ICM Computer Group PLC
27 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 27 March 2007
Recommended Increased 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
On 16 March 2007, the Independent Directors of ICM and the Board of Fawkes
announced that they had reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued share capital of ICM at an offer
price of 401.5 pence per ICM Share.
Subsequent to the Original Announcement, the Independent Directors have held
further discussions with Phoenix IT Group plc and its advisers in relation to
its intentions with regard to making a proposal to acquire ICM. In light of
these discussions, and the high regard with which Fawkes holds ICM, the
Independent Directors of ICM and the Board of Fawkes are pleased to announce
that they have reached agreement on the terms of a recommended increased cash
offer for the entire issued and to be issued share capital of ICM.
2. Summary of the terms of the Increased Offer
Under the terms of the Increased Offer, ICM Shareholders will be entitled to
receive:
for each ICM Share 433 pence in cash
ICM Shareholders who validly accept the Increased 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 Increased 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 the Original Offer
Document.
The Increased Offer will be subject to the same conditions (save as set out in
this announcement and to be set out in the Offer Document) and the same terms as
set out in the Original Offer Document and, in the case of ICM Shares held in
certificated form, the Original Form of Acceptance.
The Increased Offer values the entire existing issued share capital of ICM at
approximately £92.4 million. The Increased Offer Price represents:
• a premium of approximately 59.8 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 46.9 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; and
• a multiple of approximately 28.9x 2006 diluted earnings per share.
In addition, ICM Shareholders who were 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.
If you have already accepted Fawkes' Original Offer, you will not need to take
any further action: you will automatically receive the benefit of the Increased
Offer.
3. Background to and reasons for the Increased Offer
On 16 March 2007, the Independent Directors of ICM and the Board of Fawkes
announced that they had reached agreement on the terms of a recommended cash
offer for the entire issued and to be issued share capital of ICM at an offer
price of 401.5 pence per ICM Share.
Subsequent to the Original Announcement, the Independent Directors have held
further discussions with Phoenix IT Group plc and its advisers in relation to
its intentions with regard to making a proposal to acquire ICM. It is in light
of these discussions that the Independent Directors have reached agreement with
the Board of Fawkes on the terms of the Increased Offer.
In recommending the Increased Offer, the Independent Directors considered the
following factors, amongst others:
• the Increased Offer provides certainty of value through a cash offer at
an attractive price;
• the Increased Offer provides ICM Shareholders with an opportunity to
realise their investment for cash at a significant premium to the pre-Offer
Period share price free of transaction costs. The Increased Offer Price
represents:
- a premium of approximately 59.8 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 46.9 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;
• ICM Shareholders representing, in aggregate, approximately 24.95 per
cent. of ICM's existing issued share capital have indicated their support
for the Increased Offer;
• the Independent Directors have not received any proposal at a price
higher than the Increased Offer; and
• the Increased Offer represents a multiple of approximately 28.9x 2006
diluted earnings per share.
4. Recommendation
The Independent Directors, who have been so advised by Close Brothers, consider
the terms of the Increased Offer to be fair and reasonable. In providing advice
on the Increased 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 Increased
Offer are in the best interests of ICM Shareholders as a whole and have
unanimously agreed to recommend that ICM Shareholders accept the Increased Offer
and that Independent ICM Shareholders vote in favour of the Ordinary Resolution
to be proposed at the Extraordinary General Meeting. The Independent Directors
also recommend that ICM Shareholders should vote in favour of the Share Option
Resolutions 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 Increased Offer and vote in
favour of the Ordinary Resolution and the Share Option Resolutions 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 Ordinary
Resolution, approximately 0.28 per cent. of the existing issued Independent ICM
Shares.
The irrevocable undertakings to accept the Offer given by Management to Fawkes
in connection with the Original Offer remain binding. Such undertakings are 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 Increased 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, 2,229,357 ICM Shares
representing approximately 10.44 per cent. of the existing issued share capital
of ICM, and, for the purposes of the Ordinary Resolution approximately, 11.46
per cent. of the existing issued Independent ICM Shares.
In addition, a letter of intent to accept the Increased Offer 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
Increased Offer have been received by Fawkes in respect of, in aggregate,
5,326,156 ICM Shares representing approximately 24.95 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
2,284,482 ICM Shares representing approximately 11.74 per cent. of the existing
issued Independent ICM Shares.
Further, irrevocable undertakings to vote in favour of the Share Option
Resolutions have been received from ICM Shareholders who hold, in aggregate,
1,356,354 ICM Shares representing approximately 6.35 per cent. of the existing
issued 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 I to this announcement.
6. Management Arrangements
Pursuant to the Revised Investment Agreement (which is conditional upon the
Increased Offer becoming or being declared unconditional in all respects),
Management have agreed to enter into the Revised Exchange Agreement. Pursuant to
the Revised 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. In addition, pursuant to
the Revised Investment Agreement, Craig Fairey has agreed to subscribe for a
number of Fawkes Group Limited B Shares in cash. On completion of the Revised
Investment Agreement and the Revised Exchange Agreement Management will, in
aggregate, own up to approximately 28.41 per cent. of the issued ordinary share
capital of Fawkes Group Limited with the balance being owned by the Gresham
Funds and a non-executive Chairman to be appointed. The ordinary share capital
held by Management and a non-executive Chairman to be appointed will be subject
to a downward adjustment of 2.21 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 Revised Investment Agreement and the Revised
Exchange Agreement will be set out in the Offer Document.
All other terms of the Management Arrangements remain as set out in the Original
Offer Document.
As a result of these changes, the definition of 'Management Arrangements' as set
out in the Original Offer Document and used in the notice of the Original
Extraordinary General Meeting will be amended, the new definition being set out
in Appendix III to this announcement. This amendment will affect, amongst other
things, the condition set out in paragraph 2 of Part A of Appendix I to the
Original Offer Document.
7. Extraordinary General Meeting
Under the City Code, the Management Arrangements, which are summarised in
paragraph 6 above, require the approval, by Ordinary Resolution, of the
Independent ICM Shareholders on a poll at an extraordinary general meeting.
In addition, as set out in the Original Offer Document, it is proposed that
amendments be made to the 1998 Approved Scheme and the 1998 Unapproved Scheme to
allow options to be exercised under these two schemes on a change of control of
ICM arising as a result of the Increased Offer regardless of whether the
performance conditions applying to such options have been satisfied at the time
of such change of control. The amendments are set out in the Original Offer
Document. These amendments require the approval of the ICM Shareholders at an
extraordinary general meeting.
Notice of the Original Extraordinary General Meeting, was included in the
Original Offer Document. However, given the changes to the Management
Arrangements and the meaning of that term referred to above, it is intended to
cancel the Original Extraordinary General Meeting and convene a new
Extraordinary General Meeting to consider the passing of the Ordinary Resolution
and the Share Option Resolutions. Notice of the Extraordinary General Meeting
will be set out in the Offer Document.
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. In addition, as the Independent Directors
consider the passing of the Share Option Resolutions to be in the best interests
of ICM Shareholders as a whole, the Independent Directors have recommended that
the ICM Shareholders vote in favour of each of the Share Option Resolutions.
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 Increased Offer and who are eligible to vote on the Ordinary
Resolution, which, in aggregate, amount to 2,284,482 ICM Shares representing
approximately 11.74 per cent. of the existing issued Independent ICM Shares.
Irrevocable undertakings to vote in favour of the Share Option Resolutions have
been received from ICM Shareholders who hold, in aggregate, 1,356,354 ICM Shares
representing approximately 6.35 per cent. of the existing issued ICM Shares.
8. Financing the Increased Offer
The consideration payable under the Increased 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
Increased Offer.
9. Inducement fee
As an inducement to Fawkes to make the Increased Offer, ICM has agreed to pay an
inducement fee to Fawkes of £938,899 (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 Increased 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 and
such arrangement is in place of the original inducement fee agreement as
summarised in the Original Offer Document.
In addition, ICM has agreed certain non-solicitation provisions.
10. 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
Scheme 80,000 21/05/1998 180.0 12/5/2001 -
11/5/2008
1998 Approved
Scheme 10,000 6/11/2001 292.5 6/11/2004 -
5/11/2011
1998 Unapproved
Scheme 100,000 8/12/2003 245.0 8/12/2006 -
7/12/2013
1998 Unapproved
Scheme 100,000 1/10/2004 295.0 1/10/2007 -
30/9/2014
Craig Fairey
1998 Unapproved
Scheme 14,000 17/7/2006 269.6 17/7/2009 -
16/7/2016
1998 Approved
Scheme 11,000 17/7/2006 269.6 17/7/2009 -
16/7/2016
Mike Osborne
1998 Unapproved
Scheme 30,000 21/05/1998 180.0 12/5/2001 -
11/5/2008
1998 Unapproved
Scheme 17,500 7/4/2006 312.5 7/4/2009 -
6/4/2016
1998 Approved
Scheme 8,000 6/11/2001 292.5 6/11/2004 -
5/11/2011
1998 Approved
Scheme 7,500 7/4/2006 312.5 7/4/2009 -
6/4/2016
Anthony Granelli
1998 Unapproved
Scheme 50,000 21/5/1998 180.0 12/5/2001 -
11/5/2008
1998 Approved
Scheme 10,000 6/11/2001 292.5 6/11/2004 -
5/11/2011
Stephen Benns
1998 Unapproved
Scheme 30,000 21/5/1998 180.0 12/5/2001 -
11/5/2008
1998 Approved
Scheme 8,000 6/11/2001 292.5 6/11/2004 -
5/11/2011
As at the date of this announcement, Fawkes has no interests in the issued share
capital of ICM.
Save as disclosed in this paragraph 10, 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.
11. ICM Share Option Schemes
The Increased Offer will extend to any ICM Shares which are unconditionally
allotted or issued pursuant to the exercise of existing options under the ICM
Share Option Schemes while the Increased Offer remains open for acceptance (or
such earlier time or date as Fawkes may, subject to the rules of the City Code,
decide). To the extent such options are not exercised and the Increased Offer
becomes unconditional in all respects, Fawkes will make appropriate proposals to
ICM Optionholders in due course. Approval of the ICM Shareholders is being
sought to amend the rules of the 1998 Approved Scheme and the 1998 Unapproved
Scheme so that all outstanding options not currently exercisable will become
exercisable should there be a change of control of ICM arising as a result of
the Increased Offer.
12. 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, in any event, be posted within 28 days of the date
of this announcement, unless otherwise agreed with the Panel.
The Increased Offer and acceptances thereof will be governed by English Law. The
Increased 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 Increased Offer will be subject to the same terms and conditions (save as
set out in this announcement and to be set out in the Offer Document) as set out
in the Original Offer Document and, in the case of ICM Shares held in
certificated form, the Original Form of Acceptance.
Terms used but not defined in this announcement shall have the meanings given to
them in the Original Offer Document.
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, which have not been previously defined in the Original
Offer Document, are defined in Appendix III 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 Increased 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
Increased 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 Increased 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 Increased 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 Increased 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
Increased 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 Increased 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 Increased 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 Increased 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 (either by incorporation by reference or otherwise) the full terms
and conditions of the Increased Offer, including details of how the Increased
Offer may be accepted. Any acceptance or other response in relation to the
Increased 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 Increased Offer.
The availability of the Increased 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
Increased Offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the 'Increased 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 Increased 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
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
Fawkes has received the following irrevocable undertakings to accept the
Increased 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
Unicorn Asset Management 3 941,029
Hargreave Hale 4 360,000
--------------
Total 4,176,156
Notes:
1. These irrevocables will remain binding in the event of a competing offer
being made for ICM. However, these undertakings cease to be binding in the
event that the Increased 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 which
represent a price of 455 pence per ICM Share or greater, 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 Increased Offer lapsing or
being withdrawn or becoming wholly unconditional.
3. This irrevocable 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 in cash at a price of
476 pence per ICM Share or greater, provided further that such third
party has announced a firm intention to make such higher cash 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 Increased Offer lapsing or
being withdrawn.
4. This irrevocable 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 which
represent a price of 455 pence per ICM Share or greater, as at the date on
which such third party offer is announced, 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 Increased Offer lapsing or
being withdrawn.
Fawkes has received the following letter of intent to accept the Increased
Offer:
Name Number of ICM
Shares
M&G Investment Management Limited 1,150,000
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 26 March 2007 (being the last Business Day prior to the date of
this announcement), being 21,349,559 ICM Shares.
(c) The maximum value placed by the Increased 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 26 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 433
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 Increased Offer premium of 46.9 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
ADDITIONAL Definitions
'Extraordinary the extraordinary general meeting of the Company to be
General Meeting' convened to consider and, if thought fit, approve, the
Ordinary Resolution and the Share Option Resolutions, notice
of which will be set out in the Offer Document;
'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;
'Increased Offer' the increased recommended cash 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);
'Increased Offer 433 pence per ICM Share;
Price'
'Management the arrangements relating to the investment by Management in
Arrangements' the Fawkes Group as to be set out in the Offer Document;
'Offer Document' the formal offer document to be sent to ICM Shareholders
containing the Increased Offer;
'Original the announcement on 16 March 2007 setting out the Original
Announcement' Offer;
'Original the extraordinary general meeting of the Company, notice of
Extraordinary which was set out in the Original Offer Document, which was
General Meeting' convened for 10.30 a.m. on 12 April 2007 at the offices of
Investec at 2 Gresham Street, London EC2V 7QP;
'Original Form of the original form of acceptance, election and authority
Acceptance' relating to the Original Offer;
'Original Offer' the original recommended cash offer, as set out in the
Original Offer Document, of 401.5 pence per ICM Share;
'Original Offer the offer document posted to ICM Shareholders on 22 March
Document' 2007;
'Revised Exchange the Exchange Agreement to be entered into between Fawkes
Agreement' Group Limited and Management, as amended to reflect the
Increased Offer, further details of which will be set out in
the Offer Document; and
'Revised the Investment Agreement as amended by an agreement made
Investment between Fawkes Group Limited, the Company, Management, the
Agreement' Gresham Funds and Gresham LLP further details of which will
be set out in the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
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