News

Thursday 24 May 2007

Terms of the Offers

Under the ICS Ordinary Share Offer, ICS Ordinary Shareholders will receive 13.91pence in cash for each ICS Ordinary Share, which values the entire issued ICS Ordinary Share Capital at approximately £ 106,699,165 . The ICS Ordinary Share Offer is subject to satisfaction of the conditions set out in Part A of Appendix 1.

Under the ICS Preference Share Offer, ICS Preference Shareholders will receive 100 pence in cash, which values the entire issued ICS Preference Share Capital of ICS at £ 3,354,421 . The ICS Preference Share Offer is subject to satisfaction of the condition set out in Part B of Appendix 1.

Together, the ICS Ordinary Share Offer and the ICS Preference Share Offer value the entire issued share capital of ICS at approximately £ 110,053,586 .

Subject to satisfaction of the conditions (including the German Federal Cartel Office condition) set out in Part A and Part B of Appendix 1 Rockwell European Holdings Limited expects the Offers to become wholly unconditional during the third quarter of 2007.

Recommendation of the Offers

For the purposes of the Offers, Peter Mottershead is not considered to be independent because of his continuing employment with ICS and a bonus that is payable to him if the Offers proceed and Rachel Murphy and David Rimmer are therefore the Independent Directors for the Offers.

The Independent Directors, who have been so advised by Zeus Capital, consider the terms of the Offers to be fair and reasonable. In providing advice to the Independent Directors, Zeus Capital has taken into account the commercial assessments of the Independent Directors.

Accordingly, the Independent Directors unanimously recommend that ICS Ordinary Shareholders accept the ICS Ordinary Share Offer and that the ICS Preference Shareholders accept the ICS Preference Share Offer.

Irrevocable undertakings and other covenants

Rockwell European Holdings Limited has received an irrevocable undertaking from Tritrax to accept the ICS Ordinary Share Offer in respect of a total of 738,571,926 ICS Ordinary Shares, representing in aggregate approximately 96.28 per cent. of the existing ICS Ordinary Share Capital.

The irrevocable undertaking given by Tritrax (which is owned and controlled by Alchemy) in respect of ICS Ordinary Shares will cease to be binding in the event that the ICS Ordinary Share Offer lapses or is withdrawn or the Offer Document is not posted on or before 5pm London time on 6 June 2007.

Rockwell European Holdings Limited has also received an irrevocable undertaking from Tritrax to accept the ICS Preference Share Offer in respect of 3,354,421 ICS Preference Shares, representing the entire issued ICS Preference Share Capital.

The irrevocable undertaking given by Tritrax in respect of ICS Preference Shares will cease to be binding in the event that the ICS Ordinary Share Offer lapses or is withdrawn or the Offer Document is not posted on or before 5pm London time on 6 June 2007.

Except in respect of certain specific payments, both Tritrax and Alchemy have agreed to pay, on demand, to Rockwell European Holdings Limited an amount equal to any payments made after 31 March 2007 by an ICS Group member to Tritrax or any of its subsidiaries or to any member of the Alchemy Group or any fund managed by Alchemy or any member of its Group.

Information on ICS

ICS is the holding company of the ICS Triplex group of companies the main trading subsidiary of which is ICS Triplex plc. ICS trades as ICS Triplex and its principal activity is the design, manufacture, installation and maintenance of safety and control systems and other high technology electronic equipment.

ICS was de-listed from the London Stock Exchange on 14 September 2000 following the recommended cash offer for ICS by Altium Capital Limited on behalf of Tritrax. ICS was subsequently re-registered as a private company pursuant to a shareholders' resolution passed in 2001.

Information on Rockwell

Rockwell Automation Inc, headquartered in Milwaukee, Wisconsin, USA, is a leading global provider of industrial automation control and information solutions. Rockwell is active in more than 80 countries and is traded on the New York Stock Exchange under the symbol ROK. Rockwell provides an extensive range of services and products including Allen-Bradley controls and services and Rockwell Software factory management software. More information can be found on the company's website at http://www.rockwellautomation.com.

Rockwell European Holdings Limited is a company registered in England and Wales with registered number 01498903 and having its registered office at Pitfield, Kiln Farm, Milton Keynes, MK113DR, England. It is a wholly owned subsidiary of Rockwell Automation, Inc..

Management and employees

Rockwell has given assurances to the Independent Directors that, following the Offers becoming or being declared unconditional in all respects, the existing employment rights, including pension rights, of the employees of the ICS Group will be fully safeguarded.

Rockwell does not expect there to be any material change in either the continued employment of the employees and management of the ICS Group or in the conditions of their employment as a consequence of the Offers. Nor does it currently intend to redeploy the fixed assets of the ICS Group to an extent that would have a material impact on the business of the ICS Group.

It is the current intention of Rockwell to continue the business of the ICS Group in all material respects in the manner, and in the principal locations, in which it is currently carried on, on a stand-alone basis in the short term although the position will be re-evaluated to best serve the strategic aims of the enlarged Rockwell Group.

Financing of the Offers

Full acceptance of the Offers will require the payment by Rockwell European Holdings Limited of approximately £ 110,053,586 in cash.

RSM Robson Rhodes Corporate Finance is satisfied that sufficient cash resources are available to Rockwell European Holdings Limited to satisfy full acceptance of the ICS Ordinary Share Offer. Full acceptance of the ICS Ordinary Share Offer would result in cash consideration of approximately £ 106,699,165 payable to ICS Ordinary Shareholders.

RSM Robson Rhodes Corporate Finance is satisfied that sufficient cash resources are available to Rockwell European Holdings Limited to satisfy full acceptance of the ICS Preference Share Offer. Full acceptance of the Preference Share Offer would result in cash consideration of £ 3,354,421 payable to ICS Preference Shareholders.

Overseas ICS Shareholders

The availability of the Offers to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. If you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction without delay.

Neither the ICS Ordinary Share Offer nor the ICS Preference Share Offer is being, and will not be, made, directly or indirectly, in or into, or by use of mails or any means or instrumentality of or by any facilities of a national securities exchange of, Canada, Australia, South Africa or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction and neither the ICS Ordinary Share Offer or the ICS Preference Share Offer will be capable of acceptance by any such use, means, instrumentality or facilities from or within Canada, Australia, South Africa, Japan or any other such jurisdiction.

Compulsory Acquisition

If the ICS Ordinary Share Offer becomes or is declared unconditional in all respects, Rockwell European Holdings Limited intends to exercise its rights pursuant to the provisions of sections 974 to 991 (inclusive) Chapter 3 of the Companies Act to compulsorily acquire all remaining ICS Ordinary Shares on the same terms as the ICS Ordinary Share Offer. Given that Tritrax has entered into the irrevocable undertaking referred to above, the acceptance condition will be satisfied.

General

The formal offer document setting out details of the Offers will be despatched to shareholders of ICS as soon as practicable.

RSM Robson Rhodes Corporate Finance is acting as financial adviser to Rockwell and Rockwell European Holdings Limited for purposes of the Offers.

Press enquiries
Rockwell Automation
John Bernaden, Director External Communications,
+1 414 382 2555
RSM Robson Rhodes Corporate Finance 020 7865 2341
(Financial Adviser to Rockwell) 020 7865 2238
Martin Gibbs
Samantha Harrison
ICS
Peter Mottershead Tel: 01621 85 4444
David Rimmer Tel: 01621 85 4444
Zeus Capital
Richard Hughes Tel: 0161 831 1512
Nick Cowles Tel: 0161 831 1512
(Financial Adviser to ICS)

RSM Robson Rhodes Corporate Finance, which is regulated by the Financial Services Authority, is acting for Rockwell and Rockwell European Holdings Limited in connection with the offer and no-one else and will not be responsible to anyone other than Rockwell and Rockwell European Holdings Limited for providing the protections afforded to customers of RSM Robson Rhodes Corporate Finance nor for providing advice in relation to the Offers.

Zeus Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for ICS and no one else in connection with the Offers and will not be responsible to anyone other than ICS for providing the protections afforded to clients of Zeus Capital or for providing advice in connection with the Offers or the contents of this document or accompanying documents, or any matter referred to therein

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 1% or more of any class of “relevant securities” of ICS, all "dealings” in any “relevant securities” of ICS (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the Offers become, or are declared, unconditional as to acceptances, lapse or are 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 ICS, 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 ICS by ICS or Rockwell European Holdings Limited, 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 Takeover 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 whether or not you are required to disclose a “dealing” under Rule 8, you should consult the Panel.

Appendix 1

Conditions of the Offers

Part A

Conditions of the ICS Ordinary Share Offer

The ICS Ordinary Share Offer is subject to the following conditions:

(A) valid acceptances being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Rockwell European Holdings Limited may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Rockwell European Holdings Limited may in accordance with the City Code decide) in nominal value of the ICS Ordinary Shares to which the ICS Ordinary Share Offer relates, provided that this condition will not be satisfied unless Rockwell European Holdings Limited and/or any group company of the Rockwell Group shall have acquired or agreed to acquire, whether pursuant to the ICS Ordinary Share Offer or otherwise, ICS Ordinary Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at a general meeting of ICS.

For the purposes of this condition:

(i) shares which have been unconditionally allotted but not issued, whether pursuant to the exercise of any outstanding conversion rights or subscription rights or otherwise, shall be deemed to carry the voting rights which they will carry on issue;

(ii) the expression “ICS Ordinary Shares to which the Offer relates” shall be construed in accordance with sections 974 to 991 (inclusive) of Chapter 3 of the Companies Act; and

(iii) valid acceptances shall be treated as having been received in respect of any ICS Ordinary Shares that Rockwell European Holdings Limited shall, pursuant to Section 979 (8) of the Companies Act, be treated as having acquired or contracted to acquire by virtue of acceptances of the ICS Ordinary Share Offer;

(B) the passing at an extraordinary general meeting of ICS (or any adjournment thereof) of the Resolution; and

(C) the earlier of the German Federal Cartel Office:

(i) having declined jurisdiction pursuant to the applicable provisions of the German Act Against Restraints of Competition, Gesetz gegen Wettbewerbsbeschrankungen ("GWB");or

(ii) having cleared, or being deemed to have cleared, the transaction contemplated by the Offers pursuant to the GWB before the expiry of a period of 4 months after filing of a complete merger notification.

Part B

Conditions of the ICS Preference Share Offer

The ICS Preference Share Offer is subject to the following condition:

(A) The ICS Ordinary Share Offer becoming or being declared unconditional in all respects in accordance with its terms.

Appendix 2

Definitions

The following definitions apply throughout this announcement, unless the context otherwise requires:
“Alchemy” Alchemy Partners (Guernsey) Limited, a company registered in Guernsey (registered no. 32560), the registered office of which is at Trafalgar Court, Les Banques, St Peter Port, Guernsey;
"Articles” the articles of association of ICS;
“Australia” the Commonwealth of Australia, its states, territories and possessions;
“Board of ICS” or “ICS Board” the board of directors of ICS as at the date of this document;

“business day”
a day (other than a Saturday, a Sunday or public holiday) on which banks are generally open for business in the City of London for the transaction of all normal sterling banking business;
“ Canada” Canada , its provinces and territories and all areas subject to its jurisdiction and any political subdivision thereof;
“City Code” the City Code on Takeovers and Mergers of the United Kingdom;
“Companies Act” the Companies Act 2006;

“First Closing Date”
the First Closing Date being 21 days from the date of the posting of the offer document relating to the Offers such offer document to be posted as soon as practicable after the date of this announcement;
“Group” in relation to any company means a subsidiary of that company, a holding company of that subsidiary or any subsidiary of that holding company;
“ICS” or “Company” Industrial Control Services Group Limited, a company registered in England and Wales (registered no. 2553840), the registered office of which is at ICS House, Hall Road, Maldon, Essex, CM9 4LA ;
“ICS Group” ICS and its subsidiary undertakings;
“ICS Ordinary Shares” the existing issued and fully paid ordinary shares of 0.1 penny each in nominal value in the capital of ICS and any further such shares which have been unconditionally allotted or issued fully paid after the date hereof and before the date on which the Offers close (or such earlier date, not being earlier than the date on which the Offers become or are declared unconditional as to acceptances, as Rockwell European Holdings Limited may, subject to the City Code, determine);
“ICS Ordinary Share Capital” the ICS Ordinary Shares;
“ICS Ordinary Shareholders” the holders of ICS Ordinary Shares;

“ICS Ordinary Share Offer”
the offer to be made by Rockwell European Holdings Limited to acquire all of the ICS Ordinary Shares on the terms and conditions to be set out or referred to in the offer document to be posted after the date of this announcement;
“ICS Preference Shares” the existing issued and fully paid cumulative redeemable preference shares of 50 pence each in nominal value in the capital of ICS;
“ICS Preference Share
Capital” the ICS Preference Shares;
“ICS Preference
Shareholders” the holders of ICS Preference Shares;

“ICS Preference Share Offer”
the offer to be made by Rockwell European Holdings Limited to acquire all of the ICS Preference Shares on the terms and conditions to be set out or referred to in the offer document to be posted after the date of this announcement;

“Independent Directors”

Rachel Murphy and David Rimmer;

“ London Stock Exchange”
London Stock Exchange plc;

“Offers”
together the ICS Ordinary Share Offer and the ICS Preference Share Offer;
“Overseas ICS Shareholders” ICS Shareholders who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodian or trustees for citizens or nationals of other countries;
“Panel” The Panel on Takeovers and Mergers of the United Kingdom;
"Rockwell" or "Rockwell Automation, Inc." means Rockwell Automation, Inc., a company incorporated in the United States;
"Rockwell Group" means Rockwell Automation, Inc. and its subsidiaries;
"RSM Robson Rhodes Corporate Finance" means RSM Robson Rhodes Corporate Finance, a division of RSM Robson Rhodes LLP, financial adviser to Rockwell Automation, Inc. and Rockwell European Holdings Limited;
“Resolution” a resolution to be proposed at an extraordinary general meeting of ICS to amend ICS's articles of association in the form attached at Appendix 3 to facilitate the making of the Offers;
“Tritrax” Tritrax Limited, a company registered in England and Wales (registered no 4035305), the registered office of which is at ICS House, Hall Road, Maldon, Essex CM9 4LA;
“ UK” or “United Kingdom” the United Kingdom of Great Britain and Northern Ireland; and
"Zeus Capital" Zeus Capital Limited.

Appendix 3

Resolution

“SPECIAL RESOLUTION

THAT the provisions of article 38 of the articles of association of the Company be and are hereby amended by amending article 38.1 so that it reads as follows:-

“38.1 No transfer of ordinary shares which would result, if made and registered, in a person obtaining a Controlling Interest, will be made or registered unless:-

(i) an offer is made to all members holding ordinary shares offering to purchase all the ordinary shares held by the such members and such offer is in accordance with the City Code on Takeovers and Mergers of the United Kingdom or the transfer relates to shares that are acquired pursuant to sections 974 to 991 of the Companies Act 2006; or

(ii) an Approved Offer is made by the Company acting as agent on behalf of the proposed transferee (“Buyer”) and the remaining provision of this Article 38 are complied with.”