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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Abacus Group | LSE:ABU | London | Ordinary Share | GB0000305796 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 55.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMABU RNS Number : 0536M Electron House (Overseas) Limited 21 January 2009 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. FOR IMMEDIATE RELEASE 21 January 2009 Recommended Cash Offer by Electron House (Overseas) Limited, a wholly-owned subsidiary of Avnet, Inc. for Abacus Group plc Delisting and Cancellation of Trading and Commencement of the Compulsory Acquisition Procedure Offer unconditional in all respects The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited (Electron) announced on 19 January 2008 that Electron's offer for the entire issued and to be issued share capital of Abacus Group plc (Abacus) (the Offer) had been declared unconditional in all respects. As at 3:00 p.m. on 19 January 2009, valid acceptances of the Offer had been received in respect of 70,394,806 Abacus Shares, representing approximately 95.7 per cent. of Abacus's issued ordinary share capital. The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptance until further notice Delisting and cancellation of trading Electron has procured the making of an application by Abacus for the cancellation of admission to trading of the Abacus Shares on the London Stock Exchange and for Abacus's listing on the Official List of the UK Listing Authority to be cancelled. It is anticipated that the cancellation of listing and trading will take effect on 18 February 2009. Compulsory acquisition On 19 January 2009, Electron announced that it intended to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Abacus Shares in respect of which acceptances have not been received on the same terms as the Offer. Electron now announces that it has initiated the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006 and has today posted formal notices pursuant to section 980(1) of the Companies Act 2006 to all Abacus Shareholders who have not yet accepted the Offer. Abacus Shareholders who have neither accepted the Offer by 5 March 2009 nor made an application to court under section 986 of the Companies Act 2006 by that date will have their Abacus Shares transferred to Electron pursuant to the compulsory acquisition procedure under Chapter 3 of Part 28 of the Companies Act 2006. Acceptance Procedure Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in CREST), should complete, sign and return the Form of Acceptance in accordance with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as possible. Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in CREST), should comply with the procedure for acceptance set out in paragraph 16 (c) of Part II of the Offer Document as soon as possible. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Registrar, Computershare Investor Services PLC, on +44 870 889 3162. Disclosures Prior to 18 September 2008 (the commencement of the Offer Period for Abacus under the Code), neither Electron nor any person acting in concert with Electron held any Abacus Shares or other securities of Abacus. Save as set out above neither Electron nor any person acting in concert with Electron has acquired or agreed to acquire any Abacus Shares or other securities of Abacus during the Offer Period. Definitions used in the Offer Document dated 7 November 2008 have the same meanings when used in this announcement, unless the context requires otherwise. Enquiries +------------------------------------------------+-------+-------------------+ | AVNET, INC. | | Telephone: | +------------------------------------------------+-------+-------------------+ | Vincent Keenan, Vice President and Director, | US | +1 480 643 7053 | | Investor Relations | | | +------------------------------------------------+-------+-------------------+ | Georg Steinberger, Vice President, | GER | +49 81 2177 4203 | | Communications | | | +------------------------------------------------+-------+-------------------+ +------------------------------------------------+-------+------------------+ | BANC OF AMERICA SECURITIES | | Telephone: | +------------------------------------------------+-------+------------------+ | (Financial adviser to Avnet and Electron) | | | +------------------------------------------------+-------+------------------+ | Derek Shakespeare, Managing Director - | UK | +44 20 7174 4800 | | European M&A | | | +------------------------------------------------+-------+------------------+ | Georg Schloendorff, Managing Director - | US | +1 646 855 0902 | | Technology M&A | | | +------------------------------------------------+-------+------------------+ | Hugh Moran, Associate - European M&A | UK | +44 20 7174 4411 | +------------------------------------------------+-------+------------------+ This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document which contains the full terms and conditions of the Offer. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Abacus Shareholders are advised to read the formal documentation in relation to the Offer carefully. The directors of Avnet and Electron accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of Avnet and Electron (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Banc of America Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Avnet and Electron in connection with the Offer and for no-one else and will not be responsible to anyone other than Avnet and Electron for providing the protections afforded to clients of Banc of America Securities or for providing advice in relation to the Offer or any other matters referred to in this announcement. HSBC, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Abacus in connection with the Offer and for no-one else and will not be responsible to anyone other than Abacus for providing the protections afforded to clients of HSBC or for providing advice in relation to the Offer or any other matters referred to in this announcement. Overseas Jurisdictions The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements of that jurisdiction. The release, publication or distribution of this document in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. The Offer is not being made, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Copies of this document, the Offer Document and the Form of Acceptance and any accompanying document are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving this document, the Offer Document or the Form of Acceptance (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Further details in relation to overseas shareholders are contained in the Offer Document. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Abacus, all "dealings" in any "relevant securities" of Abacus (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 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 Abacus, 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 Code, all "dealings" in "relevant securities" of Abacus by Avnet or Abacus, 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. This information is provided by RNS The company news service from the London Stock Exchange END OUPBBMRTMMITBRL
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