RNS Number : 0479K
  Axon Group PLC
  12 December 2008
   


    Recommended Acquisition

    by

    HCL EAS Limited
    an indirect wholly-owned subsidiary of

    HCL Technologies Limited

    of

    Axon Group plc

    Court confirmation of capital reduction
    Axon Group plc ("Axon" or the "Company") announces that the High Court of Justice has today made an order confirming the reduction of
Axon's share capital (save for the Excluded Shares) in connection with the HCL Scheme by which HCL EAS's acquisition of Axon is being
implemented.  This follows the Court's sanction of the HCL Scheme at a hearing held on 10 December 2008.
    The HCL Scheme will become Effective upon the HCL Court Orders being delivered to the Registrar of Companies (and, in relation to the
HCL Reduction Court Order, the registration of such order (together with the HCL Minute attached thereto) by the Registrar of Companies)
which is expected to take place on 15 December 2008.
    With effect from 6.00 p.m. on 11 December 2008, Axon Shares were temporarily suspended from the Official List and the London Stock
Exchange's main market for listed securities. The listing and admission to trading on the London Stock Exchange's main market for listed
securities of Axon Shares will be cancelled at 8.00 a.m. on 16 December 2008, the day following the anticipated effective date of the HCL
Scheme.
    A detailed timetable of events for the HCL Scheme is set out in the scheme document dated 24 October 2008 (the "Scheme Document").
    Copies of the Scheme Document are available for inspection during normal business hours on any business day at the offices of Osborne
Clarke at One London Wall, London EC2Y 5EB, up to and including the HCL Effective Date.
    Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this
announcement.
    
    Enquiries:
 Axon
 Stephen Cardell                 Tel: +44 (0)1784 480 800
 Iain McIntosh
 Roy Merritt
  
 Citi (financial adviser and
 joint corporate broker to
 Axon) 
 William Barter                  Tel: +44 (0)20 7986 6946
 Richard Moore                   Tel: +44 (0)20 7986 5376
 Charles Lytle                   Tel: +44 (0)20 7986 0519
  
 Panmure Gordon (joint
 corporate broker to Axon)       Tel: +44 (0)20 7614 8388
 Dominic Morley
  
 Bell Pottinger (PR adviser to
 Axon)                           Tel: +44 (0)20 7861 3232
 Laura Pope
 Mike Davies
  
 HCL Technologies
 Sandip Gupta                    Tel: +91 12 0438 1095
 Ram Krishna
  
 Merrill Lynch (financial
 adviser to HCL)                 Tel: +44 (0)20 628 1000
 Kevin J. Smith
 Mohsin Rashid
 Raphael Grunschlag
 Andrew Fairclough (Corporate
 Broking)
  
 Standard Chartered (financial
 adviser to HCL)                 Tel: +44 (0)20 7885 8888
 Amer Baig
 Thomas Pfeiffer
  
 Maitland (PR adviser to HCL)
 Philip Gawith                   Tel: +44 (0)20 7379 5151
 Liz Morley
  

    Citi, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Axon and no one else in connection
with the HCL Acquisition and will not be responsible to anyone other than Axon for providing the protections afforded to clients of Citi nor
for providing advice in relation to the HCL Acquisition, the content of this announcement or any matter referred to herein.

    Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and HCL
EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS for
providing the protections afforded to clients of Merrill Lynch nor for providing advice in relation to the HCL Acquisition, the content of
this announcement or any matter referred to herein.

    Standard Chartered, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for HCL Technologies and
HCL EAS and no one else in connection with the HCL Acquisition and will not be responsible to anyone other than HCL Technologies and HCL EAS
for providing the protections afforded to clients of Standard Chartered nor for providing advice in relation to the HCL Acquisition, the
content of this announcement or any matter referred to herein.

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the City 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
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.

    Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Axon by HCL Technologies or 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 City Code, which can also be found on the Panel's website. If you are in any doubt as to the
application of Rule 8 to you, please contact an independent financial adviser authorised under the Financial Services and Markets Act 2000,
consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20
7638 1554.

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