ICM Computer Group PLC
18 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.
For immediate release 18 April 2007
Recommended Increased and Final Cash Offer
by
Fawkes Limited
for the whole of the issued and to be issued ordinary share capital of
ICM Computer Group plc
not already owned by Fawkes
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.
The Original Offer announcement was followed, on 27 March 2007, by the
announcement by Fawkes of a recommended increased cash offer for the entire
issued and to be issued share capital of ICM at an offer price of 433 pence per
ICM Share. Subsequent to that announcement, Phoenix announced, on 28 March 2007,
a cash and share offer for the entire issued and to be issued share capital of
ICM. Under the terms of the Phoenix Offer, ICM Shareholders would be entitled
to receive 230 pence in cash and 0.6176 shares in Phoenix per ICM Share, which
equated to a headline offer price, at that date, of 441.5 pence per ICM Share.
Following the announcement on 28 March 2007 of the Phoenix Offer, Fawkes has
held further discussions with the Independent Directors of ICM and their
advisers. As a result of these discussions, the Board of Fawkes and the
Independent Directors of ICM are pleased to announce that they have reached
agreement on the terms of a recommended, further increased and final cash offer
for the entire issued and to be issued share capital of ICM not already owned
by Fawkes.
2. Summary of the terms of the Increased Final Offer
Under the terms of the Increased Final Offer, ICM Shareholders will be entitled
to receive:
for each ICM Share 490 pence in cash
ICM Shareholders who validly accept the Increased Final 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 Final 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 Final Offer will be subject to the same terms and conditions as
set out in the Original Offer Document (save as set out or referred to in this
announcement and to be set out in the Offer Document) and, in the case of ICM
Shares held in certificated form, the Original Form of Acceptance (save as to
be set out in the Form of Acceptance).
The Increased Final Offer values the entire existing issued share capital of
ICM at approximately £104.6 million. The Increased Final Offer Price represents:
• a premium of approximately 80.8 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 66.2 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; and
• a multiple of approximately 32.7x 2006 diluted earnings per ICM 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
Final Offer.
It is intended that the acceptance condition applicable to the Increased Final
Offer, being the condition set out in paragraph 1 of Part A of Appendix I to
the Original Offer Document, be amended such that the reference to 'not less
than 90 per cent.' of the ICM Shares to which the Offer relates shall instead
refer to 'not less than 75 per cent.' of such ICM Shares.
Fawkes notes, however, that Phoenix has received irrevocable undertakings to
accept the Phoenix Offer in respect of, in aggregate, 7,512,639 ICM Shares,
representing approximately 35.2 per cent. of the existing issued share capital
of ICM. Phoenix has stated that these irrevocable undertakings cease to be
binding in the event that the Phoenix Offer lapses.
Fawkes will take into account a number of factors in deciding whether to waive
down the 75 per cent. acceptance condition. These factors would include
(without limitation) the level of support from those ICM Shareholders who have
given irrevocable undertakings to accept the Phoenix Offer. Fawkes may consider
declaring the Increased Final Offer unconditional as to acceptances once Fawkes
has acquired or agreed to acquire (whether pursuant to the Increased Final Offer
or, unconditionally, otherwise), directly or indirectly, ICM Shares carrying,
in aggregate, more than 50 per cent. of the voting rights exercisable at general
meetings of ICM attaching to all ICM Shares, whether issued or unissued,
comprised in the Fully Diluted ICM Share Capital. However, at this stage there
can be no certainty that this will be case.
3. Fawkes' views regarding a possible increased offer from Phoenix
The Directors of Fawkes believe that there is likely to be some speculation
over whether Phoenix will increase its offer further in response to the
Increased Final Offer referred to in this announcement.
If Phoenix were to increase their offer further, Fawkes believes that, in
considering such an offer, ICM Shareholders should give careful consideration
to the following:
• Phoenix will have raised its offer substantially from its original
position. ICM Shareholders should consider the point at which any increased
offer from Phoenix ceases to be earnings enhancing for Phoenix and the
possible consequent adverse effect on the value of Phoenix shares offered
as part of any offer for ICM by Phoenix;
• there is an integration risk inherent in any offer from Phoenix which
Phoenix has not referred to in its communications to ICM Shareholders or
Management. The Board of Fawkes believes that this risk should not be
underestimated. In this regard, a number of ICM customers and potential ICM
customers have already expressed concerns to ICM about the possibility of
any Phoenix offer being successful. These integration risks do not exist
with the Increased Final Offer from Fawkes;
• Phoenix included in its announcement of 13 April 2007 a statement that
'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'. In the opinion
of the Board of Fawkes, this statement is inconsistent with the expected
cost synergies referred to by Phoenix in its announcement dated 28 March
2007, and the concerns already expressed by ICM customers and potential ICM
customers to ICM about the possibility of any Phoenix offer being
successful; and
• the certainty attaching to this all cash Increased Final Offer from
Fawkes contrasts with the uncertainty of the future value of the Phoenix
ordinary shares that are being offered as part of the current, or any
revised offer, for ICM by Phoenix.
4. Recommendation
The Independent Directors, who have been so advised by Close Brothers, consider
the terms of the Increased Final Offer to be fair and reasonable. In providing
advice on the Increased Final 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
Final Offer are in the best interests of ICM Shareholders as a whole and have
unanimously agreed to recommend that ICM Shareholders accept the Increased Final
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.
In recommending the Increased Final Offer, the Independent Directors considered
the following factors, amongst others:
• the Increased Final Offer provides certainty of value through a cash
offer at an attractive price;
• the Increased Final Offer provides ICM Shareholders with an opportunity
to realise their investment for cash at a very significant premium to the
pre-Offer Period share price free of transaction costs. The Increased Final
Offer Price represents:
- a premium of approximately 80.8 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 66.2 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;
• ICM Shareholders representing, in aggregate, approximately 38.36 per
cent. of ICM's existing issued share capital have indicated their support
for the Increased Final Offer;
• the Independent Directors have not received any proposal at a price
higher than the Increased Final Offer; and
• the Increased Final Offer represents a multiple of approximately 32.7x
2006 diluted earnings per ICM Share.
The Independent Directors fully endorse the Increased Final Offer from Fawkes as
set out in paragraph 2 above.
5. Irrevocable undertakings, letters of intent and acquisition of ICM Shares
Those Independent Directors who are interested in ICM Shares have given
irrevocable undertakings to Fawkes to accept the Increased Final 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 0.31 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 Final
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 and discounting such
ICM Shares which are held by persons acting in concert with Fawkes
approximately, 7.25 per cent. of the existing issued Independent ICM Shares.
In addition, letters of intent to accept the Increased Final Offer have been
received in respect of, in aggregate, 3,216,037 ICM Shares representing
approximately 15.06 per cent. of the existing issued share capital of ICM.
Further, earlier today Fawkes acquired 575,000 ICM Shares at a price of 490
pence per ICM Share, representing approximately 2.69 per cent. of the existing
issued share capital of ICM.
As announced on 13 April 2007, by 3.00 p.m. on 12 April 2007, Fawkes had
received valid acceptances of the Original Offer in respect of, in aggregate,
1,561,125 ICM Shares representing approximately 7.31 per cent. of the existing
issued share capital of ICM. Of those acceptances, acceptances in respect of
1,339,342 ICM Shares were subject to irrevocable undertakings or letters of
intent to accept the Offer as set out above.
Accordingly, Fawkes either owns, has received irrevocable undertakings or
letters of intent to accept the Increased Final Offer or has received valid
acceptances of the Offer in respect of, in aggregate, 8,188,976 ICM Shares
representing approximately 38.36 per cent. of the existing issued share capital
of ICM and irrevocable undertakings to vote in favour of the Ordinary Resolution
have been received by Fawkes in respect of, in aggregate, 1,356,154 ICM Shares
representing approximately 7.55 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,
1,356,154 ICM Shares representing approximately 6.35 per cent. of the existing
issued share capital of ICM.
Further details of these irrevocable undertakings, the letters of intent and the
share acquisition, 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 Final 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 29.53 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
of Fawkes Group Limited held by Management and a non-executive Chairman to be
appointed will be subject to a downward adjustment of up to 7.71 per cent. of
the entire issued ordinary share capital of Fawkes Group Limited (on the
assumption that a warrant granted by Fawkes Group Limited as part of the
financing arrangements of the Increased Final Offer has been exercised in full)
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 Final Offer regardless of whether the
performance conditions applying to such options have been satisfied at the time
of such change of control. These proposed amendments only apply to a change of
control arising as a result of the Increased Final Offer, and do not become
exercisable on a change of control arising from any other third party offer,
including the Phoenix Offer. These amendments are being proposed in order to
enable all employees of ICM who hold options under the 1998 Approved Scheme and
the 1998 Unapproved Scheme to participate in the benefit of the Increased Final
Offer. 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, the Original
Extraordinary General Meeting was adjourned sine die, i.e. until further notice,
and it is intended to 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 0.31 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 unanimously
agreed to recommend 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 Final Offer and who are eligible to vote on the Ordinary
Resolution, which, in aggregate, amount to 1,356,154 ICM Shares representing
approximately 7.55 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, 1,356,154 ICM Shares
representing approximately 6.35 per cent. of the existing issued share capital
of ICM.
8. Financing the Increased Final Offer
The consideration payable under the Increased Final 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 Final Offer.
9. Inducement fee
As an inducement to Fawkes to make the Increased Final Offer, ICM has agreed to
pay an inducement fee to Fawkes of £1,065,012 (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 Final 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 whenever announced in accordance with
Rule 2.5 of the City Code (whether before, on or after the date of this
announcement) becomes or is declared unconditional in all respects or otherwise
becomes effective in accordance with its terms; 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 and the inducement fee agreement
summarised in the announcement made on 27 March 2007.
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) and the interests of Fawkes and
persons acting in concert with Fawkes 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
Graham Strand 815,328^
Gerard Boitelle 113,000**
Fawkes 575,000
+ 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.
^ 193,727 of these ICM Shares are registered in the joint ownership of Graham
Strand, Carolyn Strand and Clare Strand, 542,688 of these ICM Shares are
registered in the name of L R Nominees Limited and 78,913 of these ICM Shares
are registered in the name of TD Waterhouse.
** 70,000 of these ICM Shares are registered in the joint ownership of Gerard
Boitelle, Andrea Boitelle and Kenneth Gledhill, 15,000 of these ICM Shares are
registered in the name of Andrea Boitelle and 28,000 of these ICM Shares are
registered in the name of Giltspur Nominees Limited.
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 Date of Exercise Normal date of
Share Option Scheme ICM grant price exercise
relevant (pence)
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
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 Final 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 Final 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 Final 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 Final Offer. These proposed amendments only
apply to a change of control arising as a result of the Increased Final Offer,
and do not become exercisable on a change of control arising from any other
third party offer, including the Phoenix Offer. These amendments are being
proposed in order to enable all employees of ICM who hold options under the 1998
Approved Scheme and the 1998 Unapproved Scheme to participate in the benefit of
the Increased Final 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 Final Offer and acceptances thereof will be governed by English
Law. The Increased Final 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 Final Offer will be subject to the same terms and conditions (save
as referred to 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 Final 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 Final 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 Final 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 Final
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 Final 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 Final 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 Final 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 Final
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 Final
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 Final Offer, including details of
how the Increased Final Offer may be accepted. Any acceptance or other response
in relation to the Increased Final 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 Final Offer.
The availability of the Increased Final 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 Final 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 Increased Final 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, LETTERS OF INTENT AND SHARE ACQUISITION
Fawkes has received the following irrevocable undertakings to accept the
Increased Final 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 Final 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 515 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 Final 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 539 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 Final 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 539 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 Final Offer lapsing or being
withdrawn.
Fawkes has received the following letters of intent to accept the Increased
Final Offer:
Name Number of ICM Shares
M&G Investment Management Limited 1,150,000
Scottish Widows Investment Partnership Limited 2,066,037
Total 3,216,037
Fawkes earlier today acquired 575,000 ICM Shares, representing approximately
2.69 per cent. of the existing issued share capital of ICM. These ICM Shares
were acquired by way of the following dealings:
Purchase / sale Number of ICM Shares Price per ICM Share
Purchase 575,000 490p
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 of ICM are references to ICM
Shares in issue on 17 April 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 Final 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 17 April 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 490 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 Final Offer premium of 66.2 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
ADDITIONAL Definitions
+-------------------+---------------------------------------------------+
|'Extraordinary |the extraordinary general meeting of the Company to|
|General Meeting' |be 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 |
|Acceptance' |relating to the Increased Final Offer which, in |
| |relation to ICM Shares held in certificated form, |
| |will accompany the Offer Document; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Fully Diluted ICM |all existing issued ICM Shares and all other shares|
|Share Capital' |in ICM which may be required to be allotted or |
| |issued on exercise of option, subscription or |
| |conversion rights outstanding at that time, whether|
| |or not such rights are, at that time, capable of |
| |exercise; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'ICM Shares to |shall have the meaning given in paragraph 1(i) of |
|which the Offer |Part A of Appendix I to the Original Offer |
|relates' |Document; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Increased Final |the increased recommended final cash offer referred|
|Offer' |to in this announcement and to be made by Fawkes |
| |for the ICM Shares on the terms and subject to the |
| |conditions to be set out or referred to 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 Final |490 pence per ICM Share; |
|Offer Price' | |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Independent ICM |the ICM Shareholders other than Fawkes, Management,|
|Shareholders' |Graham Strand and Gerard Boitelle, and their |
| |immediate families, related trusts and other |
| |persons connected with them (within the meaning of |
| |section 346 of the Companies Act); |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Management |the arrangements relating to the investment by |
|Arrangements' |Management in 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 Final Offer; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Original |the announcement on 16 March 2007 setting out the |
|Announcement' |Original Offer; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Original |the extraordinary general meeting of the Company, |
|Extraordinary |notice of which was set out in the Original Offer |
|General Meeting' |Document, which was 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 |
|Acceptance' |authority 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|
|Document' |March 2007; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Phoenix' |Phoenix IT Group plc; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Phoenix Offer' |the offer for the entire issued and to be issued |
| |share capital of ICM as referred to in the |
| |announcement published by or on behalf of Phoenix |
| |via a Regulated Information Service on 28 March |
| |2007; |
| | |
| | |
+-------------------+---------------------------------------------------+
|'Revised Exchange |the Exchange Agreement to be entered into between |
|Agreement' |Fawkes Group Limited and Management, as amended to |
| |reflect the Increased Final Offer, further details |
| |of which will be set out in the Offer Document; and|
| | |
| | |
+-------------------+---------------------------------------------------+
|'Revised Investment| the Investment Agreement as amended by an |
| Agreement' | agreement made between Fawkes Group Limited, the |
| | Company, Management, the 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
|
