22nd Jun 2006 14:30
22 June 2006Not for release, distribution or publication in or into the United States,Canada, Australia, Japan or the Republic of South AfricaLogicaCMG plcLegal Notice relating to Buyout Offer followed by a compulsory Squeeze-OutPublication of Buyout Offer followed by a compulsory Squeeze-OutFurther 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, LogicaCMG today announces that theFrench Authority for the Financial Markets (Autoritƒ© des Marchƒ© Financiers) hasapproved the Buyout Offer followed by a compulsory Squeeze-Out document (Noted'Information) and therefore it will be published in France tomorrow. Further,in accordance with the procedure set out by the French Authority for theFinancial Markets (Autoritƒ© des Marchƒ©s Financiers) a legal notice relating tothe compulsory Squeeze-Out will be published tomorrow in a legal newspaper inFrance. A translation of the draft notice to be issued is attached at Appendix1 below.The Buyout Offer will open on 26 June 2006 and will remain open for 10 businessdays and therefore will close on 7 July 2006. Purchases of shares will becarried out through market purchases. The results of the Buyout Offer will bepublished on 10 July 2006. The compulsory Squeeze-Out will take place on 10July 2006.A copy of the Buyout Offer followed by a compulsory Squeeze-Out document(together with an unofficial English translation of the same which has not beenapproved by the French Authority for the Financial Markets) will be availableon:www.LogicaCMG.comtomorrow.For further information please contact:LogicaCMG investor relations - Karen Keyes +44 (0)20 7446 4341Citigate Dewe Rogerson - Toby Mountford/Seb Hoyle +44 (0)20 7638 9571BNP Paribas Paris - Daniel Weisslinger +33 1 43 16 94 82BNP Paribas London - Oliver Ellingham/Nicholas Groen +44 (0)20 7595 2000BNP 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.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.Appendix 1 Legal NoticeUNILOGFrench Sociƒ©tƒ© anonyme with a share capital of 12.783.124 ¢â€š¬Registered office:37-41 rue du Rocher75008 Paris702 042 755 RCS Paris____________Press release published pursuant to Article 237-2of the AMF General Regulations____________Pursuant to Article L. 433-4 of the French Monetary and Financial Code (Codemonƒ©taire et financier) and to Articles 236-3 and 237-1 et seq. of the GeneralRegulations of the Autoritƒ© des marchƒ©s financiers (AMF), LogicaCMG UK Limited,which holds 96.39% of Unilog share capital and 96.18% of Unilog voting rights,has decided to make a Buyout Offer for all Unilog shares not yet held byLogicaCMG UK, i.e. for 461,995 Unilog shares, to be followed by a compulsorySqueeze-out.Presenting bank: BNP Paribas.Duration of the Buyout Offer: from 26 June 2006 to 7 July 2006 inclusive.Transfer of shares not tendered to the Buyout and indemnity consideration: 10July 2006.Buyout Offer price and indemnity consideration amount: ¢â€š¬73 per share.The indemnity consideration amounts shall be paid on 10 July 2006 into anaccount opened for this purpose for a 10-year period with BNP ParibasSecurities Services. Once the 10-year period expires, any unclaimed amountswill be transferred to the Caisse des Dƒ©pƒ´ts et Consignations and may beclaimed by rightful owners, subject to the thirty-year period of limitations infavour of the State.Houlihan Lokey Howard & Zukin, the independent expert approved on 3 February2006 by the AMF, has reviewed BNP Paribas' valuation of the shares and judgedthat the price offered to shareholders in the compulsory Squeeze-out is a fairprice.The AMF declared the proposed Buyout Offer and Squeeze-out to be admissible on16 May 2006 (opinion no. 206C0947 of 18 May 2006).The prospectus for the Buyout Offer and Squeeze-out, which has been submittedto the AMF for its visa, is available from Unilog and BNP Paribas or on theinternal AMF website, www.amf-france.org.ENDLOGICACMG PLCRelated Shares:
LOG.L