IFX
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City Index (Hldgs)
Offer Update
City Index (Holdings) Limited
01 September 2006
Not for release, publication or distribution in or into the United States or
Canada.
For immediate release: 1 September 2006
Recommended cash offer
by City Index (Holdings) Limited
for IFX Group PLC
Acceptances at first closing date and extension of the offer
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'). 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.
Level of acceptances and ownership
The Board of City Index announces that as at 1.00 p.m. on 1 September 2006,
being the first closing date of the Offer, City Index had received valid
acceptances of the Offer in respect of a total of 24,675,728 IFX Shares,
representing approximately 86.0 per cent. of IFX's existing issued ordinary
share capital.
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 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.
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 15,564,933 IFX Shares,
representing approximately 54.2 per cent. of IFX's existing issued ordinary
share capital, that were subject to these irrevocable undertakings and
non-binding letters of intent. There is an outstanding letter of intent from M&
G Investment Management Limited in respect of 1,460,000 IFX Shares, representing
5.1 per cent. of IFX's existing issued ordinary share capital.
FSA approval
The FSA have issued a written notice approving a change of control of IFX in
accordance with Part XII of FSMA in respect of City Index and each person
purporting to become a 'controller' of IFX within the meaning of Section 422 of
FSMA.
Extension of the Offer
The City Index Board announces that the Offer, which remains subject to the
terms and conditions set out in the Offer Document (including acceptances being
received in respect of not less than 90 per cent., or such lower percentage,
carrying in aggregate more than 50 per cent. of the voting rights in IFX, as
City Index may decide, in nominal value of the IFX Shares to which the Offer
relates) has been extended and will remain open for acceptance until 1.00 p.m.
on the next closing date, which will be on 15 September 2006.
To accept the Offer
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, and in any event so as to be received by Capita Registrars,
Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by
no later than 1.00p.m. (London Time) on 15 September 2006. 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 no later than 1.00
p.m. (London Time) on 15 September 2006.
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.
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
'IFX' edited by DB, updated 06-Mar-07
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