2nd Feb 2005 07:00
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") OFT CLEARANCE AND OFFER DECLARED UNCONDITIONAL, SAVE AS TO ADMISSION 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.Serco announced on 31 January 2005 that the Offer was declared unconditional asto acceptances.OFT CLEARANCEOn 1 February 2005, the Office of Fair Trading announced that it had decided,on the information currently available to it, not to refer the Offer to theCompetition Commission under the provisions of the Enterprise Act.STATUS OF OFFER CONDITIONSAll conditions to the Offer have now been satisfied or, where permitted,waived, save for the condition relating to the admission to the Official List,and the admission to trading on the London Stock Exchange of, the New SercoShares. Application for such admission has been made.The Offer will remain open for acceptances until further notice.UPDATE ON MIX AND MATCH FACILITY RESULTSSerco today announces that as at 3:00 p.m. (London time) on 28 January 2005,the closing time and date for the Mix and Match Facility, the total shareconsideration available under both the Share Alternative and the Mix and MatchFacility was oversubscribed such that those electing to receive more than 33per cent. of the consideration in the form of New Serco Shares pursuant to theMix and Match Facility will have their share elections scaled down pro rata asper the terms described in the Offer Document dated 17 December 2004.As a result, in addition to their basic entitlement of 33 per cent. under theShare Alternative, Accepting ITNET Shareholders who had validly elected by 3.00p.m. (London Time) on 28 January 2005 under the Mix and Match Facility toexchange more ITNET Shares than their basic entitlement under the ShareAlternative will be entitled to do so in respect of only 32.1 per cent.(approximately) of the ITNET Shares for which they so elected in excess of thatbasic entitlement. Valid elections for New Serco Shares made by ITNETshareholders below their basic entitlements to New Serco Shares under the ShareAlternative will be satisfied in full.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.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