London, UK and Montreal, Canada , June 21, 2012-
On May 31, 2012, the Boards of Directors of CGI Group Inc.
("CGI") (TSX: GIB.A) (NYSE: GIB) and Logica plc ("Logica")
announced that they had reached agreement on the terms of a
recommended cash acquisition of Logica by CGI Group
Holdings Europe Limited ("CGI Europe"), a wholly-owned
indirect subsidiary of CGI, pursuant to which CGI Europe
will acquire the entire issued and to be issued ordinary
share capital of Logica. The acquisition is to be
implemented by way of a scheme of arrangement (the
"Scheme") under the UK Companies Act 2006.
Logica has now announced that the Scheme document relating
to the acquisition is being sent today to its shareholders.
Full details of the Scheme, the court meeting, and the
general meeting of Logica's shareholders, are set out in
the Scheme document. The Scheme document also contains
information on both Logica and CGI and the terms and
conditions of the acquisition. Copies of this
announcement, of Logica's announcement, and of the Scheme
document are available free of charge (subject to any
applicable restrictions indicated in the Scheme document
with respect to persons resident in restricted
jurisdictions) on CGI's and Logica's websites (www.logica.com and www.cgi.com).
Timetable for the completion of the Logica acquisition
Subject to the approval of Logica's shareholders, the
sanction of the Court, and the satisfaction or waiver of
the other conditions set out in the Scheme document, it is
expected that the Scheme will be implemented in August
2012.
Expected timetable of principal events
The following timetable sets out the expected dates for
implementation of the acquisition (some of which are
indicative):
|
Latest time for lodging BLUE Form of Proxy for the
Court Meeting
|
10:00 a.m. on 14 July 2012
|
|
Latest time for lodging WHITE Form of Proxy for the
General Meeting
|
10:15 a.m. on 14 July 2012
|
|
Scheme Voting Record Time
|
6:00 p.m. on 14 July 2012
|
|
Court Meeting
|
10:00 a.m. on 16 July 2012
|
|
General Meeting
|
10:15 a.m. on 16 July 2012
|
|
Scheme Court Hearing
|
16 August 2012
|
|
Last day of dealings in, and for registration of
transfers of, Logica Shares
|
17 August 2012
|
|
Reduction Record Time
|
6:00 p.m. on 17 August 2012
|
|
Reduction Court Hearing
|
20 August 2012
|
|
Effective Date
|
20 August 2012
|
|
Earliest date for cancellation of listing and admission
to trading of Logica Shares
|
8:00 a.m. on 21 August 2012
|
|
Latest date for despatch of Consideration
|
by 3 September 2012
|
|
Long Stop Date
|
16 November 2012
|
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All times shown in this timetable are London
times unless otherwise stated. Some dates are
indicative only and will depend, among other
things, on the date upon which the Court
sanctions the Scheme and whether (and, if so,
when) the Conditions are fulfilled or (if capable
of waiver) waived. Unless otherwise
defined, all capitalized terms in this timetable
shall have the meaning given to them in the
Scheme document.
|
About CGI
Founded in 1976, CGI Group Inc. is one of the largest
independent information technology and business process
services firms in the world. CGI provides end-to-end
services with approximately 31,000 professionals located in
offices and centres of excellence in Canada, the United
States, Europe and Asia Pacific. As at March 31, 2012,
CGI's annualized revenue was approximately
C$4.3 billion and its order backlog was approximately
C$13.1 billion. CGI shares are listed on the TSX (GIB.A)
and the NYSE (GIB) and are included in both the Dow Jones
Sustainability Index and the FTSE4Good Index. Website:
www.cgi.com.
Forward-Looking Statements
All statements in this press release that do not directly
and exclusively relate to historical facts constitute
"forward-looking statements" within the meaning of that
term in Section 27A of the United States Securities Act of
1933, as amended, and Section 21E of the United States
Securities Exchange Act of 1934, as amended, and are
"forward-looking information" within the meaning of
Canadian securities laws. These statements and this
information represent CGI's intentions, plans, expectations
and beliefs, and are subject to risks, uncertainties and
other factors, of which many are beyond the control of the
Company. These factors could cause actual results to differ
materially from such forward-looking statements or
forward-looking information. These factors include but are
not restricted to: the satisfaction or waiver of the
conditions to complete the Logica acquisition, including
the approval of the scheme of arrangement by Logica
shareholders and the High Court of Justice in England and
Wales, and the receipt of applicable regulatory approvals,
the expected dates for implementation of the acquisition,
as well as assumptions regarding the foregoing. The words
"believe," "estimate," "expect," "intend," "anticipate,"
"foresee," "plan," and similar expressions and variations
thereof, identify certain of such forward-looking
statements or forward-looking information, which speak only
as of the date on which they are made. CGI disclaims any
intention or obligation to publicly update or revise any
forward-looking statements or forward-looking information,
whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers
are cautioned not to place undue reliance on these
forward-looking statements or on this forward-looking
information.
For more information:
Lorne Gorber
Senior Vice-President, Global Communications and Investor
Relations
+1 514 841-3355
lorne.gorber@cgi.com