We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Deltron Elec. | LSE:DET | London | Ordinary Share | GB0002618410 | 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% | 262.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:1704T Abacus Group PLC 26 October 2005 For immediate release 26 October 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Abacus Group plc ("Abacus") and Deltron Electronics plc ("Deltron") Recommended offer for Deltron Electronics plc by Abacus Group plc The Boards of Abacus and Deltron announce that they have reached agreement on the terms of a recommended all share offer for the whole of the issued and to be issued share capital of Deltron, a pan-European specialist distributor of electromechanical components and solutions and manufacturer of electromechanical components, sub-assemblies and related tools and production aids. The Acquisition will be implemented by way of a scheme of arrangement under section 425 of the Companies Act. * The consideration payable to Deltron Shareholders will comprise 0.6432 New Abacus Shares for each Deltron Share and, based on the Abacus Closing Price of 106.5 pence on 25 October 2005, values each Deltron Share at 68.5 pence. * The proposed all share consideration values the existing issued share capital of Deltron at approximately #28.4 million and, following completion of the Acquisition, existing Deltron Shareholders will hold approximately 38.5 per cent. of the Enlarged Group. * The Offer Price represents a premium of approximately 45.7 per cent. to the Deltron Closing Price of 47.0 pence on 24 October 2005 and a premium of approximately 38.4 per cent. to the average price for one month to the same date of 49.5 pence per Deltron Share. * The Board of Abacus believes that the acquisition of Deltron will enable the Enlarged Group to offer a more comprehensive service to its customers and will facilitate growth of the business within Europe. The overlapping business activities in the UK, the Nordic Region and Italy will afford cost saving synergies, thereby strengthening the financial position of the Enlarged Group. * The estimated reduction in annual operating costs of the Enlarged Group will be approximately #3.5 million in the first full financial year following completion of the Acquisition and at least #5.0 million in the following financial year. The cost of achieving these savings is not expected to exceed #6.0 million (including #1.8 million of non-cash balance sheet adjustments but excluding estimated transaction costs).* * The Acquisition is expected to be earnings enhancing in the first full financial year following completion of the Acquisition.** * Upon the Scheme becoming effective, Jerry Vaughan is to be appointed to the Abacus Board as an executive director and David Weir is to be appointed to the Abacus Board as a non-executive director. * Irrevocable undertakings to vote in favour of the Scheme have been received from the Deltron Directors in respect of, in aggregate, 3,974,957 Deltron Shares, representing approximately 9.6 per cent. of the existing issued share capital of Deltron. * Irrevocable undertakings to vote in favour of the Acquisition at the Abacus Extraordinary General Meeting have been received from the Abacus Directors in respect of, in aggregate, 202,623 Abacus Shares, representing approximately 0.5 per cent. of the existing issued share capital of Abacus. * The Abacus Directors estimate that Abacus Group's profit before tax, exceptionals and goodwill will not be less than #8.0 million for the year ended 30 September 2005. The Abacus Group intends to announce its preliminary results for the year ended 30 September 2005 on or around 22 November 2005. * Abacus Shareholders will receive a second interim dividend of 3.6 pence per share in lieu of the final dividend that the Abacus Directors would otherwise expect to declare in respect of the year ended 30 September 2005. * The Deltron Directors estimate that Deltron's profit before tax, goodwill amortisation and exceptional items will not be less than #2.5 million for the financial year ended 30 September 2005. The Deltron Group intends to announce its preliminary results for the year ended 30 September 2005 on or around 22 November 2005. * Deltron Shareholders will, conditional upon the Scheme becoming effective, receive a second interim dividend of 1.386 pence per Deltron Share in lieu of the final dividend that the Deltron Directors would otherwise expect to declare in respect of the year ended 30 September 2005. * The Acquisition will be conditional on, inter alia, Abacus shareholder approval at the Abacus EGM and Admission. * The Boards of both Abacus and Deltron intend unanimously to recommend the Acquisition to their respective shareholders. Harry Westropp, Chairman of Abacus, commented: "The Board of Abacus believes that the Acquisition will enable the Enlarged Group to offer a more comprehensive service to its customers and will facilitate growth of the business within Europe. The Acquisition is in line with our strategy of expanding into new regions within Europe and improving our market share in those regions in which we have existing businesses." David Potter, Chairman of Deltron, commented: "The combination of Abacus and Deltron represents an exciting opportunity to capitalise on the strengths of both groups. It creates the opportunity for operating efficiencies, while reinforcing the position of the Enlarged Group in the markets in which it operates." This summary should be read in conjunction with the full text of the announcement. Enquiries: Abacus Group plc (01635) 36222 Martin Kent, Chief Executive Officer Peter Allen, Chief Financial Officer Deltron Electronics plc (01638) 561 156 Christopher Sawyer, Group Chief Executive Derek O'Neill, Group Finance Director Hoare Govett Limited (financial adviser and broker to Abacus) (020) 7678 8000 John MacGowan Justin Jones Sean Wegerhoff Hawkpoint Partners Limited (financial adviser to Deltron) (020) 7665 4500 Christopher Darlington Jonathan Coddington Jeremy Millard Evolution Securities Limited (broker to Deltron) (020) 7071 4300 Tim Worlledge Buchanan Communications (020) 7466 5000 Tim Anderson * The expected pre-tax cost savings have been calculated on the basis of the existing cost and operating structures of the companies and by reference to current prices and exchange rates and the current regulatory environment. These statements of pre-tax cost savings and costs for achieving them relate to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. Because of this, the cost savings referred to may not be achieved, or those achieved could be materially different from those estimated. This statement should not be interpreted to mean that earnings per share in the first full financial year following completion of the Acquisition, or in any subsequent period, will necessarily match or be higher than those for the relevant preceding financial period. ** This statement does not constitute a profit forecast nor should it be interpreted to mean that earnings per share in the first full financial year following completion of the Acquisition, or in any subsequent period, will necessarily match or be higher than those for the relevant preceding financial period. Appendix I(a) contains the Abacus Profit Estimate. Appendix I(b) contains the Deltron Profit Estimate. Appendix II contains the conditions of the Acquisition and implementation of the Scheme. Appendix III contains the definitions of terms used in this announcement. Hoare Govett, which is authorised and regulated in the UK by the Financial Services Authority, is acting for Abacus and no-one else in connection with the Proposal and will not be responsible to anyone other than Abacus for providing the protections afforded to clients of Hoare Govett nor for providing advice in relation to the Proposal nor any other matter referred to in this announcement. Hawkpoint, which is authorised and regulated in the UK by the Financial Services Authority, is acting as financial adviser to Deltron in connection with the Proposal and no-one else and will not be responsible to anyone other than Deltron for providing the protections afforded to clients of Hawkpoint nor for providing advice in relation to the Proposal nor any other matter referred to in this announcement. Evolution Securities Limited, which is authorised and regulated in the UK by the Financial Services Authority, is acting as corporate broker to Deltron and no-one else in connection with the Proposal and will not be responsible to anyone other than Deltron for providing the protections afforded to clients of Evolution Securities Limited, nor for providing advice in relation to the Proposal nor any other matter referred to in this announcement. Hoare Govett has given and not withdrawn its written consent to the inclusion in this announcement of its name and of its letter in Appendix I(a) and the references to that letter in the form and context in which they appear. Hawkpoint has given and not withdrawn its written consent to the inclusion in this announcement of its name and of its letter in Appendix I(b) and the references to that letter in the form and context in which they appear. Ernst & Young LLP has given and not withdrawn its written consent to the inclusion in this announcement of its letter in Appendix I(a) and the references to that letter in the form and context in which they are included. Deloitte & Touche LLP has given and not withdrawn its written consent to the inclusion in this announcement of its letter in Appendix I(b) and the references to that letter in the form and context in which they are included. This announcement does not constitute an offer or invitation to acquire or exchange securities in Abacus or Deltron. Any such offer or invitation will only be made in documents to be published in due course and any such acquisition or exchange should be made solely on the basis of information contained in any such documents. The availability of the Proposal to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. The implications of the Scheme for persons resident in, or citizens of, jurisdictions outside the UK ("Overseas Shareholders") may be affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, any person who, alone or acting together with any other person(s) pursuant to an agreement or understanding (whether formal or informal) to acquire or control securities of Abacus or Deltron, owns or controls, or becomes the owner or controller, directly or indirectly, of one per cent. or more of any class of securities of Abacus or Deltron is required to disclose, by not later than 12.00 noon (London time) on the business day following the date of the relevant transaction, every dealing in any relevant securities of that company (or in any option in respect of, or derivative referenced to, any such securities) during the period to the date on which the Scheme becomes effective or is withdrawn. Under the provisions of Rule 8.1 of the Code, all dealings in relevant securities of Abacus or Deltron by Abacus or Deltron or by any of their respective "associates" (within the meaning of the Code) must also be disclosed. 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 7638 0129; fax +44 (0) 20 7236 7013. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Abacus Group plc ("Abacus") and Deltron Electronics plc ("Deltron") Recommended offer for Deltron Electronics plc by Abacus Group plc 1. Introduction The Boards of Abacus and Deltron announce that they have reached agreement on the terms of a recommended all share offer for the whole of the issued and to be issued share capital of Deltron. The Acquisition will be implemented by way of a scheme of arrangement under section 425 of the Companies Act. The Board of Abacus believes that the acquisition of Deltron will enable the Enlarged Group to offer a more comprehensive service to its customers and will facilitate growth of the business within Europe. The overlapping business activities in the UK, the Nordic Region and Italy will afford cost saving synergies, thereby strengthening the financial position of the Enlarged Group. 2. The Scheme The Acquisition will be effected by way of a scheme of arrangement between Deltron and Deltron Shareholders under section 425 of the Companies Act. The implementation of the Scheme is subject to satisfaction of the Conditions (which are set out in Appendix II to this announcement). If the Scheme becomes effective, the Deltron Shares will be cancelled and Deltron Shareholders on the Deltron register of members at the Scheme Record Date will receive: for each Deltron Share 0.6432 New Abacus Shares and so in proportion for any other number of Deltron Shares held. On the Scheme becoming effective, it will be binding on all holders of Deltron Shares including any Deltron Shareholders who did not vote to approve the Scheme or who voted against the Scheme. The Scheme is expected to result in the issue to Deltron Shareholders of approximately 26.6 million New Abacus Shares, representing approximately 38.5 per cent. of the enlarged issued share capital of Abacus. On the basis of the Abacus Closing Price of 106.5 pence on 25 October 2005 (being the last business day immediately prior to the publication of this announcement) the Acquisition values each Deltron Share at 68.5 pence and the entire existing issued share capital of Deltron at approximately #28.4 million. The Offer Price represents a premium of approximately 45.7 per cent. to the Deltron Closing Price of 47.0 pence on 24 October 2005 (being the last business day immediately prior to the announcement by Deltron that it was in discussions which may or may not lead to a recommended offer for Deltron) and approximately 38.4 per cent. to the average price for one month to the same date of 49.5 pence per Deltron Share. The Abacus Directors and the Deltron Directors believe that the Scheme is likely to become effective in mid-January 2006. The Acquisition has the unanimous support of the Boards of both Abacus and Deltron who intend unanimously to recommend the Acquisition to their respective shareholders. 3. Background to, reasons for and benefits of the Acquisition The Board of Abacus believes that the Acquisition will enable the Enlarged Group to offer a more comprehensive service to its customers and will facilitate growth of the business within Europe. The overlapping business activities in the UK, the Nordic Region and Italy will afford cost saving synergies, thereby strengthening the financial position of the Enlarged Group. The Abacus Directors and the Proposed Directors estimate that the Acquisition will lead to a reduction in the annual operating costs of the Enlarged Group of approximately #3.5 million in the first full financial year following completion of the Acquisition and at least #5.0 million in the following financial year. The cost of achieving these savings is not expected to exceed #6.0 million (including #1.8 million of non-cash balance sheet adjustments but excluding estimated transaction costs).(1) The Abacus Directors and the Proposed Directors believe that the Acquisition will be earnings enhancing in the first full financial year following completion of the Acquisition.1 4. Principal terms and conditions of the Acquisition and implementation of the Scheme The Acquisition will be effected in accordance with the requirements of the City Code and is conditional on, inter alia, the approval of Abacus Shareholders and the admission of the New Abacus Shares to the Official List and to trading on the London Stock Exchange's market for listed securities. Deltron Shareholders will, in respect of their Deltron Shares, receive a second interim dividend of 1.386 pence per Deltron Share in lieu of the final dividend which the Deltron Directors would otherwise expect to declare in respect of the year ended 30 September 2005. The second interim dividend will be payable to Deltron Shareholders recorded on the register on the Scheme Record Date; the second interim dividend will be paid as soon as reasonably practicable following the Scheme becoming effective. Deltron Shareholders will not, in respect of the New Abacus Shares to be issued pursuant to the Acquisition, be entitled to receive any dividend relating to Abacus for the year ended 30 September 2005, although they will, in respect of the New Abacus Shares which they hold, be entitled to receive all future dividends declared by Abacus following completion of the Acquisition. Abacus Shareholders will, in respect of their Abacus Shares, receive a second interim dividend of 3.6 pence per Abacus Share in lieu of the final dividend which the Abacus Directors would otherwise expect to declare in respect of the year ended 30 September 2005. The second interim dividend will be payable on 3 January 2006 to holders of Abacus Shares recorded on the register on 2 December 2005. The New Abacus Shares will, when issued, be credited as fully paid and free from all liens, charges and encumbrances and will rank pari passu in all respects with the existing Abacus Shares. Application will be made to the UK Listing Authority for the New Abacus Shares to be admitted to the Official List and to the London Stock Exchange for the New Abacus Shares to be admitted to trading on its market for listed securities. Upon the Scheme becoming effective, fractions of New Abacus Shares will not be issued to Deltron Shareholders but will be sold in the market for the benefit of the Company. No compensation will be payable to Deltron Shareholders for these fractions. 5. Profit estimates, current trading, trends and prospects Abacus On 19 July 2005, following challenging trading conditions, Abacus announced that "profit for the year, before tax, exceptionals and goodwill, is expected to be not less than #8.0 million". Since 19 July 2005, current trading has continued in line with the Directors' expectations. Notwithstanding the challenging trading conditions, the Abacus Group has continued to perform well, gaining market share in the UK. The Abacus Directors and the Proposed Directors estimate that, on the basis of preparation set out in Appendix I(a) to this announcement, profit before tax, exceptionals and goodwill, will be not less than #8.0 million for the year ended 30 September 2005. Further information in respect of the Abacus Profit Estimate is set out in Appexdix I(a) to this announcement. The Abacus Group intends to announce its preliminary results for the year ended 30 September 2005 on or around 22 November 2005. Deltron On 9 June 2005, Deltron announced that "the Board remains confident that the Group's profit before tax, goodwill, amortisation and exceptional items over the full financial year should show a marked improvement on the previous 12 months, albeit less than current market expectations". Subsequently, on 28 September 2005, Deltron announced that trading had been in line with the Deltron Directors' expectations that the Deltron Group's profit before tax, goodwill amortisation and exceptional items for the full financial year should show a marked improvement on the previous twelve months. Since 28 September 2005, current trading has continued in line with the Deltron Directors' expectations. The Deltron Directors estimate that, on the basis of preparation and principal assumptions set out in Appendix I(b) to this announcement, the Deltron Group's profit before tax, goodwill amortisation and exceptional items for the financial year ended 30 September 2005 will show a marked improvement on the previous twelve months and will be not less than #2.5 million. Further information in respect of the Deltron Profit Estimate is set out in Appendix I(b) to this announcement. The Deltron Group intends to announce its preliminary results for the year ended 30 September 2005 on or around 22 November 2005. The Enlarged Group The Abacus Directors and the Proposed Directors believe that the Acquisition will enable the Enlarged Group to offer a more comprehensive service to its customers and will facilitate growth of the business within Europe. The overlapping business activities within the UK, the Nordic Region and Italy will afford cost saving synergies, thereby strengthening the financial position of the Enlarged Group. Notwithstanding challenging trading conditions, the Abacus Directors and the Proposed Directors view the Enlarged Group's prospects for the current financial year with confidence. 6. Information relating to the Abacus Group The Abacus Group is a leading franchised distributor of electronic components, flat-panel displays, printers and related products and provides additional value added services including technical support, cable and electromechanical sub-assembly and the design and build of display systems. The Abacus Group has nine principal trading businesses, operating in the UK, Ireland, Benelux, the Nordic Region and Italy, as set out below: * Abacus Polar distributes electronic components via a wide range of franchises across all product technologies through sales operations in locations covering the UK and Ireland; * Micromark C&CD is a narrow line, broad based technology electronic component distributor in the UK; * Trident specialises in flat-panel displays and printers in the UK with offices in Benelux and the Nordic Region; * TDC specialises in wireless and wired products for embedded applications in machine to machine, automotive, consumer electronic and telecommunication products; * Abacus Promax offers a comprehensive range of electronic technologies from leading suppliers through a network of six sales offices in Scandinavia; * ECC acts as a manufacturer's representative for a number of manufacturers and holds franchises across many product groups through a network of regional offices in Italy; * CTL and CCS offer a range of sub-contract manufacturing services to the electronics industry including standard cable assemblies, electromechanical sub-assembly through to complex box build and associated testing in the UK and Ireland; and * Dubilier markets a comprehensive range of passive products and electromechanical products in Europe selling both directly and through its distribution network. For the year ended 30 September 2004, the Abacus Group reported turnover of #187.8 million (2003: #147.0 million), profit before goodwill and taxation of #10.0 million (2003: #8.0 million) and basic earnings per share before goodwill of 15.9 pence (2003: 13.5 pence). For the six months ended 31 March 2005, the Abacus Group reported turnover of #87.1 million, profit before goodwill and taxation of #4.0 million and basic earnings per share before goodwill of 6.3 pence. As at 31 March 2005, the Abacus Group had net assets of #45.0 million. The Abacus Group employs approximately 750 people. On 28 July 2005, the Abacus Group acquired certain intangible assets connected with customer and supplier information from the administrator of Eurodis Electronics UK Limited in the UK for a consideration of #1.6 million in cash. 7. Information relating to the Deltron Group Deltron is a pan-European specialist distributor of electromechanical components and solutions, and is a manufacturer of electromechanical components, sub-assemblies and related tools and production aids. The majority of Deltron's distribution businesses operate in the UK and mainland Europe, primarily distributing switches, connectors, audible alarms and magnetics. The Deltron Group has operations in the UK, Denmark, France, Ireland, Germany, Italy, Sweden, the Netherlands, Austria, Norway and China. Deltron's manufacturing operations, Deltron Emcon and Deltron EMC (based in the UK and France, respectively), principally make electromechanical products and sub-assemblies comprising electromagnetic compatibility filters, a variety of connectors and other interconnect devices. The products manufactured and distributed by Deltron are used in a wide range of industry applications, including heating systems, coffee machines, motor vehicles and automotive parts, telecoms hardware, security systems, electronic point of sale devices, military applications, professional broadcasting systems and factory automation machinery. Deltron focuses on incorporating its components within customers' products during the design stage of new products at the customer's location. Representatives from Deltron help customers select and incorporate the most suitable component into the design during product development; the component is then referred to as being ''designed-in''. For the year ended 30 September 2004, the Deltron Group reported turnover of #65.7 million (2003: #64.0 million), profit before goodwill amortisation, operating exceptional items and taxation of #2.0 million (2003: #0.6 million), profit before taxation of #1.1 million (2003: loss of #1.5 million) and adjusted earnings per share before goodwill amortistion and operating exceptional items of 3.7 pence (2003: 1.6 pence). For the six months ended 31 March 2005, the Deltron Group reported turnover of #33.3 million, profit before goodwill amortisation, operating exceptional items and taxation of #1.4 million and adjusted earnings per share before goodwill amortistion and operating exceptional items of 2.6 pence. As at 31 March 2005, the Deltron Group had net assets of #19.3 million and gross assets of #42.6 million. The Deltron Group employs approximately 350 people. Deltron made the following two acquisitions in 2005: * in August 2005 Deltron acquired Deltrona Vertriebsgesellschaft fur elektronische Bauelemente GmbH of Germany, a specialist distributor of electromechanical components to the manufacturing industry, for an aggregate consideration of #2.5 million in cash; and * in July 2005 Deltron acquired the media business and assets of BES Electronics Limited, a specialist supplier of products to the media and broadcasting industry, for an aggregate consideration of #0.5 million in cash. 8. New Bank Facilities Abacus has entered into new banking arrangements with HSBC which comprise an #11 million revolving credit facility and a #4 million overdraft facility. The New Bank Facilities are in addition to the existing bank facilities of Abacus and will be used by Abacus, in part, to refinance the existing indebtedness of Deltron following completion of the Acquisition. 9. Shareholder meetings The implementation of the Scheme will require approval by a special resolution of Deltron Shareholders to be proposed at the Deltron EGM. The Scheme will also require separate approval by Deltron Shareholders at the Deltron Court Meeting (at which voting will be conducted by way of a poll). The approval required at the Deltron Court Meeting is a majority in number of those Deltron Shareholders present and voting, whether in person or by proxy, representing not less than 75 per cent. in value of the Deltron Shares held by such shareholders. The Acquisition will also require approval of the ordinary resolution by Abacus Shareholders which will be proposed at the Abacus EGM. The implementation of the Scheme can only take place if all the Conditions have been satisfied or, where relevant, waived. Assuming the satisfaction or, where appropriate, waiver of the Conditions, the Scheme will become effective on the delivery to the Registrar of Companies in England and Wales by Deltron of the Court Order sanctioning the Scheme (and related reduction of capital) and the registration of such Court Order. Once the Scheme becomes effective, it will be binding on all Deltron Shareholders whether or not they voted in favour. The Scheme Document setting out full details of the Acquisition and the Scheme, together with notices of the Court Meeting and the Deltron EGM and the expected timetable, will be posted as soon as practicable to Deltron Shareholders. In addition, Deltron Shareholders will receive the Prospectus in relation to the New Abacus Shares. At the same time, Abacus will send the Circular, containing a notice convening the Abacus EGM, to Abacus Shareholders together with a copy of the Prospectus. 10. Implementation agreement Abacus and Deltron have entered into an implementation agreement dated 26 October 2005 governing the conduct of the Scheme. Further details of this agreement will be set out in the Prospectus and in the Scheme Document. 11. Directors and employees Upon the Scheme becoming effective, the Proposed Directors will be appointed to the Abacus Board. Jerry Vaughan, who has worked for Deltron since February 2004 and has considerable experience of the electronic and electromechanical component industry, will be appointed to the Abacus Board as an executive director with the title "Managing Director - Deltron" and David Weir will be appointed to the Abacus Board as a non-executive director. It is expected that the remainder of the Deltron Directors will resign from the board of Deltron at that time, save that Christopher Sawyer will, pursuant to a compromise agreement entered into between himself and the Deltron Group, remain as a director of Deltron to assist the Enlarged Group with the integration of Deltron and Derek O'Neill will, pursuant to a compromise agreement entered into between himself and the Deltron Group, resign from the board of Deltron on 31 January 2006; David Potter will on his resignation receive compensation in accordance with his contractual entitlements. Further details of the compromise agreements are contained in paragraph 19 of this announcement. The Abacus Directors have confirmed that, following completion of the Acquisition, the existing employment rights, including pension rights, of all employees of Deltron will be fully safeguarded. 12. Undertakings (a) Irrevocable undertakings to vote in favour of the Proposal The Deltron Directors have entered into irrevocable undertakings to vote in favour of the Scheme Resolutions in respect of their respective entire beneficial and connected holdings of, in aggregate, 3,974,957 Deltron Shares, representing approximately 9.6 per cent. of the existing issued share capital of Deltron. These undertakings will continue to be binding even in the event of a higher competing offer for Deltron being announced and cannot be withdrawn other than in the event of the Scheme lapsing or being withdrawn. (b) Irrevocable undertakings to vote in favour of the Acquisition at the Abacus EGM The Abacus Directors have entered into irrevocable undertakings to vote in favour of the Resolution at the Abacus Extraordinary General Meeting in respect of their respective entire beneficial and connected holdings of, in aggregate, 202,623 Abacus Shares, representing approximately 0.5 per cent. of the existing issued share capital of Abacus. 13. Inducement fee arrangements Abacus and Deltron have today entered into an inducement fee arrangement, pursuant to which Deltron has agreed to pay Abacus a fee of #283,646 (being approximately one per cent. of the value of the existing issued share capital of Deltron calculated by reference to the Offer Price) in the event that the Acquisition is not completed because another offer for Deltron is announced and becomes unconditional in all respects or otherwise completes. Abacus has, pursuant to another agreement with Deltron entered into today, agreed to pay Deltron the same amount if an offer for Abacus is announced and becomes unconditional in all respects or otherwise completes. Abacus and Deltron have each undertaken to the other that, prior to the Scheme becoming effective or being withdrawn neither of them, nor their subsidiary undertakings, directors, agents, advisers or representatives will directly or indirectly solicit, initiate, or provide information which encourages the submission of, any proposals, or indications of interest for the purposes of attracting an alternative offer for Deltron or an offer for Abacus respectively. A party in breach of this obligation will be obliged to pay the other a fee of #283,646 if, as a result of such a breach, the Scheme lapses, is withdrawn or is otherwise no longer capable of becoming effective. 14. Share options Participants under the Deltron Share Schemes will, to the extent that their options are not already exercisable, become entitled to exercise all their options when the Scheme is sanctioned by the Court. In addition to being able to exercise their options in accordance with the rules of the Deltron Share Schemes, the participants will be offered the opportunity to exchange their options over Deltron Shares for options over Abacus Shares either in accordance with the rules of the Deltron Share Schemes, in the case of Revenue approved options (where applicable) or, in the case of unapproved options, on the basis that they will receive new options on broadly equivalent terms over Abacus Shares with an aggregate market value similar to that of the Deltron Shares released and at a similar aggregate exercise price. However, no performance conditions (to the extent that any currently apply) will apply to such new options over Abacus Shares. Participants under the Deltron Share Schemes will be sent details of the actions they may take in respect of their outstanding options in due course. 15. Accounting policies of the Enlarged Group The Enlarged Group will adopt the accounting policies of Abacus. The Board of Abacus believes that the impact of the differences between the accounting policies of Abacus and Deltron will not be significant. 16. Settlement, Admission and dealings Settlement Settlement of the consideration to which any Deltron Shareholder is entitled under the Scheme will be implemented in full, in accordance with the terms of the Scheme, free of any liens, right of set off, counterclaims or other analogous rights to which Abacus may otherwise be, or claim to be, entitled against such Deltron Shareholder. Application will be made to the UK Listing Authority for the New Abacus Shares to be admitted to the Official List and to the London Stock Exchange for the New Abacus Shares to be admitted to trading on its market for listed securities. It is expected that Admission will become effective and that dealings on the London Stock Exchange, for normal settlement, will commence on the Effective Date. The London Stock Exchange will be requested to cancel the trading in Deltron Shares on the London Stock Exchange's market for listed securities with effect from the close of business on the business day immediately prior to the Effective Date and the UK Listing Authority will be requested to cancel the listing of Deltron Shares from the Official List with effect from 8.00 a.m. on the Effective Date. On the Effective Date, share certificates in respect of Deltron Shares will cease to be valid and should, if so requested by Deltron, be sent to Deltron. In addition, entitlements to Deltron Shares held within the CREST system will be cancelled on the Effective Date. Further details on settlement, listing and dealing will be included in the documents to be sent to Abacus Shareholders and Deltron Shareholders. 17. Dividends and dividend policy Deltron Shareholders will, in respect of their Deltron Shares, receive a second interim dividend of 1.386 pence per share in lieu of the final dividend which the Deltron Directors would otherwise expect to declare in respect of the year ended 30 September 2005. The second interim dividend, which is in addition to the consideration which Deltron Shareholders will receive under the Scheme, will only be payable to Deltron Shareholders if the Scheme becomes effective. The second interim dividend will be payable as soon as reasonably practicable following the Scheme becoming effective to Deltron Shareholders recorded on the register on the Scheme Record Date. Deltron Shareholders will not, in respect of their New Abacus Shares, be entitled to receive any dividend relating to Abacus for the year ended 30 September 2005 although they will, in respect of the New Abacus Shares which they hold, be entitled to receive all future dividends declared by Abacus following completion of the Acquisition. Abacus Shareholders will receive a second interim dividend of 3.6 pence per share in lieu of the final dividend which the Abacus Directors would otherwise expect to declare in respect of the year ended 30 September 2005. The second interim dividend will be payable on 3 January 2006 to holders of Abacus Shares recorded on the register on 2 December 2005. The Abacus Group's dividend policy is to ensure that Abacus Shareholders benefit directly and smoothly from the successful growth of the business, while providing sufficient funds for investment in future growth. 18. Interests in shares Save for the irrevocable undertakings referred to in paragraph 12(a) above, neither Abacus nor any director of Abacus, nor, so far as Abacus is aware, any party acting in concert with Abacus, owns or controls any Deltron Shares or any rights over securities convertible or exchangeable into, or any rights to subscribe for or purchase, or any options to purchase, any Deltron Shares or holds any derivatives referenced to Deltron Shares. In the interests of confidentiality, Abacus has not made any enquiries in this respect of certain parties who may be presumed under the City Code to be acting in concert with it for the purposes of the Acquisition. 19. Additional information Under the terms of a compromise agreement dated 26 October 2005, Deltron and Christopher Sawyer have agreed that, if the Acquisition completes, the terms of his service agreement will be amended to reflect his revised status and to cancel any entitlement he may have for bonus related remuneration in return for which agreement Mr Sawyer will receive a compensation payment of #150,000. It is expected that Christopher Sawyer will remain with the Enlarged Group until 30 June 2006 when his contract will then be terminated in accordance with its terms. Under the terms of a compromise agreement dated 26 October 2005, Deltron and Derek O'Neill agreed that, if the Acquisition completes, his service agreement will terminate on 31 January 2006 when Mr O'Neill will receive a compensation payment of #226,000 in settlement of his contractual entitlements. The Scheme Document setting out full details of the the Acquisition and the Scheme, together with notices of the Court Meeting and the Deltron EGM and the expected timetable, will be posted as soon as practicable to Deltron Shareholders. In addition, Deltron Shareholders will receive the Prospectus in relation to the New Abacus Shares. At the same time, Abacus will send the Circular, containing a notice convening the Abacus EGM, to Abacus Shareholders, together with a copy of the Prospectus. In accordance with Rule 2.10 for the City Code, the existing issued share capital of Abacus comprises 42,583,507 ordinary shares of 5 pence each and the International Securities Identification Number for Abacus Shares is GB0000305796. The existing issued share capital of Deltron comprises 41,408,194 ordinary shares of 5 pence each and the International Securities Identification Number for Deltron Shares is GB0002618410. The expenses of, and incidental to, the Acquisition are estimated to amount, in aggregate, to approximately #2.1 million (exclusive of VAT). 20. Recommendations The Proposal has the unanimous support of the Boards of both Deltron and Abacus. Deltron The Board of Deltron, which has been so advised by Hawkpoint, considers the terms of the Acquisition to be fair and reasonable. In providing advice to the Deltron Directors, Hawkpoint has taken into account the commercial assessments of the Deltron Directors. Accordingly, the Deltron Directors intend unanimously to recommend that all Deltron Shareholders vote in favour of the Scheme Resolutions to be proposed at the Deltron Court Meeting and the Deltron EGM, as they have irrevocably undertaken to do in relation to their own respective beneficial shareholdings amounting, in aggregate, to 3,974,957 Deltron Shares, representing approximately 9.6 per cent. of the existing issued share capital of Deltron. Abacus The Abacus Board, which has been advised by Hoare Govett, considers the Acquisition and the Resolution to be in the best interests of Abacus and the Abacus Shareholders as a whole. In providing its advice to the Board, Hoare Govett has taken into account the Abacus Board's commercial assessment of the Acquisition. Accordingly, the Abacus Board intend unanimously to recommend that Abacus Shareholders vote in favour of the Resolution to be proposed at the Abacus EGM, as the Abacus Directors have irrevocably undertaken to do in respect of their own beneficial holdings which amount, in aggregate, to 202,623 Abacus Shares, representing approximately 0.5 per cent. of the existing issued share capital of Abacus. Appendix I(a) THE ABACUS PROFIT ESTIMATE The Abacus Profit Estimate On 19 July 2005, Abacus announced that "profit for the year, before tax, exceptionals and goodwill, is expected to be not less than #8.0 million". The Abacus Directors and the Proposed Directors estimate that, on the basis of preparation set out below, profit before tax, exceptionals and goodwill, will be not less than #8.0 million for the year ended 30 September 2005. The Abacus Directors have presented the Abacus Profit Estimate for profit before tax, goodwill amortisation and exceptional items, rather than profit before tax, as it is the same basis of profit used by the Abacus Group at the time it made its profit forecast on 19 July 2005. The Abacus Directors consider it to be more representative of the Abacus Group's underlying performance. Basis of preparation The Abacus Profit Estimate has been prepared using the accounting policies normally adopted by the Abacus Group and is based upon: a) the unaudited interim results for the six months ended 31 March 2005; and b) the unaudited management accounts for the six months ended 30 September 2005. No account has been taken of the expenses incurred by both Abacus and Deltron in relation to the Acquisition which are estimated to amount, in aggregate, to #2.1 million. Set out below is a letter from Ernst & Young LLP in relation to the Abacus Profit Estimate: "Ernst & Young LLP Apex Plaza Forbury Road Reading RG1 1YE The Directors and the Proposed Directors Abacus Group plc Abacus House Bone Lane Newbury Berkshire RG14 5SF The Directors Hoare Govett Limited 250 Bishopsgate London EC2M 4AA 26 October 2005 Dear Sirs Abacus Group plc We report on the profit estimate comprising an estimate of profit before tax, exceptionals and goodwill of Abacus Group plc (the "Company") and its subsidiaries (together the "Group") for the year ended 30 September 2005 (the " Abacus Profit Estimate"). The Abacus Profit Estimate and the basis on which it is prepared is set out in this announcement dated 26 October 2005. This report is required by Rule 28.3(b) of The City Code on Takeovers and Mergers (the "Code") and is given for the purpose of complying with that rule and for no other purpose. Responsibilities It is the responsibility of the directors of the Company to prepare the Abacus Profit Estimate in accordance with the requirements of the Code. It is our responsibility to form an opinion as required by the Code as to the proper compilation of the Abacus Profit Estimate and to report that opinion to you. Basis of preparation of the Abacus Profit Estimate The Abacus Profit Estimate is based on the unaudited interim financial results for the six months ended 31 March 2005 and the unaudited management accounts for the six months ended 30 September 2005. The Abacus Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Group. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information included in the Abacus Profit Estimate has been prepared and considering whether the Abacus Profit Estimate has been accurately computed using that information and consistent with the accounting policies of the Group. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Abacus Profit Estimate has been properly compiled on the basis stated. However, the Abacus Profit Estimate has not been audited. The actual results reported may be affected by required revisions to accounting estimates due to changes in circumstances or the impact of unforeseen events and we can express no opinion as to whether the actual results reported will correspond to those shown in the Abacus Profit Estimate and differences may be material. Opinion In our opinion, the Abacus Profit Estimate has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Group. Yours faithfully Ernst & Young LLP" Set out below is a letter from Hoare Govett in relation to the Abacus Profit Estimate: "250 Bishopsgate London EC2M 4AA The Directors and the Proposed Directors Abacus Group plc Abacus House Bone Lane Newbury Berkshire RG14 5SF 26 October 2005 Dear Sirs Abacus Group plc (the "Company") We refer to the statement by the directors of the Company (the "Directors") that "profit for the year, before tax, exceptionals and goodwill, is expected to be not less than #8.0 million" (the "Abacus Profit Estimate"). We have discussed the Abacus Profit Estimate, together with the basis upon which it has been made, with the Directors and with Ernst & Young LLP, the reporting accountants. We have also considered the letter dated 26 October 2005 addressed to the Directors and ourselves from Ernst & Young LLP regarding the basis of compilation and the accounting policies underlying the Abacus Profit Estimate. On the basis of these discussions, and having regard to that letter, we consider that the Abacus Profit Estimate, for which the Directors are solely responsible, has been made after due and careful enquiry by the Company. Yours faithfully for and on behalf of Hoare Govett Limited Justin Jones Executive Director, Corporate Finance" APPENDIX I(b) THE DELTRON PROFIT ESTIMATE The Deltron Profit Estimate On 9 June 2005, Deltron announced that "the Board remains confident that the Group's profit before tax, goodwill, amortisation and exceptional items over the full financial year should show a marked improvement on the previous 12 months, albeit less than current market expectations". Subsequently, on 28 September 2005, Deltron announced that trading had been in line with the Deltron Directors' expectations that the Deltron Group's profit before tax, goodwill, amortisation and exceptional items over the full financial year should show a marked improvement on the previous twelve months. The Deltron Directors estimate that, on the basis of preparation and principal assumptions set out below, the Deltron Group's profit before tax, goodwill amortisation and exceptional items for the financial year ended 30 September 2005 will show a marked improvement on the previous twelve months and will be not less than #2.5 million. The Deltron Directors have presented the Deltron Profit Estimate for profit before tax, goodwill amortisation and exceptional items, rather than profit before tax, as it is the same basis of profit used by the Deltron Group at the time it made its profit forecast on 9 June 2005. The Deltron Directors consider it to be more representative of the Deltron Group's underlying performance. Basis of preparation The Deltron Profit Estimate has been prepared using the accounting policies normally adopted by the Deltron Group and is based upon: a) the unaudited interim results for the six months ended 31 March 2005; b) the unaudited management accounts for the five months ended 31 August 2005; and c) the Deltron Board's estimate for the month ended 30 September 2005. No account has been taken of the expenses incurred by Deltron in relation to the Acquisition. Principal assumptions The principal assumptions that the Deltron Profit Estimate has been based upon, which are outside of the Deltron Directors' control, are: a) there will be no fundamental change in the political and economic environment that materially affects the Deltron Group; b) there will be no industrial disputes or business interruptions that materially affect the Deltron Group or its principal customers and suppliers; and c) there will be no material change in the basis of trading with customers or suppliers as a consequence of any regulatory changes. Set out below is a letter from Deloitte & Touche LLP in relation to the Deltron Profit Estimate "Deloitte & Touche LLP City House 126-130 Hills Road Cambridge CB2 1RY The Directors Deltron Electronics plc Cheveley House Fordham Road Newmarket Suffolk CB8 7XN The Directors Hawkpoint Partners Limited 4 Great St Helen's London EC3A 6HA 26 October 2005 Dear Sirs Deltron Electronics plc We report on the profit estimate comprising an estimate of profit before tax, goodwill amortisation and exceptional items of Deltron Electronics plc ("Deltron") and its subsidiaries (together the "Deltron Group") for the year ended 30 September 2005 (the "Deltron Profit Estimate"). The Deltron Profit Estimate, the principal assumptions made by the directors of Deltron and the basis on which it is prepared is set out in this announcement dated 26 October 2005. This report is required by Rule 28.3(b) of The City Code on Takeovers and Mergers (the "Code") and is given for the purpose of complying with that rule and for no other purpose. Responsibilities It is the responsibility of the directors of Deltron to prepare the Deltron Profit Estimate in accordance with the requirements of the Code. It is our responsibility to form an opinion as required by the Code as to the proper compilation of the Deltron Profit Estimate and to report that opinion to you. Basis of preparation of the Deltron Profit Estimate The Deltron Profit Estimate is based on the unaudited interim financial results for the six months ended 31 March 2005, the unaudited management accounts for the five months ended 31 August 2005 and the Deltron Board's estimate for the month to 30 September 2005. The Deltron Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Deltron Group. Basis of opinion We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included evaluating the basis on which the historical financial information included in the Deltron Profit Estimate has been prepared and considering whether the Deltron Profit Estimate has been accurately computed based upon the disclosed assumptions and the accounting policies of the Deltron Group. Whilst the assumptions upon which the Deltron Profit Estimate are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Deltron Profit Estimate have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic. We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Deltron Profit Estimate has been properly compiled on the basis stated. However, the Deltron Profit Estimate has not been audited. The actual results may be affected by required revisions to accounting estimates due to changes in circumstances or the impact of unforeseen events and we can express no opinion as to whether the actual results reported will correspond to those shown in the Deltron Profit Estimate and differences may be material. Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States, and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices. Opinion In our opinion, the Deltron Profit Estimate has been properly compiled on the basis stated together with the principal assumptions made by the directors of Deltron and the basis of accounting used is consistent with the accounting policies of the Deltron Group. Yours faithfully Deloitte & Touche LLP Chartered Accountants" Set out below is a letter from Hawkpoint in relation to the Deltron Profit Estimate: "Hawkpoint Partners Limited 4 Great St Helen's London EC3A 6HA The Directors Deltron Electronics plc Cheveley House Fordham Road Newmarket Suffolk CB8 7XN 26 October 2005 Dear Sirs Deltron Electronics plc We refer to the statement by the directors of Deltron (the "Deltron Directors") that they estimate that "profit before tax, goodwill amortisation and exceptional items for the financial year ended 30 September 2005 will show a marked improvement on the previous twelve months and will not be less than #2.5 million" (the "Deltron Profit Estimate"). We have discussed the Deltron Profit Estimate, together with the basis and assumptions upon which it has been made, with the Deltron Directors and with Deloitte & Touche LLP, the reporting accountants. We have also considered the letter dated 26 October 2005 addressed to the Deltron Directors and ourselves from Deloitte & Touche LLP regarding the basis of compilation and the accounting policies underlying the Deltron Profit Estimate. On the basis of these discussions, and having regard to that letter, we consider that the Deltron Profit Estimate, for which the Deltron Directors are solely responsible, has been made after due and careful enquiry by Deltron. Yours faithfully For and on behalf of Hawkpoint Partners Limited Jonathan Coddington Director" Appendix II Conditions of the ACQUISITION and Implementation of the Scheme The Scheme will not become effective and the Acquisition will not be completed unless all the conditions in this Appendix II have been satisfied (or, if capable of waiver, waived) by the close of business (London time) on 28 February 2006, or such later date as Abacus and Deltron may agree and the Court may approve. 1. The Scheme is conditional on: (a) the approval by a majority in number of the holders of Deltron Shares present and voting and eligible to vote at the Deltron Court Meeting, either in person or by proxy, or at any adjournment of that meeting representing not less than three-fourths in value of the Deltron Shares held by such holders; (b) any resolutions required to approve and implement the Scheme being duly passed by the requisite majority at the Deltron Extraordinary General Meeting, or at any adjournment of such extraordinary general meeting; and (c) the sanction of the Scheme and confirmation of the reduction of capital involved therein by the Court (in both cases with or without modifications, on terms reasonably acceptable to Abacus and Deltron) and an office copy of the Order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies in England and Wales and being registered by him. 2. Deltron and Abacus have agreed that, subject as stated in paragraph 3 below, application to the Court to sanction the Scheme will not be made unless conditions 2(a), 2(b) and 2(c) have been fulfilled and unless immediately prior to the hearing of the petition the following conditions are satisfied or waived: (a) the passing at the Abacus Extraordinary General Meeting, or at any adjournment of such extraordinary general meeting, of any resolution or resolutions which are necessary or, in the reasonable opinion of Abacus and with the agreement of Deltron desirable to approve, effect and implement the Proposal and the Acquisition; (b) the Office of Fair Trading not having indicated to Abacus that it intends to refer the proposed acquisition of Deltron by Abacus, or any aspect of it, to the Competition Commission pursuant to Section 33 of the Enterprise Act 2002; (c) the UK Listing Authority agreeing or confirming its decision to admit the New Abacus Shares to the Official List and the London Stock Exchange agreeing to admit such shares to trading on its market for listed securities in accordance with the Admission Standards subject only to (i) the allotment of the New Abacus Shares and/or (ii) the Scheme becoming effective (other than with respect to this condition (c)); (d) no central bank, government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, that could reasonably be expected to (in each case to an extent which is material and adverse in the context of the wider Deltron Group and the wider Abacus Group, in each case taken as a whole): (i) restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise interfere with the implementation of, the Proposal or the acquisition of any Deltron Shares by Abacus; (ii) require, prevent, materially delay or materially affect the divestiture by Abacus or any member of the wider Abacus Group or Deltron or any member of the wider Deltron Group of all or any portion of their businesses, assets or property or of any Deltron Shares or other securities in Deltron or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof; (iii) impose any material limitation on the ability of any member of the wider Abacus Group to hold or exercise effectively, directly or indirectly, all rights of all or any of the Deltron Shares (whether acquired pursuant to the Proposal or otherwise); (iv) other than pursuant to the Proposal, require any member of the wider Abacus Group or the wider Deltron Group to offer to acquire any shares or other securities or rights thereover in any member of the wider Deltron Group owned by any third party; (v) make the Acquisition or its implementation or the proposed acquisition of Deltron or any member of the wider Deltron Group or of any Deltron Shares or any other shares or securities in, or control of, Deltron, illegal, void or unenforceable in or under the laws of any jurisdiction; or (vi) otherwise materially and adversely affect any or all of the businesses, assets or financial condition of any member of the wider Abacus Group or the wider Deltron Group or the exercise of rights over shares of any company in the Deltron Group (to an extent which is material in the context of the wider Abacus Group taken as a whole or, as the case may be, the wider Deltron Group taken as a whole); (e) all authorisations, orders, grants, consents, clearances, licences, permissions and approvals (other than in each such case relating to anti-trust or competition law matters) in any jurisdiction necessary for or in respect of the Proposal, the proposed acquisition of any shares or securities in, or control of, Deltron or any member of the wider Deltron Group by any member of the wider Abacus Group or the carrying on of the business of any member of the wider Deltron Group or the wider Abacus Group or any matters arising therefrom ("Authorisations") being obtained in terms reasonably satisfactory to Abacus and Deltron from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the wider Deltron Group has entered into contractual arrangements and such Authorisations remaining in full force and effect and there being no notification of any intention to revoke, amend or not to renew the same and all necessary filings in respect of such Authorisations having been made (in each case where the absence, revocation, amendment or non-renewal of such Authorisation or filing would have a material and adverse effect on the wider Deltron Group taken as a whole); (f) save as Disclosed or Publicly Announced, there being no provision of any agreement, instrument, permit, licence or other arrangement to which any member of the wider Deltron Group is a party or by or to which it or any of its assets may be bound or subject which, as a consequence of the Proposal or the acquisition of Deltron or because of a change in the control or management of Deltron or any member of the Deltron Group, could reasonably be expected to have the result that (in each case to an extent which is material and adverse in the context of the wider Deltron Group and the wider Abacus Group, in each case taken as a whole): (i) any moneys borrowed by, or other indebtedness, actual or contingent, of, or grant available to, any member of the wider Deltron Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the wider Deltron Group to borrow moneys or incur indebtedness is withdrawn, inhibited or adversely affected; (ii) any mortgage, charge or other security interest is created over the whole or any material part of the business, material property or material assets of any member of the wider Deltron Group or any such security (whenever created, or arising or having arisen) being enforced or becomes enforceable; (iii) any such agreement, instrument, permit, licence or other arrangement, or any right, interest, liability or obligation of any member of the wider Deltron Group therein, is terminated or materially adversely modified or affected or onerous obligation arises thereunder; (iv) the value of any member of the wider Deltron Group or its financial or trading position is prejudiced or adversely affected; (v) any asset of the wider Deltron Group being or falling to be charged or disposed of or ceasing to be available to any member of the wider Deltron Group or any right arising under which any such asset or interest could be required to be disposed of or charged or ceasing to be available to any member of the Deltron Group (in each case other than in the ordinary course of business); (vi) the rights, liabilities, obligations or interests or business of any member of the wider Deltron Group in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected; (vii) any member of the wider Deltron Group ceases to be able to carry on business under any name under which it currently does so; (viii) any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the wider Deltron Group; or (ix) the creation of any material liability, actual or contingent, of any such member; and except as Disclosed or Publicly Announced, no event having occurred which under any provision of any such arrangement, agreement, licence or other instrument, might reasonably be expected to result in any of the events referred to in this condition (f). (g) save as Disclosed or Publicly Announced, since 30 September 2004 (being the date to which Deltron's last published audited accounts were made up) no member of the wider Deltron Group having (in each case to an extent which is material and adverse in the context of the wider Deltron Group, taken as a whole): (i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital (save as between Deltron and wholly owned subsidiaries of Deltron and for the grant of options pursuant to the terms of the Deltron Share Schemes or the issue of Deltron Shares on the exercise of options pursuant to the terms of the Deltron Share Schemes to the extent that any such grant or issue has been Disclosed or Publicly Announced); (ii) save for the second interim dividend of 1.386 pence per Deltron Share to be paid to Deltron Shareholders conditional upon the Scheme becoming effective, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution whether payable in cash or otherwise, other than any distribution by any wholly owned subsidiary; (iii) (save for transactions between two or more wholly owned members of the Deltron Group) authorised or announced its intention to propose any material merger or acquisition or disposal or transfer of any material assets or shares or any material change in its share or loan capital; (iv) (save for transactions between two or more wholly owned members of the Deltron Group) issued or authorised the issue of any debentures or incurred or, save in the ordinary course of business, increased any material indebtedness or contingent liability; (v) disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any such asset or entered into or varied any material contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material and adverse in the context of the wider Deltron Group, taken as a whole or authorised, proposed or announced any intention to do so other than in the ordinary course of business; (vi) entered into, or varied the terms of, any material contract or agreement with any of the directors, senior employees, former directors or former senior employees of Deltron or made any proposal to make any change or addition to any employment-related benefit or in respect of any of the directors, senior employees, former directors or former employees, other than in the ordinary course of business; (vii) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues; (viii) waived or compromised any material claim other than in the ordinary course of business; (ix) made any amendment to its memorandum or articles of association; (x) entered into any material contract, transaction or arrangement which is or may be materially restrictive on the business of any member of the wider Deltron Group or the wider Abacus Group; (xi) save as between Deltron and its wholly-owned subsidiaries granted any lease or material third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any property; (xii) been unable or admitted in writing that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; and (xiii) entered into any material contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (g). (h) since 30 September 2004 (being the date to which Deltron's last published audited accounts were made up) and save as Disclosed or Publicly Announced: (i) no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or become pending or remained outstanding by or against any member of the wider Deltron Group or to which any member of the wider Deltron Group is a party (whether as claimant, respondent or otherwise) which in any case would be likely to have a material adverse effect on the financial position of the wider Deltron Group taken as a whole; (ii) no material adverse change having occurred in the business, assets, financial position or profits of the wider Deltron Group which in any case would be likely to have a material adverse effect on the financial position of the wider Deltron Group, taken as a whole; (iii) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding against any member of the wider Deltron Group which in any case would be likely to have a material adverse effect on the financial position of the wider Deltron Group, taken as a whole; (iv) no contingent or other liability having arisen or become apparent or increased which would be reasonably likely in either case to have a material adverse effect on the wider Deltron Group taken as a whole; or (i) save as Disclosed or as Publicly Announced, Abacus not having discovered that: (i) any business, financial or other information concerning any member of the Deltron Group disclosed, publicly or otherwise at any time to Abacus, by or on behalf of any member of the Deltron Group, either contains a material misrepresentation of fact or omits to state a material fact necessary to make the information contained therein not misleading in any material respect; and (ii) there is any liability, actual or contingent, which might reasonably be expected to have a material adverse effect on the financial position of the wider Deltron Group taken as a whole to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the wider Deltron Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise. 3. Abacus reserves the right to waive all or any of conditions 2(d) to 2(i) (inclusive) above, in whole or in part. Save with the consent of the Panel, the Proposal will lapse and the Scheme will not proceed if, before the date of the Court Meeting (i) the Acquisition or any part of it is referred to the Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of Council Regulation (EEC) 4064/89 (as amended by Council Regulation (EC) 1310/97) (the "Regulation") in relation to the Acquisition or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the Regulation. The Proposal and the Scheme will be governed by English law and will be subject to the jurisdiction of the English Courts. Appendix III DEFINITIONS The following definitions apply throughout this announcement, unless the context otherwise requires: "Abacus" or the "Company" Abacus Group plc, together, where the context so requires, with its existing subsidiaries and subsidiary undertakings "Abacus Directors" the directors of Abacus and "Abacus Director" means any one of them "Abacus Extraordinary General Meeting" or an extraordinary general meeting of Abacus to be held, inter "Abacus EGM" alia, to approve the Acquisition "Abacus Group" Abacus and its subsidiaries and subsidiary undertakings "Abacus Profit Estimate" the profit estimate for Abacus for the year ended 30 September 2005 set out in the section entitled "Profit estimate, current trading, trends and prospects" in paragraph 5 of this announcement "Abacus Shares" or "Ordinary Shares" the ordinary shares of 5 pence each in the share capital of Abacus "Act" or "Companies Act" the Companies Act 1985 (as amended) "Acquisition" the acquisition or proposed acquisition by Abacus of Deltron Shares pursuant to the Scheme, details of which are set out in this announcement and will be set out in the Scheme Document "Admission" the admission of the New Abacus Shares to the Official List and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Listing Rules and the Admission Standards "Admission Standards" the admission and disclosure standards for companies published from time to time by the London Stock Exchange "authorisations" authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals "Benelux" Belgium, the Netherlands and Luxembourg "Board" or "Directors" the directors of either Abacus or Deltron, as the context requires "business day" a day (other than a Saturday, Sunday or public holiday) when clearing banks are open for business in the City of London "Circular" the circular to be sent to Abacus Shareholders summarising the background to and reasons for the Acquisition and containing a notice convening the Abacus Extraordinary General Meeting "Closing Price" the closing middle market quotation of a share as derived from the Daily Official List of the London Stock Exchange "Code" or "City Code" the City Code on Takeovers and Mergers as amended or interpreted from time to time by the Panel "Conditions" the conditions of the Acquisition and the implementation of the Scheme and the Acquisition as set out in Appendix II to this announcement and "Condition" means any of them "Court" the High Court of Justice of England and Wales "Court Hearing" the hearing by the Court of the petition to sanction the Scheme and confirm the reduction of capital provided for by the Scheme "Court Order" the order of the Court granted at the Court Hearing sanctioning the Scheme under section 425 of the Companies Act and confirming the reduction of capital provided for by the Scheme under section 137 of the Companies Act "Deltron" Deltron Electronics plc "Deltron Court Meeting" the meeting of Deltron Shareholders (and any adjournment thereof) to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act for the purpose of considering and if thought fit approving the Scheme (with or without amendment) notice of which will be set out in the Scheme Document "Deltron Extraordinary General Meeting" the extraordinary general meeting of Deltron Shareholders (and any adjournment thereof) to be convened in connection with the Scheme, notice of which will be set at the end of the Scheme Document "Deltron Group" Deltron, its subsidiaries and subsidiary undertakings "Deltron Directors" the directors of Deltron and "Deltron Director" means any one of them "Deltron Optionholders" holders of Deltron options under the Deltron Share Schemes "Deltron Profit Estimate" the profit estimate for Deltron for the year ended 30 September 2005 set out in the section entitled "Profit estimate, current trading, trends and prospects" in paragraph 5 of this announcement "Deltron Shares" the existing unconditionally allotted or issued and fully paid ordinary shares of 5 pence each in the capital of Deltron and any further such shares which are unconditionally allotted or issued fully paid, or credited as fully paid, before the date on which the Scheme becomes effective "Deltron Share Schemes" the Deltron 1993 Share Option Scheme, the Deltron 1996 Executive Share Option Scheme and the Deltron 1996 Employee Share Option Scheme "Deltron Voting Record Time" the time fixed by the Court and Deltron for determining the entitlement to vote, respectively, at the Deltron Court Meeting and the Deltron Extraordinary General Meeting to be set out in the notices thereof "Disclosed" any fact, matter, event or circumstance disclosed to the wider Abacus Group (or any of their professional advisers) by the wider Deltron Group (or any of their professional advisers) and disclosed, for these purposes, shall solely mean if and to the extent that such fact, matter, event or circumstance was reasonably evident from the contents of the document disclosed and was in sufficient detail to enable the recipient to understand and evaluate the matter in question and its material implications "Effective Date" the date on which the Scheme becomes effective in accordance with its terms "Enlarged Group" Abacus and its subsidiary undertakings following the acquisition of Deltron pursuant to the Proposal "Exchange Act" the US Securities Exchange Act of 1934, as amended "Forms of Proxy" the respective forms of proxy for use in connection with the Abacus Extraordinary General Meeting, the Deltron Extraordinary General Meeting and the Deltron Court Meeting, or any of them as the context requires "FSMA" the Financial Services and Markets Act 2000 "Group" the Company and each of its subsidiaries (within the meaning of the Act) "Hawkpoint" Hawkpoint Partners Limited "Hearing Date" the date of the commencement of the hearing of the petition to sanction the Scheme and of the petition to confirm the reduction of the capital provided for by the Scheme "Hoare Govett" Hoare Govett Limited "HSBC" HSBC Bank plc "Listing Rules" the Listing Rules of the UK Listing Authority made under Part VI of FSMA "London Stock Exchange" London Stock Exchange plc "New Abacus Shares" the Abacus Shares to be issued pursuant to the Scheme "New Bank Facilities" the new banking arrangements with HSBC which comprise an #11 million revolving credit facility and a #4 million overdraft facility "Nordic Region" Scandinavia and Finland "Offer Price" 68.5 pence "Official List" the official list maintained by the FSA in accordance with section 74(1) of FSMA for the purposes of the UK Listing Authority pursuant to Part VI of FSMA "Panel" the Panel on Takeovers and Mergers "Proposal" the proposal for Deltron to become a wholly owned subsidiary of Abacus pursuant to the Scheme, details of which are set out in this announcement and will be set out in the Scheme Document, and other related matters to be considered at the Deltron Court Meeting and the Deltron EGM "Proposed Directors" Jerry Vaughan and David Weir "Prospectus" the prospectus to be sent to Abacus Shareholders and Deltron Shareholders in respect of the New Abacus Shares "Publicly Announced" disclosed in the annual report and accounts of Deltron for the year ended 30 September 2004 or in this announcement or in any other announcement made to a Regulatory Information Service since the date of publication of such report and accounts and prior to this announcement "Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) "Regulatory Information Service" as defined in the Listing Rules "relevant asset" land, property or other assets now or previously owned, occupied or made use of by any past or present member of the wider Deltron Group "relevant persons" governments, governmental, quasi-governmental, supranational, statutory, investigative, regulatory or administrative bodies or trade agencies, associations, institutions or courts, or professional or environmental bodies, or any other persons or bodies whatsoever in any jurisdiction "Resolution" the resolution to be proposed at the Abacus EGM to be set out in the notice of the Abacus EGM at the end of the Circular "Scandinavia" Sweden, Denmark and Norway "Scheme" or "Scheme of Arrangement" the proposed scheme of arrangement under section 425 of the Companies Act between Deltron and Deltron Shareholders to be set out in the Scheme Document, with or subject to any modification thereof or in addition thereto or condition approved or imposed by the Court and agreed by Deltron and Abacus and which the Court may think fit to approve or impose "Scheme Document" the document to be sent to Deltron Shareholders explaining the terms of the Scheme and, for information purposes only, to Deltron Optionholders "Scheme Record Date" 6.00 p.m. on the last business day immediately prior to the Effective Date "Scheme Resolutions" the resolutions to be considered at the Deltron EGM and the Deltron Court Meeting "Shareholder" a holder of either Abacus Shares or Deltron Shares, as the context requires "substantial interest" a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking "third party" a person, firm, company or body "UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland "UK Listing Authority" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 "United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction "wider Abacus Group" Abacus and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Abacus and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest "wider Deltron Group" Deltron and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Deltron and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest Save where otherwise stated, for the purpose of this announcement, the expressions "associated undertaking", "subsidiary", "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act (but for this purpose ignoring paragraph 20(1) (b) of Schedule 4A to the Companies Act) and references to time are to London time. In this announcement, the singular includes the plural and vice versa, unless the context otherwise requires. -------------------------- (1) However, this statement should not be interpreted to mean that earnings per share in the first full financial year following completion of the Acquisition, or in any subsequent period, will necessarily match or be higher than those for the relevant preceding financial period. This information is provided by RNS The company news service from the London Stock Exchange END OFFFESSMMSISEES
1 Year Debts.Co.Uk Chart |
1 Month Debts.Co.Uk Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions