17th Feb 2005 14:13
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 THRESHOLD REACHED 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. On 3 February 2005, Serco declared the Offer unconditional in allrespects.COMPULSORY ACQUISITIONSerco announces that it has acquired, or contracted to acquire, not less thannine-tenths in value of the ITNET Shares to which the Offer relates and,accordingly, is now entitled and intends to compulsorily acquire the remainingITNET Shares pursuant to sections 428 to 430F of the Companies Act 1985.Serco will shortly be posting formal notices under section 429 of the CompaniesAct 1985 to the ITNET Shareholders who have not yet accepted the Offer.ACCEPTANCE LEVELSAs at 3.00 p.m. (London time) on 16 February 2005, valid acceptances of theOffer had been received in respect of 63,058,045 ITNET Shares, representingapproximately 85.8 per cent. of the existing issued ordinary share capital ofITNET.As previously advised, Serco received irrevocable undertakings to accept theOffer from the Directors of ITNET in respect of 3,447,708 ITNET Shares,representing approximately 4.5 per cent. of ITNET's existing issued and to beissued ordinary share capital. Valid acceptances in respect of 2,140,460 ofthese shares were received by Serco prior to 16 February 2005 and are includedin the acceptances referred to above. The remaining 1,307,248 ITNET Shares thatare subject to the irrevocable undertakings are to be allocated or issuedshortly pursuant to the exercise of options granted, or the vesting of awards,under the ITNET Share Option Schemes or ITNET Share Schemes.Since 16 December 2004, Serco has acquired 4,382,472 ITNET Shares (representingapproximately 6.0 per cent. of ITNET's existing issued ordinary share capital)on-market. Apart from these acquisitions, neither Serco, nor any of the SercoDirectors, nor, so far as Serco is aware, any person acting in concert withSerco has acquired or agreed to acquire any ITNET Shares since the commencementof the Offer Period (as defined in the Code). Prior to the commencement of theOffer Period (as defined in the Code), neither Serco nor any person acting inconcert with Serco owned any ITNET Shares.As a result, Serco has acquired or received valid acceptances for 67,440,517ITNET Shares, representing approximately 91.8 per cent. of ITNET's existingissued ordinary share capital.THE OFFERThe Offer (including the Share Alternative) will remain open until furthernotice. As previously announced, the Mix and Match Facility closed at 3.00 p.m.(London time) on 28 January 2005.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