Posting of Scheme Document
On 25 August 2008, the Boards of Infosys Technologies Limited ("Infosys") and Axon Group Plc (''Axon'' or the ''Company'') announced that they had reached agreement on the terms of a recommended cash offer to be made by Infosys for the entire issued and to be issued ordinary share capital of Axon to be effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Accordingly, the Company now announces that a scheme document in relation to the Scheme (the "Scheme Document") will be posted to Axon Shareholders today, 20 September 2008.
The Court Meeting and Extraordinary General Meeting in relation to the Scheme have been convened for 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting shall have been concluded or adjourned) respectively on 20 October 2008. Both meetings will be held at the offices of Osborne Clarke at One London Wall, London EC2Y 5EB. A full description of the expected timetable of principal events, the terms and conditions of the Scheme and the action to be taken by Scheme Shareholders are set out in the Scheme Document. As described in the Scheme Document, the Scheme will require the approval of Scheme Shareholders at the Court Meeting, the passing of a resolution by Axon Shareholders at the Extraordinary General Meeting and the sanction of the Scheme by the Court.
Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne Clarke at One London Wall, London EC2Y 5EB, up to and including the Effective Date.
Capitalised terms used in this announcement but not defined shall bear the meaning ascribed to them in the Scheme Document.
Download the Scheme Document
Enquiries:
Axon
Stephen Cardell
Iain McIntosh
Roy Merritt
Tel: +44 1784 480 800
Citi (financial adviser and joint corporate broker to Axon)
William Barter
Richard Moore
Charles Lytle
Tel: +44 207 986 6946
Tel: +44 207 986 5376
Tel: +44 207 986 0519
Panmure Gordon (joint corporate broker to Axon)
Dominic Morley
Tel: +44 207 614 8388
Bell Pottinger (PR adviser to Axon)
Chris Hamilton
Mike Davis
Tel: +44 7870 257 276 Tel: +44 7871 255 055
Infosys
S Gopalakrishnan
V Balakrishnan
Tel: +91 802 852 0261 Tel: +91 802 852 0440
RBS
Tom Willett
Charles Roast
Anjani Kumar
Tel: +44 207 678 0711
Tel: +44 207 678 0842
Tel: +44 207 678 8987
RBS Hoare Govett (broker to the Acquisition)
Alexander Garton
Tel: +44 207 678 7508
Financial Dynamics (PR adviser to Infosys)
Ed Bridges
James Melville-Ross
Tel: +44 207 831 3113
ABN AMRO Corporate Finance Limited which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Infosys in connection with the Acquisition and is not acting for any other person in relation to the Acquisition and will not be responsible to anyone other than Infosys for providing the protections afforded to clients of ABN AMRO Corporate Finance Limited, nor for providing advice in relation to the Acquisition or any matters referred to herein.
Citi, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Axon in connection with the Acquisition and is not acting for any other person in relation to the Acquisition and will not be responsible to anyone other than Axon for providing the protections afforded to clients of Citi, nor for providing advice in relation to the Acquisition or any matters referred to herein.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of Axon, all 'dealings' in any 'relevant securities' of Axon (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Axon, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Axon by Infosys, or Axon, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20 7638 1554.
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