AXO Axon Grp.

    RNS Number : 3763H
  HCL Technologies Limited
  04 November 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
    4 November 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'')
    Receipt of irrevocable undertakings to vote in favour of the HCL Scheme
    On 24 October 2008, the document containing the HCL Scheme was sent to Axon Shareholders (the "Scheme Document"). Unless the context
otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.
    In accordance with Rule 8.4 of the Code, HCL EAS announces that, on 3 November 2008, the Axon Directors (other than Mr Royston Hogarth)
and a key employee of Axon entered into irrevocable undertakings with HCL EAS pursuant to which each of them has irrevocably undertaken to
vote (or procure the vote) in favour of the resolutions to be proposed at the HCL Meetings (or, in the event that the HCL Acquisition is
implemented by way of a takeover offer, to accept or procure the acceptance of such offer) in respect of their entire beneficial holding of
Axon Shares. Their beneficial holding is currently an aggregate of 147,420 Axon Shares, representing approximately 0.2 per cent. of the
existing issued share capital of Axon (the "Undertakings").
    The Undertakings remain binding even if a higher offer is made by a third party, but cease to be binding (a) on the withdrawal or lapse
of the HCL Scheme, or (b) if the HCL Acquisition is implemented by way of a takeover offer, on such offer lapsing or being withdrawn.
    Further details of the Undertakings are set out in the appendix to this announcement.
    Copies of the Undertakings will be available for inspection during normal business hours on any weekday (public holidays excepted) at
the offices of Osborne Clarke, One London Wall, London EC2Y 5EB until the date on which the HCL Scheme becomes effective in accordance with
its terms.
    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the 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
HCL 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 of the Code.
    Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant securities' of Axon by HCL EAS 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 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.
      APPENDIX
    Details of the Undertakings
    The persons named below have given or procured the giving of irrevocable undertakings in respect of the number of Axon Shares
beneficially held by them. As at the date of this announcement the number of Axon Shares beneficially held by them and the number of Axon
Shares which they may acquire pursuant to the vesting of existing awards under the Axon Share Schemes is as follows:

    
                        Number of Axon   Number of Axon Shares to which individual
                      Shares currently         may become entitled pursuant to the
                                  held   vesting of existing awards under the Axon
                                                                     Share Schemes
 Director                                                                         
 Roy Merritt                    31,900                                           0
 David Oertle                   40,000                                           0
 Stephen Cardell                     0                                   2,251,000
 Iain McIntosh                       0                                     156,383
                                                                                  
 Key employee                                                                     
 Ian Greenhalgh                 75,520                                   1,023,454
 Total                         147,420                                   3,430,837



    The Undertakings will extend to any interest in relevant securities in Axon which the giver of such undertaking acquires after the date
of this announcement. Mr Royston Hogarth, a director of Axon, does not currently have an interest in any relevant securities of Axon.

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