3rd Feb 2005 08:20
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") OFFER UNCONDITIONAL IN ALL RESPECTS 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.OFFER UNCONDITIONAL IN ALL RESPECTSOn 2 February 2005, Serco announced that all conditions to the Offer had beensatisfied or, where permitted, waived, save for the condition relating to theadmission to the Official List, and the admission to trading on the LondonStock Exchange, of the New Serco Shares (the "Admission Condition").Serco today announces that the Admission Condition has been satisfied.Accordingly, the Offer is now unconditional in all respects.The Offer will remain open for acceptances until further notice.CONSIDERATIONConsideration to which any ITNET Shareholder is entitled under or inconsequence of the Offer will be paid within 14 days of today's date in respectof acceptances received by that date which are valid and complete in allrespects, and within 14 days of the date of receipt in respect of any furtheracceptances which are received after today's date and which are valid andcomplete in all respects (as per the terms described in the Offer Documentdated 17 December 2004).CANCELLATION OF LISTINGAs indicated in the Offer Document dated 17 December 2004, it is Serco'sintention to procure that ITNET apply for the cancellation of the listing ofthe ITNET Shares on the Official List and to the London Stock Exchange for thecancellation of trading of ITNET Shares on the London Stock Exchange's marketfor listed securities. Accordingly, the 20 business day notice period hascommenced and it is anticipated that cancellation of listing and trading willtake effect on or after 7 March 2005, being not less than 20 business days fromthe date of this announcement. From that date ITNET will cease to be a listedcompany and there will be no publicly traded market for ITNET Shares.ACCEPTANCE PROCEDURETo accept the Offer, ITNET Shareholders should complete, sign and return theForm of Acceptance, whether or not their ITNET Shares are held in CREST, inaccordance with the instructions set out in the Offer Document and in the Formof Acceptance so as to be received as soon as possible.ITNET Shareholders who have any queries in relation to the procedure foracceptance, or who would like a replacement Form of Acceptance, can contactComputershare Investor Services PLC on 0870 702 0100 (or +44 (0)870 702 0100for callers outside the UK).ITNET Shareholders who have not accepted the Offer are urged to do so withoutdelay.COMMENTARYKevin Beeston, Executive Chairman of Serco commented: "The addition of ITNETwill enhance Serco's capability to compete for larger and higher valuecontracts across the broader customer base in the expanding businesstransformation and local government outsourcing markets and in those sectorsthat ITNET does not serve. The significant operational and strategic advantageswill bring strong benefits to employees and customers through the enhancedcommercial offering and increased opportunities to secure and retain long termcontracts. I am confident the Enlarged Group will create additional valuethrough our well-balanced portfolio and a strong commercial offering."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 NOTE TO EDITORSSerco is one of the world's leading service companies in its chosen markets. Bysuccessfully managing organisational design and change, it helps national andlocal governments and private sector clients around the world to improve boththe delivery and value for money of their services.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