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Recommended Acquisition

by

HCL EAS Limited

an indirect wholly-owned subsidiary of

HCL Technologies Limited

of

Axon Group plc

Court sanction of HCL Scheme

Axon Group plc ('Axon' or the 'Company') announces that, the High Court of Justice has today made an order sanctioning the HCL Scheme by which HCL EAS's acquisition of Axon is being implemented.

In order for the HCL Scheme to become Effective, the Court will now need to confirm the associated HCL Capital Reduction at the HCL Reduction Court Hearing. This hearing will take place on 12 December 2008.  It is expected that the last day of dealings in Axon Shares will be 11 December 2008 and that the listing and admission to trading on the London Stock Exchange's main market for listed securities of Axon Shares will be cancelled at 8.00 a.m. on 16 December 2008, the day following the anticipated effective date of the HCL Scheme.

A request has been made to each of the London Stock Exchange and the UKLA to cancel the trading in Axon Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Axon Shares from the Official List, in each case, with effect from the day following the HCL Effective Date.

A detailed timetable of events for the HCL Scheme is set out in the scheme document dated 24 October 2008 (the 'Scheme Document').

Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne Clarke at One London Wall, London EC2Y 5EB, up to and including the HCL Effective Date.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Enquiries:

Axon Stephen Cardell Iain McIntosh Roy Merritt	Tel: +44 (0)1784 480 800
Citi (financial adviser and joint corporate broker to Axon)  William Barter Richard Moore Charles Lytle	Tel: +44 (0)20 7986 6946 Tel: +44 (0)20 7986 5376 Tel: +44 (0)20 7986 0519
Panmure Gordon (joint corporate broker to Axon) Dominic Morley	Tel: +44 (0)20 7614 8388
Bell Pottinger (PR adviser to Axon) Laura Pope Mike Davis	Tel: +44 (0)20 7861 3232
HCL Technologies Sandip Gupta Ram Krishna	Tel: +91 12 0438 1095
Merrill Lynch (financial adviser to HCL) Kevin J. Smith Mohsin Rashid Raphael Grunschlag Andrew Fairclough (Corporate Broking)	Tel: +44 (0)20 628 1000
Standard Chartered (financial adviser to HCL) Amer Baig Thomas Pfeiffer	Tel: +44 (0)20 7885 8888
Maitland (PR adviser to HCL) Philip Gawith Liz Morley	Tel: +44 (0)20 7379 5151

Citi, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Axon and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than Axon for providing the protections afforded to clients of Citi nor for providing advice in relation to the HCL Acquisition, the content of this announcement or any matter referred to herein.

Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and HCL EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS for providing the protections afforded to clients of Merrill Lynch nor for providing advice in relation to the HCL Acquisition, the content of this announcement or any matter referred to herein.

Standard Chartered, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and HCL EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS for providing the protections afforded to clients of Standard Chartered nor for providing advice in relation to the HCL Acquisition, the content of this announcement or any matter referred to herein.

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 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 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.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Axon by HCL Technologies or 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 City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.

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