LogicaCMG plc (“LogicaCMG”) announces that in connection with its issue of 2.875 per cent. Convertible Bonds due 2008 (the “Bonds”), ABN AMRO Rothschild and Merrill Lynch International today informed the Company that they have exercised the over-allotment option over a further Euro 39,570,000 in principal amount of Bonds. Following exercise of this option, the total size of the issue is Euro 303,368,000 in principal amount.
Settlement of the Bonds is expected to take place on or around 19 September 2003.
ABN AMRO Rothschild and Merrill Lynch International are acting as joint bookrunners and joint lead managers. ABN AMRO Corporate Finance Limited and Merrill Lynch International are acting as authorised advisers.
Application will be made for the Bonds to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange for the Bonds to be admitted to trading on the London Stock Exchange's market for listed securities.
The Bonds, the preference shares of the Issuer (LogicaCMG (Jersey) Limited), the ordinary shares of LogicaCMG and the guarantee in respect of the Bonds have not and will not be registered under the U.S. Securities Act 1933, as amended (the “Securities Act”) and will be offered and sold only outside the United States in compliance with Regulation S under the Securities Act
Stabilisation/FSA
For further information please contact:
LogicaCMG plc
Will Cameron – media relations 020 7446 1786 (mobile: 07771 815414)
Tony Richards – investor relations 020 7446 4372 (mobile: 07733 260393)
ABN AMRO Rothschild 020 7678 8000
Jeroen Berns (Equity Capital Markets)
Firouz Momeni (Equity Capital Markets)
Charles Lytle (Corporate Broking)
Jitesh Gadhia (Corporate Finance)
Merrill Lynch International 020 7995 2000
Bob Wigley
Tim Pratelli
Julian Kozerski
Richard Snow
In the United Kingdom, this announcement is directed exclusively at persons who have professional experience in matters relating to investments who fall within Article 19 or 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001. The Bonds will be issued only to such persons.
Neither this announcement nor any copy of it is for distribution, directly or indirectly in or into the United States. These materials are not an offer of securities for sale into the United States or elsewhere. The securities may not be offered or sold in the United States unless they are registered or exempt from registration. There will be no public offer of securities in the United States. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in or into Canada, Australia, Japan or Jersey. Any failure to comply with this restriction may constitute a violation of Canadian, Australian, Japanese or Jersey securities laws.
ABN AMRO Rothschild (an unincorporated equity capital markets joint venture between ABN AMRO Bank N.V. and N M Rothschild & Sons Limited), ABN AMRO Corporate Finance Limited and Merrill Lynch International are acting for LogicaCMG (Jersey) Limited and LogicaCMG and no one else in connection with the offering of the Bonds and will not be responsible to any person other than LogicaCMG (Jersey) Limited and LogicaCMG for providing the protections afforded to their respective clients nor for providing advice in relation to the offering of the Bonds, the preference shares into which the bonds are convertible and the Ordinary Shares.
The distribution of this announcement and the offering or sale of the Bonds in certain jurisdictions may be restricted by law. No action has been taken by LogicaCMG (Jersey) Limited, LogicaCMG, ABN AMRO Rothschild, ABN AMRO Corporate Finance Limited or Merrill Lynch International, or any of their respective affiliates that would permit an offering of the Bonds or possession or distribution of this announcement or any other offering or publicity material relating to such Bonds in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by LogicaCMG, LogicaCMG (Jersey) Limited, ABN AMRO Rothschild, ABN AMRO Corporate Finance Limited and Merrill Lynch International to inform themselves about and to observe any such restrictions.
The Bonds may not and will not be offered, sold or transferred, directly or indirectly, in the Netherlands except to individuals or entities who or which trade or invest in securities in the conduct of a profession or business within the meaning of article 2 of the Exemption Regulation of 21 December 1995 issued pursuant to article 4 of the Securities Market Supervision Act 1995 (Wet toezicht effectenverkeer 1995 of 16 November 1995) which includes banks, brokers, securities institutions, insurance companies, pension funds, investment institutions, other institutional investors and other parties, including treasury departments of commercial enterprises and finance companies which are regularly active in the financial markets in a professional manner.