Phoenix IT Group PLC
13 April 2007
13 April 2007
Not for release, publication or distribution in or into or from the United
States, Australia, Canada, Japan, South Africa or New Zealand
Phoenix IT Group plc ('Phoenix' or the 'Company')
Announcement in relation to Phoenix's Offer for ICM Computer Group plc ('ICM')
The Board of Phoenix notes the announcement by Fawkes Limited ('Fawkes') this
morning concerning its offers for ICM (the 'Fawkes Offers') and in particular
notes the low level of acceptances received in respect of the Fawkes Offers.
Shareholders of ICM should be aware that the Phoenix Offer, announced on 28
March 2007, is 0.6176 of a Phoenix Share and 230p in cash for each ICM Share.
On the basis of the closing price of a Phoenix Share on 12 April 2007, this
values each ICM Share at approximately 464p, representing a premium of 7.2% to
the level of the Revised ICM Management Offer of 433p which was announced by
Fawkes on 27 March 2007.
Phoenix has received irrevocable undertakings to accept its Offer, or to use
best endeavours to procure that others accept the Offer, in respect of 7,512,639
ICM shares in total, representing approximately 35.2% of the existing ordinary
share capital of ICM. For these undertakings to fall away as a result of a
higher competing offer, based on the current value of the Phoenix Offer, a
competing offer in excess of 533p per share would be required, some 33% above
the ICM Management Offer and some 23% above the Revised ICM Management Offer.
In addition, Phoenix has received non-binding letters of intent to accept the
Phoenix Offer in relation to 2,528,066 ICM shares, representing approximately
11.8% of the existing ordinary share capital of ICM. As a result, the Phoenix
Offer has the support of shareholders representing approximately 47% of ICM's
existing issued share capital.
Phoenix believes there is very strong commercial logic in its acquisition of
ICM, as reflected in the offer announcement made by Phoenix on 28 March 2007.
In addition, Phoenix believes that the equity element of its proposed
consideration offers investors an opportunity to participate in the ongoing
success of the Enlarged Group.
The Board of Phoenix continues to seek the recommendation of the Independent
Committee of the Board of ICM.
Phoenix expects to post the documentation in relation to its Offer in due
course.
In the meantime shareholders of ICM are urged to take no action in relation to
the Fawkes Offers.
Nick Robinson, Chief Executive of Phoenix commented: 'We are greatly encouraged
by the level of support that leading shareholders in ICM have shown for the
Phoenix Offer and our share price performance since we announced it. I believe
it is in the interests of all actual and potential stakeholders in ICM,
including its employees, suppliers and customers, as well as its shareholders,
for the Independent Committee to end the uncertainty surrounding ICM promptly by
recommending the Phoenix Offer.'
Terms used in this announcement shall, unless the context requires otherwise,
have the meanings given to them in Phoenix's Offer Announcement of 28 March
2007.
ENQUIRIES
For further information, please contact:
Phoenix
Nick Robinson 01604 669 597
David Simpson
UBS Investment Bank (Financial adviser and broker to Phoenix)
Adrian Haxby 020 7567 8000
Craig Calvert
Financial Dynamics (Public relations adviser to Phoenix)
Giles Sanderson 020 7831 3113
Harriet Keen
The Phoenix Directors accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the Phoenix
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement is in accordance with the facts
and does not omit anything likely to affect the import of such information.
UBS Limited is acting exclusively for Phoenix in connection with the Offer and
will not be responsible to any person other than Phoenix for providing the
protections afforded to customers of UBS or for providing advice in relation to
the Offer or any other matter referred to or contained in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities or the solicitation of any vote for
approval in any jurisdiction. Any acceptance or other response to the Offer
should be made only on the basis of information referred to in the Offer
Document which Phoenix intends to despatch in due course to ICM Shareholders
and, for information only, to participants in the ICM Share Schemes.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law. Therefore, any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction. Any failure to comply with these
requirements may constitute a violation of the securities laws of any such
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
|
