26th May 2005 07:02
Eagerport Limited26 May 2005 Immediate Release 26 May 2005 This announcement is not for release, publication or distribution in or intoCanada, Australia or Japan. Recommended Cash Offer by KPMG Corporate Finance on behalf of the Offeror, a wholly owned indirect subsidiary of Anixter International Inc. and (in the United States) by the Offeror for Infast Group plc The boards of Anixter and Infast are pleased to announce that they have reachedagreement on the terms of a recommended cash offer to be made by KPMG CorporateFinance on behalf of the Offeror, a wholly owned indirect subsidiary of Anixter,(outside of the United States) and by the Offeror in the United States, toacquire the entire issued and to be issued ordinary share capital of Infast, aUK based group focused on inventory management services. Summary of the Offer • The Offer will be 34 pence in cash for each Infast Share. • The Offer values the entire existing issued ordinary sharecapital of Infast at approximately £38.88 million. • The Offer Price represents a premium of approximately 49.5per cent to the Closing Price of 22.75 pence per Infast Share on 12 April 2005(being the last dealing day prior to the announcement by Infast that it hadreceived an approach which may or may not lead to an offer for Infast). • Infast Shareholders will receive the final dividend of 0.6pence per Infast Share for the year ended 31 December 2004 irrespective ofwhether or when the Offer becomes unconditional in all respects. This dividendwill be paid on 3 June 2005 to Infast Shareholders on the register at the closeof business on 6 May 2005. • The Offeror and Anixter have received irrevocable undertakingsand a non binding letter of intent to accept (or procure acceptance of) theOffer from certain Infast Shareholders in respect of a total of 67,116,162Infast Shares representing approximately 58.70 per cent of the existing issuedordinary share capital of Infast. Commenting on the Offer, Robert Grubbs, President and Chief Executive Officer ofAnixter, said: "The addition of the Infast operations to our existing OEM supply business isanother significant step in positioning ourselves as a leader in the supply offasteners and other small parts to original equipment manufacturers, serviceorganisations and government support operations. The Infast customer base addsto and complements the existing base of multi-location and multi-nationalcustomers we service today. Once this transaction is complete we will have proforma annual 2005 projected sales in this market of approximately $755 million." Commenting on the Offer, Graham Titcombe, Chairman of Infast, said: "Our business has changed radically since the Infast Board initiated arestructuring of Infast in 2004. The Infast Group has now re-shaped itself tofocus on inventory management services reflecting the changing needs of itscustomer base. We believe a combination of Infast and Anixter will enhance ourability to achieve our business goals more speedily than would have been thecase as an independent company. The Offer from Anixter represents good value toInfast Shareholders and makes sound commercial and operational sense." This summary should be read in conjunction with the full text of the attachedannouncement. Enquiries: Anixter Dennis Letham Tel: +1 224 521 8601 KPMG Corporate Finance Charles E Cattaneo Tel: +44 (0) 121 232 3356 Buchanan Communications Charles Ryland Tel: +44 (0) 207 466 5000 James Strong Tel: +44 (0) 207 466 5000 Infast Robert Sternick Tel: +44 (0) 1452 880581 John Kimber Tel: +44 (0) 1452 880581 Williams de Broe Jonathan Gray Tel: +44 (0) 207 588 7511 Tim Goodman Tel: +44 (0) 121 609 9966 The HeadLand Consultancy Howard Lee Tel: +44 (0) 20 7036 0369 KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulatedby the Financial Services Authority for investment business activities, isacting for Anixter and the Offeror as financial adviser in relation to the Offerand is not acting for any other person in relation to the Offer. KPMG CorporateFinance will not be responsible to anyone other than Anixter and the Offeror forproviding the protections afforded to its clients or for providing advice inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. Williams de Broe, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Infast and for no one else inconnection with the Offer and will not be responsible to anyone other thanInfast for providing the protections afforded to clients of Williams de Broe orfor giving advice in relation to the Offer or any transaction or arrangementreferred to herein. Under the provisions of Rule 8.3 of the City Code any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether formal or informal) to acquire or control relevantsecurities of Infast, owns or controls, or becomes the owner or controller,directly or indirectly, of one per cent or more of any class of securities ofInfast is required to disclose, by not later than 12.00 noon (London time) onthe Business Day following the date of the relevant transaction, dealings insuch securities of that company (or in any option in respect of, or derivativereferenced to, any such securities) during the period to the First Closing Date,or, if later, the date on which the Offer becomes or is declared unconditionalas to acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Infast by the Offeror or Infast, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed. If youare in any doubt as to the application of Rule 8 to you, please contact anindependent financial adviser 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. This announcement does not constitute an offer or invitation to purchase anysecurities or the solicitation of an offer to buy any securities, pursuant tothe Offer or otherwise. The Offer will be made solely pursuant to the OfferDocument and the Form of Acceptance accompanying the Offer Document, which willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The full text of the conditions and certain further terms of the Offer set outin Appendix I to this announcement form part of and should be read inconjunction with this announcement. Appendix II to this announcement provides details of additional informationregarding the Offer including the basis of calculations and sources of certaininformation included in this announcement. Appendix III to this announcement contains definitions of the terms used in thisannouncement. The availability of the Offer to Infast Shareholders who are not resident inUnited Kingdom or the United States may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdictions. Further details in relation tooverseas shareholders will be set out in the Offer Document. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, electronic mail, telex or telephone) of interstate orforeign commerce of, or any facilities of a national securities exchange ofCanada, Australia, Japan or any jurisdiction where to do so would violate thelaws in that jurisdiction and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility, directly or indirectly from orwithin Canada, Australia, Japan or any such jurisdiction. The Offer in the United States will be made solely by the Offeror, and neitherKPMG LLP, KPMG Corporate Finance, nor any of its respective affiliates, ismaking the Offer in the United States. This announcement may contain various "forward-looking statements" within themeaning of Section 27A of the Securities Act, and Section 21E of the SecuritiesExchange Act relating to the Offer, Anixter and Infast that are subject torisks and uncertainties, including those pertaining to the anticipated benefitsto be realised from the proposed acquisition of Infast. The statements can beidentified by the use of forward-looking terminology such as "believe,""expects," "prospects," "estimated," "should," "may" or the negative thereof orother variations thereon or comparable terminology indicating Anixter'sexpectations or beliefs concerning future events. Anixter cautions that suchstatements are qualified by important factors that could cause actual results todiffer materially from those in the forward-looking statements, a number ofwhich are identified in this announcement. Other factors could also cause actualresults to differ materially from expected results included in these statements.These factors include changes in supplier relationships, foreign political,economic and currency risks, risks associated with inventory, commodity pricefluctuations and risks associated with the integration of recently acquiredcompanies. The members of the Anixter Offer Committee accept responsibility for theinformation contained in this announcement apart from the information in thisannouncement relating to the Infast Group, the Infast Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act) for which the Infast Directors accept responsibility.Subject as aforesaid, to the best of the knowledge and belief of the members ofthe Anixter Offer Committee (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this announcement for which theyaccept responsibility is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The Offeror Directors, accept responsibility for the information contained inthis announcement relating to the Offeror, the Offeror Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act). To the best of the knowledge and belief of the OfferorDirectors (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Infast Directors accept responsibility for the information contained in thisannouncement relating to the Infast Group, the Infast Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act). To the best of the knowledge and belief of the InfastDirectors (who have taken all reasonable care to ensure that such is the case)the information contained in this announcement relating to the Infast Group, theInfast Directors and their immediate families and persons connected with them(within the meaning of Section 346 of the Act) for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. Immediate Release 26 May 2005 This announcement is not for release, publication or distribution in or intoCanada, Australia or Japan. Recommended Cash Offer by KPMG Corporate Finance on behalf of the Offeror, a wholly owned indirect subsidiary of Anixter International Inc. and (in the United States) by the Offeror for Infast Group plc 1. Introduction The boards of Anixter and Infast are pleased to announce that they have reachedagreement on the terms of a recommended cash offer to be made by KPMG CorporateFinance on behalf of the Offeror, a wholly owned indirect subsidiary of Anixter,(outside of the United States) and by the Offeror in the United States, toacquire the entire issued and to be issued ordinary share capital of Infast. TheOffer values each Infast Share at 34 pence and Infast's entire existing issuedordinary share capital at approximately £38.88 million. The Infast Directors, who have been so advised by Williams de Broe, consider theterms of the Offer to be fair and reasonable so far as Infast Shareholders areconcerned. In providing advice to the Infast Directors, Williams de Broe hastaken account of the Infast Directors' commercial assessments. Accordingly, theInfast Directors unanimously recommend that Infast Shareholders accept theOffer, as they have irrevocably undertaken to do (or procure to be done) inrespect of their own beneficial holdings and the holdings of those personsconnected with them comprising, in aggregate, 2,204,646 Infast Shares,representing 1.93 per cent of the entire existing issued ordinary share capitalof Infast. The Offeror and Anixter have received irrevocable undertakings and a non bindingletter of intent to accept (or procure acceptance of) the Offer from certainInfast Shareholders in respect of a total of 67,116,162 Infast Sharesrepresenting approximately 58.70 per cent of the entire existing issued ordinaryshare capital of Infast. 2. The Offer On behalf of the Offeror, KPMG Corporate Finance (outside of the United States)and the Offeror in the United States, will offer to acquire, on the terms andsubject to the conditions set out in Appendix I of this announcement and thoseto be set out in the Offer Document and (for Infast Shareholders who holdcertificated Infast Shares) in the Form of Acceptance, the entire issued and tobe issued ordinary share capital of Infast on the following basis: for each Infast Share 34 pence in cash The Offer values the entire existing issued ordinary share capital of Infast atapproximately £38.88 million. The Offer Price represents a premium of approximately: • 49.5 per cent, to the Closing Price of 22.75 pence per Infast Share on12 April 2005, the last Business Day prior to the date of the InitialAnnouncement; • 59.0 per cent, to the average Closing Price of 21.38 pence per InfastShare during the three months ended 12 April 2005, the last Business Day priorto the date of the Initial Announcement; and • 66.3 per cent, to the average Closing Price of 20.45 pence per InfastShare during the 52 weeks ended 12 April 2005, the last Business Day prior tothe date of the Initial Announcement. The Infast Shares will be acquired by or on behalf of the Offeror fully paid upand free from all liens, equitable interests, charges, encumbrances, rights ofpre-emption and other third party rights or interests and together with allrights now or hereafter attaching thereto, including the right to receive andretain all dividends and other distributions (if any) declared, made or paid onor after 26 May 2005 (other than the final dividend of 0.6 pence per InfastShare for the year ended 31 December 2004 which was announced on 3 March 2005 inthe preliminary statement of results of Infast and approved at Infast's annualgeneral meeting on 28 April 2005 and which will be paid on 3 June 2005 to InfastShareholders on the share register at the close of business on 6 May 2005). The Offer will extend to any Infast Shares which are unconditionally allotted orissued fully paid (or credited as fully paid) prior to the date on which theOffer closes (or such earlier date as the Offeror may, subject to the City Codeand/or with the consent of the Panel, determine) pursuant to the exercise ofoptions under the Infast Share Option Schemes or otherwise. The Offer in the United States will be made solely by the Offeror, and neitherKPMG LLP, KPMG Corporate Finance, nor any of its respective affiliates, ismaking the Offer in the United States. 3. Irrevocable undertakings and letter of intent to accept the Offer The Offeror and Anixter have received irrevocable undertakings to accept (orprocure acceptance of) the Offer from the Infast Directors in respect of theirentire beneficial holdings of Infast Shares and the holdings of those personsconnected with them comprising, in aggregate, 2,204,646 Infast Shares,representing approximately 1.93 per cent of the entire existing issued ordinaryshare capital of Infast. These irrevocable undertakings will lapse only in theevent of the Offer lapsing or being withdrawn. The following table shows the number of Infast Shares in which each of theInfast Directors had an interest on the date of the irrevocable undertakinggiven by him, and in respect of which an irrevocable undertaking was given: Name Number of Infast SharesD G Titcombe 150,000R P Sternick 1,592,324J R Kimber 282,294M J F Parker 30,000A G Bruce 100,028R Seguin 50,000 In addition, the Offeror and Anixter have received irrevocable undertakings toaccept (or procure acceptance of) the Offer in respect of holdings comprising,in aggregate, 43,864,164 Infast Shares and representing approximately 38.36 percent of the entire existing issued ordinary share capital of Infast which willremain binding unless an offer is made or announced by a third party at a levelwhich represents an improvement of 10 per cent or greater in the value of theOffer Price from the following: Name Number of Infast SharesJonathan Paul Moulton 14,617,277Platinum Fund Managers Limited 12,509,176North Atlantic Value LLP 9,277,711Jupiter Unit Trust Managers Limited 5,445,000Jupiter Asset Management Limited 2,015,000 In addition, the Offeror and Anixter have received an irrevocable undertaking toprocure acceptance of the Offer from UBS Global Asset Management (UK) Limited inrespect of 13,962,352 Infast Shares and representing approximately 12.21 percent of the entire existing issued ordinary share capital of Infast which willremain binding unless an offer is made or announced by a third party at a levelwhich represents an improvement of 5 per cent or greater in the value of theOffer Price. The Offeror and Anixter have also received a non binding letter of intent toaccept the Offer from Societe Generale Asset Management UK Limited in relationto 7,085,000 Infast Shares it manages representing 6.20 per cent of the entireexisting issued ordinary share capital of Infast. In total therefore, the Offeror has received irrevocable undertakings to accept(or procure acceptance of) the Offer and a non binding letter of intent, fromInfast Shareholders in respect of 67,116,162 Infast Shares, representingapproximately 58.70 per cent of the entire existing issued ordinary sharecapital of Infast. 4. Background to and reasons for the Offer The acquisition of Infast will strategically expand the Anixter Group's EuropeanOEM supply business. Infast's key strengths include: • its focus on inventory management services which are consistent withthe offerings of the Anixter Group's existing OEM supply business; • its portfolio of large customers which Anixter believes Infast will beable to better grow and serve with the Anixter Group's combination of financialstrength, global distribution platform, logistics capabilities, product andproduct application knowledge and business systems; • its complementary geographic presence; • its extensive product knowledge and technical capabilities; and • its experienced and well trained workforce. The acquisition of Infast will also enable the Anixter Group to leverage furtherits investment in the OEM supply marketplace with the aim of increasing itsreturn on investment by enabling it to offer the capabilities of the combinedcompanies to the consolidated customer base. The Anixter Group's financial strength is highlighted by the fact that theInfast Shares will be acquired using existing cash balances of the AnixterGroup. In addition, the Anixter Group has approximately $300 million of unusedin-place borrowing facilities. The Anixter Group intends to bring together the skills and capabilities of theInfast team with the Anixter fastener operations in the US and the UK. Whencombined with the financial resources of the Anixter Group, the AnixterDirectors believe it will be an organisation with the potential to be thepreferred fastener and other small components supplier to OEMs, serviceorganisations and government support operations. With the Anixter Group'sexisting presence in 45 countries, the Anixter Directors believe the AnixterGroup will be well positioned to expand its relationships with multinationalcustomers which the Combined Group will support. The goal of the Anixter Groupis to use a combination of its financial strength, global distribution platform,logistics capabilities, product and product application knowledge, and businesssystems to provide its and Infast's customers with the opportunity to streamlinetheir supplier base and reduce their total cost of procuring, owning anddeploying small parts to their production lines. The Anixter Directors alsobelieve that a goal in the acquisition of Infast should be the facilitation ofthe growth and success of Infast's business and its employees. Over time, the Anixter Directors expect the earnings contribution from thecombined business to grow and expect the acquisition of Infast to be immediatelyaccretive to earnings. Please note that the above statement should not be interpreted to mean thatearnings per share for Infast or the Combined Group will necessarily be greaterthan those for the relevant preceding financial period. 5. Information on Anixter The Anixter Group is a leader in the provision of advance inventory managementservices, including procurement, just-in-time delivery, quality assurancetesting, advisory engineering services, component kit production, smallcomponent assembly and e-commerce and electronic data interchange to a broadspectrum of customers. The Anixter Group's comprehensive supply chainmanagement solutions are designed to reduce customer procurement and managementcosts and enhance overall production efficiencies. Inventory managementservices are frequently provided under customer contracts for periods in excessof one year and include the interfacing of the Anixter Group and customerinformation systems and the maintenance of dedicated distribution facilities. Through a combination of its service capabilities and a portfolio of productsfrom industry leading manufacturers, the Anixter Group is a leading globaldistributor of data, voice, video and security network communication products aswell as fasteners and other small components which are incorporated into a widevariety of end use applications and include screws, bolts, nuts, washers, pins,rings, fittings, springs, electrical connectors and similar small parts, many ofwhich are specialised or highly engineered for particular applications. Since September 2002, the Anixter Group has acquired the assets or shares ofthree companies engaged in the supply of fasteners and other small components toOEM's including just-in-time and direct line feed programs, which businesses,together with the Anixter Group's existing operations in these categories, areprojected to account for over $475 million in 2005 revenues. During this time,the Anixter Group has developed its position in the market place and the AnixterDirectors believe that the Anixter Group's ability to provide quality productsalong with reliable supply chain services has positioned the Anixter Group wellwith the large multi-location and multi-national customers it serves. TheAnixter Directors believe that the Anixter Group's geographic presence,financial strength and focus on service give it the ability to capitalise on theopportunities in the market place. Founded in 1957, Anixter is listed and traded on the New York Stock Exchangewith a market capitalisation at 24 May 2005 (the last practicable date prior tothe publication of this announcement) of approximately $1,386 million. For theyear ended 31 December 2004, Anixter net sales were $3,275.2 million andoperating income (earnings before interest and taxes) was $138 million. Totalassets as at 1 April 2005 were $1,838.1 million. The Anixter Group serves over 90,000 customers with 275,000 products from nearly3,500 manufacturers. The Anixter Group currently has $600 million of inventoryavailable for delivery and supports and services its customers from 169warehouses with approximately 4.6 million square feet of space. The AnixterGroup consists of 5,600 employees, based in 45 countries and processes more than8,000 customer orders each day. Financial information in respect of Anixter, for at least the last threefinancial years, has been publicly filed with or furnished to the SEC and InfastShareholders may obtain this information via the SEC's EDGAR filing systems,accessible from the SEC's website at www.sec.gov Anixter released its unaudited quarterly report for the three months ended 1April 2005 on 26 April 2005. This report will be included in the Offer Documentand contains details of current trading and prospects of Anixter. Further information on Anixter can also be found on Anixter's website atwww.anixter.com 6. Information on Infast Infast is a UK based company, headquartered in Gloucestershire, operating 25distribution centres in the UK and 6 in the US, employing approximately 900people and operating through three principal divisions: • Premier Automotive, which provides a totally integrated supply chainmanagement service for the automotive and heavy equipment industries; • Industrial Division, which provides fasteners and related componentsto the United Kingdom industrial market; and • Infast USA, which is responsible for the North American and Mexicanmarkets. In its audited financial statements for the year ended 31 December 2004 Infastreported sales and earnings before interest, taxes and exceptional items of£157.1 million and £3.1 million, respectively from the continuing distributionoperations which now comprise the Infast business. Infast Shares are listed on the Official List and traded on the London StockExchange. Based on the Closing Price of 23.5 pence per Infast Share on 25 May2005 (the last Business Day prior to the date of this announcement), Infast hada market capitalisation of approximately £26.87 million. 7. Current trading of Infast On 28 April 2005, Infast announced that business performance in the firstquarter of its current financial year was in line with its expectations and,since then, performance has continued in line with its expectations. The InfastBoard remains confident in the prospects of the re-shaped business of the InfastGroup. 8. Background to and reasons for recommending the Offer After a period of uneven financial performance in 2003, the Infast Boardcommenced a restructuring programme in July 2004 which concluded in an exit fromthe Infast Group's manufacturing operations in February 2005. A subsequent focusby Infast on inventory management services was designed to meet the changingneeds of the Infast Group's customers in an increasingly competitive market. TheInfast Board believed that this shift in Infast's business structure was in thebest interests of both customers and shareholders and the process has now beensuccessfully completed. Over the same period, the Infast Board instituted the merger of its "Industrial"and "Direct" operations in the UK to create a stronger, single source servicechannel to better service the needs of the market while, at the same time, acost reduction plan in the Infast automotive division was implemented. Infast's performance in the first four months of 2005 has been in line with theInfast Board's expectations and the Infast Directors remain confident in theprospects of the re-shaped Infast Group. However, the global market conditionsfor Infast's customers remain challenging and, in order to meet them,consolidation has become an important and growing feature of commercial life inthe industry. Against this background, the Offer from Anixter provides animmediate cash return to Infast Shareholders of 34 pence per Infast Share, whichrepresents a premium of 49.5 per cent to the Closing Price of 22.75 pence perInfast Share on 12 April 2005, being the last business day prior to the InitialAnnouncement. In addition the Infast Board believes a combination with Anixterwill present opportunities for the Infast business which it would be unlikely toachieve in the short term as an independent organisation. The Infast Directors have therefore concluded that the price and certaintyoffered by the Offer is attractive and accordingly they recommend that InfastShareholders accept the Offer. 9. Management and employees The Offeror Board has given assurances to the Infast Directors that, followingthe Offer becoming or being declared unconditional in all respects, the existingemployment rights, including pension rights, of all the employees of Infast willbe fully safeguarded. The Infast Directors have agreed to resign from the Infast Board upon the Offerbecoming or being declared unconditional in all respects. Certain InfastDirectors will continue to provide services to the Combined Group upon the Offerbecoming or being declared unconditional in all respects. 10. Inducement fee Pursuant to a letter dated 25 April 2005 from Infast to Anixter and inconsideration of Anixter making preparations for the Offer, it was agreed thatan inducement fee would be payable by Infast to Anixter on any of the followingevents (each a "Payment Event"): (i) prior to 26 May 2005, a notification by the Infast Directors orany one of them to Anixter that they are not prepared to recommend that theInfast Shareholders accept the Offer; or (ii) prior to 26 May 2005 there is an Independent Competing Offer andthat Independent Competing Offer becomes or is declared unconditional in allrespects or otherwise completes within twelve months of the date of suchIndependent Competing Offer; or (iii) following the announcement by the Offeror of its firm intentionto make the Offer, the Offer lapses or is withdrawn and prior to that there isan Independent Competing Offer and any such Independent Competing Offer becomeswholly unconditional or otherwise completes within 12 months of 26 May 2005; or (iv) following the announcement by the Offeror of its firm intention tomake the Offer, the board of Infast or any of the Directors of Infast fails torecommend the Offer in the Offer Document or withdraws or materially adverselymodifies it or his recommendation. The amount of the break fee depends on the date of the Payment Event and issubject to a minimum of £64,795 and a maximum of £388,772 (inclusive of anyirrecoverable VAT). 11. Infast Share Option Schemes The Offer will extend to any Infast Shares which are issued or unconditionallyallotted fully paid (or credited as fully paid) prior to the date on which theOffer closes (or such earlier date as the Offeror may, subject to the City Code,determine being not earlier than the date on which the Offer becomes or isdeclared wholly unconditional as to acceptances or, if later, the First ClosingDate) pursuant to the exercise of options granted under the Infast Share OptionSchemes. To the extent that such options are not exercised and, in the event that theOffer becomes or is declared unconditional in all respects, appropriateproposals will be made to Infast Option Holders in due course. The Offerorintends that such proposals shall take the form of an "exercise and accept"offer, allowing Infast Option Holders under the Infast 1997 Sharesave Schemewith an exercise price which is less than the Offer Price to exercise theiroptions in accordance with their terms and accept the Offer. No such proposalswill be made to Infast Option Holders whose options have been granted at anexercise price in excess of the Offer Price or which otherwise remainunexercisable in accordance with their terms. 12. Compulsory acquisition, de-listing and re-registration If the Offer becomes or is declared unconditional in all respects, it is theintention of the Offeror, assuming it receives acceptances under the Offer inrespect of and/or otherwise acquires 90 per cent or more of the Infast Shares towhich the Offer relates, to acquire compulsorily any outstanding Infast Sharespursuant to the provisions of sections 428 to 430F (inclusive) of the Act. Following the Offer becoming or being declared unconditional in all respects andas soon as it is able to do so (subject to any applicable requirements of the UKListing Authority), the Offeror intends to procure that Infast will apply to theUK Listing Authority for the cancellation of the listing of the Infast Shares onthe Official List and to the London Stock Exchange for cancellation of tradingof Infast Shares on the London Stock Exchange's market for listed securities. Itis anticipated that cancellation of Infast's listing and admission to tradingwill take effect no earlier than 20 Business Days following the Offer becomingor being declared unconditional in all respects. It is also intended thatresolutions will be proposed to re-register Infast as a private company.De-listing is likely to reduce significantly the liquidity and marketability ofany Infast Shares in respect of which the Offer has not been accepted. 13. Financing Full acceptance of the Offer (and assuming the exercise of all options capableof exercise in accordance with the performance conditions subject to which theywere issued pursuant to the Infast Share Option Schemes) would result in amaximum cash consideration of approximately £39.47 million being payable by theOfferor to Infast Shareholders. The total consideration will be paid out of theexisting cash resources of the Offeror. 14. Overseas Shareholders The availability of the Offer to persons who are not residing in either of theUnited Kingdom or the United States may be affected by the laws of theirrelevant jurisdictions. Such persons should inform themselves of, and observe,any applicable legal or regulatory requirements of their jurisdiction. Furtherdetails in relation to overseas shareholders will be contained in the OfferDocument. The Offer will be made for the securities of a non-US company. The Offer willbe made in accordance with the requirements of the City Code and will be subjectto disclosure and other procedural requirements that are different from thoseunder US law. The Offer will not be made, directly or indirectly, in or into Australia,Canada, Japan or any jurisdiction where to do so would constitute a breach ofsecurities laws in that jurisdiction and the Offer will not be capable ofacceptance from or within Australia, Canada, Japan or any such otherjurisdiction. Accordingly, copies of this announcement and the Offer Documentare not being, and must not be, directly or indirectly, mailed or otherwiseforwarded, distributed or sent in, into or from Australia, Canada, Japan or anyjurisdiction where to do so would constitute a breach of securities laws in thatjurisdiction, and persons receiving this announcement or the Offer Document(including custodians, nominees and trustees) must not mail or otherwisedistribute or send it or them in, into or from such jurisdictions as doing somay invalidate any purported acceptance of the Offer. 15 US Shareholders The Offer will be open to Infast Shareholders resident in the United States.The Offer will be made by the Offeror for the securities of a non-US company.The Offer will be made in accordance with the requirements of the Code and willbe subject to disclosure and procedural requirements that are different fromthose under United States law. Any financial statements included orincorporated in this announcement and to be included or incorporated in theOffer Document may have been prepared in accordance with non-US accountingstandards that may not be comparable to the financial statements of UScompanies. The Offer Document and the accompanying Form of Acceptance will containimportant information about the Offer. The Offeror urges Infast Shareholdersresident in the United States to read the Offer Document and the Form ofAcceptance in their entirety before any decision is made as to the Offer. TheOfferor makes no representation as to the adequacy or fairness of the Offer. The Offer in the United States will be made solely by the Offeror, and neitherKPMG Corporate Finance, nor any of its respective affiliates, is making theOffer in the United States. The Offer Document will not be reviewed by any federal or state securitiescommission or regulatory authority in the United States, nor will any suchcommission or authority pass upon the accuracy or adequacy of the OfferDocument. Any representation to the contrary is unlawful and may be a criminaloffence. 16 Disclosure of interests in Infast Save for the 67,116,162 Infast Shares in respect of which the Offeror hasreceived irrevocable undertakings and a non binding letter of intent to acceptthe Offer, neither Anixter nor any of the Anixter Directors nor any Anixtersubsidiary, nor, so far as Anixter is aware, any person acting in concert withAnixter for the purposes of the Offer, owns, controls or holds any Infast Sharesor any securities convertible or exchangeable into, or rights to subscribe for,purchase or holds any options to purchase any Infast Shares or has entered intoany derivative referenced to Infast Shares which remains outstanding. In view of the requirement for confidentiality, Anixter has not made anyenquiries in this respect of certain parties who may be deemed by the Panel tobe acting in concert with it for the purposes of the Offer. 17. Further information Your attention is drawn to the further information contained in the Appendicesto this announcement. The Offer Document and Form of Acceptance setting out in full the terms andconditions of the Offer will be dispatched to Infast Shareholders as soon aspossible. Enquiries: Enquiries: Anixter Dennis Letham Tel: +1 224 521 8601 KPMG Corporate Finance Charles E Cattaneo Tel: +44 (0) 121 232 3356 Buchanan Communications Charles Ryland Tel: +44 (0) 207 466 5000 James Strong Tel: +44 (0) 207 466 5000 Infast Robert Sternick Tel: +44 (0) 1452 880581 John Kimber Tel: +44 (0) 1452 880581 Williams de Broe Jonathan Gray Tel: +44 (0) 207 588 7511 Tim Goodman Tel: +44 (0) 121 609 9966 The HeadLand Consultancy Howard Lee Tel: +44 (0) 20 7036 0369 KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulatedby the Financial Services Authority for investment business activities, isacting for Anixter and the Offeror as financial adviser in relation to the Offerand is not acting for any other person in relation to the Offer. KPMG CorporateFinance will not be responsible to anyone other than Anixter and the Offeror forproviding the protections afforded to its clients or for providing advice inrelation to the contents of this announcement or any transaction or arrangementreferred to herein. Williams de Broe, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting for Infast and for no one else inconnection with the Offer and will not be responsible to anyone other thanInfast for providing the protections afforded to clients of Williams de Broe orfor giving advice in relation to the Offer or any transaction or arrangementreferred to herein. Under the provisions of Rule 8.3 of the City Code any person who, alone oracting together with any other person(s) pursuant to an agreement orunderstanding (whether formal or informal) to acquire or control relevantsecurities of Infast, owns or controls, or becomes the owner or controller,directly or indirectly, of one per cent or more of any class of securities ofInfast is required to disclose, by not later than 12.00 noon (London time) onthe Business Day following the date of the relevant transaction, dealings insuch securities of that company (or in any option in respect of, or derivativereferenced to, any such securities) during the period to the First Closing Date,or, if later the date on which the Offer becomes or is declared unconditional asto acceptances or lapses or is otherwise withdrawn. Under the provisions of Rule 8.1 of the City Code, all dealings in relevantsecurities of Infast by the Offeror or Infast, or by any of their respective "associates" (within the meaning of the City Code) must also be disclosed. If youare in any doubt as to the application of Rule 8 to you, please contact anindependent financial adviser 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. This announcement does not constitute an offer or invitation to purchase anysecurities or the solicitation of an offer to buy any securities, pursuant tothe Offer or otherwise. The Offer will be made solely pursuant to the OfferDocument and the Form of Acceptance accompanying the Offer Document, which willcontain the full terms and conditions of the Offer, including details of how theOffer may be accepted. The full text of the conditions and certain further terms of the Offer set outin Appendix I to this announcement form part of and should be read inconjunction with this announcement. Appendix II to this announcement provides details of additional informationregarding the Offer including the basis of calculations and sources of certaininformation included in this announcement. Appendix III to this announcement contains definitions of the terms used in thisannouncement. The availability of the Offer to Infast Shareholders who are not resident inUnited Kingdom or the United States may be affected by the laws of the relevantjurisdictions in which they are located or of which they are citizens. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdictions. Further details in relation tooverseas shareholders will be set out in the Offer Document. The Offer will not be made, directly or indirectly, in or into, or by use of themails of, or by any means or instrumentality (including, without limitation,facsimile transmission, electronic mail, telex or telephone) of interstate orforeign commerce of, or any facilities of a national securities exchange ofCanada, Australia, Japan or any jurisdiction where to do so would violate thelaws in that jurisdiction and the Offer will not be capable of acceptance by anysuch use, means, instrumentality or facility, directly or indirectly from orwithin Canada, Australia, Japan or any such jurisdiction. The Offer in the United States will be made solely by the Offeror, and neitherKPMG LLP, KPMG Corporate Finance, nor any of its respective affiliates, ismaking the Offer in the United States. This announcement may contain various "forward-looking statements" within themeaning of Section 27A of the Securities Act, and Section 21E of the SecuritiesExchange Act relating to the Offer, Anixter and Infast that are subject torisks and uncertainties, including those pertaining to the anticipated benefitsto be realised from the proposed acquisition of Infast. The statements can beidentified by the use of forward-looking terminology such as "believe,""expects," "prospects," "estimated," "should," "may" or the negative thereof orother variations thereon or comparable terminology indicating Anixter'sexpectations or beliefs concerning future events. Anixter cautions that suchstatements are qualified by important factors that could cause actual results todiffer materially from those in the forward-looking statements, a number ofwhich are identified in this announcement. Other factors could also cause actualresults to differ materially from expected results included in these statements.These factors include changes in supplier relationships, foreign political,economic and currency risks, risks associated with inventory, commodity pricefluctuations and risks associated with the integration of recently acquiredcompanies The members of the Anixter Offer Committee accept responsibility for theinformation contained in this announcement apart from the information in thisannouncement relating to the Infast Group, the Infast Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act) for which the Infast Directors accept responsibility.Subject as aforesaid, to the best of the knowledge and belief of the members ofthe Anixter Offer Committee (who have taken all reasonable care to ensure thatsuch is the case), the information contained in this announcement for which theyaccept responsibility is in accordance with the facts and does not omit anythinglikely to affect the import of such information. The Offeror Directors, accept responsibility for the information contained inthis announcement relating to the Offeror, the Offeror Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act). To the best of the knowledge and belief of the OfferorDirectors (who have taken all reasonable care to ensure that such is the case),the information contained in this announcement for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. The Infast Directors accept responsibility for the information contained in thisannouncement relating to the Infast Group, the Infast Directors and theirimmediate families and persons connected with them (within the meaning ofsection 346 of the Act). To the best of the knowledge and belief of the InfastDirectors (who have taken all reasonable care to ensure that such is the case)the information contained in this announcement relating to the Infast Group, theInfast Directors and their immediate families and persons connected with them(within the meaning of Section 346 of the Act) for which they acceptresponsibility is in accordance with the facts and does not omit anything likelyto affect the import of such information. APPENDIX I CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER PART A: Conditions of the Offer The Offer will be subject to the following conditions: (a) valid acceptances of the Offer being received (and not, wherepermitted, withdrawn) by no later than 1.00 p.m. (London time) on the FirstClosing Date (or such later time(s) and/or date(s) as the Offeror may, with theconsent of the Panel or subject to the rules of the Code, decide) in respect ofnot less than 90 per cent (or such lesser percentage as the Offeror may decide)in nominal value of the Infast Shares to which the Offer relates, provided thatthis condition will not be satisfied unless Anixter and/or its wholly-ownedsubsidiaries shall have acquired or agreed to acquire, whether pursuant to theOffer or otherwise, Infast Shares carrying, in aggregate, more than 50 per centof the voting rights then normally exercisable at a general meeting of Infast,and for this purpose: (i) Infast Shares which have been unconditionally allotted butnot issued shall be deemed to carry the voting rights which they will carry uponbeing entered in the register of members of Infast; and (ii) the expression "Infast Shares to which the Offer relates"shall be construed in accordance with sections 428 to 430F inclusive of theCompanies Act; (b) (i) the Office of Fair Trading not having indicatedprior to the date when the Offer would otherwise have become unconditional inall respects that it intends to refer the Offer or the Acquisition or any partthereof or any matter arising therefrom or relating thereto to the CompetitionCommission under Sections 22 or 33 of the Enterprise Act 2002; (ii) all necessary filings having been made and all necessaryapprovals having been obtained, from all relevant authorities of the MemberStates (for the purposes of this Appendix I being the member states of theEuropean Union) and/or parties to the European Economic Agreement and allapplicable waiting periods under any relevant national merger statute,legislation, regulation, decision or order of the Member States and/or partiesto the European Economic Agreement having expired, lapsed or been terminated asappropriate, and all necessary statutory or regulatory obligations in the MemberStates and/or parties to the European Economic Agreement having been compliedwith, in each case in respect of the Offer or the Acquisition; (c) no central bank, government, government department orgovernmental, quasi-governmental, supranational, municipal, statutory, tax,regulatory or investigative body, authority (including any national anti-trust,competition or merger control authorities) or any court, trade agency,association, institution or professional or environmental body (each a "RelevantAuthority") having instituted or implemented any action, proceedings, suit,investigation, reference or enquiry, or made, proposed or enacted any statute,regulation or order and there not continuing to be outstanding any statute,legislation, regulation, decision or order thereof, which would or mightreasonably be expected to: (i) make the Offer or its implementation or the Acquisitionvoid, unenforceable, prohibited and/or illegal under the laws of any relevantjurisdiction or restrain, restrict, prohibit, delay or otherwise interfere withthe implementation thereof, or impose additional conditions or obligations withrespect thereto, or otherwise challenge or interfere with the Offer or itsimplementation or the Acquisition in any such case to a material extent; (ii) require, prevent or delay the divestiture, or alter theterms of any proposed divestiture, by any member of the Wider Anixter Group orthe Wider Infast Group of all or any part of their respective businesses, assetsor property or impose any limitation on the ability of any member of the WiderAnixter Group or the Wider Infast Group to conduct any of their respectivebusinesses or own or dispose of any of their respective assets or property orany part thereof in each case the result of which would have a material adverseeffect on the Wider Anixter Group or the Wider Infast Group, as the case maybe, taken as a whole; (iii) impose any material limitation on, or result in a materialdelay in, the ability of any member of the Wider Anixter Group to acquire or tohold or to exercise effectively, directly or indirectly, all or any rights ofownership of shares or loans or securities convertible into shares in any memberof the Wider Infast Group or to exercise management control over any member ofthe Wider Infast Group; (iv) require any member of the Wider Anixter Group or the WiderInfast Group to acquire or offer to acquire any shares or other securities (ortheir equivalent) or any interest in any member of the Wider Infast Group ownedby any third party (other than in implementation of the Offer or pursuant toRule 9 of the Code) or to sell or offer to sell any shares or other securities(or their equivalent) in the Wider Anixter Group or the Wider Infast Group; (v) result in any member of the Wider Anixter Group or the WiderInfast Group ceasing to be able to carry on business under any name under whichit presently does so or ceasing to be able to use in its business any name,trademark or other intellectual property right which it at present uses in eachcase on the same basis and terms as at present apply where such name or use ismaterial to the business of the Wider Anixter Group or the Wider Infast Grouptaken as a whole; and all applicable waiting periods during which any such RelevantAuthority could decide to take, institute, implement or threaten any suchaction, proceedings, suit, investigation, reference or enquiry or otherwiseintervene under the laws of any relevant jurisdiction in respect of the Offer orin connection with the Acquisition having expired, lapsed or been terminated; (d) Except as Disclosed there being no provision of anyarrangement, agreement, licence, permit, lease, franchise, instrument orauthorisation to which any member of the Wider Infast Group is a party or by orto which any such member or any of its assets is or may be bound, entitled orsubject and which, in consequence of the Offer or the Acquisition would or mightreasonably be expected to, in each case to an extent which is material in thecontext of the Wider Infast Group, taken as a whole result in: (i) any monies borrowed by, or other indebtedness (actual orcontingent) of, any such member being or becoming repayable or capable of beingdeclared repayable immediately or prior to their or its stated maturity orrepayment dates or the ability of any such member to borrow monies or to incurany indebtedness being withdrawn or inhibited or becoming capable of beingwithdrawn or inhibited; (ii) any such arrangement, agreement, licence, permit, lease,franchise, instrument or authorisation or the rights, liabilities, obligationsor interests of any such member thereunder being terminated or adverselymodified; (iii) the creation of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anysuch member or any such mortgage, charge or other security interest (wheneverarising or having arisen) becoming enforceable or being capable of beingenforced; (iv) the rights, liabilities, obligations or interests of any suchmember under any such arrangement, agreement, licence, permit, lease, franchise,instrument or authorisation being terminated or modified; (v) any assets or interest of any such member being or falling tobe disposed of or charged or any right arising under which any such asset orinterest could be required to be disposed of or charged, in any such case, otherthan in the ordinary course of business; (vi) any such member ceasing to be able to carry on business underany name under which it presently does so or ceasing to be able to use in itsbusiness any name, trademark or other intellectual property right which it atpresent uses, in each case on the same basis and terms as at present apply; or (vii) the value or business, assets, financial or trading position,profits of any such member being prejudiced or adversely affected; (e) except as Disclosed, no member of the Wider Infast Grouphaving since 31 December 2004: (i) issued or agreed to issue, or authorised or proposed theissue of, additional shares of any class, or securities convertible into orexchangeable for, or rights, warrants or options to subscribe for or acquire,any such shares or convertible securities (save for options granted, and for anyInfast Shares allotted upon exercise of options granted, under the Infast ShareSchemes or between Infast and wholly-owned members of the Infast Group before 26May 2005); (ii) recommended, declared, paid or made or proposed torecommend, declare, pay or make any bonus issue in respect of shares, dividendor other distribution, whether payable in cash or otherwise, other than lawfullypaid or made to another wholly-owned member of the Infast Group other than thefinal dividend of 0.6 pence per Infast Share payable on 3 June 2005; (iii) acquired or disposed of or transferred, mortgaged or chargedor created any security interest over any material asset or any right, title orinterest in any material asset (including shares and trade investments) orproposed or announced any intention to do so; (iv) (save for intra-Infast Group transactions and other than inthe ordinary course of business) implemented, effected, authorised, proposed orannounced its intention to implement, effect, authorise or propose any merger,demerger, reconstruction, amalgamation, scheme, commitment or acquisition ordisposal of assets or shares (or the equivalent thereof) in any undertaking orundertakings that is material in the context of the Infast Group taken as awhole or any change in its share or loan capital; (v) issued, authorised or proposed or announced an intention topropose the issue of any debentures or otherwise than in the ordinary course ofbusiness become subject to any contingent liability or incurred or increased anyRelated Shares:
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