RNS Number : 5529F
Avnet, Inc.
10 October 2008
Not for release, publication or distribution, in whole or in part, in, into or from ANY jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
10 October 2008
AVNET, INC.
RECOMMENDED CASH OFFER FOR ABACUS GROUP PLC
Summary
* The boards of Avnet, Inc. ("Avnet") and Abacus Group plc ("Abacus") are pleased to announce that they have reached agreement on
the terms of a recommended cash offer to be made by Avnet or one of its subsidiaries for the entire issued and to be issued share capital of
Abacus (the "Offer").
* Under the terms of the Offer, Abacus Shareholders will be entitled to receive 55.0 pence in cash for each Abacus Share.
* The Offer values the entire issued and to be issued share capital of Abacus at approximately �42.2 million.
* The Offer represents a premium of approximately:
* 115.7 per cent. to the Closing Price of 25.5 pence per Abacus Share on 9 October 2008, being the day before this announcement;
* 139.1 per cent. to the Closing Price of 23.0 pence per Abacus Share on 17 September 2008, being the day before Abacus'
announcement that it is in talks regarding a potential offer;
* 125.4 per cent. to the average daily Closing Price of 24.4 pence per Abacus Share for the three month period before Abacus'
announcement that it is in talks regarding a potential offer; and
* 45.9 per cent. to the average daily Closing Price of 37.7 pence per Abacus Share for the six month period before Abacus'
announcement that it is in talks regarding a potential offer.
* The Abacus Directors, who have been so advised by HSBC, consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Abacus Shareholders accept the Offer, as the Abacus Directors have irrevocably undertaken to do (or procure to be done) in
respect of their own beneficial interests and holdings, being in aggregate 429,410 Abacus Shares, representing approximately 0.57 per cent.
of the issued share capital of Abacus. In providing its advice, HSBC has taken into account the commercial assessments of the Abacus
Directors.
* Avnet has received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Abacus Directors as well
as irrevocable undertakings from certain other Abacus Shareholders, in respect of, in aggregate, 22,240,559 Abacus Shares, representing
30.24 per cent. of the issued share capital of Abacus. The undertakings from the Abacus Directors remain binding in the event of a competing
offer being made for Abacus. The undertakings from the Abacus Shareholders (other than the Abacus Directors) remain binding in the absence
of a competing bid for a consideration which represents an improvement of 10 per cent. or more in the value of the consideration offered by
Avnet.
* Avnet is one of the largest distributors of electronic components, computer products and technology services and solutions with
more than 300 locations serving more than 70 countries worldwide. The company markets, distributes and optimises the supply-chain and
provides design-chain services for the products of the world's leading electronic component suppliers, enterprise computer manufacturers and
embedded subsystem providers. Avnet brings a breadth and depth of capabilities, such as maximising inventory efficiency, managing logistics,
assembling products and providing engineering design assistance for its approximately 100,000 customers, accelerating their growth through
cost-effective, value-added services and solutions. For the fiscal year ended 28 June 2008, Avnet generated revenue of approximately
U.S.$18.0 billion. Avnet is a public company listed on the New York Stock Exchange since 1960.
* Founded in 1972, Abacus is one of the leading distributors of electronic components in Europe operating through a network of 39
local offices and five warehouses across 10 European countries and an Asian office and warehouse in Hong Kong. The business has developed
both through organic growth in its core business of component distribution and through acquisition, which has resulted in an extended
geographic presence and more diversified product range. Business activities are broadly split between three operating areas, which are
composed of 21 separate trading operations, these being: Abacus Electronic Component Distribution; Abacus Embedded (specialist
distribution); and Alpha 3 Manufacturing. Abacus, which is headquartered in Newbury, UK, currently employs approximately 1,000 staff.
* The Offer is conditional, amongst other things, on the receipt of EU merger control clearance.
Commenting on the Offer, Roy Vallee, Chairman and Chief Executive Officer of Avnet, said:
"This acquisition of Abacus represents an excellent complement to our Electronics Marketing group in EMEA. With a respected management
team, talented associates and a substantial number of new customers, Abacus provides Avnet with exciting growth opportunities in the region.
Our financial strength affords us the opportunity to acquire excellent companies like Abacus despite current conditions in the credit
markets."
Commenting on the Offer, Anthony Westropp, Chairman of Abacus, said:
"The Abacus Directors believe that Abacus' share price has failed for some time to reflect the underlying value of the business. This,
coupled with the high level of borrowings, has also frustrated Abacus from pursuing its preferred strategy of expansion through acquisition
and acting as consolidator in the sector. Not only does the Avnet offer represent a healthy premium for shareholders, during a period of
challenging trading conditions, but there is also a strong strategic business rationale for the acquisition."
Banc of America Securities is acting as exclusive financial adviser to Avnet in respect of the Offer. Allen & Overy LLP is acting as
legal adviser to Avnet.
HSBC is acting as exclusive financial adviser to Abacus in respect of the Offer. Charles Russell LLP is acting as legal adviser to
Abacus.
This summary should be read in conjunction with the full text of the attached announcement and the appendices.
Enquiries:
AVNET, INC. Telephone:
Vincent Keenan, Vice President and Director, US +1 480 643 7053
Investor Relations
Georg Steinberger, Vice President, Communications Ger +49 81 2177 4203
BANC OF AMERICA SECURITIES Telephone:
(Financial adviser to Avnet)
Derek Shakespeare, Managing Director - European M&A
Georg Schloendorff, Managing Director - Technology UK +44 20 7174 4800
M&A US +1 646 313 7926
Hugh Moran, Associate - European M&A UK +44 20 7174 4411
ABACUS GROUP PLC Telephone:
Martin Kent, Chief Executive Officer UK +44 16 3536
Peter Allen, Chief Financial Officer UK 222
+44 16 3536
222
HSBC Telephone:
(Financial adviser and corporate broker to Abacus)
Nic Hellyer, Managing Director
UK +44 20 7992
1683
BUCHANAN COMMUNICATIONS Telephone:
(PR adviser to Abacus) UK +44 20 7466
Tim Anderson 5000
Mary-Jane Johnson
Further Information
This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form
any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document which will contain the full terms and conditions of the Offer. Any response to the Offer should be made only on the
basis of information contained in the Offer Document. Abacus Shareholders are advised to read the formal documentation in relation to the
Offer carefully, once it has been dispatched.
Banc of America Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Avnet in connection with the Offer and for no-one else and will not be responsible to anyone other than Avnet for providing the protections
afforded to clients of Banc of America Securities or for providing advice in relation to the Offer or any other matters referred to in this
announcement.
HSBC, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Abacus in connection with
the Offer and for no one else and will not be responsible to anyone other than Abacus for providing the protections afforded to clients of
HSBC or for providing advice in relation to the Offer or any other matters referred to in this announcement.
Overseas Jurisdictions
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. The release, publication or distribution of this summary and the attached announcement in
jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply
with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This summary and the attached
announcement have been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Any persons (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intend to, or who may be under a
contractual or legal obligation to, forward this summary and the attached announcement and/or the Offer Document and/or any other related
document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
Further details in relation to overseas shareholders will be contained in the Offer Document.
Forward-looking statements
This announcement includes "forward-looking statements" concerning Abacus and Avnet. These statements are based on the current
expectations of the management of Abacus and Avnet and are naturally subject to uncertainty and changes in circumstances. Forward-looking
statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results. Neither Abacus nor Avnet undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent
legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of Abacus, all "dealings" in any "relevant securities" of Abacus (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
Offer becomes, or is declared, unconditional as to acceptances, 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 Abacus, 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 Code, all "dealings" in "relevant securities" of Abacus by Avnet or Abacus, 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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
General
This summary should be read in conjunction with the full text of this announcement. Appendix I to this announcement contains the
conditions to, and certain further terms of, the Offer; Appendix II to this announcement contains further details of the sources of
information and bases of calculations used in this announcement; Appendix III to this announcement contains details of irrevocable
undertakings obtained by Avnet; and Appendix IV to this announcement contains definitions of certain expressions used in this summary and in
this announcement.
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and
Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Rule 2.10
In accordance with Rule 2.10 of the Code, Abacus confirms that as at the close of business on 9 October 2008 it had 73,552,241 ordinary
shares of 5 pence each in issue. The International Securities Identification Number (ISIN) for Abacus' ordinary shares is GB0000305796.
Not for release, publication or distribution, in whole or in part, in, into or from ANY jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
10 October 2008
AVNET, INC.
RECOMMENDED CASH OFFER FOR ABACUS GROUP PLC
1. Introduction
The boards of Avnet, Inc.("Avnet") and Abacus Group plc ("Abacus") are pleased to announce that they have reached agreement on the terms
of a recommended cash offer to be made by Avnet or one of its subsidiaries for the entire issued and to be issued share capital of Abacus
(the "Offer").
2. The Offer
The Offer, which will be made on the terms and subject to the conditions set out in Appendix I to this announcement and will be subject
to the further terms to be set out in the Offer Document and the Form of Acceptance, is being made on the following basis:
for each Abacus Share 55.0 pence in cash
* The Offer values the entire issued and to be issued share capital of Abacus at approximately �42.2 million.
* The Offer represents a premium of approximately:
* 115.7 per cent to the Closing Price of 25.5 pence per Abacus Share on 9 October 2008, being the day before this announcement;
* 139.1 per cent. to the Closing Price of 23.0 pence per Abacus Share on 17 September 2008, being the day before Abacus'
announcement that it is in talks regarding a potential offer;
* 125.4 per cent. to the average daily Closing Price of 24.4 pence per Abacus Share for the three month period before Abacus'
announcement that it is in talks regarding a potential offer; and
* 45.9 per cent. to the average daily Closing Price of 37.7 pence per Abacus Share for the six month period before Abacus'
announcement that it is in talks regarding a potential offer.
* The Abacus Shares to be acquired pursuant to the Offer will be acquired fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and any other third party rights or interest whatsoever and together with all rights now or hereafter
attaching to them, including voting rights and, without limitation, the right to receive and retain in full all dividends and other
distributions (if any) declared or made on or after the date of this announcement.
There will be no loan note alternative.
3. Recommendation
The Abacus Directors, who have been so advised by HSBC, consider the terms of the Offer to be fair and reasonable and unanimously
recommend that Abacus Shareholders accept the Offer, as the Abacus Directors have irrevocably undertaken to do (or procure to be done) in
respect of their own beneficial interests and holdings, being, in aggregate 429,410 Abacus Shares, representing approximately 0.57 per cent.
of the issued share capital of Abacus. In providing its advice, HSBC has taken into account the commercial assessments of the Abacus
Directors.
4. Irrevocable undertakings
Avnet has received irrevocable undertakings to accept (or procure the acceptance of) the Offer from the Abacus Directors as well as
irrevocable undertakings from certain other Abacus Shareholders, in respect of, in aggregate, 22,240,559 Abacus Shares, representing 30.24
per cent. of the issued share capital of Abacus. The undertakings from the Abacus Directors remain binding in the event of a competing offer
being made for Abacus. The undertakings from the Abacus Shareholders (other than the Abacus Directors) remain binding in the absence of a
competing bid for a consideration which represents an improvement of 10 per cent. or more in the value of the consideration offered by
Avnet.
5. Background to, and reasons for, the Offer
Abacus' businesses offer Avnet opportunities to diversify its current product range and services offerings throughout Europe. Avnet
believes the transaction will strengthen its value proposition to customers and suppliers as an IPE, display and embedded specialist in
Europe. The knowledgeable, professional and experienced team of Abacus will help Avnet to access a very broad customer base, especially in
the UK, the Nordic region, France, Benelux, Germany and Italy.
The terms of the Offer are consistent with Avnet's previously stated goals for long-term return on capital employed. The transaction is
also expected to be accretive to earnings by approximately 10-15 U.S. cents per Avnet share in Avnet's next fiscal year, excluding
integration charges. This statement does not constitute a profit forecast and should not be interpreted to mean that earnings for the
financial year 2009 or any subsequent financial period would necessarily be greater than for any preceding financial period or otherwise
changed.
6. Background to, and reasons for, the recommendation
The trading environment has been challenging for Abacus since the beginning of the year and, as noted in the trading update announcement
made on 18 September 2008, this was particularly the case throughout Europe during the summer months when sales were lower than the Abacus
Directors anticipated. There was no compensating pick up of sales in September.
Notwithstanding these trading conditions, the Abacus Directors believe that Abacus' share price has failed for some time to reflect the
underlying value of the business. In addition, it has long been their view that consolidation across the industry would be a key theme of
the sector. Whilst Abacus' strategy has previously been to act as a consolidator, for example acquiring Deltron Electronics plc in January
2006, the current depressed share price and high levels of borrowing have considerably reduced Abacus' ability to pursue this strategy.
Against this background, the Abacus Directors considered the strategic options available to the business and concluded that shareholder
value would best be delivered through the Offer.
In considering the Offer, the Abacus Directors have taken into account, amongst other things, the following:
* the Offer represents a premium of 139.1 per cent. to the Closing Price of 23.0 pence on 17 September 2008, being the date before
Abacus' announcement that it is in talks regarding a potential offer, and a 115.7 per cent. premium to the closing price of 25.5 pence on 9
October 2008, being the date immediately before this announcement;
* the acquisition by Avnet of the entire issued and to be issued share capital of Abacus provides Abacus shareholders immediate and
certain value against less certain potential future returns as against remaining a shareholder of Abacus during a period of challenging
trading conditions; and
* a combination between Abacus and Avnet makes considerable industrial sense.
7. Inducement Fee Agreement and Non-Solicitation Agreement
Avnet and Abacus have entered into an inducement fee agreement, the terms of which have been approved by the Panel, and a
non-solicitation agreement. These agreements contain certain obligations in relation to the implementation of the Offer and the conduct of
Abacus' business in the period ending on the date the Offer becomes, or is declared, unconditional in all respects or lapses. In particular,
the inducement fee agreement contains the terms summarised below.
Abacus will pay Avnet in cash a fee of one per cent. (inclusive of VAT to the extent not recoverable by Abacus) of the total value of
the entire issued and to be issued share capital of Abacus ascribed by the Offer if, following this announcement, the Offer is withdrawn or
lapses in accordance with its terms, and before such withdrawal or lapse:
* a competing proposal is announced and subsequently completes; or
* the Abacus Directors do not make or withdraw or adversely amend their recommendation to accept the Offer.
HSBC, financial adviser to Abacus, has confirmed in writing to the Panel that, in the opinion of the Abacus Directors and HSBC, the
inducement fee agreement is, in the context of the Offer, in the best interests of Abacus Shareholders. Further information relating to the
agreement will be set out in the Offer Document.
8. Information on the Avnet
Avnet is one of the largest distributors of electronic components, computer products and technology services and solutions with more
than 300 locations serving more than 70 countries worldwide. The company markets, distributes and optimises the supply-chain and provides
design-chain services for the products of the world's leading electronic component suppliers, enterprise computer manufacturers and embedded
subsystem providers. Avnet brings a breadth and depth of capabilities, such as maximising inventory efficiency, managing logistics,
assembling products and providing engineering design assistance for its approximately 100,000 customers, accelerating their growth through
cost-effective, value-added services and solutions. For the fiscal year ended 28 June 2008, Avnet generated revenue of approximately
U.S.$18.0 billion. Avnet is a public company listed on the New York Stock Exchange since 1960.
9. Information on Abacus
Founded in 1972, Abacus is one of the leading distributors of electronic components in Europe operating through a network of 39 local
offices and five warehouses across 10 European countries and an Asian office and warehouse in Hong Kong. The business has developed both
through organic growth in its core business of component distribution and through acquisition, which has resulted in an extended geographic
presence and more diversified product range. Business activities are broadly split between three operating areas, which are composed of 21
separate trading operations, these being: Abacus Electronic Component Distribution; Abacus Embedded (specialist distribution); and Alpha 3
Manufacturing. Abacus, which is headquartered in Newbury, UK, currently employs approximately 1,000 staff.
10. Plans for Abacus
Abacus will provide Avnet with an opportunity to strengthen its position in the UK, Germany, the Nordic region, France, Italy and
Benelux. Avnet believes that Abacus' customer base, its attractive supplier portfolio and the technical and supply chain expertise of its
team will bolster Avnet's current product and services offerings for semiconductors, passive, interconnect, electromechanical, displays,
embedded and wireless solutions in Europe.
11. Regulatory Approvals
The Offer is conditional, amongst other things, on the receipt of EU merger control clearance.
12. Management and Employees
Avnet considers that the experience and market knowledge of the Abacus team and the relationships developed with customers and suppliers
are important. Avnet believes that the acquisition will provide attractive opportunities for Abacus employees and management and looks
forward to finalising arrangements in this regard. Avnet expects the current management team to be directly involved in formulating the
integration, marketing and growth strategies in the future. Avnet has given assurances to the Abacus Board that the existing rights,
including pension rights, of the employees of Abacus will be fully safeguarded as required by applicable law and the relevant employment
contracts. Avnet does not currently have plans to change the principal locations of Abacus' business or to redeploy any of its fixed assets.
13. Financing
The cash consideration payable by Avnet under the terms of the Offer is being funded using the Avnet's existing resources.
Banc of America Securities, as financial adviser to Avnet, is satisfied that sufficient resources are available to Avnet to satisfy, in
full, the consideration payable under the Offer.
14. Disclosure of interests in Abacus Shares
Other than pursuant to the irrevocable undertakings referred to in paragraph 4 above, as at 9 October 2008, the last practicable day
before this announcement, neither Avnet nor any of the Avnet Directors nor, so far as the Avnet Directors are aware, any party acting in
concert, with Avnet, has any interest in, or right to subscribe for, any Abacus Shares, nor does any such person have any short position
(whether conditional or absolute and whether in the money or otherwise) in Abacus Shares or any arrangement in relation to any Abacus
Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to
purchase or take delivery and borrowing and lending of Abacus Shares. An "arrangement" also includes any indemnity or option arrangement,
any agreement or any understanding, formal or informal, of whatever nature, relating to Abacus Shares which may be an inducement to deal or
refrain from dealing in such securities.
In view of the requirement of confidentiality and therefore the availability to Avnet of all relevant persons who are presumed to be
acting in concert with Avnet to provide information, it has not been possible to ascertain all of the interest and dealings in relevant
securities of Abacus of all relevant persons who are presumed to be acting in concert with Avnet for the purposes of the Offer. Any such
additional interest(s) or dealing(s) will be discussed with the Panel and, as necessary, will be disclosed to Abacus Shareholders in the
Offer Document or announced if requested by the Panel.
"Interests in securities" is further explained in the paragraph headed Dealing disclosure requirements below.
15. Compulsory acquisition, delisting and cancellation of trading
Upon the Offer becoming or being declared unconditional in all respects and sufficient acceptances having been received, it is the
intention of Avnet to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Abacus
Shares on the same terms as the Offer.
It is intended that, upon the Offer becoming or being declared unconditional in all respects and subject to sufficient acceptances of
the Offer being received and to any applicable requirements of the London Stock Exchange and the UK Listing Authority, Avnet will procure
that Abacus applies for cancellation of the admission to trading of the Abacus Shares on the London Stock Exchange and for Abacus' listing
on the Official List of the UK Listing Authority to be cancelled.
The cancellation of the admission to trading and listing of Abacus Shares would significantly reduce the liquidity and marketability of
any Abacus Shares not assented to the Offer. It is anticipated that such cancellation will take effect no earlier than 20 Business Days
after the Offer becomes or is declared unconditional in all respects (provided that Avnet has acquired, or agreed to acquire, issued share
capital carrying 75 per cent. of the voting rights of Abacus.
It is also intended that, following the Offer becoming or being declared unconditional in all respects and upon completion of the
compulsory acquisition procedure, Abacus will be re-registered as a private limited company.
16. Overseas Shareholders
The availability of the transaction to Abacus Shareholders who are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to
overseas shareholders will be contained in the Offer Document.
17. Abacus Share Option Schemes
The Offer will extend to any Abacus Shares unconditionally allotted or issued pursuant to the exercise of options under the Abacus Share
Option Schemes while the Offer remains open for acceptance. Appropriate proposals will be made in due course to holders of options over
Abacus Shares.
18. General
The Offer Document setting out in full the terms and conditions of the Offer will be posted to Abacus Shareholders not later than 28
days after the date of this announcement unless otherwise agreed with the Panel.
The Offer will be subject to the conditions and further terms of the Offer set out in part I of Appendix I. Part II of Appendix I
contains details of further terms of the Offer. Appendix II contains the sources and bases of calculation of certain information used in
this announcement. Appendix III contains details of the irrevocable undertakings received by Avnet. The definitions of certain terms used in
this announcement are set out in Appendix IV.
Enquiries:
AVNET, INC. Telephone:
Vincent Keenan, Vice President and Director, US +1 480 643 7053
Investor Relations
Georg Steinberger, Vice President, Communications Ger +49 81 2177 4203
BANC OF AMERICA SECURITIES Telephone:
(Financial adviser to Avnet)
Derek Shakespeare, Managing Director - European M&A
Georg Schloendorff, Managing Director - Technology UK +44 20 7174 4800
M&A US +1 646 313 7926
Hugh Moran, Associate - European M&A UK +44 20 7174 4411
ABACUS GROUP PLC Telephone:
Martin Kent, Chief Executive Officer UK +44 16 3536 222
Peter Allen, Chief Financial Officer UK +44 16 3536 222
HSBC Telephone:
(Financial adviser and corporate broker to Abacus)
Nic Hellyer, Managing Director
UK +44 20 7992 1683
BUCHANAN COMMUNICATIONS Telephone:
(PR adviser to Abacus) UK +44 20 7466 5000
Tim Anderson
Mary-Jane Johnson
Further Information
This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form
any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities
or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means
of the Offer Document which will contain the full terms and conditions of the Offer. Any response to the Offer should be made only on the
basis of information contained in the Offer Document. Abacus Shareholders are advised to read the formal documentation in relation to the
Offer carefully, once it has been dispatched.
Banc of America Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Avnet in connection with the Offer and for no-one else and will not be responsible to anyone other than Avnet for providing the protections
afforded to clients of Banc of America Securities or for providing advice in relation to the Offer or any other matters referred to in this
announcement.
HSBC, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Abacus in connection with
the Offer and for no-one else and will not be responsible to anyone other than Abacus for providing the protections afforded to clients of
HSBC or for providing advice in relation to the Offer or any other matters referred to in this announcement.
The Avnet Directors accept responsibility for the information contained in this announcement other than that relating to Abacus and the
Abacus Group, the Abacus Directors and members of their immediate families, related trusts and persons connected with them. To the best of
the knowledge and belief of the Avnet Directors (who have taken all reasonable care to ensure that such is the case), the information
contained herein for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import
of such information.
The Abacus Directors accept responsibility for the information contained in this announcement relating to Abacus, the Abacus Group and
themselves and their immediate families, related trusts and connected persons only. To the best of the knowledge and belief of the Abacus
Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they
take responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information
Overseas Jurisdictions
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements. The release, publication or distribution of this summary and the attached announcement in
jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply
with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This summary and the attached
announcement have been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
Any persons (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intend to, or who may be under a
contractual or legal obligation to, forward this summary and the attached announcement and/or the Offer Document and/or any other related
document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdiction.
Further details in relation to overseas shareholders will be contained in the Offer Document.
Forward-looking statements
This announcement includes "forward-looking statements" concerning Abacus and Avnet. These statements are based on the current
expectations of the management of Abacus and Avnet and are naturally subject to uncertainty and changes in circumstances. Forward-looking
statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets",
"estimates" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future. Given these risks and uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results. Neither Abacus nor Avnet undertake any obligation to update
publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent
legally required.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more
of any class of "relevant securities" of Abacus, all "dealings" in any "relevant securities" of Abacus (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
Offer becomes, or is declared, unconditional as to acceptances, 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 Abacus, 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 Code, all "dealings" in "relevant securities" of Abacus by Avnet or Abacus, 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 Code, which can also be found on the Panel's website. If you are in any doubt as to whether
or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.
General
If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately
from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and
Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Appendix I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
PART I
CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by 3.00 p.m. on the first closing date of the Offer (the
First Closing Date) (or such later time(s) and/or date(s) as Avnet may, with the consent of the Panel or in accordance with the Code,
decide) in respect of not less than 90 per cent. in nominal value (or such lesser percentage as Avnet may decide) of the Abacus Shares to
which the Offer relates and that represent not less than 90 per cent. (or such lesser percentage as Avnet may decide) of the voting rights
carried by the Abacus Shares to which the Offer relates, provided that this condition will not be satisfied unless Avnet and/or any of its
wholly-owned subsidiaries shall have acquired, or agreed to acquire, pursuant to the Offer or otherwise, Abacus Shares carrying more than 50
per cent. of the voting rights normally exercisable at a general meeting of Abacus, including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attaching to any Abacus Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, and for the purposes of this condition:
(i) Abacus Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry
on issue;
(ii) valid acceptances shall be deemed to have been received in respect of Abacus Shares which are treated for the purposes of
Section 979 of the Companies Act 2006 as having been acquired or contracted to be acquired by Avnet by virtue of acceptances of the Offer;
and
(iii) the expression "Abacus Shares to which the Offer relates" shall be construed in accordance with Part 28 of the Companies Act
2006;
(b) (i) the European Commission notifying Avnet, in terms satisfactory to Avnet, that it will not initiate proceedings under
Article 6(1)(c) of Council Regulation (EC) No. 139/2004 (the Regulation) in relation to the proposed acquisition of Abacus by Avnet or any
matter arising from or relating to that proposed acquisition; or
(ii) the European Commission not referring the proposed acquisition of Abacus by Avnet or any matter arising from or relating to that
proposed acquisition to the competent authorities of one or more Member States under Article 9 of the Regulation and the relevant
authorities not initiating in-depth investigations into the proposed acquisition; or
(iii) to the extent that any other merger control consents or approvals are required in relation to the proposed acquisition of
Abacus by Avnet according to the law of any other jurisdiction, no competent competition authority issuing a decision opposing the proposed
acquisition in accordance with the relevant law;
(c) other than in relation to anti-trust and competition law matters, no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or agency (including any trade agency) or any court or other body
(including any professional or environmental body) or person in any jurisdiction (each a Relevant Authority) having decided or intimated a
decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed and there not continuing to be outstanding any statute, regulation, notice, order or decision that would or might:
(i) make the Offer or the acquisition or the proposed acquisition of any shares or other securities in, or control or management of,
Abacus by any member of the Wider Avnet Group void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or
otherwise materially restrict, delay, impede or interfere with the implementation of, or impose additional conditions or obligations of a
material nature with respect thereto, or require amendment to the terms of, the Offer or the acquisition or proposed acquisition of any
shares or other securities in, or control or management of, Abacus by any member of the Wider Avnet Group;
(ii) (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Abacus
Group taken as a whole) require, prevent or delay the divestiture (or alter the terms of any proposed divestiture) by any member of the
Wider Avnet Group or any member of the Wider Abacus Group of all or any part of their respective businesses, assets or properties or impose
any limitation on their ability to conduct all or any part of their respective businesses or to own, control or manage any of their
respective assets or properties;
(iii) impose any limitation on, or result in any delay in, the ability of any member of the Wider Avnet Group to acquire or hold or
to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to
exercise voting or management control over, any member of the Wider Abacus Group or on the ability of any member of the Wider Abacus Group
to hold or exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent)
in, or exercise voting or management control over, any other member of the Wider Abacus Group;
(iv) require any member of the Wider Avnet Group or the Wider Abacus Group to acquire or offer to acquire any shares or other
securities (or the equivalent) or interest in any member of the Wider Abacus Group (save in the case of the Offer pursuant to Part 28 of The
Companies Act 2006) or any member of the Wider Avnet Group owned by any third party;
(v) require the divestiture by any member of the Wider Avnet Group of any shares or other securities in any member of the Wider
Abacus Group;
(vi) (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Abacus
Group taken as a whole) impose any limitation on, or result in any delay in, the ability of any member of the Wider Avnet Group or any
member of the Wider Abacus Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses or any part of
the businesses of any other member of the Wider Avnet Group and/or any member of the Wider Abacus Group;
(vii) result in any member of the Wider Abacus Group or any member of the Wider Avnet Group ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) (except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Abacus
Group taken as a whole) otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member
of the Wider Avnet Group or any member of the Wider Abacus Group;
and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide
to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(d) all filings, applications and/or notifications which are necessary or appropriate having been made and all appropriate waiting
periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having
expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in
each case in respect of the Offer and the acquisition or proposed acquisition of any shares or other securities in, or control or management
of, Abacus or any member of the Wider Abacus Group by any member of the Wider Avnet Group or the carrying on by any member of the Wider
Abacus Group of its business;
(e) other than in relation to anti-trust and competition law matters, all authorisations, orders, grants, recognitions,
determinations, certificates, confirmations, licences, consents, clearances, permissions and approvals (authorisations) necessary or
appropriate in any jurisdiction for or in respect of the Offer and the proposed acquisition of any shares in or other securities, or control
of, Abacus by Avnet or any member of the Wider Avnet Group being obtained in terms and in a form satisfactory to Avnet from appropriate
Relevant Authorities or from any persons or bodies with whom any member of the Wider Avnet Group or the Wider Abacus Group has entered into
contractual arrangements and such authorisations together with all authorisations necessary or appropriate for any member of the Wider
Abacus Group to carry on its business remaining in full force and effect at the time at which the Offer becomes unconditional in all
respects and no intimation of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made;
(f) except as publicly announced by Abacus by the delivery of an announcement to a Regulatory Information Service or fairly disclosed
in writing by or on behalf of Abacus to Avnet, in each case before the date of this announcement, or disclosed in the Abacus Report and
Accounts, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider
Abacus Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a result of
the making or implementation of the Offer or the acquisition or proposed acquisition by Avnet or any member of the Wider Avnet Group of any
shares or other securities in, or change in the control or management of, Abacus or otherwise, would or is reasonably likely (except where
the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Abacus Group taken as a whole), to
result in:
(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider
Abacus Group being or becoming repayable or capable of being declared repayable immediately or earlier than the stated repayment date or the
ability of Abacus to borrow monies or incur any indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any member of the Wider Abacus Group or any such mortgage, charge or other security interest (whenever created,
arising or having arisen) becoming enforceable;
(iii) any assets or interest of any such member of the Wider Abacus Group being or falling to be disposed of or ceasing to be
available to any member of the Wider Abacus Group or any right arising under which any such asset or interest could be required to be
disposed of or could cease to be available to any member of the Wider Abacus Group;
(iv) the interest or business of any member of the Wider Abacus Group in or with any other person, firm or company (or any agreements
or arrangements relating to such interest or business) being or becoming capable of being terminated or adversely modified or affected;
(v) any member of the Wider Abacus Group ceasing to be able to carry on business under any name under which it presently does so;
(vi) the financial or trading position or prospects or the value of any member of the Wider Abacus Group being prejudiced or
adversely affected;
(vii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation
arising or any adverse action being taken or arising thereunder; or
(viii) the creation of any liability (actual or contingent) by any such member of the Wider Abacus Group;
and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member
of the Wider Abacus Group is a party or by or to which any such member or any of its assets may be bound or be subject, could result in any
events or circumstances as are referred to in subparagraphs (i) to (viii) of this paragraph (f);
(g) except as publicly announced by Abacus by the delivery of an announcement to a Regulatory Information Service or disclosed in the
Abacus Report and Accounts or fairly disclosed in writing by or on behalf of Abacus to Avnet, before the date of this announcement, no
member of the Wider Abacus Group having since 30 September 2007:
(i) issued or agreed to issue, or authorised or proposed the issue of, additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable
securities (save as between Abacus and wholly-owned subsidiaries of Abacus or upon the exercise of rights to subscribe for Abacus Shares
pursuant to options granted under the Abacus Share Option Schemes before the date of this announcement) or redeemed, purchased or reduced or
made any other change to any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any treasury shares;
(iii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution,
whether payable in cash, in specie or otherwise, other than a distribution by any wholly-owned subsidiary of Abacus;
(iv) implemented or authorised any merger or demerger or acquired or disposed of or transferred, mortgaged or charged, or created any
other security interest over, any asset or any right, title or interest in any asset (including shares and investments) which is outside of
the ordinary course of its trading business;
(v) entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of
businesses or corporate entities;
(vi) entered into, implemented or authorised any reconstruction, amalgamation, scheme or other analogous transaction or arrangement;
(vii) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in
its capital;
(viii) made or authorised any change in its loan capital or (to the extent it is outside the ordinary course of its trading business)
issued or authorised or made any change in or to the issue of any debentures or incurred or increased any indebtedness or liability
(contingent or otherwise);
(ix) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or
arrangement (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or
which involves or could involve an obligation of such nature or magnitude;
(x) entered into or authorised the entry into any contract, commitment or arrangement which would be restrictive on the business of
any member of the Wider Abacus Group taken as a whole;
(xi) been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or having entered into a moratorium, competition, compromise or arrangement with its creditors in
respect of its debts or ceased or threatened to cease carrying on all or a substantial part of its business;
(xii) taken any corporate action or had any application, filing in court, notice or legal proceedings started, served or threatened
against it for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, liquidator, trustee or similar officer (or for
the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues;
(xiii) waived, compromised or settled any claim otherwise than in the ordinary and usual course of business which is material in the
context of the Wider Abacus Group taken as a whole;
(xiv) entered into or varied the terms of any service agreement or arrangement with any Abacus Director or senior executive of
Abacus;
(xv) entered into any trust deeds constituting pension schemes established for its directors and/or employees and/or their
dependents;
(xvi) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme of the Wider Abacus Group;
(xvii) save as between Abacus and its wholly-owned subsidiaries, granted any lease in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of any such property;
(xviii) made any alteration to its memorandum or articles of association;
(xix) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for
acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events
referred to in this condition;
(h) since 30 September 2007 except as fairly disclosed in writing by or on behalf of Abacus to Avnet or as publicly announced by
Abacus by the delivery of an announcement to a Regulatory Information Service before the date of this announcement or as disclosed in the
Abacus Report and Accounts:
(i) no adverse change having occurred, and no circumstances having arisen which would or might be expected to result in any adverse
change, in the business, assets, financial or trading position or profits or prospects of any member of the Wider Abacus Group (except where
the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Abacus Group taken as a whole);
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced, instituted or
remaining outstanding by, against or in respect of any member of the Wider Abacus Group or to which any member of the Wider Abacus Group is
a party (whether as plaintiff or defendant or otherwise) and no enquiry, review, investigation by any Relevant Authority against or in
respect of any member of the Wider Abacus Group having been threatened, announced, or instituted or remaining outstanding by, against or in
respect of any member of the Wider Abacus Group (except where the consequences thereof would not be material (in value terms or otherwise)
in the context of the Wider Abacus Group taken as a whole); and
(iii) no contingent or other liability having arisen or become apparent or increased (except where the consequences thereof would not
be material (in value terms or otherwise) in the context of the Wider Abacus Group taken as a whole);
(i) Avnet not having discovered that, except as publicly announced by Abacus by the delivery of an announcement to a Regulatory
Information Service or as disclosed in the Abacus Report and Accounts or otherwise as fairly disclosed in writing by or on behalf of Abacus
to Avnet, in each case before the date of this announcement (except where the consequences thereof would not be material (in value terms or
otherwise) in the context of the Wider Abacus Group taken as a whole),
(i) any financial, business or other information disclosed at any time by any member of the Wider Abacus Group (whether publicly, to
any member of the Wider Abacus Group or otherwise) is misleading, contains a misrepresentation of fact or omits to state a fact necessary to
make the information contained therein not misleading;
(ii) any past or present member of the Wider Abacus Group has failed to comply with any applicable legislation, regulation or common
law of any jurisdiction or any notice, order or requirement of any Relevant Authority with regard to the storage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm
human or animal health or otherwise relating to environmental and/or health and safety matters or that there has otherwise been any such
storage, disposal, discharge, presence, spillage, release, leak or emission (whether or not the same constituted non-compliance by any
person with any such legislation or regulation, and whenever the same may have taken place) on or from any land or property of any
description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider Abacus Group, any of
which would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider Abacus Group; or
(iii) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider
Abacus Group under any environmental legislation, regulation, common law, notice, circular or order of any Relevant Authority in any
jurisdiction.
Avnet reserves the right at its absolute discretion to waive, in whole or in part, all or any of the above conditions, except conditions
(a) and (b).
The Offer will lapse unless all the above conditions are fulfilled or (if capable of waiver) waived or, where appropriate, determined by
Avnet to have been or remain satisfied by midnight (London time) on the day which is 21 days after the later of the First Closing Date and
the date on which the Offer becomes or is declared unconditional as to acceptances (or such later date as Avnet may, with the consent of the
Panel or in accordance with the Code, decide). Avnet shall be under no obligation to waive any of conditions (c) to (h) inclusive or treat
as fulfilled any of conditions (b) to (h) inclusive by a date earlier than the date specified above for the satisfaction thereof
notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such
earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.
If Avnet is required by the Panel to make an offer for any Abacus Shares under Rule 9 of the Code, Avnet may make such alterations to
the above conditions as are necessary to comply with that Rule.
To the extent that the Offer would give rise to a concentration with a Community dimension within the scope of the Regulation, the Offer
shall lapse (unless the Panel otherwise consents) if the European Commission initiates proceedings in respect of that concentration under
Article 6(1)(c) of the Regulation or the concentration is referred to the Competition Commission under Article 9(1) of the Regulation before
the First Closing Date or the date when the Offer becomes or is declared unconditional as to acceptances, whichever is the later.
If the Offer lapses, the Offer will cease to be capable of further acceptance and those Abacus Shareholders who have, as at the time of
such lapse, accepted the Offer and Avnet shall then cease to be bound by their acceptances of the Offer submitted at or before the time when
the Offer lapses.
The Offer will be governed by English law and be subject to the jurisdiction of the English courts.
PART II
CERTAIN FURTHER TERMS OF THE OFFER
The Abacus Shares will be acquired by Avnet free from all liens, charges, encumbrances, rights of pre-emption and any other third party
rights of any nature whatsoever and together with all rights attaching to them including the right to receive in full all dividends and
other distributions declared, paid or made after the date of this announcement.
The Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or any facilities of a national securities exchange of, any jurisdiction if to do so would constitute a
violation of the relevant laws in such jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or
otherwise distributed or sent in or into any jurisdiction if to do so would constitute a violation of the relevant laws in such
jurisdiction.
The provisions referred to in the previous paragraph may be waived or varied by Avnet in its sole discretion as regards specific Abacus
Shareholders or generally subject to applicable law.
Appendix II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(a) The value attributed to the existing issued and to be issued share capital of Abacus is based upon:
(i) 73,552,241 Abacus Shares in issue; and
(ii) 3,224,177 Abacus Shares to be issued under the Performance Share Plan;
as at the close of business on 9 October 2008, being the last Business Day before this announcement.
(b) The Closing Price per Abacus Share referred to in this announcement is taken from the Daily Official List. The premia implied by
the price of the Offer have been calculated based on historical closing prices per Abacus Share sourced from the Daily Official List.
(c) References to a percentage of Abacus Shares are based on the number of Abacus Shares in issue as at the close of business on 9
October 2008, being the last Business Day before this announcement, but do not include any shares issuable under options and other rights
granted under the Abacus Share Option Schemes.
(d) Unless otherwise stated, the financial information on Avnet is extracted from Avnet's annual report for the year ended 28 June
2008.
Appendix III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of Abacus Shares have given irrevocable undertakings to accept the Offer:
Name Number of Abacus Shares Per cent. of issued share capital
Peter Allen 100,000 0.14 %
Anthony Westropp 52,000 0.07 %
Martin Kent 135,962 0.18 %
Graham McBeth 61,861 0.08 %
David Weir 39,587 0.05 %
Robert Lambourne 40,000 0.05 %
Aberforth Partners 7,964,824 10.83%
Henderson Global Investors 5,452,154 7.41%
Dresdner VPV NV 4,100,000 5.57%
Unicorn Asset Mgt 2,263,155 3.08%
AXA Framlington Investment Management 2,031,016 2.76%
Limited
Total irrevocable undertakings 22,240,559 30.24%
In respect of the undertakings given by the Abacus Directors, these undertakings will cease to be binding only if the Offer lapses or is
withdrawn and remain binding in the event that a higher competing offer for Abacus is made.
In respect of the undertakings given by the Abacus Shareholders (and/or their nominees) (other than the Abacus Directors), these
undertakings will cease to be binding if a competing offer is made or announced with a value which represents an improvement of 10 per cent.
or more in the value of the consideration offered by Avnet, or if the Offer lapses or is withdrawn.
Appendix IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
Abacus Abacus Group plc
Abacus Directors the directors of Abacus at the date of this
announcement, being Anthony Henry Westropp,
Martin Robert Kent, Peter Vance Allen, Graham
McBeth, Robert Ernest Lambourne and David
Weir
Abacus Report and Accounts the annual report and accounts of Abacus for
the year ended 30 September 2007
Abacus Group Abacus and its subsidiary undertakings
Abacus Share(s) the existing unconditionally allotted or
issued and fully paid ordinary shares of 5
pence each in the capital of Abacus and any
further such shares which are unconditionally
allotted or issued before the date on which
the Offer closes (or such earlier date as
Avnet may, with the Panel's consent or
subject to the Code, decide)
Abacus Share Option Schemes the Abacus Group plc Sharesave Scheme 2004,
the Executive Share Option Scheme 2003, the
1993 and 1996 Executive Share Option Plan,
the Abacus Group Performance Share Plan 2005
and the Deltron Share Option Scheme
Abacus Shareholders the holders of Abacus Shares from time to
time
Avnet Avnet, Inc.
Avnet Directors the directors of Avnet
Avnet Group Avnet, Inc. and its subsidiary undertakings
Banc of America Securities Banc of America Securities Limited of 5
Canada Square, London E14 5AQ, UK
Business Day any day, other than a Saturday, Sunday or
public or bank holiday, on which banks are
generally open for business in London and New
York
Closing Price the official closing price or the middle
market quotation of a Abacus Share, as
appropriate, as derived from the Daily
Official List
Code the City Code on Takeovers and Mergers
Daily Official List the Daily Official List of the London Stock
Exchange
Form of Acceptance the form of acceptance relating to the Offer
which will accompany the Offer Document
HSBC HSBC Bank plc, 8 Canada Square, London E14
5HQ, United Kingdom
London Stock Exchange London Stock Exchange plc
Offer the recommended offer to be made by Avnet to
acquire the entire issued and to be issued
ordinary share capital of Abacus on the terms
and subject to the conditions to be set out
in the Offer Document and the Form of
Acceptance, and where the context so
requires, any subsequent revision, variation,
extension or renewal of such offer
Offer Document the document detailing the terms and
conditions of the Offer to be sent to Abacus
Shareholders
Panel The Panel on Takeovers and Mergers
Regulatory Information Service any of the services set out in Appendix 3 to
the Listing Rules of the UK Listing Authority
from time to time
UK or United Kingdom the United Kingdom of Great Britain and
Northern Ireland
U.S.$ or U.S. cent the lawful currency from time to time of the
United States of America
Wider Avnet Group Avnet and its subsidiaries, subsidiary
undertakings, associated undertakings and any
other undertakings in which Avnet and/or such
undertakings (aggregating their interest)
have a substantial interest. For these
purposes, substantial interest means a direct
or indirect interest in more than 20 per
cent. of the voting equity share capital
Wider Abacus Group Abacus and its subsidiaries, subsidiary
undertakings, associated undertakings and any
other undertakings in which Abacus and/or
such undertakings (aggregating their
interest) have a substantial interest. For
these purposes, substantial interest means a
direct or indirect interest in more than 20
per cent. of the voting equity share capital
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the
meanings given by the Companies Act 2006.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFFGMMGFGLGRZG
Abacus (LSE:ABU)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Abacus (LSE:ABU)
Gráfica de Acción Histórica
De May 2023 a May 2024
