ABU Abacus Group

 

TIDMABU 
 
RNS Number : 0536M 
Electron House (Overseas) Limited 
21 January 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION. 
FOR IMMEDIATE RELEASE 
21 January 2009 
 
 
Recommended Cash Offer 
    by 
    Electron House (Overseas) Limited, 
    a wholly-owned subsidiary of Avnet, Inc. 
    for 
    Abacus Group plc 
 
 
Delisting and Cancellation of Trading and Commencement of the Compulsory 
Acquisition Procedure 
 
 
Offer unconditional in all respects 
 
 
The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited 
(Electron) announced on 19 January 2008 that Electron's offer for the entire 
issued and to be issued share capital of Abacus Group plc (Abacus) (the Offer) 
had been declared unconditional in all respects. 
 
As at 3:00 p.m. on 19 January 2009, valid acceptances of the Offer had been 
received in respect of 70,394,806 Abacus Shares, representing approximately 95.7 
per cent. of Abacus's issued ordinary share capital. 
 
The Offer, which remains subject to the terms set out in the Offer Document, 
will remain open for acceptance until further notice 
 
 
Delisting and cancellation of trading 
 
Electron has procured the making of an application by Abacus for the 
cancellation of admission to trading of the Abacus Shares on the London Stock 
Exchange and for Abacus's listing on the Official List of the UK Listing 
Authority to be cancelled. It is anticipated that the cancellation of listing 
and trading will take effect on 18 February 2009. 
 
Compulsory acquisition 
 
On 19 January 2009, Electron announced that it intended to exercise its rights 
pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to 
acquire compulsorily any remaining Abacus Shares in respect of which acceptances 
have not been received on the same terms as the Offer. 
 
Electron now announces that it has initiated the compulsory acquisition 
procedure under Chapter 3 of Part 28 of the Companies Act 2006 and has today 
posted formal notices pursuant to section 980(1) of the Companies Act 2006 to 
all Abacus Shareholders who have not yet accepted the Offer. Abacus Shareholders 
who have neither accepted the Offer by 5 March 2009 nor made an application to 
court under section 986 of the Companies Act 2006 by that date will have their 
Abacus Shares transferred to Electron pursuant to the compulsory acquisition 
procedure under Chapter 3 of Part 28 of the Companies Act 2006. 
 
Acceptance Procedure 
 
Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in 
CREST), should complete, sign and return the Form of Acceptance in accordance 
with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as 
possible. 
 
Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in 
CREST), should comply with the procedure for acceptance set out in paragraph 16 
(c) of Part II of the Offer Document as soon as possible. 
 
Further copies of the Offer Document and the Form of Acceptance may be obtained 
by contacting the Registrar, Computershare Investor Services PLC, on +44 870 889 
3162. 
 
Disclosures 
 
Prior to 18 September 2008 (the commencement of the Offer Period for Abacus 
under the Code), neither Electron nor any person acting in concert with Electron 
held any Abacus Shares or other securities of Abacus. 
 
Save as set out above neither Electron nor any person acting in concert with 
Electron has acquired or agreed to acquire any Abacus Shares or other securities 
of Abacus during the Offer Period. 
 
Definitions used in the Offer Document dated 7 November 2008 have the same 
meanings when used in this announcement, unless the context requires otherwise. 
 
 
Enquiries 
 
 
+------------------------------------------------+-------+-------------------+ 
| AVNET, INC.                                    |       |        Telephone: | 
+------------------------------------------------+-------+-------------------+ 
| Vincent Keenan, Vice President and Director,   |    US |   +1 480 643 7053 | 
| Investor Relations                             |       |                   | 
+------------------------------------------------+-------+-------------------+ 
| Georg Steinberger, Vice President,             |   GER | +49 81 2177 4203  | 
| Communications                                 |       |                   | 
+------------------------------------------------+-------+-------------------+ 
 
 
+------------------------------------------------+-------+------------------+ 
| BANC OF AMERICA SECURITIES                     |       |       Telephone: | 
+------------------------------------------------+-------+------------------+ 
| (Financial adviser to Avnet and Electron)      |       |                  | 
+------------------------------------------------+-------+------------------+ 
| Derek Shakespeare, Managing Director -         |    UK | +44 20 7174 4800 | 
| European M&A                                   |       |                  | 
+------------------------------------------------+-------+------------------+ 
| Georg Schloendorff, Managing Director -        |    US |  +1 646 855 0902 | 
| Technology M&A                                 |       |                  | 
+------------------------------------------------+-------+------------------+ 
| Hugh Moran, Associate - European M&A           |    UK | +44 20 7174 4411 | 
+------------------------------------------------+-------+------------------+ 
 
 
This announcement does not constitute a prospectus or an equivalent document and 
it is not intended to and does not constitute or form any part of an offer or 
invitation to sell or purchase or subscribe for any securities or a solicitation 
of an offer to buy any securities or the solicitation of any vote or approval in 
any jurisdiction pursuant to the Offer or otherwise. The Offer has been made 
solely by means of the Offer Document which contains the full terms and 
conditions of the Offer. Any response to the Offer should be made only on the 
basis of information contained in the Offer Document. Abacus Shareholders are 
advised to read the formal documentation in relation to the Offer carefully. 
The directors of Avnet and Electron accept responsibility for the information 
contained in this announcement. To the best of the knowledge and belief of the 
directors of Avnet and Electron (who have taken all reasonable care to ensure 
that such is the case), the information contained in this announcement for which 
they accept responsibility is in accordance with the facts and does not omit 
anything likely to affect the import of such information. 
Banc of America Securities, which is regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Avnet and Electron in 
connection with the Offer and for no-one else and will not be responsible to 
anyone other than Avnet and Electron for providing the protections afforded to 
clients of Banc of America Securities or for providing advice in relation to the 
Offer or any other matters referred to in this announcement. 
HSBC, which is regulated in the United Kingdom by the Financial Services 
Authority, is acting exclusively for Abacus in connection with the Offer and for 
no-one else and will not be responsible to anyone other than Abacus for 
providing the protections afforded to clients of HSBC or for providing advice in 
relation to the Offer or any other matters referred to in this announcement. 
Overseas Jurisdictions 
The availability of the Offer to persons not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdiction. Any persons who are 
subject to the laws of any jurisdiction other than the United Kingdom should 
inform themselves about, and observe, any applicable requirements of that 
jurisdiction. The release, publication or distribution of this document in 
jurisdictions other than the United Kingdom may be restricted by law and 
therefore any persons who are subject to the laws of any jurisdiction other than 
the United Kingdom should inform themselves about, and observe, any applicable 
requirements. Any failure to comply with the applicable requirements may 
constitute a violation of the securities laws of any such jurisdiction. 
The Offer is not being made, directly or indirectly, in or into any jurisdiction 
if to do so would constitute a violation of the relevant laws in such 
jurisdiction. Copies of this document, the Offer Document and the Form of 
Acceptance and any accompanying document are not being, and must not be, 
directly or indirectly, mailed or otherwise forwarded, distributed or sent in, 
into or from any jurisdiction if to do so would constitute a violation of the 
relevant laws in such jurisdiction and persons receiving this document, the 
Offer Document or the Form of Acceptance (including custodians, nominees and 
trustees) must not mail or otherwise distribute or send them in, into or from 
such jurisdictions as doing so may invalidate any purported acceptance of the 
Offer. 
Further details in relation to overseas shareholders are contained in the Offer 
Document. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of Abacus, all "dealings" in any "relevant securities" of 
Abacus (including by means of an option in respect of, or a derivative 
referenced to, any such "relevant securities") must be publicly disclosed by no 
later than 3.30 p.m. (London time) on the London business day following the date 
of the relevant transaction. This requirement will continue until the date on 
which the Offer becomes, or is declared, unconditional as to acceptances, lapses 
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of Abacus, 
they will be deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of Abacus by Avnet or Abacus, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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