HCL Scheme Effective

    RNS Number : 1279K
  Axon Group PLC
  15 December 2008
   


    Recommended Acquisition

    by

    HCL EAS Limited
    an indirect wholly-owned subsidiary of

    HCL Technologies Limited

    of

    Axon Group plc

    HCL Scheme Effective
    Axon Group plc ("Axon" or the "Company") announces that the HCL Court Orders relating to the HCL Scheme and the associated HCL Capital
Reduction have now been delivered to the Registrar of Companies (and, in relation to the HCL Reduction Court Order, such order (together
with the HCL Minute attached thereto) has been registered by the Registrar of Companies), and, accordingly, the HCL Scheme has now become
Effective in accordance with its terms.
    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. tomorrow, 16 December 2008.

 The latest date for despatch of cheques and the crediting of CREST accounts for cash consideration due under the HCL Scheme will be 29
December 2008.
    Words and expressions defined in the scheme document dated 24 October 2008 shall, unless the context provides otherwise, have the same
meanings in this announcement.
    Enquiries:
 Axon
 Stephen Cardell                 Tel: [phone]
 Iain McIntosh
 Roy Merritt

 Citi (financial adviser and
 joint corporate broker to
 Axon) 
 William Barter                  Tel: [phone]
 Richard Moore                   Tel: [phone]
 Charles Lytle                   Tel: [phone]

 Panmure Gordon (joint
 corporate broker to Axon)       Tel: [phone]
 Dominic Morley

 Bell Pottinger (PR adviser to
 Axon)                           Tel: [phone]
 Laura Pope
 Mike Davis

 HCL Technologies
 Sandip Gupta                    Tel: [phone]
 Ram Krishna

 Merrill Lynch (financial
 adviser to HCL)                 Tel: [phone]
 Kevin J. Smith
 Mohsin Rashid
 Raphael Grunschlag
 Andrew Fairclough (Corporate
 Broking)

 Standard Chartered (financial
 adviser to HCL)                 Tel: [phone]
 Amer Baig
 Thomas Pfeiffer

 Maitland (PR adviser to HCL)
 Philip Gawith                   Tel: [phone]
 Liz Morley


    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 [phone]; fax +44 (0) 20
7638 1554.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
OUPILFVIFLLELIT