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Recommended Cash Offer for telent plc by Pension CorporationCo-Investment No. 5 L.P. Incorporated ("CILP") a limited partnership whose general partner is advised by Pension Corporation LLP ("Pension Corporation")On 25 September 2007, CILP announced a recommended cash offer for the entire issued and to be issued share capital of telent plc and on 2 October 2007, posted its Offer Document (the "Offer Document") to telent Shareholders setting out the full terms and Conditions of the Offer. CILP further announced on 24 October 2007 that in light of the exceptional circumstances arising as a consequence of the Pensions Regulator exercising its statutory powers to appoint three trustees of telent's UK pension scheme (the " Pensions Regulator's Action"), telent and CILP had agreed with the Panel Executive that, in relation to the first closing date of the Offer, which was 1.00 p.m. (London time) on 23 October 2007, the deadlines for making an appropriate announcement pursuant to paragraph 2(a) of Part B of Appendix I to the Offer Document and to announce any decision to extend the time and/or date by which the acceptance condition has to be fulfilled pursuant to paragraph 2(b) of Part B of Appendix I to the Offer Document would each be extended to 8.00 a.m. (London time) on 31 October 2007.
Level of acceptances CILP announces that as at 1.00 p.m. (London time) on 23 October 2007, being the first closing date of the Offer, valid acceptances of the Offer had been received from telent Shareholders in respect of a total of 26,079,804 telent Shares, representing approximately 41.73 per cent. of the existing issued share capital of telent. This total includes acceptance of the Offer received in respect of 846 telent Shares which were subject to irrevocable undertakings procured by CILP from the Board of telent. As at 22 October 2007, CILP and Merrill Lynch (which is deemed to be acting in concert with CILP (within the meaning of the City Code)) held such number of telent Shares as set out below:
As at 22 October 2007, CILP had received no valid acceptance of the Offer with respect to the telent Shares held by Merrill Lynch. Save as disclosed in this announcement, neither CILP, nor any person acting in concert with CILP, had an interest in or had any rights to subscribe for any relevant securities of telent nor had any short position or any arrangement in relation to any relevant securities of telent. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or option arrangement or right to require another person to purchase or take delivery of any relevant securities of telent and any borrowing or lending of any relevant securities of telent which have not been on-lent or sold and any outstanding irrevocable undertaking with respect to any relevant securities of telent.
Extension of the Offer CILP announces that the Offer, which remains subject to the terms and Conditions set out in the Offer Document, is being extended and will remain open until 1.00 p.m. (London time) on 7 November 2007. Any further extensions to the Offer will be publicly announced by 8.00 a.m. (London time) on the Business Day following the day on which the Offer is otherwise due to expire, or such later time or date as the Panel may agree. Purported acceptances of the Offer which have been received since 1.00 pm on 23 October 2007 will be treated as valid acceptances of the Offer provided that such acceptances are otherwise valid or are deemed to be valid in accordance with the terms of the Offer. CILP and telent are in discussions with the Pensions Regulator and other interested parties regarding the Pensions Regulator's Action and will seek to continue to have constructive dialogue with these parties. CILP and telent have agreed with the Panel Executive that the Pensions Regulator's Action constitutes a breach of the condition in paragraph (k) of Part A of Appendix I to the Offer Document and that in the present circumstances, that breach may be invoked by CILP to lapse the Offer. If the Offer becomes or is declared unconditional as to acceptances and such circumstances continue to persist on the 21st day after the date on which the Offer becomes or is declared unconditional as to acceptances, CILP will invoke the condition in paragraph (k) of Part A of Appendix I to the Offer Document and allow the Offer to lapse. Terms defined in the Offer Document have the same meaning in this announcement. Enquiries: Pension Corporation Telephone: +44 (0) 20 7451 6599 telent plc Telephone: +44 (0) 20 7005 6260 Lazard Telephone: +44 (0) 20 7187 2000 JPMorgan Cazenove Telephone: +44 (0) 20 7588 2828 Hodgkin Threadneedle Communications Telephone: +44 (0) 20 7936 9604 John Coles
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