes (or any other member of the wider Fawkes Group) to be necessary or
appropriate for, or in respect of, the Offer or any 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 Fawkes (or any other member of the wider
Fawkes Group) or to permit or enable Fawkes (or any other member of the wider
Fawkes 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 Fawkes from all
appropriate Relevant Authorities and from all appropriate persons, authorities
or bodies with whom any member of the wider Fawkes Group or any member of the
wider ICM Group has entered into contractual arrangements, and 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;
6 save as Disclosed, there being no provision of any Relevant Instrument which,
in consequence of the making or implementation of the Offer, the acquisition or
proposed acquisition by any member of the wider Fawkes 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:
6.1 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;
6.2 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;
6.3 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;
6.4 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;
6.5 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;
6.6 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;
6.7 any change or effect on ownership or use of any intellectual property
rights owned or used by any member of the wider ICM Group;
6.8 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
6.9 any member of the wider ICM Group or any member of the wider Fawkes
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 or any member of the wider Fawkes 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 ICM Group or any member of the wider
Fawkes 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 6.1 to 6.9 (inclusive);
7 save as Disclosed, since 30 June 2006 (being the date to which the
latest published audited report and accounts of ICM were made up), no member of
the wider ICM Group having:
7.1 made any alteration to its memorandum or articles of association or
other constitutional document which is or could reasonably be considered to be
material;
7.2 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 to ICM or a wholly-owned
subsidiary of ICM);
7.3 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 Option 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;
7.4 (other than to ICM or a wholly-owned subsidiary of ICM) issued,
authorised or proposed the issue of any debentures or securities or incurred or,
save in the ordinary course of business, incurred or increased any indebtedness
or liability, actual or contingent;
7.5 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 Fawkes 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;
7.6 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);
7.7 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 or other arrangement with any of the
directors, senior executives or senior employees of any member of the wider ICM
Group;
7.8 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;
7.9 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;
7.10 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;
7.11 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) of such
pension schemes are funded or made, or agreed or consented to, any change to the
trustees;
7.12 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
7.13 agreed to enter into or entered into any commitment, agreement or
arrangement, 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
paragraph 7;
8 save as Disclosed, since 30 June 2006 (being the date to which the
latest published audited report and accounts of ICM were made up):
8.1 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 a whole;
8.2 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;
8.3 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 w
ider ICM Group taken as a whole; and
8.4 no contingent or other liability having arisen or increased or become
apparent to Fawkes which might be likely adversely to affect any member of the w
ider ICM Group which is material in the context of the wider ICM Group taken as
a whole;
9 save as Disclosed, Fawkes not having discovered:
9.1 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
Offer to any member of the wider Fawkes 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;
9.2 any information which materially affects the import of any such
information as is mentioned in sub-paragraph 9.1;
9.3 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 ICM Group as a whole; or
9.4 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 w
ider ICM Group which claim or claims would be likely to be material in the
context of the wider ICM Group taken as a whole; and
10 save as Disclosed, Fawkes not having discovered any of the following
matters:
10.1 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
10.2 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
10.3 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.
In the foregoing conditions the following definitions shall apply:
(i) 'Disclosed' means 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 ended 30 June 2007; or
(b) expressly disclosed in any other public announcement made by ICM
via an RIS 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 Fawkes, including provision of
information in the data room, by or on behalf of ICM in connection with the
Offer prior to the date of this announcement;
(ii) 'Relevant Authority' means any government, government department or
governmental, quasi-governmental, supranational, 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;
(iii) 'Relevant Authorisation' means an authorisation, order, grant,
recognition, confirmation, determination, consent, licence, clearance,
permission, allowance or approval;
(iv) 'Relevant Instrument' means 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 such member or any of its assets is or
may be bound, entitled or subject;
(v) 'substantial interest' means, 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 or of any class of capital of such
undertaking;
(vi) 'wider ICM Group' means 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
(vii) 'wider Fawkes Group' means together Fawkes Group Limited,
Fawkes and all of their subsidiary undertakings, associated undertakings and any
other undertakings in which Fawkes Group Limited and/or Fawkes and such
undertakings (aggregating their interests) have a substantial interest.
Subject to the requirements of the Panel, Fawkes reserves the right to waive all
or any of the above conditions in whole or in part, except the conditions set
out in paragraphs 1 and 2 above. Fawkes 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 there are, at such earlier date, no circumstances indicating that any
of such conditions may not be capable of fulfilment.
The Offer will lapse unless the conditions set out above (other than the
conditions set out in paragraphs 1 and 2 above) are fulfilled or (if capable of
waiver) waived or, where appropriate, have been determined by Fawkes 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.
If Fawkes is required by the Panel to make an offer for ICM Shares under the
provisions of Rule 9 of the City Code, Fawkes may make such alterations to any
of the conditions (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 the provisions of that Rule.
Part B: Certain further details of the Offer
The formal Offer by Fawkes 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.
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 Fawkes
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 Option
Schemes or otherwise.
The ICM Shares are to be acquired fully paid and free from all liens, charges
and encumbrances, rights of pre-emption and any other third party rights or
interests and together with all rights attaching thereto, including the right to
receive and retain all dividends or other distributions declared, paid or made
on or after the date of this announcement except 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 are 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.
Although it is not considered that the Acquisition will come within the
statutory provisions for reference to the Competition Commission, the Offer will
lapse if the Acquisition 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 Fawkes will thereupon
cease to be bound by any Form of Acceptance or electronic acceptance submitted
before the time when the Offer lapses.
Overseas Shareholders
The making of the Offer to Overseas Shareholders may be prohibited or affected
by the laws of the relevant overseas jurisdictions. Such Overseas Shareholders
should inform themselves about and observe any applicable legal requirements. It
is the responsibility of any Overseas Shareholder wishing to accept the Offer to
satisfy himself as to the full observance of the laws of the relevant
jurisdiction in connection therewith, including the obtaining of any
governmental, exchange control or other consents which may be required,
compliance with other formalities needing to be observed and the payment of any
issue, transfer or other taxes due in such jurisdiction. Any such Overseas
Shareholder will be responsible for payment of any issue, transfer or other
taxes, duties or other requisite payment(s) due in such jurisdiction(s) by
whomsoever payable, and Fawkes (and any person acting on its behalf) shall be
entitled to be fully indemnified and held harmless by such Overseas Shareholder
for any issue, transfer or other taxes or duties or other requisite payments as
Fawkes or any person acting on behalf of Fawkes may be required to pay in
respect of the Offer insofar as they relate to such Overseas Shareholder.
This announcement is not an offer of securities for sale or purchase in the
United States, Canada, Australia, Japan or any Restricted Jurisdiction. The
Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national, local or other securities exchange of, the
United States, Canada, Australia, Japan or any Restricted Jurisdiction, and,
subject to certain exceptions, the Offer will not be capable of acceptance by
any such use, means or instrumentality or facilities or from or within the
United States, Canada, Australia, Japan or any Restricted Jurisdiction.
Any person (including, without limitation, nominees, trustees or custodians) who
is an overseas person or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related document to
any jurisdiction outside the United Kingdom or to any overseas person should
seek appropriate advice before taking any action.
The provisions referred to in the previous three paragraphs may be waived or
varied by Fawkes in its sole discretion as regards specific ICM Shareholders or
generally.
APPENDIX II
BASES AND SOURCES OF INFORMATION
(a) Unless otherwise stated, the financial information relating to ICM has
been extracted or derived, without material adjustment, from the ICM Annual
Report and Accounts and the audited consolidated financial statements for ICM
for the year ended 30 June 2006 or the unaudited Interim Results for the six
month period ending 31 December 2006.
(b) References to existing issued share capital are references to ICM Shares
in issue on 15 March 2007 (being the last practicable business date prior to the
date of announcement), being 21,349,559 ICM Shares.
(c) The maximum value placed by the Offer on the entire issued and to be
issued ordinary share capital of ICM, and other statements made in this
announcement by reference to the issued share capital of ICM, are based upon
21,349,559 ICM Shares being in issue on 15 March 2007 and the 775,500 ICM Shares
that may be issued on exercise of, or pursuant to, options under the ICM Share
Option Schemes where the exercise price (if any) is below 401.5 pence.
(d) ICM Share prices have been derived from the Daily Official List of the
London Stock Exchange and represent the Closing Price on the relevant date.
(e) The Offer premium of 36.2 per cent. to the average Closing Price of
294.8 pence over the 12 month period prior to the commencement of the Offer
Period, as stated in this announcement, has been calculated using Closing Prices
on each Business Day over the relevant period.
APPENDIX III
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Fawkes has received the following irrevocable undertakings to accept the Offer:
Name Note Number of ICM
Shares
Stephen Wainwright 1 193,175
Craig Fairey 1 4,500
Anthony Granelli 1 1,571,750
Michael Osborne 1 80,505
Stephen Benns 1 41,744
Graham Meek 2 32,625
Martin Clark 2 7,500
Charles Halle 2 15,000
Gerard Boitelle 1 113,000
Graham Strand 1 815,328
Artemis Investment Management 3 2,375,617
Hargreave Hale 4 360,000
--------------
Total 5,610,744
Notes:
1. These irrevocables will remain binding in the event of a competing offer b
eing made for ICM. However, these undertakings cease to be binding, in addition
to the relevant circumstances referred to above, in the event that (i) the Offer
Document is not despatched to ICM Shareholders within 28 days (or such longer
period as the Panel may agree) of the release of this announcement or (ii) the
Offer lapses or is withdrawn or becomes wholly unconditional.
2. These irrevocables will cease to be binding in the event (i) of a third
party announcing a firm intention to make an offer to acquire the whole of the
issued and to be issued ordinary share capital of ICM on terms in excess of 425
pence per ICM Share as at the date on which such third party offer is announced,
provided that such third party has announced a firm intention to make such
higher offer not later than 3.30pm on the fifth business day after the Offer
Document is despatched to ICM Shareholders (ii) of the Offer Document not
being despatched to ICM Shareholders within 28 days (or such longer period as
the Panel may agree) of the release of this announcement or (iii) of the Offer
lapsing or being withdrawn or becoming wholly unconditional.
3. This irrevocable will cease to be binding in the event (i) of a competing
offer being made for ICM provided that the price per ICM Share under the terms
of such competing offer is greater than 415 pence as at the date on which such
third party offer is announced and provided further that such third party has
announced a firm intention to make such higher offer not later than 3.30pm on
the twelfth business day after the Offer Document is despatched to ICM
Shareholders (ii) of the Offer Document not being despatched to ICM
Shareholders within 28 days (or such longer period as the Panel may agree) of
the release of this announcement or (iii) of the Offer lapsing or being
withdrawn.
4. This irrevocable will cease to be binding in the event (i)of a competing
offer being made for ICM provided that the price per ICM Share under the terms
of such competing offer is greater than 425 pence as at the date on which such
third party offer is announced and provided further that such third party has
announced a firm intention to make such higher offer not later than 3.30pm on
the tenth business day after the Offer Document is despatched to ICM
Shareholders (ii) of the Offer Document not being despatched to ICM
Shareholders within 28 days (or such longer period as the Panel may agree) of
the release of this announcement or (iii) of the Offer lapsing or being
withdrawn.
Fawkes has received the following letter of intent to accept the Offer:
Name Number of ICM
Shares
M&G Investment Management Limited 1,150,000
Appendix IV
Definitions
'1998 Approved' ICM Computer Group plc Approved Executive Share Option
Scheme;
'1998 Unapproved' ICM Computer Group plc Unapproved Executive Share Option
Scheme;
'Acquisition' the proposed acquisition by Fawkes of ICM pursuant to the
Offer;
'acting in concert' has the meaning given by the City Code;
'Altium' Altium Capital Limited, broker to Fawkes;
'Board' as the context requires, the board of directors of ICM, the
board of directors of Fawkes Group Limited or the board of
directors of Fawkes and the terms 'ICM Board', 'Fawkes Group
Limited Board' and 'Fawkes Board' shall be construed
accordingly;
'Business Day' a day, not being a public holiday, Saturday or Sunday, on
which clearing banks in London are open for normal business;
'Canada' Canada, its provinces and territories and all areas subject
to its jurisdiction and any political sub-division thereof;
'City Code' the City Code on Takeovers and Mergers;
'Close Brothers' Close Brothers Corporate Finance Limited, financial adviser
to ICM;
'Closing Price' the closing middle market quotation of an ICM Share as
derived from the Daily Official List;
'Companies Act' the Companies Act 1985, as amended;
'Competing Offer' means an acquisition, offer, scheme of arrangement,
recapitalisation or other transaction having similar effect
which is made by or involving a party which is not an
associate (as such is defined in the City Code) of Fawkes
and the purpose of which is to acquire (i) an interest in
the share capital of ICM and/or (ii) all or a 'material
part' of the assets, undertaking and/or business of the ICM
and its subsidiaries (for this purpose a 'material part' is
defined as part of such assets, undertaking and/or business
with an aggregate value of £4.1 million or more);
'CREST' the relevant system (as defined in the CREST Regulations) in
respect of which CrestCo Limited is the Operator (as defined
in the CREST Regulations);
'CREST Regulations' the Uncertificated Securities Regulations 2001 (SI 2001/
3755), as amended;
'Daily Official the Daily Official List published by the London Stock
List' Exchange;
'Disclosure and the rules and regulations made by the Financial Services
Transparency Rules' Authority in its capacity as the UK Listing Authority under
the Financial Services and Markets Act 2000 and contained in
the UK Listing Authority's publication of the same name;
'Exchange the agreement made between Fawkes Group Limited and the
Agreement' Management further details of which will be set out in the
Offer Document;
'Extraordinary the extraordinary general meeting of ICM to be convened to
General Meeting' or approve the Ordinary Resolution;
'EGM'
'Form of the form of acceptance, election and authority relating to
Acceptance' the Offer which, in relation to ICM Shares held in
certificated form, will accompany the Offer Document;
'Fawkes' Fawkes Limited;
'Fawkes Board' the board of directors of Fawkes;
'Fawkes Director' a director of Fawkes;
'Fawkes Group' Fawkes Group Limited and its subsidiary undertakings;
'Fawkes Group A 2 preferred shares of £0.000001 each nominal value in the
Limited A 2 capital of Fawkes Group Limited;
Preferred Shares'
'Fawkes Group series A 2 variable rate unsecured loan notes 2018 to be
Limited Series A 2 issued by Fawkes Group Limited;
Loan Notes'
'Fawkes Group A 2 shares of £0.0001 each nominal value in the capital of
Limited A 2 Shares' Fawkes Group Limited;
'Fawkes Group the board of directors of Fawkes Group Limited;
Limited Board'
'Fawkes Group B shares of £0.0001 each nominal value in the capital of
Limited B Shares' Fawkes Group Limited;
'Gresham' Gresham LLP;
'Gresham Funds' Gresham 4 A and Gresham 4 B being funds managed by Gresham;
'ICM' ICM Computer Group plc;
'ICM Board' the board of directors of ICM;
'ICM Director' a director of ICM;
'ICM Group' ICM and its subsidiary undertakings;
'ICM Optionholders' holders of options or awards under the ICM Share Option
Schemes;
'ICM Share Option the 1998 Approved, the 1998 Unapproved and the ICM
Schemes' Performance Share Plan 2006;
'ICM Shares' the existing issued or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of 5 pence
each in the capital of ICM and any further such shares which
are unconditionally allotted or issued fully paid (or
credited as fully paid) (including pursuant to the exercise
of options granted under the ICM Share Option Schemes) after
the date of this announcement and before the Offer ceases to
be open for acceptance (or, subject to the City Code, by
such other time as Fawkes may decide in accordance with the
terms and conditions of the Offer not being earlier than:
(i) the date on which the Offer becomes unconditional as to
acceptances; or (ii) if later, the first closing date of the
Offer);
'ICM Shareholders' the holders of ICM Shares;
'in certificated a share or other security which is not in uncertificated
form' form (that is, not in CREST);
'in uncertificated recorded on the relevant register of the share or security
form' concerned as being held in uncertificated form in CREST, and
which, by virtue of the CREST Regulations, may be
transferred by means of CREST;
'Independent Graham Meek, Martin Clark and Charles Halle;
Directors'
'Independent ICM the ICM Shareholders other than the Management, their
Shareholders' immediate families, related trusts and other persons
connected with them (within the meaning of section 346 of
the Companies Act);
'Independent ICM the ICM Shares held by the Independent ICM Shareholders;
Shares'
'Investec' Investec Bank (UK) Limited, broker to ICM;
'Investment the agreement made between Fawkes Group Limited, the
Agreement' Company, the Management, the Gresham Funds and Gresham LLP
further details of which will be set out in the Offer
Document;
'Japan' Japan, its possessions and territories and all areas subject
to its jurisdiction and any political sub-division thereof;
'Listing Rules' the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under
the Financial Services and Markets Act 2000 and contained in
the UK Listing Authority's publication of the same name;
'Loan Note(s)' the unsecured guaranteed floating rate redeemable loan notes
to be issued by Fawkes pursuant to the Loan Note
Alternative, the principal terms of which will be described
in the Offer Document;
'Loan Note the alternative whereby ICM Shareholders (other than those
Alternative' in a Loan Note Restricted Jurisdiction and subject as
otherwise referred to herein) validly accepting the Offer
may elect to receive Loan Notes instead of some or all of
the cash consideration to which they would otherwise have
been entitled under the basic Offer;
'Loan Note any of the United States, Australia, Canada or Japan or any
Restricted jurisdiction where extension or acceptance of the Loan Note
Jurisdiction' Alternative would violate the laws of that jurisdiction;
'London Stock London Stock Exchange plc;
Exchange'
'Management' Steve Wainwright, Craig Fairey, Anthony Granelli, Steve
Benns and Mike Osborne;
'Management the arrangements relating to the investment by Management in
Arrangements' the Fawkes Group as briefly set out in paragraph 9 of this
announcement;
'Offer' the recommended offer to be made by Fawkes for the ICM
Shares on the terms and subject to the conditions to be set
out in the Offer Document and, in relation to ICM Shares
held in certificated form, the Form of Acceptance
(including, where the context so requires, any subsequent
revision, variation, renewal or extension thereof);
'Offer Document' the formal offer document to be sent to ICM Shareholders
containing the Offer;
'Offer Period' the offer period (as defined in the City Code) relating to
ICM which commenced on 13 October 2006;
'Offer Price' 401.5 pence per ICM Share;
'Ordinary the ordinary resolution to be proposed at the EGM in
Resolution' accordance with the requirements of the City Code to approve
the Management Arrangements;
'overseas person' any person who is not resident in the United Kingdom, or who
is a citizen, resident or national of a jurisdiction outside
the United Kingdom, or who is a nominee of, or custodian or
trustee for, any citizen(s), resident(s) or national(s) of
any country other than the United Kingdom;
'Overseas an ICM Shareholder who is an overseas person;
Shareholder'
'Panel' the Panel on Takeovers and Mergers;
'relevant as defined by the City Code;
securities'
'Restricted any jurisdiction where local law or regulations may result
Jurisdiction' in a significant risk of civil, regulatory or criminal
exposure or prosecution if information concerning the Offer
is sent or made available to ICM Shareholders in that
jurisdiction;
'Rothschild' N M Rothschild & Sons Limited, financial adviser to Fawkes;
'subsidiary', shall be construed in accordance with the Companies Act;
'subsidiary
undertaking',
'associated
undertaking' or
'undertaking'
'Takeovers Takeovers Directive (Interim Implementation) Regulations
Directive 2006 (SI 2006/1183);
Regulations'
'United Kingdom' or the United Kingdom of Great Britain and Northern Ireland and
the 'UK' its dependent territories; and
'United States of the United States of America, its possessions and
America' or 'United territories, all areas subject to its jurisdiction or any
States' sub-division thereof, any state of the United States of
America and the District of Columbia.
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