30th Nov 2006 07:04
Redstone PLC30 November 2006 30 November 2006 Not for release, publication or distribution, in whole or in part, in, into orfrom the United States, Canada, Ireland, Australia or Japan, or any otherjurisdiction where to do so would constitute a violation of the relevant laws ofsuch jurisdiction. REDSTONE plc Recommended cash offer by Evolution Securities Limited on behalf of Redstone plc for IDN Telecom plc • Redstone plc ("Redstone"), the national IT and communications solutions provider, announces today a recommended cash offer for IDN Telecom plc ("IDN") of 2.939 pence per IDN Share, which values the existing issued share capital of IDN at approximately £11.4 million and assuming full exercise of rights under the existing option schemes of IDN at £11.8 million. • Irrevocable undertakings to accept the offer have been received in respect of 154,213,231 IDN Shares representing 39.75 per cent. of the current issued share capital of IDN. • IDN is an established and profitable independent provider of telecommunications solutions and consultancy services to B2B customers. • The Redstone Directors believe that the Acquisition is a further step towards establishing Redstone as a leading IT and communications solution provider for B2B customers in the UK and Ireland. • The Redstone Directors believe that the Acquisition provides the Group with the following principal strategic benefits: o the addition of in excess of 2,000 corporate and SME customers; o increased critical mass within its fixed line telecoms and mobile divisions; and o cost savings through synergies from combining the two UK based fixed line telephony businesses. • Consideration to be financed by Redstone's increased facilities with Barclays. Martin Balaam, Chief Executive of Redstone, commented, "The offer for IDNrepresents a further step in our stated strategy to take advantage ofconsolidation in this industry. We believe that the integration of IDN withRedstone will realise both synergies and opportunities to cross sell ouradditional service offerings to IDN's customer base. We believe that thisacquisition enhances our market position and ensures we are best placed togenerate future growth and shareholder returns." ENQUIRIES: Redstone plc Tel. +44 (0)845 200 2200Martin Balaam, Chief ExecutiveTim Perks, Chief Financial Officer IDN Telecom plc Tel. +44 (0)870 777 1775Mike Morrison, Chief ExecutiveGordon Hermiston, Finance Director ICIS Limited Tel. +44 (0)20 7651 8688Tom Moriarty or +44 (0)7769 937 626 The IDN Directors accept responsibility for the information contained in thisannouncement relating to IDN and its subsidiaries, themselves and theirimmediate families and connected persons. The Redstone Directors acceptresponsibility for all the other information contained in this announcement. Tothe best of the knowledge and belief of the Redstone Directors and the IDNDirectors (who have taken all reasonable care to ensure that such is the case)the information contained herein for which they are respectively responsible isin accordance with the facts and does not omit anything likely to affect theimport of such information. Evolution Securities has given and has not withdrawn its consent to the issue ofthis announcement with the inclusion herein of the references to its name in theform and context in which it appears. Evolution Securities, which is regulatedin the UK by the Financial Services Authority, is acting exclusively forRedstone in connection with the Offer and no one else and will not beresponsible to anyone other than Redstone for providing the protections affordedto clients of Evolution Securities Limited nor for providing advice in relationto the Offer. Investec has given and has not withdrawn its consent to the issue of thisannouncement with the inclusion herein of the references to its name in the formand context in which it appears. Investec, which is regulated in the UK by theFinancial Services Authority, is acting as financial advisor to IDN and no oneelse in connection with the Offer and will not be responsible to anyone otherthan IDN for providing the protections afforded to clients of Investec nor forproviding advice in relation to the Offer. No offer or invitation to acquire or exchange securities in Redstone or IDN isbeing made now. Any such offer or invitation will only be made in documents tobe published in due course (if any) and any such acquisition or exchange shouldbe made solely on the basis of information contained in any such documents. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of a Restricted Jurisdiction(including the United States, Canada, Ireland, Australia or Japan) and the Offerwill not be capable of acceptance by any such use, means, instrumentality orfacilities from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement and any related documents are not being, and must not be, directlyor indirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom a Restricted Jurisdiction and persons receiving this announcement and anyrelated document (including custodians, nominees and trustees) must not mail orotherwise forward, distribute or send it in, into or from a RestrictedJurisdiction or such other jurisdiction where to do so would constitute aviolation of the relevant laws of such jurisdiction. Doing so may render invalidany purposed acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about andobserve any applicable requirements. Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes 'interested' (directly or indirectly) in 1% or more of anyclass of 'relevant securities' of IDN, all 'dealings' in any 'relevantsecurities' of that company (including by means of an option in respect of, or aderivative referenced to, any such 'relevant securities') must be publiclydisclosed by no later than 3.30pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the 'offer period'otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an 'interest' in 'relevant' securities' of IDN, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provision of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of IDN, or by any of their respective 'associates', must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. If you are in any doubt as to the application of Rule 8 to you, please contactan independent financial advisor authorised under the Financial Services andMarkets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk orcontact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. Recommended cash offer by Evolution Securities Limited on behalf of Redstone plc for the entire share capital of IDN Telecom plc 1 Introduction The Redstone Directors and the IDN Directors announce the terms of a recommendedcash offer to be made by Evolution Securities, on behalf of Redstone, to acquirethe entire issued and to be issued ordinary share capital of IDN. This announcement contains the terms and conditions of the Offer and summaryinformation on Redstone and IDN. 2 The Offer On behalf of Redstone, Evolution Securities hereby offers to acquire, on theterms and subject to the conditions set out or referred to in Appendix 1 to thisannouncement and to be set out in the Offer Document and in the accompanyingForm of Acceptance, all of the IDN Shares on the following basis: for each IDN Share 2.939 pence in cash Redstone intends to acquire a minimum of 90 per cent. and a maximum of 100 percent. of the IDN Shares. The Offer extends to the holders of all existing issued IDN Shares and to theholders of any IDN Shares which are unconditionally allotted or issued prior tothe date on which the Offer closes (or such earlier date as Redstone may,subject to the Code, decide) including IDN Shares to be issued pursuant to theexercise of options under the IDN Share Option Schemes or otherwise. The Offer values the entire existing issued share capital of IDN atapproximately £11.4 million and each IDN Share at 2.939 pence. At 2.939 pence,the Offer represents a premium of approximately 13.0 per cent. over the ClosingPrice of 2.6 pence per IDN Share on 29 November 2006, being the last dealing dayprior to this announcement. Full acceptance of the Offer would result in a cash payment of approximately£11.8 million. This payment and the working capital requirements of the EnlargedGroup will be funded from the banking facilities being made available byBarclays to Redstone. Details of the further terms and conditions of the Offer are set out below andin Appendix 1 to this announcement. 3 Further details of the Offer The IDN Shares to be acquired by Redstone pursuant to the Offer will be acquiredfully paid and free from all liens, equities, charges, encumbrances, rights ofpre-emption and other third party rights and interests of any nature whatsoeverand together with all rights now or hereafter attaching thereto, including theright to receive and retain all dividends and other distributions (if any)declared, paid or made on or after 30 November 2006. There are no agreements or arrangements to which Redstone is a party whichrelate to the circumstances in which it may or may not invoke or seek to invokea condition of the Offer. 4 Irrevocable undertakings Irrevocable undertakings to accept, or to procure the acceptance of, the Offerhave been received by Redstone from the IDN Shareholders referred to below inrespect of a total of 154,213,231 IDN Shares, representing approximately 39.75per cent. of the current issued share capital of IDN. The IDN Directors, who hold IDN Shares, have entered into irrevocableundertakings with Redstone to accept, or procure the acceptance of, the Offer inrespect of their entire beneficial interests in the issued share capital of IDN,amounting in aggregate to 92,800,000 IDN Shares, representing approximately 23.9per cent. of the current issued share capital of IDN. Darron Giddens has undertaken to accept or procure acceptance of the Offer inrespect of 17,830,000 IDN Shares representing approximately 4.6 per cent. of thecurrent issued share capital of IDN. Simon Dronfield has undertaken to procureacceptance of the Offer in respect of 23,583,221 IDN Shares representingapproximately 6.0 per cent. of the current issued share capital of IDN. Finally,Lynn Wilmott Shepherd has undertaken to accept the Offer in respect of20,000,010 IDN Shares representing approximately 5.2 per cent. of the currentissued share capital of IDN. All of these undertakings will remain binding, even in the event of a highercompeting offer for IDN, unless the Offer lapses or is withdrawn. 5 Information on Redstone and Redstone's financing arrangements Redstone is a provider of communications and IT solutions for businesses andpublic sector organisations. The Company's portfolio of products and serviceshelps businesses to maximise the benefits of the latest telecom and converged IPsolutions thereby enhancing customer satisfaction, increasing productivity,maximising operational efficiency, reducing costs and generating valuable newrevenue channels. The Group's business is organised into five distinct businessdivisions: Telecom Redstone Telecom provides telephony network services to the private and publicsector and its portfolio includes business telephony services, line rental,non-geographic services and premium rate services. Redstone Telecom has astrategic relationship with BT Wholesale delivering service quality andavailability. This is complemented by customer-focused services includingdedicated account management and around the clock customer support. Mobile Redstone Mobile is a leading UK distributor of telecommunications products andservices. Redstone sells mobile, fixed line and data products and servicesdirectly to the SME market and also acts as a distributor for all five mobilenetwork operators within the UK. Redstone's channels to market include its owndirect sales team, a network of independent fixed line and mobile dealers andeight joint ventures with established telephony equipment distributors. Technology Redstone Technology is one of Ireland's leading specialists in providing HPenterprise storage solutions and is a specialist in HP business criticalenterprise-class servers and provides a wide array of professional, consulting,logistics and maintenance services in the Republic of Ireland and NorthernIreland. Redstone Technology is an HP Preferred Partner and was the first HP AuthorisedService Delivery Partner in Ireland, as well as being HP's leading partner inenterprise storage solutions and business critical servers in Ireland. RedstoneTechnology is also the first Red Hat Linux Advanced Partner in Ireland and aStorageTek Premier Plus Partner. Managed solutions Redstone Managed Solutions ("RMS") provides a portfolio of infrastructure andinternet services suitable for businesses and public sector organisations. Theseinclude server and desktop deployment, application development, hosting andco-location, network and system management, internet service provision andconsultancy. RMS can manage and support business networks from enterprise level through tothe desktop, with a single source service for business. RMS also provideshosting solutions from its London and Cambridge data centres, with scaleablesolutions, from a single server to multiple racks. Redstone's ISP offersservices including managed IP virtual private networks, managed firewall, emailfiltering, online data backup, global roaming internet access and a WiFi hotspotservice. The Redstone Metropolitan Area Network in Cambridge comprises in excessof 25 kilometres of fibre, providing a state of the art communications backbonecapable of delivering internet, voice, data or point to point services. RMS has a dedicated education sector offering which provides services includingISP connection and filtered email and content control, hosting and domainregistration services, together with niche software developments for schoolsincluding its education sector WebXchange portal and registration administrationproducts. Converged solutions Redstone Converged Solutions is a provider of converged IP solutions, withexpertise in contact centres, voice and video, IP networks, Intelligent Building(Onenet) and security. Redstone Converged Solutions provides innovativesolutions to businesses and organisations in the health, education, localgovernment, retail and finance sectors. With over 10 years' of expertise in thefields of voice and data, Redstone Converged Solutions represents a strongproposition in the convergence market. Redstone Converged Solutions has developed long standing partnerships withworld-class suppliers of voice and data technology solutions, including Avaya,BT, Cisco and Mitel. In addition to these relationships, Redstone ConvergedSolutions also partners with technology specific-suppliers which enables it tooffer bespoke and innovative solutions for all voice and data technologyapplications. As it is vendor independent, Redstone Converged Solutions has theflexibility to specify the most appropriate solution for clients' bespokerequirements. Redstone's financing arrangements In order to finance the cash consideration payable by Redstone pursuant to theOffer, Redstone has entered into new terms for its existing banking facilitieswith Barclays which will be used to satisfy the cash consideration payablepursuant to the Offer. 6 Information on IDN Established in 1997 and floated on AIM in 2000, IDN is an established andprofitable independent provider of telecommunication solutions and consultancyservices to the UK upper SME and mid-market sectors, both private and public. Asan independent consultancy working with some of the leading communicationsuppliers, IDN creates bespoke solutions for its clients that satisfy theirtechnological, cost, billing and service requirements. IDN, operating from theWest Midlands, has in the last few years built up a consistent track record ofrevenue growth and profitability. 7 Background to and reasons for the Offer Redstone has stated its aim to become one of the leading IT and communicationssolution providers in the UK and Ireland. The UK IT and communications sector is experiencing significant change andopportunity as the increasing availability and affordability of broadband allowsbusinesses and consumers to take advantage of converged technologies. As aconsequence of these changes, there continues to be consolidation in this marketsector as businesses scale up by the acquisition of complementary products andservices and also enlarge their customer bases. Redstone has previously announced its intention to be an active participant inthis consolidating marketplace. In pursuit of this strategy, in April 2005 theCompany acquired, and subsequently successfully integrated, Xpert Group Limitedand in July 2006 acquired both Symphony Telecom Holdings plc and the Tolerantgroup of companies (being Tolerant Systems Limited, Net-Adept Limited, Net QuestSolutions Limited and Treat Datacomms Limited) both of which have beensubstantially integrated. The Redstone Directors believe that the Acquisition is a further step towardsestablishing itself as a leading UK IT and communications solution provider. The Redstone Directors believe that the Acquisition provides the Group with thefollowing principal strategic benefits: - the addition of in excess of 2,000 UK corporate and SME customers; - increased critical mass within its fixed line telecoms and mobile divisions; - cost savings through synergies from combining the two UK based fixed line telephony businesses The Redstone Directors believe that there are significant opportunities to crosssell to each of Redstone's and IDN's customer bases which, when combined withthe synergistic benefits of bringing together the back office functions ofRedstone and IDN and integrating the fixed line businesses, the RedstoneDirectors expect will create good opportunities for additional revenues and costsavings. The Redstone Directors believe that the prospects are enhanced simplyby being a larger entity with a more substantial presence in key verticalmarkets and an increased purchasing power with suppliers which in itself isexpected to help achieve increased sales growth and win new accounts. It is expected that the fixed line business units of Redstone and IDN will beconsolidated as soon as practicable following completion of the Acquisition. Accordingly, the Redstone Directors believe that the outlook for the EnlargedGroup is encouraging. It is anticipated that the Enlarged Group will be able tooffer a comprehensive range of IT and communication solutions to business andpublic sector organisations in a market which is increasingly reliant on suchsolutions to transact business and interact with its end customers. The Redstone Directors believes that Redstone's continued success will be basedon its ability to offer a comprehensive range of innovative IT and communicationsolutions to its customers, combined with excellent customer service. Redstonewill continue to seek to enlarge both its customer base and its range ofproducts and services through both organic growth and acquisition. The Redstone Directors believe that the Acquisition will be earnings enhancingin the first full financial year of ownership. This should not be construed as aprofit forecast or be interpreted to mean the future earnings per share orprofits of Redstone will necessarily be greater than its historic publishedearnings per share, profits or losses. 8 IDN Directors, management and employees Barry Roberts, Mike Morrison, Gordon Hermiston and Colin Amies have agreed toresign from the board of IDN upon the Offer becoming or being declaredunconditional in all respects. The board of Redstone has given assurances to the IDN Directors that, followingthe Offer becoming or being declared unconditional in all respects, the existingemployment rights, including pension rights, of all employees of the IDN Groupwill be fully safeguarded. As a result of the intention to merge the fixed line business units of IDN andRedstone, Redstone will review the staffing and location of the fixed linebusiness units of both Redstone and IDN. 9 IDN Share Option Schemes The Offer extends to any IDN Shares which are issued or unconditionally allottedand fully paid (or credited as fully paid) before the date on which the Offercloses (or, subject to the Code, by such earlier date as Redstone may decide),including IDN Shares issued pursuant to the exercise of options granted underthe IDN Share Option Schemes or otherwise. The Optionholder has irrevocably undertaken to take all steps necessary toexercise his vested IDN Options and to assent the resulting IDN Shares to theOffer. Redstone will make an appropriate proposal to the sole IDN Optionholderreflecting the terms of the irrevocable undertaking described above. 10 Inducement fee Redstone has entered into an inducement fee arrangement with IDN under which afee of £80,000 at the time of breach of such agreement would be payable toRedstone by IDN in certain circumstances. In certain circumstances whereRedstone breaches such agreement a similar fee would be payable by Redstone toIDN. Before the inducement fee was agreed, Redstone confirmed to the IDN Boardthat it would not make the Offer without entering into this inducement feearrangement with IDN. 11 Settlement Subject to the Offer becoming or being declared unconditional in all respects,settlement of the consideration to which any IDN Shareholder is entitled underthe Offer will be effected by the despatch of cheques or the credit of CRESTaccounts (i) in the case of acceptances received, complete in all respects, bythe date on which the Offer becomes or is declared unconditional in allrespects, within 14 days of such date; or (ii) in the case of acceptancesreceived, complete in all respects, after the date on which the Offer becomes oris declared unconditional in all respects but while it remains open foracceptance, within 14 days of such receipt, in the following manner: (a) IDN Shares held in certificated form (that is, not in CREST) Where an acceptance relates to IDN Shares held in certificated form, settlementof any cash due will be despatched by first class post (or by such other methodas may be approved by the Panel) at the risk of the person(s) entitled theretoto validly accepting IDN Shareholders or their appointed agents (but not in orinto a Restricted Jurisdiction). All such cash payments will be made in poundssterling by cheque drawn on a branch of a UK clearing bank. (b) IDN Shares held in uncertificated form (that is, in CREST) Where an acceptance relates to IDN Shares held in uncertificated form, the cashconsideration to which the accepting IDN Shareholder is entitled will be paid bymeans of a CREST payment in favour of the accepting IDN Shareholder's paymentbank in respect of the cash consideration due, in accordance with the CRESTpayment arrangements. Redstone reserves the right to settle all or any part of the considerationreferred to above, for all or any accepting IDN Shareholder(s), in the mannerreferred to in paragraph (a) above, if, for any reason, it wishes to do so. (c) General If the Offer does not become or is not declared unconditional in all respects:(i) in respect of IDN Shares held in certificated form, the relevant completedForms of Acceptance, share certificate(s) and/or other document(s) of title willbe returned by post (or by such other method as may be approved by the Panel)within 14 days of the Offer lapsing or being withdrawn to IDN Shareholders and(ii) in respect of IDN Shares held in uncertificated form, the Escrow Agentwill, immediately after the lapsing or withdrawal of the Offer (or within suchlonger period as the Panel may permit, not exceeding 14 days from the lapsing orwithdrawal of the Offer), give TFE Instructions to CRESTCo to transfer allrelevant IDN Shares held in escrow balances and in relation to which it is theEscrow Agent for the purposes of the Offer to the original available balances ofthe IDN Shareholders concerned. No document will be sent to an address in aRestricted Jurisdiction. All communications, notices, certificates, documents of title and remittancessent by, to or from IDN Shareholders or their appointed agents will be deliveredby, or sent to or from, them, or their appointed agents, at their own risk. 12 Compulsory acquisition, cancellation of admission of IDN Shares to trading onAIM and re-registration If Redstone receives acceptances under the Offer in respect of, and/or otherwiseacquires, 90 per cent. or more of the IDN Shares to which the Offer relates andthe Offer becomes or is declared unconditional in all respects, Redstone intendsto exercise its rights pursuant to the provisions of sections 428 to 430F(inclusive) of the Act to acquire compulsorily any outstanding IDN Shares notacquired or agreed to be acquired pursuant to the Offer or otherwise. Assuming the Offer becomes or is declared unconditional in all respects,Redstone intends to procure the making of an application by IDN to the LondonStock Exchange for the cancellation of the admission of the IDN Shares totrading on AIM. It is anticipated that such cancellation of trading will takeeffect no earlier than 20 business days after the Offer becomes or is declaredunconditional in all respects. The cancellation of the trading of the IDN Shares will significantly reduce theliquidity and marketability of any IDN Shares not assented to the Offer andtheir value may be affected in consequence. It is also proposed that, in due course, Redstone will seek to procure there-registration of IDN as a private company under the relevant provisions of theAct. 13 Financing arrangements It is estimated that full acceptance of the Offer would require the payment byRedstone of a maximum of approximately £11.8 million in cash, this payment willbe financed from Redstone's facilities with Barclays. Evolution Securities is satisfied that the necessary financial resources areavailable to Redstone to enable it to implement the Offer in full. The terms of the Offer cannot be waived, varied or amended without the consentof Barclays. 14 Recommendation The IDN Board, which has been so advised by Investec, considers the terms of theOffer to be fair and reasonable. In providing advice on the Offer to the IDNBoard, Investec has taken into account the commercial assessments of the IDNBoard. Accordingly, the IDN Board unanimously recommends IDN Shareholders to accept theOffer, as the IDN Directors, who are IDN Shareholders, have irrevocablyundertaken to do in respect of their own beneficial interests in IDN Sharescomprising, in aggregate, 92,800,000 IDN Shares, representing approximately 23.9per cent. of the current issued share capital of IDN. 15 Interests in IDN As at 29 November 2006, being the last business day prior to the commencement ofthe Offer Period, Williams de Broe Limited, an associate of EvolutionSecurities, held 400,000 IDN Shares on behalf of discretionary clientsrepresenting 0.1% of the issued share capital of IDN. Save as disclosed, in thisparagraph 15, neither Redstone, nor any of the Redstone Directors, nor anymember of their immediate families, related trusts or (so far as the RedstoneDirectors are aware) connected persons nor any persons acting in concert withRedstone nor any person with whom Redstone or any person acting in concert withRedstone has an interest or right to subscribe for any relevant securities ofIDN (whether conditional or absolute and whether in the money or otherwise),including any short position under a derivative, any agreement to sell or anydelivery obligation or right to acquire another person to purchase or takedelivery. 16 Miscellaneous Evolution Securities, which is regulated in the UK by the Financial ServicesAuthority, is acting exclusively for Redstone in connection with the Offer andno one else and will not be responsible to anyone other than Redstone forproviding the protections afforded to clients of Evolution Securities Limitednor for providing advice in relation to the Offer. Investec, which is regulated in the UK by the Financial Services Authority, isacting as financial advisor to IDN and no one else in connection with the Offerand will not be responsible to anyone other than IDN for providing theprotections afforded to clients of Investec nor for providing advice in relationto the Offer. No offer or invitation to acquire or exchange securities in Redstone or IDN isbeing made now. Any such offer or invitation will only be made in documents tobe published in due course (if any) and any such acquisition or exchange shouldbe made solely on the basis of information contained in any such documents. The Offer will not be made, directly or indirectly, in or into, or by the use ofmails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of a Restricted Jurisdiction(including, the United States, Canada, Australia or Japan) and the Offer willnot be capable of acceptance by any such use, means, instrumentality orfacilities from or within a Restricted Jurisdiction. Accordingly, copies of thisannouncement and any related documents are not being, and must not be, directlyor indirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom a Restricted Jurisdiction and persons receiving this announcement and anyrelated document (including custodians, nominees and trustees) must not mail orotherwise forward, distribute or send it in, into or from a RestrictedJurisdiction or such other jurisdiction where to do so would constitute aviolation of the relevant laws of such jurisdiction. Doing so may render invalidany purposed acceptance of the Offer. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdictions. Persons whoare not resident in the United Kingdom should inform themselves about andobserve any applicable requirements. Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if anyperson is, or becomes 'interested' (directly or indirectly) in 1% or more of anyclass of 'relevant securities' of IDN, all 'dealings' in any 'relevantsecurities' of that company (including by means of an option in respect of, or aderivative referenced to, any such 'relevant securities') must be publiclydisclosed by no later than 3.30pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the 'offer period'otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an 'interest' in 'relevant' securities' of IDN, they will be deemed to be a single person for the purposeof Rule 8.3. Under the provision of Rule 8.1 of the Code, all 'dealings' in 'relevantsecurities' of IDN, or by any of their respective 'associates', must bedisclosed by no later than 12.00 noon (London time) on the London business dayfollowing the date of the relevant transaction. A disclosure table, giving details of the companies in whose 'relevantsecurities' 'dealings' should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website at http://www.thetakeoverpanel.org.uk/. 'Interests in securities' arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an 'interest' byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a 'dealing' under Rule 8, you should consult the Panel. The IDN Directors accept responsibility for the information contained in thisannouncement relating to IDN and its subsidiaries, themselves and theirimmediate families and connected persons. The Redstone Directors acceptresponsibility for all the other information contained in this announcement. Tothe best of the knowledge and belief of the Redstone Directors and the IDNDirectors (who have taken all reasonable care to ensure that such is the case)the information contained herein for which they are respectively responsible isin accordance with the facts and does not omit anything likely to affect theimport of such information. Redstone intends to post the Offer Document and Form of Acceptance to IDNShareholders as soon as is reasonably practicable. The conditions of the Offerare set out in Appendix 1 to this announcement and the definitions of certainterms are set out in Appendix 2 to this announcement. The conditions and terms of the Offer are governed by and shall be construed inaccordance with English law. The Offer will be subject to the applicable requirement of the Code. ENQUIRIES: Redstone plc Tel. +44 (0)845 200 2200Martin Balaam, Chief ExecutiveTim Perks, Chief Financial Officer IDN Telecom plc Tel. +44 (0)870 777 1775Mike Morrison, Chief ExecutiveGordon Hermiston, Finance Director ICIS Limited Tel. +44 (0)20 7651 8688Tom Moriarty or +44 (0)7769 937 626 APPENDIX 1 Conditions and further terms of the Offer PART A: Conditions of the Offer The Offer is subject to the following conditions: (a) valid acceptances of the Offer being received (and not, where permitted,withdrawn) by not later than 1.00 p.m. on the First Closing Date or such latertime(s) and/or date(s) as Redstone may, with the consent of the Panel or subjectto the Code, decide in respect of not less than 90 per cent. (or such lowerpercentage as Redstone may decide) in nominal value of the IDN Shares to whichthe Offer relates, provided that this condition will not be satisfied unlessRedstone and/or any of its wholly owned subsidiaries shall have acquired oragreed to acquire (whether pursuant to the Offer or otherwise), IDN Sharescarrying, in aggregate, more than 50 per cent. of the voting rights thennormally exercisable at a general meeting of IDN (including for this purpose, tothe extent (if any) required by the Panel, any voting rights attaching to anyIDN Shares which may be unconditionally allotted or issued before the Offerbecomes or is declared unconditional as to acceptances, whether pursuant to theexercise of any outstanding conversion or subscription rights or otherwise). Forthe purpose of this condition: (i) the expression "IDN Shares to which the Offer relates" shall be construed inaccordance with sections 428 to 430F (inclusive) of the Act; (ii) IDN Shares which have been unconditionally allotted but not issued beforethe Offer becomes or is declared unconditional as to acceptances shall be deemedto carry the voting rights which they will carry on being entered into theregister of members of IDN; and (iii) valid acceptances shall be treated as having been received in respect ofany IDN Shares which Redstone shall pursuant to section 429(8) of the Act, betreated as having acquired or contracted to acquire by virtue of acceptances ofthe Offer; (b) to the extent that the acquisition of the IDN Shares would constitute arelevant merger within the meaning of section 23 of the Enterprise Act 2002, theOffice of Fair Trading indicating, in terms reasonably satisfactory to Redstone,that it does not intend to refer the proposed acquisition of IDN by Redstone, orany aspect of it, to the Competition Commission; (c) no central bank, government or governmental, quasi-governmental,supranational, statutory, administrative or regulatory body, or any court,institution, investigative body, association, trade agency or professional orenvironmental body or any other similar person or body in any jurisdiction(each, a "Relevant Authority") having decided to take, institute, implement orthreaten any action, proceeding, suit, investigation, enquiry or reference orenacted, made or proposed any statute, regulation, decision or order or havingtaken any other step or done anything and there not continuing to be outstandingany statute, regulation, decision or order which would or might reasonably beexpected in any case to an extent which is material or adverse in the context ofthe Redstone Group or the IDN Group (as the case may be) taken as a whole, to: (i) restrict or restrain, prohibit, delay, impose additional adverse conditionsor obligations with respect to, or otherwise interfere with the implementationof, the Offer or the acquisition of any IDN Shares by Redstone or any mattersarising therefrom; (ii) result in a material delay in the ability of Redstone, or render Redstoneunable, to acquire some or all of the IDN Shares; (iii) require, prevent or materially delay the divestiture (or materially alterthe terms envisaged for such divestiture) by any member of the wider RedstoneGroup or any member of the wider IDN Group of all or any portion of theirrespective businesses, assets or properties or impose any limitation on theability of any of them to conduct their businesses or own their respectiveassets or properties or any part thereof; (iv) impose any material limitation on, or result in a delay in, the ability ofany member of the wider Redstone Group to acquire or hold or exerciseeffectively, directly or indirectly, all or any rights of ownership of shares orother securities of any member of the wider IDN Group or on the ability of anymember of the wider IDN Group to hold or exercise effectively, directly orindirectly, all or any rights of ownership of shares or other securities or toexercise management control over any other member of the wider IDN Group; (v) require any member of the wider Redstone Group or the wider IDN Group tooffer to acquire any shares or other securities or rights thereover in anymember of the wider IDN Group (other than in IDN pursuant to the Offer orpursuant to Rule 9 of the Code) owned by any third party; (vi) make the Offer or its implementation or the proposed acquisition byRedstone of any shares or other securities in IDN or the acquisition or controlof IDN or any member of the wider IDN Group, illegal, void or unenforceable inor under the laws of any jurisdiction; (vii) result in any member of the wider IDN Group ceasing to be able to carry onbusiness under any name under which it presently does so, the consequences ofwhich would be material in the context of the wider IDN Group taken as a whole; (viii) impose any limitation on the ability of any member of the wider RedstoneGroup or the wider IDN Group to conduct or co-ordinate or integrate itsbusiness, or any part of it, with the business of any other member of the widerRedstone Group or the wider IDN Group; or (ix) otherwise materially and adversely affect the business, assets and profitsof the wider IDN Group taken as a whole, and all applicable waiting and other time periods during which any such RelevantAuthority could decide to take, institute, implement or threaten any suchaction, proceeding, suit, investigation, enquiry or reference or otherwiseintervene having expired, lapsed or been terminated; (d) all authorisations, orders, grants, recognitions, consents, confirmations,clearances, licences, permissions and approvals ("authorisations") required bylaw in any jurisdiction and which are necessary for or in respect of the Offerand the proposed acquisition of any shares or securities, directly orindirectly, in, or control of, IDN or any member of the wider IDN Group by anymember of the wider Redstone Group having been obtained in terms and/or formreasonably satisfactory to Redstone from all appropriate Relevant Authorities or(without prejudice to the generality of the foregoing) from any persons orbodies with whom any member of the wider IDN Group has entered into contractualarrangements and such authorisations together with all authorisations necessaryfor any member of the wider IDN Group to carry on its business remaining in fullforce and effect and there being no notice or intimation of any intention torevoke, suspend, modify or not to renew the same and all necessary filingshaving been made, all appropriate waiting and other time periods (includingextensions thereto) under any applicable legislation and regulations in anyjurisdiction having expired, lapsed or been terminated and all necessarystatutory or regulatory obligations in any jurisdiction in respect of the Offeror the proposed acquisition of IDN by Redstone or of any IDN Shares or anymatters arising therefrom having been complied with in all material respects; (e) save as Disclosed, there being no provision of any agreement, permit, lease,licence or other instrument to which any member of the wider IDN Group is aparty or by or to which it or any of its assets may be bound or subject which,as a consequence of the making or implementation of the Offer or the acquisitionby Redstone directly or indirectly of IDN or because of a change in the controlor management of IDN or any member of the wider IDN Group, would result in (ineach case to an extent which is material in the context of the wider IDN Grouptaken as a whole): (i) any monies borrowed by, or other indebtedness (actual or contingent) of, orgrant available to, any member of the wider IDN Group becoming repayable orcapable of being declared repayable immediately or earlier than the statedmaturity or repayment date or the ability of any member of the wider IDN Groupto borrow moneys or incur indebtedness being or becoming capable of beingwithdrawn or inhibited; (ii) any such agreement, arrangement, permit, lease, licence or other instrumentor any right, interest, liability or obligation of any member of the wider IDNGroup therein, being terminated or adversely modified or affected or any adverseaction being taken or any onerous obligation or liability arising thereunder; (iii) any mortgage, charge or other security interest being created over thewhole or any part of the business, property or assets of any member of the widerIDN Group or any such security (whenever arising) becoming enforceable; (iv) the value of the IDN Group or its financial or trading position orprospects being prejudiced or adversely affected; (v) any assets or interests of any member of the wider IDN Group being orfalling to be charged or disposed of or any right arising under which any suchasset or interest could be required to be disposed or charged; (vi) any member of the wider IDN Group ceasing to be able to carry on businessunder any name under which it currently does so; or (vii) the creation of any liability, actual or contingent, by any member of thewider IDN Group; (f) since 31 October 2006, save as Disclosed, no member of the IDN Group having: (i) (save for IDN Shares issued pursuant to the exercise of options grantedunder the IDN Share Option Schemes or as between IDN and wholly-ownedsubsidiaries of IDN ("Intra-IDN Group Transactions")) issued or agreed to issueor authorised or proposed the issue of additional shares of any class orsecurities convertible into or rights, warrants or options to subscribe for oracquire any such shares or convertible securities; (ii) other than to another member of the IDN Group, recommended, declared, paidor made or proposed to recommend, declare, pay or make any dividend, bonus orother distribution (whether payable in cash or otherwise) other than dividendslawfully paid to IDN or wholly-owned subsidiaries of IDN; (iii) save for Intra-IDN Group Transactions, merged or demerged with or acquiredany body corporate, partnership or business; (iv) save for Intra-IDN Group Transactions, acquired, or (other than in theordinary course of business) disposed of, transferred, mortgaged or charged orcreated any security interest over any asset or any right, title or interest inany asset (including shares and trade investments) or authorised, proposed orannounced any intention to do so which, in any such case, is material in thecontext of the IDN Group taken as a whole; (v) save for Intra-IDN Group Transactions, issued or authorised or proposed theissue of any debentures or incurred or (save for Intra-IDN Group Transactions ortransactions under existing credit arrangements) increased any indebtedness orcontingent liability or made, authorised, proposed or announced an intention topropose any change in its share or loan capital; (vi) entered into or varied or announced its intention to enter into or vary anycontract which is of a long term nature or magnitude or which involves or couldinvolve an obligation of such magnitude or nature, which in any such case ismaterial in the context of the wider IDN Group taken as a whole; (vii) save for Intra-IDN Group Transactions, entered into, implemented,authorised or proposed any reconstruction, amalgamation, scheme of arrangementor other transaction or arrangement otherwise than in the ordinary course ofbusiness or announced any intention to do so; (viii) entered into, or varied in any material respect the terms of, anycontract or agreement with any of the directors or senior executives of IDN orany of its subsidiaries; (ix) taken or proposed any corporate action or had any legal proceedings startedor threatened against it or had any petition presented for its winding-up(voluntary or otherwise), dissolution or reorganisation or for the appointmentof a receiver, administrator, administrative receiver, trustee or similarofficer of all or any of its assets and/or revenues or any analogous proceedingsin any jurisdiction which may have a materially adverse effect in the context ofthe wider IDN Group as a whole; (x) waived or compromised any claim which is material in the context of thewider IDN Group taken as a whole other than in the ordinary course of business; (xi) save in respect of wholly-owned members of the IDN Group, made any materialamendment to its memorandum or articles of association; (xii) purchased, redeemed or repaid or proposed the purchase, redemption orrepayment of any of its own shares or other securities or reduced or made anyother change to any part of its share capital; (xiii) been unable or admitted that it is unable to pay its debts or havingstopped or suspended (or threatened to stop or suspend) payment of its debtsgenerally or ceased or threatened to cease carrying on all or a substantial partof its business which is material in the context of the wider IDN Group taken asa whole; or (xiv) entered into, varied or modified in any material respect any contract,commitment or agreement with respect to any of the transactions, matters orevents referred to in this condition (h) or announced an intention to do so; (g) since 31 October 2006, save as Disclosed: (i) no litigation, arbitration, prosecution or other legal proceedings havingbeen instituted, announced or threatened or become pending or remainingoutstanding by or against any member of the wider IDN Group or to which anymember of the wider IDN Group is or may become a party (whether as claimant,respondent or otherwise) and no enquiry or investigation by or complaint orreference to any Relevant Authority or other investigative body having beenthreatened, announced, implemented or instituted or remaining outstandingagainst or in respect of any member of the wider IDN Group which, in any suchcase, would reasonably be expected adversely to affect any member of the widerIDN Group to an extent which is material in the context of the wider IDN Grouptaken as a whole; (ii) no material adverse change having occurred in the business, assets,financial or trading position, profits or prospects of the wider IDN Group takenas a whole; (h) save as Disclosed, Redstone not having discovered that: (i) any business, financial or other information concerning any member of thewider IDN Group publicly disclosed or disclosed to Redstone at any time by or onbehalf of any member of the IDN Group is misleading, contains amisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not misleading which in either such case ismaterial in the context of the wider IDN Group taken as a whole; (ii) any member of the wider IDN Group is subject to any liability, actual orcontingent which is material in the context of the wider IDN Group taken as awhole; (iii) in relation to any release, emission, discharge or other fact orcircumstance which causes or might reasonably be expected to cause pollution ofthe environment or harm to human health, no past or present member of the widerIDN Group having in any manner or to an extent which is material in the contextof the wider IDN Group taken as a whole (1) committed any violation of any laws,statutes, ordinances or regulations of any Relevant Authority and/or (2)incurred any liability whether actual or contingent with respect thereto; (iv) there is, or is likely to be, any liability (whether actual or contingent)to make good, repair, reinstate or clean up any property now or previouslyowned, occupied or made use of by any past or present member of the wider IDNGroup or any controlled waters under any environmental legislation, regulation,notice, circular or order of any Relevant Authority or otherwise and which ismaterial in the context of the wider IDN Group taken as a whole; or (v) circumstances exist (whether as a result of the making of the Offer orotherwise) which would be likely to lead to any Relevant Authority instituting,or whereby any member of the wider IDN Group or the wider Redstone Group wouldbe likely to be required to institute, an environmental audit or take any othersteps which in any such case would be likely to result in any actual orcontingent liability on the part of any member of the wider IDN Group or thewider Redstone Group to improve or install new plant or equipment or make good,repair, re-instate or clean up any land or other asset now or previously owned,occupied or made use of by any member of the wider IDN Group which liability isor is likely to be material in the context of the wider IDN Group taken as awhole. Redstone reserves the right to waive all or any of conditions (b) to (h)(inclusive) above, in whole or in part. Conditions (b) to (h ) (inclusive) mustbe fulfilled or waived by midnight on the 21st day after the later of the FirstClosing Date and the date on which condition (a) is fulfilled (or such laterdate as the Panel may agree). Redstone shall be under no obligation to waive ortreat as fulfilled any of conditions (b) to (h) (inclusive) by a date earlierthan the latest date specified above for the fulfilment thereof notwithstandingthat the other conditions of the Offer may at such earlier date have been waivedor fulfilled and that there are at such earlier date no circumstances indicatingthat any of such conditions may not be capable of fulfilment. If Redstone is required by the Panel to make an offer for IDN Shares under theprovisions of Rule 9 of the Code, Redstone may make such alterations to theconditions as are necessary to comply with the provisions of that Rule. The Offer will lapse if, before 1.00 p.m. on the first closing date of the Offeror the date on which the Offer becomes or is declared unconditional as toacceptances (whichever is later), (i) the Offer or any part of it is referred tothe Competition Commission; or (ii) following a request to the EuropeanCommission under Article 22(3) of Council Regulation 139/2004/EC (the"Regulation") in relation to the Offer or any part of it, which request isaccepted by the European Commission, the European Commission initiatesproceedings under Article 6(1)(c) of the Regulation. If the Offer lapses, it will cease to be capable of further acceptance andaccepting IDN Shareholders and Redstone will cease to be bound by Forms ofAcceptance submitted on or before the time when the Offer lapses. Unless otherwise determined by Redstone and permitted by applicable law andregulation, the Offer is not being made, directly or indirectly, in or into, orby the use of the mails or by any means or instrumentality (including, withoutlimitation, telephonically or electronically) of interstate or foreign commerce,or any facility of a national securities exchange, of a Restricted Jurisdiction(including the United States, Canada, Australia, Ireland or Japan) and the Offeris not capable of acceptance by any such use, means, instrumentality or facilityor from within a Restricted Jurisdiction. Accordingly, copies of this document,the Form of Acceptance (in respect of certificated IDN Shares) and any relateddocuments are not being, and must not be, directly or indirectly, mailed orotherwise forwarded, distributed or sent in or into or from a RestrictedJurisdiction and persons receiving such documents (including, withoutlimitation, custodians, nominees and trustees) must not mail or otherwiseforward, distribute or send them in or into or from a Restricted Jurisdiction.Doing so may render invalid any purported acceptance of the Offer. The Offer is governed by English law and the Code and will be subject to thejurisdiction of the English courts. APPENDIX 2 Definitions The following definitions apply throughout this announcement unless the contextotherwise requires: "Acquisition" the proposed acquisition of IDN by Redstone to be effected bymeans of the Offer "Act" the Companies Act 1985 (as amended) "AIM" AIM, the market of that name operated by the London Stock Exchange "AIM Rules" the rules governing the admission to, and operation of, AIM as setout in the AIM Rules for Companies published by the London Stock Exchange fromtime to time "Announcement" this announcement "Approved Scheme" means the IDN Telecom plc 2001 Approved Share Option Schemeadopted on 23 May 2001 "Australia" the commonwealth of Australia, its states, territories orpossessions "Barclays" Barclays Bank PLC "basic Offer TTE Instruction" a transfer to escrow instruction (as defined inthe CREST Manual) "business day" a day (not being a Saturday, a Sunday or a public holiday) onwhich clearing banks in the City of London are open for normal business "Canada" Canada, its possessions, provinces and territories and all areassubject to its jurisdiction or any political subdivision thereof "Capita Registrars" Capita Registrars, Corporate Actions, The Registry, 34Beckenham Road, Beckenham, Kent BR3 4TU, Redstone's receiving agent for thepurposes of the Offer and a trading name of Capita IRG Plc "certificated" or "in certificated form" in relation to a share or othersecurity, not in uncertificated form (that is, not in CREST) "Closing Price" the closing middle market quotation of a share as derived fromthe AIM Appendix of the Daily Official List "Code" The City Code on Takeovers and Mergers "Company" or "Redstone" Redstone plc "connected person" has the meaning given to that term in section 346 of the Act "CREST" the relevant system (as defined in the Regulations) in respect of whichCRESTCo is the operator "CRESTCo" CRESTCo Limited "Daily Official List" the Daily Official List of the London Stock Exchange "Disclosed" means (i) as disclosed in IDN's report and accounts for the yearended 31 October 2005; (ii) as disclosed in IDN's preliminary results for theyear ended 31 October 2006; (iii) as publicly announced by IDN (by the deliveryof an announcement to an authorised Regulatory Information Service prior to X 2006; (iv) as disclosed in this document; or (v) as otherwise disclosed inwriting, or in the documentation or written information provided, to Redstone orits advisers by or on behalf of IDN prior to X 2006 in the context of the Offer "Electronic Acceptance" the inputting and settling of a TTE Instruction whichconstitutes or is deemed to constitute an acceptance of the Offer on the termsset out in this document "EMI Scheme" means the IDN Telecom plc Enterprise Management Incentives Schemeadopted on 23 May 2001 "Enlarged Group" the combined businesses of the Redstone Group and the IDN Groupfollowing the Offer becoming or being declared unconditional in all respects "ESA Instruction" an Escrow Account Adjustment Input (AESN), transaction type"ESA" (as described in the CREST Manual) "Escrow Agent" Capita IRG Plc "Evolution Securities" Evolution Securities Limited "First Closing Date" the date 21 days following the date on which the OfferDocument is posted "Form of Acceptance" the form of acceptance, election and authority relating tothe Offer in respect of certificated IDN Shares to be sent to IDN Shareholderswith the Offer Document "IDN" IDN Telecom plc "IDN Directors" the directors of IDN at the date of this document or "IDN Board" "IDN Group" IDN and its existing subsidiary undertakings "IDN Options" options or other rights to acquire IDN Shares under the IDN ShareOption Schemes or otherwise "IDN Optionholders" holders of IDN Options "IDN Share Option Schemes" each of the Approved Scheme, the Unapproved Schemeand the EMI Scheme "IDN Shareholders" holders of IDN Shares "IDN Shares" the existing issued fully paid ordinary shares of 0.5 pence each inthe capital of IDN and any further such shares which are unconditionallyallotted or issued and fully paid or credited as fully paid before the date onwhich the Offer closes (or such earlier date, not being earlier than the date onwhich the Offer becomes or is declared unconditional as to acceptances asRedstone may, subject to the Code, decide) "Investec" Investec Bank (UK) Limited and its divisions Investec InvestmentBanking and Investec Securities, as the context requires "Japan" Japan, its cities, prefectures, territories and possessions "London Stock Exchange" London Stock Exchange plc "member account ID" the identification code or number attached to any memberaccount in CREST "Offer Document" the document to be issued containing details of the offer "Offer" the offer by Evolution Securities, on behalf of Redstone, on the termsand subject to the conditions to be set out in the Offer Document and the Formof Acceptance (in respect of certificated IDN Shares), to acquire all of the IDNShares (including, where the context requires, any subsequent revision,variation, extension or renewal of such offer) "Offer Price" 2.939 pence for every IDN Share "Panel" the Panel on Takeovers and Mergers "participant ID" the identification code or membership number used in CREST toidentify a particular CREST member or other CREST participant "Redstone Directors" the directors of Redstone at the date of this document "Redstone Group" or "Group" Redstone and its existing subsidiary undertakings "Redstone Shareholders" holders of existing Redstone Shares "Redstone Shares" ordinary shares of 1 penny each in the capital of Redstone "Regulatory Information Service" any channel recognised as a channel for thedissemination of regulatory information by listed companies as defined in theAIM Rules "Restricted Jurisdiction" the United States, Canada, Australia, Ireland or Japanor any other jurisdiction where extension or acceptance of the Offer wouldviolate the law of that jurisdiction "Securities Act" the United States Securities Act 1933, as amended "SME" small and medium sized enterprises "TFE Instruction" a transfer from escrow instruction (as defined in the CRESTManual) "TTE Instruction" a transfer to escrow instruction (as defined in the CRESTManual) "Unapproved Scheme" the IDN Telecom plc 2001 Unapproved Share Option Schemeadopted on 23 May 2001 "uncertificated" or "in uncertificated form" in relation to a share or other security, recorded on therelevant register in uncertificated form in CREST and title to which, by virtueof the Regulations, may be transferred by means of CREST "United Kingdom" or "UK" the United Kingdom of Great Britain and NorthernIreland "UK Listing Authority" the Financial Services Authority acting in its capacityas the competent authority for the purposes of Part VI of the Financial Servicesand Markets Act 2000 "US" or "United States" the United States of America, its territories andpossessions, any state of the United States of America and the District ofColumbia and all other areas subject to its jurisdiction "wider IDN Group" means IDN, its subsidiaries, subsidiary undertakings andassociated undertakings and any other body corporate, partnership, joint ventureor person in which IDN and such undertakings (aggregating their interests) havean interest in 20 per cent. or more of the voting or equity capital (or theequivalent) "wider Redstone Group" means Redstone, its subsidiaries, subsidiary undertakingsand associated undertakings and any other body corporate, partnership, jointventure or person in which Redstone and such undertakings (aggregating theirinterests) have an interest in 20 per cent. or more of the voting or equitycapital (or the equivalent) Save where otherwise stated, for the purpose of this announcement, "subsidiary","subsidiary undertaking", "associated undertaking" and "undertaking" shall beconstrued in accordance with the Act (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act). In this document, the singular includes the plural and vice versa, unless thecontext otherwise requires. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
CTP.L