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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

4 November 2008 

Recommended Acquisition

by

HCL EAS Limited

an indirect wholly owned subsidiary of

HCL Technologies Limited (''HCL'')

of

Axon Group Plc (''Axon'' or the ''Company'')

Receipt of irrevocable undertakings to vote in favour of the HCL Scheme

On 24 October 2008, the document containing the HCL Scheme was sent to Axon Shareholders (the 'Scheme Document'). Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.

In accordance with Rule 8.4 of the Code, HCL EAS announces that, on 3 November 2008, the Axon Directors (other than Mr Royston Hogarth) and a key employee of Axon entered into irrevocable undertakings with HCL EAS pursuant to which each of them has irrevocably undertaken to vote (or procure the vote) in favour of the resolutions to be proposed at the HCL Meetings (or, in the event that the HCL Acquisition is implemented by way of a takeover offer, to accept or procure the acceptance of such offer) in respect of their entire beneficial holding of Axon Shares. Their beneficial holding is currently an aggregate of 147,420 Axon Shares, representing approximately 0.2 per cent. of the existing issued share capital of Axon (the 'Undertakings').

The Undertakings remain binding even if a higher offer is made by a third party, but cease to be binding (a) on the withdrawal or lapse of the HCL Scheme, or (b) if the HCL Acquisition is implemented by way of a takeover offer, on such offer lapsing or being withdrawn.

Further details of the Undertakings are set out in the appendix to this announcement.

Copies of the Undertakings will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Osborne Clarke, One London Wall, London EC2Y 5EB until the date on which the HCL Scheme becomes effective in accordance with its terms.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Axon, all 'dealings' in any 'relevant securities' of Axon (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 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the HCL Acquisition becomes effective, 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 Axon, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Axon by HCL EAS or Axon, 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 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

Details of the Undertakings

The persons named below have given or procured the giving of irrevocable undertakings in respect of the number of Axon Shares beneficially held by them. As at the date of this announcement the number of Axon Shares beneficially held by them and the number of Axon Shares which they may acquire pursuant to the vesting of existing awards under the Axon Share Schemes is as follows:

	Number of Axon Shares currently held	Number of Axon Shares to which individual may become entitled pursuant to the vesting of existing awards under the Axon Share Schemes
Director
Roy Merritt	31,900	0
David Oertle	40,000	0
Stephen Cardell	0	2,251,000
Iain McIntosh	0	156,383
Key employee
Ian Greenhalgh	75,520	1,023,454
Total	147,420	3,430,837

 

 

 

The Undertakings will extend to any interest in relevant securities in Axon which the giver of such undertaking acquires after the date of this announcement. Mr Royston Hogarth, a director of Axon, does not currently have an interest in any relevant securities of Axon.

ENDOUPILFVILELSIIT