10th Jan 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") LEVEL OF ACCEPTANCES AND EXTENSION OF OFFER CLOSING DATE 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.ACCEPTANCE LEVEL AND EXTENSION OF CLOSING DATESerco today announces that as at 3.00 p.m. (London time) on 7 January 2005, thefirst closing date of the Offer, valid acceptances of the Offer had beenreceived in respect of 26,578,352 ITNET Shares, representing approximately 36.2per cent. of the existing issued ordinary share capital of ITNET.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 2,067,000 ofthese shares were received by Serco prior to the first closing date and areincluded in the acceptances referred to above. The remaining 1,380,708 ITNETShares that are subject to the irrevocable undertakings comprise 73,460 ITNETShares in respect of which an invalid acceptance has been received and1,307,248 ITNET Shares which are to be allocated or issued pursuant to theexercise of options granted, or the vesting of awards, under the ITNET ShareOption Schemes or ITNET Share Schemes.Prior to the commencement of the Offer Period (as defined in the Code), neitherSerco nor any person acting in concert with Serco owned any ITNET Shares.On 16 December 2004, Serco acquired 4,254,542 ITNET Shares (representingapproximately 5.8 per cent. of ITNET's existing issued ordinary share capital)on-market. Apart from this acquisition, 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).As a result, Serco has acquired or received valid acceptances for 30,832,894ITNET Shares, representing approximately 42.0 per cent. of ITNET's existingissued ordinary share capital.The Offer, including the Share Alternative and the Mix and Match Facility, hasbeen extended and will remain open until 3.00 p.m. (London time) on 21 January2005 (unless further extended).To 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, and, in any event, byno later than 3.00 p.m. (London time) on 21 January 2005.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).TAX CLEARANCEThe Board of Inland Revenue has confirmed to Serco that it is satisfied thatthe provisions of s137(1) of the Taxation of Chargeable Gains Act 1992 shouldnot have effect in respect of the Offer and that s135 of the Taxation ofChargeable Gains Act 1992 would not be prevented from applying. This means thats135 of the Taxation of Chargeable Gains Act 1992 (under which an exchange ofITNET Shares for New Serco Shares under the Share Alternative will not betreated as a disposal of ITNET Shares for the purposes of tax on capital gains)will apply to an ITNET Shareholder who (together with persons connected withhim) holds more than 5 per cent. of the ITNET Shares.SERCO FINAL 2004 DIVIDEND - RECORD DATE UPDATESerco has previously advised that any New Serco Shares issued in connectionwith the Offer will be entitled to all dividends and other distributionsdeclared, made or paid after the date of the Offer. This would include anyfinal Serco dividend for the year ended 31 December 2004, if the acceptingITNET Shareholder concerned has been allotted New Serco Shares before therecord date for any such final dividend. Serco now expects the record date forany such final dividend to be on or about 11 March 2005. The announcement ofSerco's preliminary results for the year ended 31 December 2004 is expected totake place on or about 1 March 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.ENDENDRelated Shares:
Serco