Logica Plc : Reduction of Capital and Scheme effective

TIDMLOG NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 20 August 2012 RECOMMENDED CASH ACQUISITION of LOGICA PLC by CGI GROUP HOLDINGS EUROPE LIMITED (a wholly-owned subsidiary of CGI Group Inc.) to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 Court confirmation of Reduction of Capital and Scheme effective Logica plc ("Logica") and CGI Group Inc. ("CGI") are pleased to announce that the Capital Reduction required to effect the recommended acquisition of Logica by CGI Group Holdings Europe Limited ("CGI Europe") by way of scheme of arrangement in accordance with sections 895 to 899 of the Companies Act 2006 (the "Scheme") was today confirmed by the Court and that, following the delivery of the Court Orders to the Registrar of Companies, the Scheme has become effective. Dealings in Logica Shares on the London Stock Exchange and Euronext Amsterdam were suspended today at 7.30 a.m. (UK time). The delisting of Logica Shares and the cancellation of admission to trading of Logica Shares on the London Stock Exchange and Euronext Amsterdam is expected to take place at 8.00 a.m. (UK time) on 24 August 2012. Holders of Scheme Shares who appeared on the Logica register of members at 6.00 p.m. on 17 July 2012 will be entitled to receive 105 pence in cash for each Scheme Share held. The date for despatch of cheques and for settlement of cash consideration in relation to the Acquisition through CREST is expected to be 3 September 2012. For those holding ordinary shares through Euroclear Nederland, payment is also expected to be made on 3 September 2012 and be made in Euros, based on the prevailing Euros/pound sterling exchange rate. Timetable The expected timetable of events for the Scheme as set out in the scheme document issued by Logica on 21 June 2012 ("Scheme Document") was updated in the announcement dated 16 July 2012 and remains unchanged. Resignation of directors As envisaged in the Scheme Document, the Chairman and each of the Non-Executive Directors of Logica have resigned from their offices as directors of Logica effective as of 21 August 2012. As per the announcement on 9 August 2012, Logica's Executive Directors will also resign from their offices as directors of Logica effective as of 21 August 2012. Other Unless otherwise defined, all capitalised terms in this announcement shall have the meaning given to them in the Scheme Document. A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in certain overseas jurisdictions, at www.Logica.com. For enquiries please contact: Logica plc Karen Keyes (Investor Relations) Tel: [phone] Louise Fisk (Media Relations) Tel: [phone] Rothschild (joint financial adviser to Logica) Warner Mandel Tel: [phone] Jeremy Millard Nick Ivey Bank of America Merrill Lynch (joint financial adviser and joint corporate broker to Logica) Simon Gorringe Tel: [phone] Geoff Iles Andrew Tusa Deutsche Bank AG, London Branch (joint financial adviser and joint corporate broker to Logica) Charles Wilkinson Tel: [phone] Richard Sheppard Charles Bryant Brunswick (public relations adviser to Logica) Sarah West Tel: [phone] Jonathan Glass CGI Group Inc. Lorne Gorber Tel: [phone] Goldman Sachs International (financial adviser to CGI) Gregg Lemkau Tel: [phone] Nick Harper Nicholas van den Arend RLM Finsbury (public relations adviser to CGI) James Murgatroyd Tel: [phone] Goldman Sachs International, which is authorised and regulated in the United Kingdom by the FSA, is acting for CGI and CGI Europe and no one else in connection with the Acquisition and will not be responsible to anyone other than CGI and CGI Europe for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Acquisition or any matter referred to herein. Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Logica and no one else in connection with the Acquisition and will not be responsible to anyone other than Logica for providing the protections afforded to clients of Rothschild or for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement referred to herein. Bank of America Merrill Lynch, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Logica and for no one else in connection with the Acquisition and will not be responsible to any person other than Logica for providing the protections afforded to clients of Bank of America Merrill Lynch, or for providing advice in relation to the Acquisition, the content of this announcement or any matter referred to herein. Deutsche Bank AG, London Branch is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Services Authority. Details about the extent of Deutsche Bank AG, London Branch's authorisation and regulation by the Financial Services Authority are available on request. Deutsche Bank AG, London Branch is acting as financial adviser to Logica and no one else in connection with the Acquisition or the contents of this announcement and will not be responsible to any person other than Logica for providing the protections afforded to clients of Deutsche Bank AG, London Branch, nor for providing advice in relation to the Acquisition or any matters referred to in this announcement. This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or otherwise dispose of or invitation to purchase or otherwise acquire any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document. This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales. Overseas Shareholders The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The Acquisition relates to the shares of an English company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the proxy solicitation rules nor (unless implemented by means of a Takeover Offer) the tender offer rules under the US Securities Exchange Act of 1934, as amended, will apply to the Acquisition. Moreover, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom and under the City Code to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If CGI exercises its right to implement the Acquisition of the Logica Shares by way of a Takeover Offer, the Takeover Offer will be made in compliance with applicable US securities laws and regulations. Unless otherwise determined by CGI Europe or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The availability of the Acquisition to Logica Shareholders who are not resident