22nd Feb 2005 18:10
Not for release, publication or distribution in, into or from the UnitedStates, Canada, Australia or Japan. RECOMMENDED OFFER TO ACQUIRE ITNET PLC ("ITNET") MADE BY LAZARD & CO., LIMITED ON BEHALF OF SERCO GROUP PLC ("SERCO") COMPULSORY ACQUISITION DOCUMENTS POSTED On 16 December 2004, Serco announced a cash offer with a partial sharealternative to acquire the entire issued and to be issued ordinary sharecapital of ITNET which is unanimously recommended by the ITNET Board ofDirectors.COMPULSORY ACQUISITIONSerco has previously announced that it was entitled and intended tocompulsorily acquire the remaining ITNET Shares pursuant to sections 428 to430F of the Companies Act 1985.Serco now announces that it has posted the compulsory acquisition notices,pursuant to section 429(4) of the Companies Act 1985, to the remaining holdersof ITNET Shares.THE OFFERThe Offer will remain open until 3.00 p.m. (London time) on 1 April 2005(unless further extended).PARTICIPATION IN SERCO'S FINAL 2004 DIVIDENDAny New Serco Shares issued in connection with the Offer will be entitled toany final Serco dividend for the year ended 31 December 2004 if the acceptingITNET Shareholder concerned has been allotted New Serco Shares before therecord date for any such final dividend. Serco now expects the record date forany such final dividend to be on or about 11 March 2005. The announcement ofSerco's preliminary results for the year ended 31 December 2004 is expected totake place on or about 1 March 2005.The New Serco Shares allotted to former ITNET shareholders who have made avalid election under the compulsory acquisition will not be allotted in timefor those shareholders to be able to participate in Serco's final 2004 dividendin respect of those shares.If an ITNET shareholder accepts the Offer and elects for the Share Alternativeand their valid acceptance is received at least 14 days before the record datefor Serco's final 2004 dividend, he will be able to participate in any suchfinal dividend in respect of the New Serco Shares issued to him.ENQUIRIESSerco Group plc +44 (0)1256 745 900 Andrew Jenner, Finance Director Dominic Cheetham, Director of Corporate Communications Richard Hollins, Head of Investor Relations Lazard & Co., Limited (Financial Adviser to +44 (0)20 7187 2000 Serco) Paul Jameson Samuel Bertrand Merrill Lynch International (Corporate Broker to +44 (0)20 7628 1000 Serco) Simon Fraser Andrew Osborne OTHER INFORMATIONTerms used in this announcement shall have the same meaning as those in theOffer Document, unless the context otherwise requires.The Offer will not be made, directly or indirectly, in or into, or by use ofthe mails or any means of instrumentality (including without limitationfacsimile transmission, telex and telephone) of interstate or foreign commerceof, or any facilities of a national securities exchange of the United States,nor will it be made in or into Canada, Australia or Japan. Accordingly, copiesof this announcement are not being, and must not be, mailed or otherwisedistributed or sent in or into or from the United States, Canada, Australia orJapan and persons receiving this announcement (including custodians, nomineesand trustees) must not distribute or send it in, into or from the UnitedStates, Canada, Australia or Japan.This announcement does not constitute, or form any part of, any offer for, orsolicitation of any offer for securities. Any acceptance or other response tothe Offer should be made only on the basis of the information contained in theOffer Document and the Form of Acceptance.Lazard & Co., Limited, which is regulated in the United Kingdom by theFinancial Services Authority, is acting for Serco and no-one else in connectionwith the Offer and will not be responsible to anyone other than Serco forproviding the protections afforded to customers of Lazard & Co., Limited.Merrill Lynch International, which is regulated in the United Kingdom by theFinancial Services Authority, is acting as sole corporate broker to Serco andno-one else in connection with the Offer and will not be responsible to anyoneother than Serco for providing the protections afforded to customers of MerrillLynch International.ENDRelated Shares:
Serco