Logica PLC Reduction of Capital and Scheme effective

 
TIDMLOG 
 
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 
 
                                                                 20 August 2012 
 
                         RECOMMENDED CASH ACQUISITION 
 
                                      of 
 
                                  LOGICA PLC 
 
                                      by 
 
                       CGI GROUP HOLDINGS EUROPE LIMITED 
                 (a wholly-owned subsidiary of CGI Group Inc.) 
                                to be effected 
                      by means of a Scheme of Arrangement 
                    under Part 26 of the Companies Act 2006 
 
Court confirmation of Reduction of Capital and Scheme effective 
 
Logica plc ("Logica") and CGI Group Inc. ("CGI") are pleased to announce that 
the Capital Reduction required to effect the recommended acquisition of Logica 
by CGI Group Holdings Europe Limited ("CGI Europe") by way of scheme of 
arrangement in accordance with sections 895 to 899 of the Companies Act 2006 
(the "Scheme") was today confirmed by the Court and that, following the 
delivery of the Court Orders to the Registrar of Companies, the Scheme has 
become effective. 
 
Dealings in Logica Shares on the London Stock Exchange and Euronext Amsterdam 
were suspended today at 7.30 a.m. (UK time). The delisting of Logica Shares and 
the cancellation of admission to trading of Logica Shares on the London Stock 
Exchange and Euronext Amsterdam is expected to take place at 8.00 a.m. (UK 
time) on 24 August 2012. 
 
Holders of Scheme Shares who appeared on the Logica register of members at 6.00 
p.m. on 17 July 2012 will be entitled to receive 105 pence in cash for each 
Scheme Share held. The date for despatch of cheques and for settlement of cash 
consideration in relation to the Acquisition through CREST is expected to be 3 
September 2012. 
 
For those holding ordinary shares through Euroclear Nederland, payment is also 
expected to be made on 3 September 2012 and be made in Euros, based on the 
prevailing Euros/pound sterling exchange rate. 
 
Timetable 
 
The expected timetable of events for the Scheme as set out in the scheme 
document issued by Logica on 21 June 2012 ("Scheme Document") was updated in 
the announcement dated 16 July 2012 and remains unchanged. 
 
Resignation of directors 
 
As envisaged in the Scheme Document, the Chairman and each of the Non-Executive 
Directors of Logica have resigned from their offices as directors of Logica 
effective as of 21 August 2012. As per the announcement on 9 August 2012, 
Logica's Executive Directors will also resign from their offices as directors 
of Logica effective as of 21 August 2012. 
 
Other 
 
Unless otherwise defined, all capitalised terms in this announcement shall have 
the meaning given to them in the Scheme Document. A copy of this announcement 
will be available, subject to certain restrictions in relation to persons 
resident in certain overseas jurisdictions, at www.Logica.com. 
 
For enquiries please contact: 
 
Logica plc 
 
Karen Keyes (Investor Relations)        Tel: [phone] 
 
Louise Fisk (Media Relations)           Tel: [phone] 
 
Rothschild (joint financial adviser to Logica) 
 
Warner Mandel                           Tel: [phone] 
 
Jeremy Millard 
 
Nick Ivey 
 
Bank of America Merrill Lynch (joint financial adviser and joint corporate 
broker to Logica) 
 
Simon Gorringe                          Tel: [phone] 
 
Geoff Iles 
 
Andrew Tusa 
 
Deutsche Bank AG, London Branch (joint financial adviser and joint corporate 
broker to Logica) 
 
Charles Wilkinson                       Tel: [phone] 
 
Richard Sheppard 
 
Charles Bryant 
 
Brunswick (public relations adviser to Logica) 
 
Sarah West                              Tel: [phone] 
 
Jonathan Glass 
 
CGI Group Inc. 
 
Lorne Gorber                            Tel: [phone] 
 
Goldman Sachs International (financial adviser to CGI) 
 
Gregg Lemkau                            Tel: [phone] 
 
Nick Harper 
 
Nicholas van den Arend 
 
RLM Finsbury (public relations adviser to CGI) 
 
James Murgatroyd                        Tel: [phone] 
 
Goldman Sachs International, which is authorised and regulated in the United 
Kingdom by the FSA, is acting for CGI and CGI Europe and no one else in 
connection with the Acquisition and will not be responsible to anyone other 
than CGI and CGI Europe for providing the protections afforded to clients of 
Goldman Sachs International, or for giving advice in connection with the 
Acquisition or any matter referred to herein. 
 
Rothschild, which is authorised and regulated in the United Kingdom by the FSA, 
is acting exclusively for Logica and no one else in connection with the 
Acquisition and will not be responsible to anyone other than Logica for 
providing the protections afforded to clients of Rothschild or for providing 
advice in connection with the Acquisition or in relation to matters described 
in this announcement or any transaction or arrangement referred to herein. 
 
Bank of America Merrill Lynch, which is authorised and regulated in the United 
Kingdom by the FSA, is acting exclusively for Logica and for no one else in 
connection with the Acquisition and will not be responsible to any person other 
than Logica for providing the protections afforded to clients of Bank of 
America Merrill Lynch, or for providing advice in relation to the Acquisition, 
the content of this announcement or any matter referred to herein. 
 
Deutsche Bank AG, London Branch is authorised under German Banking Law 
(competent authority: BaFin - Federal Financial Supervisory Authority) and 
authorised and subject to limited regulation by the Financial Services 
Authority. Details about the extent of Deutsche Bank AG, London Branch's 
authorisation and regulation by the Financial Services Authority are available 
on request. Deutsche Bank AG, London Branch is acting as financial adviser to 
Logica and no one else in connection with the Acquisition or the contents of 
this announcement and will not be responsible to any person other than Logica 
for providing the protections afforded to clients of Deutsche Bank AG, London 
Branch, nor for providing advice in relation to the Acquisition or any matters 
referred to in this announcement. 
 
This announcement is for information purposes only and is not intended to and 
does not constitute or form part of an offer to sell or otherwise dispose of or 
invitation to purchase or otherwise acquire any securities or the solicitation 
of any vote or approval in any jurisdiction, nor shall there be any sale, issue 
or transfer of the securities referred to in this announcement in any 
jurisdiction in contravention of applicable law. The Acquisition will be made 
solely through the Scheme Document and the accompanying Forms of Proxy, which 
will together contain the full terms and conditions of the Acquisition, 
including details of how to vote in respect of the Acquisition. Any vote in 
respect of the Scheme or other response in relation to the Acquisition should 
be made only on the basis of the information contained in the Scheme Document. 
 
This announcement has been prepared for the purpose of complying with the laws 
of England and Wales and the Code and the information disclosed may not be the 
same as that which would have been disclosed if this announcement had been 
prepared in accordance with the laws of jurisdictions outside England and 
Wales. 
 
Overseas Shareholders 
 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to other jurisdictions should inform 
themselves of, and observe, any applicable requirements. Further details in 
relation to Overseas Shareholders will be contained in the Scheme Document. 
 
The Acquisition relates to the shares of an English company and is proposed to 
be effected by means of a scheme of arrangement under the laws of England and 
Wales. Neither the proxy solicitation rules nor (unless implemented by means of 
a Takeover Offer) the tender offer rules under the US Securities Exchange Act 
of 1934, as amended, will apply to the Acquisition. 
 
Moreover, the Acquisition is subject to the disclosure requirements and 
practices applicable in the United Kingdom and under the City Code to schemes 
of arrangement, which differ from the disclosure requirements of the US proxy 
solicitation rules and tender offer rules. If CGI exercises its right to 
implement the Acquisition of the Logica Shares by way of a Takeover Offer, the 
Takeover Offer will be made in compliance with applicable US securities laws 
and regulations. 
 
Unless otherwise determined by CGI Europe or required by the Code, and 
permitted by applicable law and regulation, the Acquisition will not be made 
available, directly or indirectly, in, into or from a Restricted Jurisdiction 
where to do so would violate the laws in that jurisdiction and no person may 
vote in favour of the Scheme by any such use, means, instrumentality or form 
within a Restricted Jurisdiction or any other jurisdiction if to do so would 
constitute a violation of the laws of that jurisdiction. Accordingly, copies of 
this announcement and all documents relating to the Acquisition are not being, 
and must not be, directly or indirectly, mailed or otherwise forwarded, 
distributed or sent in, into or from a Restricted Jurisdiction where to do so 
would violate the laws in that jurisdiction, and persons receiving this 
announcement and all documents relating to the Acquisition (including 
custodians, nominees and trustees) must not mail or otherwise distribute or 
send them in, into or from such jurisdictions where to do so would violate the 
laws in that jurisdiction. 
 
The availability of the Acquisition to Logica Shareholders who are not resident 
in the United Kingdom may be affected by the laws of the relevant jurisdictions 
in which they are resident. Persons who are not resident in the United Kingdom 
should inform themselves of, and observe, any applicable requirements. 
 
Dealing Disclosure Requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or 
more of any class of relevant securities of an offeree company or of any paper 
offeror (being any offeror other than an offeror in respect of which it has 
been announced that its offer is, or is likely to be, solely in cash) must make 
an Opening Position Disclosure following the commencement of the offer period 
and, if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be 
made by no later than 3.30 pm (London time) on the 10th business day following 
the commencement of the offer period and, if appropriate, by no later than 3.30 
pm (London time) on the 10th business day following the announcement in which 
any paper offeror is first identified. Relevant persons who deal in the 
relevant securities of the offeree company or of a paper offeror prior to the 
deadline for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 
per cent. or more of any class of relevant securities of the offeree company or 
of any paper offeror must make a Dealing Disclosure if the person deals in any 
relevant securities of the offeree company or of any paper offeror. A Dealing 
Disclosure must contain details of the dealing concerned and of the Person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror, save 
to the extent that these details have previously been disclosed under Rule 8. A 
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no 
later than 3.30 pm (London time) on the business day following the date of the 
relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be 
a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by 
any offeror and Dealing Disclosures must also be made by the offeree company, 
by any offeror and by any persons acting in concert with any of them (see Rules 
8.1, 8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made 
can be found in the Disclosure Table on the Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
 
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