ABU Abacus Group

    RNS Number : 6729H
  Electron House (Overseas) Limited
  07 November 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.
    7 November 2008
    Recommended Cash Offer
    by
    Electron House (Overseas) Limited,  
    a wholly-owned subsidiary of Avnet, Inc. 
    for
    Abacus Group plc 

       Posting of Offer Document


    Avnet, Inc. (Avnet) and Electron House (Overseas) Limited (Electron) are pleased to announce that the Offer Document and Form of
Acceptance in respect of Electron's recommended cash offer for the entire issued and to be issued share capital of Abacus Group plc (Abacus)
are being posted today, Friday 7 November 2008.

    As previously announced, the Offer, which is subject to the conditions and further terms set out in the Offer Document and the Form of
Acceptance, is being made on the following basis:

                                for each Abacus Share                          55.0 pence in cash.

    The Offer values the entire issued share capital of Abacus at approximately �42.2 million.

    
The first closing date of the Offer is 29 December 2008. Acceptances of the Offer should be received no later than 3.00 p.m. (London time)
on 29 December 2008, in accordance with the procedure for acceptance set out in the Offer Document.
 
    Copies of the Offer Document and the Form of Acceptance will be available for inspection at the offices of Allen & Overy LLP, One
Bishops Square, London E1 6AD, during usual business hours on any business day until the end of the Offer Period. 

    Enquiries: 

  AVNET, INC.                                                        Telephone:
 Vincent Keenan, Vice President and        US                  +1 480 643 7053
 Director, Investor Relations
 Georg Steinberger, Vice President,       GER                 +49 81 2177 4203
 Communications
                                                                              
 BANC OF AMERICA SECURITIES                                         Telephone:
 (Financial adviser to Avnet)                                                 
 Derek Shakespeare, Managing Director *    UK                 +44 20 7174 4800
 European M&A
 Georg Schloendorff, Managing Director *   US                  +1 646 313 7926
 Technology M&A
 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)
 Nic Hellyer, Managing Director            UK                 +44 20 7992 1683
                                                                              
 BUCHANAN COMMUNICATIONS                                            Telephone:
 (PR adviser to Abacus)                    UK                 +44 20 7466 5000
 Tim Anderson                                                                 
 Mary-Jane Johnson                                                            
                                                                              
 
  


    Definitions used in the Offer Document dated 7 November 2008 have the same meaning when used in this announcement, unless the context
requires otherwise.
    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 Offer will initially be open for acceptance until 3.00 p.m. (London time) on 29 December 2008 (or such later time and/or date as the
Offeror may, subject to the rules of the Code, decide). Any extension of the Offer will be publicly announced by 8.00 a.m. (London time) of
the business day following the day on which the Offer was otherwise due to expire.
    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.
    Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Registrar, Computershare Investor
Services PLC, on +44 870 889 3162.
    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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