AXO Axon Grp.

    RNS Number : 7783I
  Axon Group PLC
  24 November 2008
   

    NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

    FOR IMMEDIATE RELEASE

    
 
    Recommended Acquisition

    by

    HCL EAS Limited
    an indirect wholly-owned subsidiary of

    HCL Technologies Limited

    of

    Axon Group plc

    Results of Court Meeting and General Meeting
    Axon Group plc ("Axon" or the "Company") announces that, the meeting convened by the Court and held earlier today (the "Court Meeting")
and the subsequent extraordinary general meeting (the "General Meeting") to approve the scheme of arrangement (the "HCL Scheme") to
implement the acquisition of the Company by HCL EAS Limited (an indirect wholly-owned subsidiary of HCL Technologies Limited) (the "HCL
Acquisition") were each concluded successfully.
    The Court Meeting
    At the Court Meeting, a majority in number representing 75 per cent. or more in value of the Scheme Shareholders, present and voting,
either in person or by proxy, voted in favour of the HCL Scheme and, accordingly, the resolution was passed. The voting of those Scheme
Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:

    
 Total votes                                                          Votes for the HCL Scheme                Votes against the HCL Scheme
 No. of Scheme Shareholders*  No. of Scheme Shares         No. of Scheme  No. of Scheme Shares         No. of Scheme  No. of Scheme Shares
                                       represented     Shareholders (and           represented     Shareholders (and           represented
                                                                     %)*               (and %)                   %)*               (and %)
 189                                    34,765,204                   186            34,764,024                     3                 1,180
                                                                 (98.4%)             (99.997%)                (1.6%)              (0.003%)
    * Totals in person and by proxy

    The General Meeting
    At the General Meeting, the special resolution proposed to approve the HCL Scheme and the associated HCL Reduction of Capital was passed
as a special resolution on a show of hands.
    Completion of the HCL Acquisition remains subject to the satisfaction or, if appropriate, waiver of the HCL Conditions set out in the
scheme document sent to Axon Shareholders on 24 October 2008 (the "Scheme Document"), including, amongst other things, the sanction of both
the HCL Scheme and the associated HCL Reduction of Capital by the Court.
    A request will be made to each of the London Stock Exchange and the UKLA prior to the HCL Effective Date to cancel the trading in Axon
Shares on the London Stock Exchange's main market for listed securities and to remove the listing of the Axon Shares from the Official List,
in each case, with effect from the HCL Effective Date or shortly thereafter.
    It should be noted that the last day of dealings in, and for registration of transfers of, and disablement in CREST of, Axon Shares will
be 4.30 p.m. on the business day following the HCL Scheme Hearing (which is expected to be 10 December 2008) following which Axon Shares
will be temporarily suspended from the Official List and the London Stock Exchange's main market for listed securities.
    It is expected that the HCL Effective Date will be 15 December 2008.
    A detailed timetable of events for the HCL Scheme is set out in the Scheme Document. These dates are indicative only and will depend,
amongst other things, on the date on which the Court sanctions the HCL Scheme and the associated HCL Reduction of Capital.  If the expected
dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.
    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 HCL Effective Date.
    Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this
announcement.
    Enquiries:
 Axon
 Stephen Cardell                 Tel: +44 (0)1784 480 800
 Iain McIntosh
 Roy Merritt

 Citi (financial adviser and
 joint corporate broker to
 Axon) 
 William Barter                  Tel: +44 (0)20 7986 6946
 Richard Moore                   Tel: +44 (0)20 7986 5376
 Charles Lytle                   Tel: +44 (0)20 7986 0519

 Panmure Gordon (joint
 corporate broker to Axon)       Tel: +44 (0)20 7614 8388
 Dominic Morley

 Bell Pottinger (PR adviser to
 Axon)                           Tel: +44 (0)20 7861 3232
 Laura Pope
 Mike Davies

 HCL Technologies
 Sandip Gupta                    Tel: +91 12 0438 1095
 Ram Krishna

 Merrill Lynch (financial
 adviser to HCL)                 Tel: +44 (0)20 628 1000
 Kevin J. Smith
 Mohsin Rashid
 Raphael Grunschlag
 Andrew Fairclough (Corporate
 Broking)

 Standard Chartered (financial
 adviser to HCL)                 Tel: +44 (0)20 7885 8888
 Amer Baig
 Thomas Pfeiffer

 Maitland (PR adviser to HCL)
 Philip Gawith                   Tel: +44 (0)20 7379 5151
 Liz Morley


    Citi, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Axon and no one else in connection
with the HCL 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 HCL Acquisition, the content of this announcement or any matter referred to herein.

    Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and HCL
EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS for
providing the protections afforded to clients of Merrill Lynch nor for providing advice in relation to the HCL Acquisition, the content of
this announcement or any matter referred to herein.

    Standard Chartered, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and
HCL EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS
for providing the protections afforded to clients of Standard Chartered nor for providing advice in relation to the HCL Acquisition, the
content of this announcement or any matter 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 HCL Technologies or HCL EAS, 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.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
OFFPUGWCGUPRGPC

Axon (LSE:AXO)
Gráfica de Acción Histórica
De Abr 2024 a May 2024

Axon (LSE:AXO)
Gráfica de Acción Histórica
De May 2023 a May 2024