Logica PLC Reduction of Capital and Scheme effective
20 August 2012 - 3:00PM
UK Regulatory
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: +44(0) 20 7446 1338
Louise Fisk (Media Relations) Tel: +44(0) 7798 857770
Rothschild (joint financial adviser to Logica)
Warner Mandel Tel: +44 (0) 20 7280 5000
Jeremy Millard
Nick Ivey
Bank of America Merrill Lynch (joint financial adviser and joint corporate
broker to Logica)
Simon Gorringe Tel: +44 (0) 20 7628 1000
Geoff Iles
Andrew Tusa
Deutsche Bank AG, London Branch (joint financial adviser and joint corporate
broker to Logica)
Charles Wilkinson Tel: +44 (0) 20 7545 8000
Richard Sheppard
Charles Bryant
Brunswick (public relations adviser to Logica)
Sarah West Tel: +44 (0) 20 7404 5959
Jonathan Glass
CGI Group Inc.
Lorne Gorber Tel: +1 514 841 3355
Goldman Sachs International (financial adviser to CGI)
Gregg Lemkau Tel: +44 (0) 20 7774 1000
Nick Harper
Nicholas van den Arend
RLM Finsbury (public relations adviser to CGI)
James Murgatroyd Tel: +44 (0) 20 7251 3801
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 +44 (0) 20 7638 0129.
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END
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