ABU Abacus Group

    RNS Number : 8603K
  Electron House (Overseas) Limited
  30 December 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.
    FOR IMMEDIATE RELEASE
    30 December 2008 

    Recommended Cash Offer
    by
    Electron House (Overseas) Limited,  
    a wholly-owned subsidiary of Avnet, Inc. 
    for
    Abacus Group plc 

    Offer Update

    Summary

    The Boards of Avnet, Inc. (Avnet) and Electron House (Overseas) Limited (Electron) announce Electron's Offer for Abacus Group plc
(Abacus) has become unconditional as to acceptances.  The Offer remains subject to the terms and other conditions set out in the Offer
Document dated 7 November 2008.

    Offer update

    As at 3:00 p.m. on 29 December 2008, valid acceptances of the Offer had been received in respect of 68,860,664 Abacus Shares,
representing approximately 93.6 per cent. of Abacus's issued ordinary share capital.

    Prior to the announcement of the Offer on 10 October 2008, Avnet had received irrevocable undertakings from the Abacus Directors as well
as undertakings from certain other Abacus Shareholders in respect of, in aggregate, 22,240,559 Abacus Shares, representing approximately
30.2 per cent. of Abacus's issued ordinary share capital. Acceptances in respect of all of these Abacus Shares have been received pursuant
to these undertakings and are included in the total number of valid acceptances referred to above.

    Accordingly, the Offer has become unconditional as to acceptances.

    Offer extended 

    The Offer, which remains subject to the terms and other conditions set out in the Offer Document, is being extended and will remain open
for acceptance until further notice. 

    Abacus Shareholders who hold Abacus Shares in certificated form (that is, not in CREST), should complete, sign and return the Form of
Acceptance in accordance with paragraph 16 (a) and (b) of Part II of the Offer Document as soon as possible. 

    Abacus Shareholders who hold Abacus Shares in uncertificated form (that is, in CREST), should comply with the procedure for acceptance
set out in paragraph 16 (c) of Part II of the Offer Document as soon as possible.

    Disclosures

    Prior to 18 September 2008 (the commencement of the Offer Period for Abacus under the Code), neither Electron nor any person acting in
concert with Electron held any Abacus Shares or other securities of Abacus.

    Save as set out above neither Electron nor any person acting in concert with Electron has acquired or agreed to acquire any Abacus
Shares or other securities of Abacus during the Offer Period. 

    Definitions used in the Offer Document dated 7 November 2008 have the same meanings when used in this announcement, unless the context
requires otherwise.

    Enquiries 

    
 AVNET, INC.                                                        Telephone:
 Vincent Keenan, Vice President and Director, Investor    US   +1 480 643 7053
 Relations
 Georg Steinberger, Vice President, Communications       GER  +49 81 2177 4203
 
    
 BANC OF AMERICA SECURITIES                                        Telephone:
 (Financial adviser to Avnet and Electron)                                   
 Derek Shakespeare, Managing Director * European M&A     UK  +44 20 7174 4800
 Georg Schloendorff, Managing Director * Technology M&A  US   +1 646 855 0902
 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)                      
 Calvin Man, Associate Director                      UK  +44 20 7991 9925
 
    
 BUCHANAN COMMUNICATIONS            Telephone:
 (PR adviser to Abacus)                       
 Tim Anderson             UK  +44 20 7466 5000
 Mary-Jane Johnson        UK  +44 20 7466 5000





    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 has been made solely by means
of the Offer Document which contains 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.
    The directors of Avnet and Electron accept responsibility for the information contained in this announcement. To the best of the
knowledge and belief of the directors of Avnet and Electron (who have taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information. 
    Banc of America Securities, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Avnet and Electron in connection with the Offer and for no-one else and will not be responsible to anyone other than Avnet and Electron 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 not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction.
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 of that jurisdiction. The release, publication or distribution of this document 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.
    The Offer is not being made, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the
relevant laws in such jurisdiction. Copies of this document, the Offer Document and the Form of Acceptance and any accompanying document are
not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction if
to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving this document, the Offer Document or
the Form of Acceptance (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from
such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
    Further details in relation to overseas shareholders are contained in the Offer Document.
    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.

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