LogicaCMG plc: Proposed Acquisition of Unilog S.A. and Rights Issue

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Overig advies 07/10/2005 08:51
Proposed Acquisition of Unilog S.A. and Rights Issue
Publication of Unilog S.A.’s unaudited interim financial results for the six months ended 30 June 2005
On 19 September 2005, LogicaCMG announced that it had conditionally agreed to acquire approximately 32.3 per cent. of the issued share capital of Unilog and that, subject to certain conditions, it proposes to acquire the remaining 67.7 per cent. by way of a public tender offer to Unilog Shareholders (together, the "Acquisition"). LogicaCMG also announced, on 19 September 2005, that the Acquisition will be in part funded by way of a fully underwritten 1 for 2 Rights Issue of up to 375,495,147 Rights Issue Shares and that it had posted a prospectus to Shareholders in connection with the Acquisition and the Rights Issue (the "prospectus").

LogicaCMG plc ("LogicaCMG") notes that on 3 October 2005 Unilog S.A. ("Unilog") published, in French, its unaudited interim financial results for the six months ended 30 June 2005 prepared under IFRS (the "Unilog 2005 Interims").

Accordingly, the Board of LogicaCMG today announces its intention to post a supplementary prospectus to Shareholders, which, when published, will contain a translation into English of the full text of the Unilog 2005 Interims, together with a reconciliation of the financial information contained in the Unilog 2005 Interims showing the material adjustments to the consolidated profit after tax and net assets for differences between Unilog’s accounting policies under IFRS and LogicaCMG’s accounting policies under IFRS.

The Board of LogicaCMG currently expects to be able to post the supplementary prospectus on, or before, 13 October 2005.

A copy of the Unilog 2005 Interims in French, as well as a translation into English, is now available on LogicaCMG’s website.

Copies of the prospectus are, and (following publication) the supplementary prospectus will be, available for inspection during normal business hours on Monday to Friday each week (public holidays excepted) until the Rights Issue Shares are issued (expected to be on or around 7 November 2005) at the registered office of LogicaCMG, Stephenson House, 75 Hampstead Road, London NW1 2PL and at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS. Copies of the prospectus, and (following publication) the supplementary prospectus, will be made available free of charge upon request.

Certain terms used in this announcement are defined and have the same meanings as in LogicaCMG’s announcement dated 19 September 2005 and the prospectus, as appropriate, except where the context requires otherwise.

BNP PARIBAS, which is regulated in the United Kingdom by the Financial Services Authority, is acting as joint financial adviser and underwriter to LogicaCMG and is acting for no-one else in connection with the Acquisition or the Rights Issue and will not be responsible to anyone other than LogicaCMG for the protections afforded to customers of BNP PARIBAS nor for providing advice in connection with the Acquisition or the Rights Issue or the contents of this announcement or any other matter referred to therein.

Merrill Lynch International, which is regulated in the United Kingdom by the Financial Services Authority is acting as joint financial adviser, joint sponsor, joint corporate broker and underwriter to LogicaCMG and is acting for no-one else in connection with the Acquisition or the Rights Issue and will not be responsible to anyone other than LogicaCMG for providing the protections afforded to customers of Merrill Lynch International nor for providing advice in connection with the Acquisition or the Rights Issue or the contents of this announcement or any other matter referred to herein.

Hoare Govett, which is regulated in the United Kingdom by the Financial Services Authority, is acting as joint sponsor, joint corporate broker and underwriter to LogicaCMG and is acting for no-one else in connection with the Acquisition or the Rights Issue and will not be responsible to anyone other than LogicaCMG for providing the protections afforded to customers of Hoare Govett nor for providing advice in connection with the Acquisition or the Rights Issue or the contents of this announcement or any matter referred to herein.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

No offer, invitation or inducement to acquire shares or other securities in LogicaCMG is being made by or in connection with this announcement. Any offer, invitation or inducement to acquire shares in LogicaCMG will be made solely by means of the prospectus, published on 19 September 2005, as updated by any supplementary prospectus, and any decision to keep, buy or sell shares in LogicaCMG should be made solely on the basis of the information contained in such document(s).

This announcement is not for distribution or transmission, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa and does not constitute or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy and any securities ("Securities"), nor the solicitation of any vote or approval in any jurisdiction, not shall there be any sale, issue or transfer of the Securities referred to in this announcement in any jurisdiction in contravention of applicable law.

The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of the Company is being made in the United States.
Bron : LogicaCMG plc





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