RNS Number:6025I
City Index (Holdings) Limited
07 September 2006
Not for release, publication or distribution in or into the United States or
Canada.
For immediate release 7 September 2006
Recommended cash offer
by City Index (Holdings) Limited
for IFX Group plc
Offer declared unconditional in all respects
On 3 August 2006, City Index announced the terms of a recommended cash offer to
acquire the entire issued and to be issued ordinary share capital of IFX. The
Offer Document setting out the full terms of the Offer was posted to IFX
Shareholders on 11 August 2006.
Terms defined in the Offer Document have the same meaning in this announcement.
The Board of City Index is pleased to announce that all of the conditions of the
Offer have now been satisfied or waived and the Offer is now declared
unconditional in all respects.
Level of acceptances
The Board of City Index announces that as at 1.00 p.m. on 6 September 2006, City
Index had received valid acceptances of the Offer in respect of a total of
26,200,138 IFX Shares, representing approximately 91.3 per cent. of IFX's
existing issued ordinary share capital.
As set out in the Offer Document, the City Index Board received irrevocable
undertakings and non-binding letters of intent to accept or procure acceptance
of the Offer in respect of a total of 17,024,933 IFX Shares, representing
approximately 59.3 per cent. of the existing issued ordinary share capital of
IFX. Valid acceptances have been received in respect of all the IFX Shares
subject to the irrevocable undertakings and non-binding letters of intent and
all are included in the total of valid acceptances referred to above.
Accordingly, the acceptance condition of the Offer as set out in paragraph A of
Part A of Appendix I to the Offer Document has now been satisfied. As all other
conditions of the Offer have also been satisfied or waived, the Offer is hereby
declared unconditional in all respects.
No IFX Shares have been acquired or agreed to be acquired by or on behalf of
City Index or any person acting in concert with City Index during the Offer
Period and, apart from its interest in IFX Shares which are the subject of valid
acceptances of the Offer, neither City Index nor any person acting in concert
with City Index has an interest in any IFX Shares (including any short positions
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery) nor any right to subscribe for any IFX Shares.
No IFX Shares have been borrowed or lent by City Index or any person acting in
concert with it.
Closing date of the Offer
On 1 September 2006, the Board of City Index announced that the Offer had been
extended to remain open for acceptance until 1.00 p.m. (London Time) on 15
September 2006. Following the Offer being declared unconditional in all
respects by the Board of City Index, the Offer will remain open until 1.00 p.m.
(London Time) on 29 September 2006.
Settlement of consideration
Settlement of the consideration due under the Offer will be dispatched (or, in
respect of IFX Shares held in uncertificated form, credited through CREST) on or
before 21 September 2006 in respect of IFX Shares for which acceptances of the
Offer, valid in all respects, have already been received or, in respect of IFX
Shares held in uncertificated form, for which Electronic Acceptances have
already been validly made. Settlement of the consideration in respect of valid
acceptances received or made after 7 September 2006 will be dispatched (or, in
respect of IFX Shares held in uncertificated form, credited through CREST)
within 14 days of such acceptances being received.
De-listing and compulsory acquisition of IFX Shares
As a result of the Offer being declared unconditional in all respects, the Board
of City Index intends to procure the making of an application by IFX to the UK
Listing Authority for the cancellation of the listing of IFX Shares on the
Official List and to the London Stock Exchange for the cancellation of trading
of IFX Shares on its market for listed securities. Accordingly, the 20 business
day notice period has commenced and it is anticipated that cancellation of
listing and trading will take effect no earlier than 20 business days following
the date of this announcement.
In addition, the Board of City Index intends in due course to exercise City
Index's rights pursuant to Schedule 2 of the Takeovers Directive (Interim
Implementation) Regulations 2006 to acquire compulsorily any outstanding IFX
Shares to which the Offer relates on the same terms as the Offer.
Further acceptances
To accept the Offer in respect of IFX Shares held in certificated form, the Form
of Acceptance should be completed, signed and returned in accordance with the
instructions set out in the Offer Document and on the Form of Acceptance as soon
as possible. Additional Forms of Acceptance are available from Capita
Registrars on 0870 162 3121 or, if calling from outside the United Kingdom, on
+44 20 8639 2157.
To accept the Offer in respect of IFX Shares held in uncertificated form (that
is, in CREST), IFX Shareholders should follow the procedure set out in paragraph
13(ii) of the letter from City Index contained in Part II of the Offer Document
so that their electronic acceptance settles through CREST as soon as possible.
Enquiries:
Maitland 020 7379 5151
Neil Bennett
Peter Ogden
HSBC 020 7991 8888
Julian Gray
John Mellett
HSBC, which is authorised and regulated by the FSA, is acting for City Index and
IPGL and for no-one else in connection with the Offer and will not be
responsible to anyone other than City Index and IPGL for providing the
protections afforded to customers of HSBC, or for providing advice in relation
to the Offer or any matters referred to herein.
The City Index Directors and the IPGL Directors accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of such Directors, the information in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities, nor shall there be any sale, issue or transfer of the
securities referred to in this announcement in any jurisdiction in contravention
of applicable law. Any acceptance or other response to the Offer Document
should be made only on the basis of the information contained in the Offer
Document.
The Offer is not being made, directly or indirectly, in, into, or from, or by
the use of the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically, whether by way of the internet or
otherwise) of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of the United States or Canada, or any other
jurisdiction if to do so would constitute a violation of the relevant laws of
such jurisdiction, and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities. Accordingly, unless otherwise
determined by City Index and permitted by applicable law and regulation, copies
of this announcement, the Offer Document, the Form of Acceptance and any other
documentation relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
the United States or Canada, or any such other jurisdiction and persons
receiving this announcement and/or any such document (including, without
limitation, custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in, into or from any such jurisdiction, as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee or trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or any such document to any jurisdiction outside the United
Kingdom should inform themselves about, and observe, any applicable legal or
regulatory requirements of such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
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