13th Oct 2005 14:05
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA 13 October 2005 LogicaCMG plc Result of EGM and publication of the Supplementary Prospectus in connectionwith the proposed Acquisition of Unilog S.A. and Rights IssueResults of the EGMLogicaCMG announces that, at its extraordinary general meeting convened andheld at Level One, Exchange House, Primrose Street, London EC2A 2HS onThursday, 13 October 2005 at 9.30 a.m., each of the proposed ordinary andspecial resolutions put to shareholders were duly passed on a poll. The resultsof the poll will be available on www.LogicaCMG.com as soon as practicable afterthis announcement.Supplementary ProspectusOn 19 September 2005, LogicaCMG announced the proposed Acquisition of Unilog,France's sixth largest IT services provider, for a total consideration of ¢â€š¬930.3 million (‚£630.6 million), the 1 for 2 Rights Issue of up to 375,495,147Rights Issue Shares at 107 pence per share to raise net proceeds ofapproximately ‚£389 million and the publication of a prospectus in connectionwith the Acquisition and Rights Issue.On 7 October 2005, LogicaCMG announced that on 3 October 2005 Unilog hadpublished, in French, its unaudited consolidated interim financial results forthe six months ended 30 June 2005 (the "Unilog Interim Results") and itsintention to post a supplementary prospectus to shareholders containing atranslation into English of the full text of the Unilog Interim Resultstogether with a reconciliation of the financial information contained in theUnilog Interim Results showing the material adjustments to the consolidatedprofit after tax and net assets for differences between Unilog's accountingpolicies under IFRS and LogicaCMG's accounting policies under IFRS (the"Supplementary Prospectus").Accordingly, LogicaCMG announces that it has today made the SupplementaryProspectus available to the public in accordance with the Financial Servicesand Markets Act 2000 and the Prospectus Rules of the Financial ServiceAuthority. A copy of the Supplementary Prospectus has also been sent to allshareholders and will be available on www.LogicaCMG.com as soon as practicableafter this announcement.Copies of the Prospectus and Supplementary Prospectus will be available forinspection during normal business hours on Monday to Friday each week (publicholidays excepted) from today until the Rights Issue Shares are issued(expected to be on or around 7 November 2005) at the registered office ofLogicaCMG, Stephenson House, 75 Hampstead Road, London NW1 2PL and at theoffices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS.Copies of the Prospectus and Supplementary Prospectus will be made availablefree of charge upon request.In addition, the Prospectus and Supplementary Prospectus are available forinspection at the Document Viewing Facility at: Financial Service Authority, 25The North Colonnade, London E14 5HS.Except as disclosed in the Supplementary Prospectus, LogicaCMG confirms that,there has been no significant change affecting any matter contained inLogicaCMG's announcements dated 19 September or 7 October 2005 (the"Announcements") and no other significant new matter has arisen which wouldhave been required to be mentioned in the Announcements if it had arisen at thetime of preparation of the Announcements.Admission to tradingIt is expected that admission of the Rights Issue Shares, nil paid, to theOfficial List and to trading on the London Stock Exchange's main market forlisted securities will become effective and that dealings will commence in theRight Issue Shares, nil paid, at 8.00 a.m. on 14 October 2005. The latest timeand date for acceptance and payment in full under the Rights Issue is 11.00a.m. on 4 November 2005. It is expected that Nil Paid Rights will be creditedto the stock accounts of Qualifying CREST Shareholders (other than those withregistered addresses in the United States and the Excluded Territories) andenabled in CREST by 8.00 a.m. on 14 October 2005.Accordingly, Provisional Allotment Letters in respect of entitlements to RightsIssue Shares pursuant to the Rights Issue will be posted to Qualifyingnon-CREST Shareholders (other than those with registered addresses in theUnited States and the Excluded Territories).Certain terms used in this announcement are defined and have the same meaningas in LogicaCMG's announcements dated 19 September and 7 October 2005 and theProspectus, as appropriate, except where the context requires otherwise.For further information please contact:LogicaCMG LogicaCMG media relations - Carolyn +44(0)20 7446 1786 (mobile: +44(0)7841 Esser 602391) LogicaCMG investor relations - Tony +44(0)20 7446 4341 (mobile: +44(0)7733 Richards/ Frances Gibbons 260393) Citigate Dewe Rogerson - Toby Mountford +44(0)20 7638 9571 / Seb Hoyle Merrill Lynch - Bob Wigley/Michael +44(0)20 7628 1000 Findlay BNP Paribas Paris - Daniel Weisslinger +33 1 43 16 94 82 BNP Paribas London - Oliver Ellingham, +44(0)20 7595 2000 Nicholas Groen Hoare Govett - Bob Pringle/Hugo Fisher +44(0)20 7678 8000 Unilog Unilog analyst/investor relations - +33 1 58 22 40 21 Christian Vigui„â€" Unilog press relations - Christine +33 1 58 22 46 91 Dollfus BNP Paribas, which is regulated in the United Kingdom by the Financial ServicesAuthority, is acting as joint financial adviser and underwriter to LogicaCMGand is acting for no-one else in connection with the Acquisition or the RightsIssue and will not be responsible to anyone other than LogicaCMG for providingthe protections afforded to customers of BNP Paribas nor for providing advicein connection with the Acquisition or the Rights Issue or the contents of thisannouncement or any other matter referred to therein.Merrill Lynch International, which is regulated in the United Kingdom by theFinancial Services Authority, is acting as joint financial adviser, jointsponsor, joint corporate broker and underwriter to LogicaCMG and is acting forno-one else in connection with the Acquisition or the Rights Issue and will notbe responsible to anyone other than LogicaCMG for providing the protectionsafforded to customers of Merrill Lynch International nor for providing advicein connection with the Acquisition or the Rights Issue or the contents of thisannouncement or any other matter referred to herein.Hoare Govett, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as joint sponsor, joint corporate broker andunderwriter to LogicaCMG and is acting for no one else in connection with theAcquisition or the Rights Issue and will not be responsible to anyone otherthan LogicaCMG for providing the protections afforded to customers of HoareGovett nor for providing advice in connection with the Acquisition or theRights Issue or the contents of this announcement or any other matter referredto herein.The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published ordistributed should inform themselves about and observe such restrictions.No offer, invitation or inducement to acquire shares or other securities inLogicaCMG is being made by, or in connection with, this announcement. Anyoffer, invitation or inducement to acquire shares in LogicaCMG will be madesolely by means of the Prospectus, published on 19 September 2005, as updatedby the Supplementary Prospectus and any subsequent supplementary prospectus,and any decision to keep, buy or sell shares in LogicaCMG should be made solelyon the basis of the information contained in such document(s).This announcement is not for distribution or transmission, directly orindirectly, in or into the United States, Canada, Australia, Japan or theRepublic of South Africa and does not constitute, or form part of, an offer tosell or the solicitation of an offer to subscribe for or buy any securities("Securities"), nor the solicitation of any vote or approval in anyjurisdiction, nor shall there be any sale, issue or transfer of the Securitiesreferred to in this announcement in any jurisdiction in contravention ofapplicable law.The Securities have not been and will not be registered under the US SecuritiesAct of 1933, as amended (the "Securities Act") and may not be offered or soldin the United States unless registered under the Securities Act or an exemptionfrom such registration is available. No public offering of Securities of theCompany is being made in the United States.ENDLOGICACMG PLCRelated Shares:
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