AXO Axon Grp.

    RNS Number : 5939G
  Axon Group PLC
  24 October 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

    24 October 2008 

    Recommended Acquisition
    by

    HCL EAS Limited
    an indirect wholly owned subsidiary of

    HCL Technologies Limited (''HCL'') 

    of

    Axon Group Plc (''Axon'' or the ''Company'')

    Posting of Scheme Document
    On 25 August 2008, it was announced that the boards of Infosys Technologies Limited ("Infosys") and Axon had reached agreement on the
terms of a recommended acquisition by Infosys of the entire issued and to be issued share capital of Axon at a price of 600 pence in cash
per Axon Share (including the Interim Dividend of 2.25 pence announced on 26 August 2008) (the "Infosys Acquisition"). The Infosys
Acquisition was to be implemented by way of a scheme of arrangement (the "Infosys Scheme").
    On 26 September 2008, HCL announced the terms of a cash offer to be made by HCL EAS Limited ("HCL EAS"), an indirect wholly owned
subsidiary of HCL, for the entire issued and to be issued share capital of Axon at a price of 650 pence in cash per Axon Share (including
the Interim Dividend of 2.25 pence announced on 26 August 2008) (the "HCL Offer").
    On 2 October 2008, the Axon Board announced that it had withdrawn its recommendation for the Infosys Acquisition and intended to
recommend unanimously the HCL Offer.
    On 10 October 2008, Infosys announced that it would not be increasing the price of its original offer. On the same date, HCL announced
that, with the consent of the Panel and the Axon Board, it would be implementing the HCL Offer by means of a scheme of arrangement between
Axon and its shareholders pursuant to Part 26 of the Companies Act 2006 (the "HCL Scheme").
    On 20 October 2008, the Axon Board announced that, with the agreement of Infosys and the Panel, it had resolved to no longer proceed
with the Infosys Scheme.  The Axon Board is continuing to take steps to implement the acquisition of the Company by HCL. Accordingly, the
Company now announces that a scheme document in relation to the HCL Scheme (the "Scheme Document") will be posted to Axon Shareholders
today, 24 October 2008.
    The HCL Court Meeting and HCL General Meeting in relation to the HCL Scheme have been convened for 10.00 a.m. and 10.15 a.m. (or as soon
thereafter as the HCL Court Meeting shall have been concluded or adjourned) respectively on 24 November 2008.  Both meetings will be held at
the offices of Osborne Clarke at One London Wall, London EC2Y 5EB.  A full description of the expected timetable of principal events, the
terms and conditions of the HCL Scheme and the action to be taken by Scheme Shareholders will be set out in the Scheme Document.  As
described in the Scheme Document, the HCL Scheme will require the approval of Scheme Shareholders at the HCL Court Meeting, the passing of a
resolution by Axon Shareholders at the HCL General Meeting and the sanction of the HCL Scheme by the Court.
    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.
    Capitalised terms used in this announcement but not defined shall bear the meanings ascribed to them in the Scheme Document.
    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)7870 257 276
 Chris Hamilton                  Tel: +44 (0)7871 255 055
 Mike Davis

 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




    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 Infosys, 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 
 
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