25th Oct 2005 12:30
25 October 2005LogicaCMG plcCompletion of Block Trade,Appointment of Director, Director ShareholdingCompletion of Block TradeFurther to the announcement dated 19 September 2005 regarding the proposedAcquisition of Unilog S.A., France's sixth largest IT services provider, for atotal consideration of ¢â€š¬930.3 million and the 1 for 2 Rights Issue of up to375,495,147 Rights Issue Shares at 107 pence per Share to raise net proceeds ofapproximately ‚£389 million, on 13 October 2005 at an extraordinary generalmeeting the shareholders of LogicaCMG voted in favour of the Acquisition andRights Issue. Further the Competition Authority in France has given itsunconditional consent to the Acquisition and the Competition Authority inGermany has granted the necessary merger clearances. Therefore all of thenecessary competition approvals have been received.Accordingly, the Board of LogicaCMG are pleased to announce the completiontoday of the Block Trade and acquisition thereunder of 4,110,420 sharesrepresenting 32.3% of the issued shared capital of Unilog from certain membersof the management of Unilog and others for a total of ¢â€š¬255.4 million in cashand the issue of 19,572,703 new Consideration Shares.It is expected that the admission of the 19,572,703 new Consideration Shares tothe Official List of the UK Listing Authority and to trading on the LondonStock Exchange will become effective at 8.00 a.m. on 26 October 2005.It is proposed to acquire the remaining 67.7 per cent. of the share capital ofUnilog by way of a voluntary recommended unconditional cash Tender Offer toUnilog Shareholders at a price of ¢â€š¬73 per Unilog share. The Tender Offer isexpected to be filed on 26 October 2005 by BNP Paribas (acting in its capacityas presenting bank) with the French Authority for the Financial Markets(Autoritƒ© des Marchƒ©s Financiers). A further announcement will be made uponfiling.Pursuant to the Block Trade, the Unilog Selling Shareholders have entered intothe Lock-up Agreement pursuant to which they have agreed not to dispose of anyof the Consideration Shares issued to them until the end of specified periods.This agreement is more particularly described in Part XII, paragraph (k) of theProspectus published by the Company in connection with the Rights Issue on 19September 2005.Appointment of DirectorFollowing completion of the Block Trade, Gƒ©rard Philippot has been appointed asa non-executive director of the Company, effective today. Gƒ©rard Philippot hasa consultancy agreement with the LogicaCMG Group and will have particularresponsibility for the integration of Unilog.In accordance with section 324 of the Companies Act 1985 and Disclosure Rule3.1.2R, the Company was duly notified today by Gƒ©rard Philippot that he isinterested in 8,611,532 ordinary shares of 10 pence each in the Company. Theseshares were issued on completion of the Block Trade in exchange for 269,355shares in Unilog.Gƒ©rard Philippot is also a member (and Chairman) of the management board ofUnilog S.A. and member (and Chairman) of the supervisory board of UnilogIntegrata Training AG. There are no matters to be disclosed pursuant toparagraphs 9.6.13 (2) to (6) of the Listing Rules of the UK Listing Authority.Certain terms used in this announcement are defined and have the same meaningin the Prospectus or Supplementary Prospectus as appropriate.For further information please contact:LogicaCMG media relations - Carolyn Esser 020 7446 1786LogicaCMG investor relations - Tony Richards/Frances Gibbons 020 7446 4341Citigate Dewe Rogerson - Toby Mountford/Seb Hoyle 020 7638 9571Merrill Lynch - Bob Wigley/Michael Findlay 020 7628 1000BNP Paribas Paris - Daniel Weisslinger +33 1 43 16 94 82BNP Paribas London - Oliver Ellingham, Nicholas Groen 020 7595 2000Hoare Govett - Bob Pringle/Hugo Fisher 020 7678 8000BNP PARIBAS, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as joint financial adviser and underwriter to LogicaCMGand is acting for no-one else in connection with the Acquisition or the RightsIssue and will not be responsible to anyone other than LogicaCMG for providingthe protections afforded to customers of BNP PARIBAS nor for providing advicein connection with the Acquisition or the Rights Issue or the contents of thisannouncement or any other matter referred to therein.Merrill Lynch International, which is regulated in the United Kingdom by theFinancial Services Authority, is acting as joint financial adviser, jointsponsor, joint corporate broker and underwriter to LogicaCMG and is acting forno-one else in connection with the Acquisition or the Rights Issue and will notbe responsible to anyone other than LogicaCMG for providing the protectionsafforded to customers of Merrill Lynch International nor for providing advicein connection with the Acquisition or the Rights Issue or the contents of thisannouncement or any other matter referred to herein.Hoare Govett, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as joint sponsor, joint corporate broker andunderwriter to LogicaCMG and is acting for no-one else in connection with theAcquisition or the Rights Issue and will not be responsible to anyone otherthan LogicaCMG for providing the protections afforded to customers of HoareGovett nor for providing advice in connection with the Acquisition or theRights Issue or the contents of this announcement or any other matter referredto herein.The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.No offer, invitation or inducement to acquire shares or other securities inLogicaCMG is being made by or in connection with this announcement. Any offer,invitation or inducement to acquire shares in LogicaCMG will be made solely bymeans of the prospectus, published on 19 September 2005, as updated by thesupplementary prospectus published on 13 October 2005, and any decision tokeep, buy or sell shares in LogicaCMG should be made solely on the basis of theinformation contained in such document(s).This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan or theRepublic of South Africa and does not constitute, or form part of, an offer tosell or the solicitation of an offer to subscribe for or buy and any securities('Securities'), nor the solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issue or transfer of the Securitiesreferred to in this announcement in any jurisdiction in contravention ofapplicable law.The Securities have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the 'Securities Act') and may not be offered or soldin the United States unless registered under the Securities Act or an exemptionfrom such registration is available. No public offering of Securities of theCompany is being made in the United States.Not for release, distribution or publication into or in the United States,Australia, Canada, Japan or the Republic of South AfricaENDLOGICACMG PLCRelated Shares:
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