ICM Computer Group PLC
13 April 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.
13 April 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
On 22 March 2007, Fawkes Limited made a recommended cash offer (with a Loan Note
Alternative) for the entire issued and to be issued share capital of ICM of
401.5 pence per ICM Share (the 'Original Offer'). On 27 March 2007, Fawkes
announced an increased recommended cash offer of 433 pence per ICM Share (the
'Increased Offer'). ICM Shareholders who have already accepted the Original
Offer do not need to take any action in order to receive the benefit of the
Increased Offer.
Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 22 March 2007, unless otherwise defined in this
announcement or the context otherwise requires.
2. Valid acceptances of the Original Offer
The Directors of Fawkes are pleased to announce that, as at 3.00 p.m. (London
time) on 12 April 2007, the first closing date of the Original Offer, valid
acceptances of the Original Offer had been received in respect of, in aggregate,
1,561,125 ICM Shares, representing approximately 7.31 per cent. of the existing
issued share capital of ICM.
On 16 March 2007, the Directors of Fawkes announced that they had received
irrevocable undertakings and a letter of intent to accept the Offer (or procure
that such action is taken by the relevant registered holder) in respect of, in
aggregate, 6,760,744 ICM Shares representing approximately 31.67 per cent. of
the existing issued share capital of ICM. Valid acceptances of the Original
Offer have been received in respect of 578,313 of those ICM Shares, representing
approximately 2.71 per cent. of the existing issued share capital of ICM, and
such acceptances are included in the total referred to above. In respect of
3,806,814 of the balance of those ICM Shares, representing approximately 17.83
per cent. of the existing issued share capital of ICM, and being the ICM Shares
which remain the subject of irrevocable undertakings or a letter of intent to
accept the Offer (see paragraph 3 below), valid acceptances had not been
received as at 3.00 p.m. (London time) on 12 April 2007.
Valid acceptances of the Original Offer have been received in respect of 545,688
ICM Shares, representing approximately 2.56 per cent. of the existing issued
share capital of ICM, from persons acting in concert with Fawkes and such
acceptances are included in the total referred to above. Details of ICM Shares
in which Fawkes or persons acting in concert with Fawkes have an interest are
set out in Appendix I to this announcement. In aggregate, persons acting in
concert with Fawkes have an interest in 2,820,002 ICM Shares, representing
approximately 13.21 per cent. of the existing issued share capital of ICM.
3. Phoenix IT Group plc's cash and share offer
On 28 March 2007, Phoenix IT Group plc announced a cash and share offer for the
entire issued and to be issued share capital of ICM (the 'Phoenix Offer'). The
Phoenix Offer, at the time of its announcement, valued each ICM Share at 441.5
pence. The terms of one irrevocable undertaking to accept the Original Offer
that was received by Fawkes provided for it to cease to be binding in the event
that, amongst other things, such a competing offer was announced. Accordingly,
on the announcement of the Phoenix Offer, 2,375,617 ICM Shares, representing
approximately 11.13 per cent. of the existing issued share capital of ICM,
ceased to be the subject of an irrevocable undertaking to accept the Original
Offer.
4. Fawkes' action in respect of the Phoenix Offer
Further to Fawkes' announcement on 28 March 2007, the Board of Fawkes confirms
that it continues to consider its response to the Phoenix Offer and will make a
further announcement in due course.
5. Irrevocable undertakings and letter of intent to accept the Increased Offer
As referred to above, on 27 March 2007, Fawkes announced the Increased Offer.
Fawkes received irrevocable undertakings and a letter of intent to accept the
Increased Offer in respect of, in aggregate, 5,326,156 ICM Shares, representing
approximately 24.95 per cent. of ICM's existing issued share capital. These
irrevocable undertakings have not lapsed as a result of the Phoenix Offer and
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 II to this announcement. Valid
acceptances of the Original Offer have been received in respect of 1,339,342 of
the ICM Shares the subject of such irrevocable undertakings and letter of
intent, representing approximately 6.27 per cent. of the existing issued share
capital of ICM, and such acceptances are included in the total referred to in
paragraph 2 above.
6. Extension of the Original Offer
The Directors of Fawkes announce that the Original Offer, which remains subject
to the terms and conditions set out in the Offer Document, has been extended for
a period of 21 days and will therefore remain open for acceptance until
3.00 p.m. (London time) on 3 May 2007.
7. Further acceptances
ICM Shareholders who have not yet accepted the Original Offer and who hold ICM
Shares in certificated form are urged to complete, sign and return the Form of
Acceptance by post or (during normal business hours only) by hand to Capita
Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU with the relevant share certificate(s) and/or
other document(s) of title, as soon as possible and, in any event, so at to be
received no later than 3.00 p.m. (London time) on 3 May 2007.
ICM Shareholders who hold ICM Shares in uncertificated form (that is, in CREST)
are urged to accept the Original Offer by sending a TTE instruction as soon as
possible and, in any event, so as to be settled not later than 3.00 p.m.
(London time) on 3 May 2007.
ICM Shareholders who accept the Original Offer will not need to take any action
in order to receive the benefit of the Increased Offer.
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
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.
This announcement does not constitute an offer to sell or an invitation or
solicitation to purchase or subscribe for any securities.
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.
APPENDIX I
INTERESTS IN ICM SHARES OF FAWKES AND
PERSONS ACTING IN CONCERT WITH FAWKES
As at the date of this announcement, the following table details the ICM
relevant securities in which Fawkes or persons acting in concert with Fawkes
have an interest:
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
Gerard Boitelle 113,000
Graham Strand 815,328
+ Registered in the name of Giltspur 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.
APPENDIX II
IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT
As announced on 27 March 2007, 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' (for the purpose of this Appendix II, being the
offer document containing the Increased Offer) 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.
As announced on 27 March 2007, 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
This information is provided by RNS
The company news service from the London Stock Exchange