EXHIBIT 4.5
DATED 19th of JUNE, 2003
WPP GROUP PLC
- and -
CORDIANT COMMUNICATIONS GROUP PLC
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SCHEME TRANSACTION AGREEMENT
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▇▇▇▇▇ & ▇▇▇▇▇
London
CO:1040570.8
CONTENTS
1. Interpretation...........................................................3
2. Announcements............................................................6
3. Implementation of the Proposed Acquisition...............................6
4. Conduct of Business......................................................8
5. Agreed Disposals.........................................................8
6. Exclusivity..............................................................9
7. Employees...............................................................10
8. Termination.............................................................10
9. Expenses................................................................11
10. Notices.................................................................11
11. General.................................................................12
12. Law.....................................................................12
THIS AGREEMENT is made as of 19th June, 2003 BETWEEN:
(1) WPP GROUP PLC (registered number 1003653) whose registered office is at
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ("WPP"); and
(2) CORDIANT COMMUNICATIONS GROUP PLC (registered number 1320869) whose
registered office is at ▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇ ("Cordiant").
WHEREAS:
(A) WPP proposes to acquire Cordiant by means of a scheme of arrangement
under Section 425 of the Companies ▇▇▇ ▇▇▇▇, to be proposed by Cordiant
to its ordinary shareholders, under which the whole of the issued
ordinary share capital of Cordiant will be transferred to WPP and WPP
will issue new ordinary shares to the former ordinary shareholders of
Cordiant (the "Scheme").
(B) This Agreement sets out certain matters relating to the conduct of the
Acquisition (as defined below) that have been agreed by WPP and Cordiant.
IT IS AGREED as follows:
1. INTERPRETATION
(1) In this Agreement:
"Acquisition" means the proposed acquisition of Cordiant by WPP pursuant
to the Scheme, as described in the Press Announcement;
"Act" means the Financial Services and Markets ▇▇▇ ▇▇▇▇;
"Agreed Disposals" means the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Disposal, the
Financial Dynamics Disposal and the ▇▇▇▇▇▇ & Friends Disposal;
"Agreed Form" means, in relation to any document, the form of that
document which has been initialled for the purpose of identification by
or on behalf of each of the Parties;
"Announcement Date" means the date of this Agreement or the next Business
Day thereafter;
"Business Day" means a day (other than a Saturday, Sunday or public
holiday) on which banks are generally open for business in London;
"City Code" means the City Code on Takeovers and Mergers;
"Competitive Proposal" means any offer or other proposal for the sale,
reorganisation or recapitalisation of Cordiant or any other member of the
Cordiant Group (excluding for the purposes of sub-clause 6(2) internally
generated management buy-out proposals) or any other transaction or
proposed transaction in respect of Cordiant involving a third party which
would amount to an action requiring the approval of Cordiant shareholders
in general meeting under Rule 21 of the City Code;
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"Conditions" means the conditions to the Acquisition set out in Appendix
I to the Press Announcement;
"Confidentiality Agreement" has the meaning given in sub-clause 8(3);
"Cordiant Group" means Cordiant and its subsidiaries and subsidiary
undertakings;
"Cordiant Shares" means the ordinary shares of 50p each in Cordiant;
"Court" means the High Court in England and Wales;
"Court Hearing" means the Court hearing to sanction the Scheme;
"Court Meeting" means the meeting of Cordiant's shareholders, ordered in
accordance with section 425 of the Companies ▇▇▇ ▇▇▇▇, to approve the
Scheme;
"Debt Transfer Agreement" means the debt transfer agreement in the Agreed
Form to be made on or about the date of this Agreement between, amongst
others, (1) Cordiant, (2) Cordiant Finance Inc., (3) HSBC Bank Plc, (4)
the "Finance Parties" as defined therein, (5) WPP No. 2337 Limited, and
(6) WPP;
"Effective Date" means the date on which an office copy of the order of
the Court sanctioning the Scheme is delivered to the Registrar of
Companies for registration;
"EGM" means the extraordinary general meeting of shareholders of Cordiant
at which a special resolution will be prepared to approve certain
amendments to the Articles of Association of Cordiant to ensure that (i)
any Cordiant Shares issued after the record time for voting at the Court
Meeting and before the record time for the Scheme will be bound by the
Scheme and (ii) any shares issued to any person other than a member of
the WPP Group after the time at which the Scheme becomes effective will
be automatically exchanged for new ordinary shares of WPP on the same
terms as under the Scheme;
"Financial Dynamics Disposal" means the proposed disposal by Cordiant of
various companies in the Financial Dynamics International network, as
contemplated by the Financial Dynamics Sale Agreement;
"Financial Dynamics Sale Agreement" means the draft form of agreement
proposed to be used for the Financial Dynamics Disposal in the Agreed
Form;
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Disposal" means the proposed disposal by Cordiant
of part of its interest in Cordiant Communications Group Australia Pty
Limited, as contemplated by the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sale Agreements;
"▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sale Agreements" means (i) the investment
agreement dated 28th May, 2003 and made between inter alia (1) Cordiant,
(2) Cordiant Communications (Australia) Pty Limited ("Cordiant
Australia") and (3) Pacific Equity Partners Pty Limited and the
agreements to be entered pursuant thereto and (ii) the shareholders'
agreement relating to The Communications Holdings Group Pty Limited
("CHG") dated 28th May, 2003 and made between inter alia (1) CHG and (2)
Cordiant Australia;
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"Listing Rules" means those rules made by the UK Listing Authority under
section 74 of the Act;
"London Stock Exchange" means the London Stock Exchange plc;
"Panel" means the Panel on Takeovers and Mergers;
"Parties" means WPP and Cordiant and "Party" shall mean either of them
(as the context requires);
"Press Announcement" means the press announcement about the Acquisition
in the Agreed Form;
"Scheme" has the meaning given in Recital (A);
"Scheme Document" means the circular to be issued by Cordiant to its
shareholders in connection with the Acquisition, including the Scheme;
"▇▇▇▇▇▇ & Friends Disposal" means the proposed disposal by Cordiant of
its interest in ▇▇▇▇▇▇ & Friends AG, as contemplated by the ▇▇▇▇▇▇ &
Friends Sale Agreement;
"▇▇▇▇▇▇ & Friends Sale Agreement" means the agreement dated 6th June,
2003 between (1) Baumwall "7" Einhundertachtundachtzigste
Verwaltungsgesellschaft mbH, (2) Electra European Fund (LP) Ltd, (3)
▇▇▇▇▇ Deutschland Holding GmbH and (4) Cordiant;
"UK Listing Authority" means the Financial Services Authority as the
competent authority for listing in the UK under Part VI of the Act; and
"WPP Group" means WPP and its subsidiaries and subsidiary undertakings.
(2) In this Agreement, the expressions "subsidiary", "subsidiary undertaking"
and "associated undertaking" shall have the meaning respectively given to
them in the Companies ▇▇▇ ▇▇▇▇.
(3) In this Agreement any reference to an enactment includes references to:
(a) that enactment as amended, extended or applied by or under any
other enactment (before or after signature of this Agreement);
(b) any enactment which that enactment re-enacts (with or without
modification); and
(c) any subordinate legislation made (before or after signature of
this Agreement) under any enactment, as re-enacted, amended,
extended or applied as described in paragraph (a) above, or under
any enactment referred to in paragraph (b) above
and "enactment" includes any legislation in any jurisdiction.
(4) Words denoting persons shall include bodies corporate and unincorporated
associations of persons.
(5) Sub-clauses (1) to (4) above apply unless the contrary intention
expressly appears in this Agreement.
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(6) The headings in this Agreement do not affect its interpretation.
2. ANNOUNCEMENTS
(1) The Parties agree that the Press Announcement shall be released to the
London Stock Exchange at 7.00 a.m. (or as soon as possible thereafter) on
the Announcement Date, subject to:
(a) the prior execution of the Debt Transfer Agreement by the parties
thereto; and
(b) the prior receipt by WPP of completed irrevocable undertakings (in
the Agreed Form) from all of the directors of Cordiant (the
"Cordiant Directors") in respect of any Cordiant Shares in which
such Cordiant Directors have a beneficial interest,
and the obligations of the Parties under this Agreement, other than this
sub-clause 2(1), shall be conditional on such release.
(2) Each Party confirms that its Board has approved the contents and release
of the Press Announcement.
(3) Cordiant shall, subject to the fiduciary duties of the Cordiant
Directors, the rules and requirements of law or any regulatory body
(including, without limitation, the Panel and the UK Listing Authority)
or the rules and regulations of any recognised stock exchange (including,
without limitation, the London Stock Exchange), consult with WPP as to
the terms of, the timing of and manner of publication of any formal
announcement, circular or publication to Cordiant shareholders or to any
recognised stock exchange or other authority which Cordiant may make
regarding the Acquisition, this Agreement or any matter referred to in
the Press Announcement; provided that WPP will act upon such consultation
reasonably and as expeditiously as possible. Any other communication
which Cordiant may make regarding such matters shall, subject to the
fiduciary duties of the Cordiant Directors, the requirements of law or
any regulatory body (including, without limitation, the Panel and the UK
Listing Authority) or the rules and regulations of any recognised stock
exchange (including, without limitation, the London Stock Exchange), be
consistent with any such announcement, circular or publication.
3. IMPLEMENTATION OF THE PROPOSED ACQUISITION
(1) Each Party will use all reasonable endeavours, so far as they each may be
able, to complete the Acquisition on the terms and subject to the
Conditions set out or referred to in the Press Announcement and the
Scheme Document and to give effect to the matters specified in, and to
act in accordance with, the Press Announcement and the Scheme Document in
order that the Effective Date shall be no later than 31st August, 2003.
(2) Cordiant undertakes to WPP that its directors will recommend the
Acquisition and the Scheme to Cordiant's shareholders and will not at any
time withdraw or modify such recommendation, except to the extent that
the directors determine in good faith that such recommendation should not
be given or should be withdrawn or modified where not to do so would be a
breach of their fiduciary duties.
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(3) Each of the Parties will promptly provide such assistance and information
as may reasonably be required by the other Party for the purposes of, or
in connection with, the preparation of all documentation required in
connection with the Acquisition and the Scheme.
(4) Cordiant will co-operate with WPP in relation to the obtaining of any
necessary regulatory clearances in connection with the Acquisition and
the Scheme and, without prejudice to the generality of the foregoing,
will:
(a) as promptly as practicable provide to WPP or, at the request of
WPP, to any regulatory authority such information as may
reasonably be required by WPP or such regulatory authority in
connection with any regulatory clearances required by WPP in
connection with the Acquisition;
(b) make or provide all reasonable assistance in making as promptly as
practicable such filings with relevant regulatory authorities as
are necessary or expedient for the implementation of the
Acquisition; and
(c) if necessary, provide all reasonable assistance in the
negotiations with any relevant regulatory authority in relation to
any undertakings, orders or agreements which such relevant
regulatory authority may require in connection with the
Acquisition.
(5) Without prejudice to the generality of sub-clauses (1) to (4), WPP
undertakes to Cordiant that it will use all reasonable endeavours, as
expeditiously as possible, to (i) make such filings, (ii) obtain such
regulatory clearances and (iii) negotiate with any relevant authority, in
each case as is necessary or expedient for the implementation of the
Acquisition.
(6) Without prejudice to the generality of sub-clauses (1) to (4), Cordiant
undertakes that it will:
(a) issue the CPR Part 8 Claim Form (together with all necessary
supporting documents) and apply to the Court for leave to convene
the Court Meeting;
(b) subject to obtaining leave of the Court, post the Scheme Document,
including the notice of the Court Meeting and the EGM, (together
with forms of proxy) to its shareholders;
(c) convene the Court Meeting and the EGM;
(d) following approval of the Scheme at the Court Meeting and the
passing of the special resolution(s) to be proposed at the EGM,
present a petition (together with all necessary supporting
documents) to the Court to sanction the Scheme and bring such
petition on for hearing by the Court; and
(e) seek to obtain an office copy of the Court order sanctioning the
Scheme,
in each case to the extent practicable in accordance with the expected
timetable set out in the Press Announcement and, in any event, in order
that the Effective Date shall be no later than 31st August, 2003;
provided in each case that WPP provides such information and assistance
as Cordiant may reasonably require in order to enable it to comply with
its obligations under this clause.
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(7) Without prejudice to the generality of sub-clauses (1) to (4), Cordiant
undertakes to WPP that subject to each of the Conditions having been
satisfied or, where relevant, waived and the Scheme having been
sanctioned at the Court Hearing, it will take all action within its power
to make the Scheme effective as soon as practicable after the Court
Hearing and, in any event, no later than two Business Days after the
Court Hearing.
(8) Cordiant shall promptly provide WPP, at its request, with details of the
proxies received prior to the Court Meeting.
(9) The Parties agree, and undertake to each other, to take all actions that
may be reasonably necessary or advisable to ensure that the issuance of
new ordinary shares in WPP to shareholders of Cordiant pursuant to the
Scheme qualifies for the statutory exemption from registration of such
securities pursuant to Section 3(a)(10) of the United States Securities
Act of 1933, as amended.
(10) WPP confirms to Cordiant that (i) it will have all requisite power and
authority to allot and issue ordinary shares in the capital of WPP to the
Cordiant shareholders as contemplated in the Press Announcement and (ii)
that such issue of shares will not require the consent of the WPP
shareholders or any other person save only the directors of WPP.
4. CONDUCT OF BUSINESS
(1) Cordiant undertakes that, prior to the Effective Date, it will use
reasonable endeavours to preserve its business organisation intact and
maintain its existing relations and goodwill with employees, customers,
clients, suppliers, creditors, lessors and business associates.
(2) Subject to any legal, regulatory or contractual restrictions, Cordiant
undertakes that, prior to the Effective Date, it will, and will procure,
in so far as it has power to do so, that each other member of the
Cordiant Group will, provide WPP, its employees, representatives,
advisers and agents with such access, during normal business hours, to
the properties, books, contracts and records of the Cordiant Group (which
are under the control of Cordiant or other member of the Cordiant Group)
as WPP may reasonably request.
(3) Cordiant shall use its best endeavours to cancel the listing of its
ordinary shares as soon as practicable after the release of the Press
Announcement and in any event prior to the Court Meeting, and to remove
them from the Official List of the UK Listing Authority and to cancel the
trading in such shares on the London Stock Exchange's market for listed
securities, such that Cordiant is no longer subject to the Listing Rules,
and shall to this end despatch a circular to its shareholders on or
within one Business Day after the day of the release of the Press
Announcement giving 20 Business Days' notice of the date of cancellation.
5. AGREED DISPOSALS
(1) Cordiant undertakes, subject to the fiduciary duties of the Cordiant
Directors to determine otherwise, to WPP to use its reasonable
endeavours, including by procuring its directors (to the extent that the
Agreed Disposals require shareholder approval as a condition to their
completion) to recommend (and not withdraw their recommendation) to
Cordiant's shareholders to vote in favour of the Agreed Disposals at the
relevant general meeting(s) of Cordiant convened for such purpose, to
procure the completion of each of the Agreed Disposals as soon as
reasonably practicable and in the case of:
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(a) the Financial Dynamics Disposal substantially in accordance with
the Financial Dynamics Sale Agreement;
(b) the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Disposal substantially in accordance
with the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sale Agreements; and
(c) the ▇▇▇▇▇▇ & Friends Disposal substantially in accordance with the
▇▇▇▇▇▇ & Friends Agreement.
(2) Cordiant shall keep WPP and its advisers informed of the status of the
Agreed Disposals and consult, where practicable, with WPP on any material
issues that may arise during the course of the Agreed Disposals.
(3) Cordiant shall not, and shall procure that no other member of the
Cordiant Group shall, without the prior written consent of WPP (provided
such consent is not unreasonably withheld or delayed) alter, revise or
amend the terms and conditions of the, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sale
Agreements or the ▇▇▇▇▇▇ & Friends Sale Agreement or, once it has been
executed, the Financial Dynamics Sale Agreement (or any document entered
or to be entered into pursuant to any of them) in each case which is
material in the context of the relevant Agreed Disposal.
(4) Cordiant shall, if so reasonably requested by WPP prior to the Effective
Date, enforce or procure the enforcement of any of the undertakings or
rights contained in the, the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Sale Agreements or
the ▇▇▇▇▇▇ & Friends Sale Agreement or, once it has been executed, the
Financial Dynamics Sale Agreement and any document entered into pursuant
to, or in connection with, any of them; provided to do so is in the best
interests of Cordiant.
(5) Cordiant shall use reasonable endeavours to extend the dates by which the
respective Agreed Disposals need to be completed in order to enable any
such Agreed Disposals to become unconditional.
6. EXCLUSIVITY
(1) Cordiant undertakes that, prior to the first to occur of the Effective
Date and the date on which this Agreement is terminated in accordance
with its terms, it shall not, and shall procure so far as it is able that
no other member of the Cordiant Group, nor any of its or their respective
directors, officers, advisers, agents or employees shall, directly or
indirectly:
(a) enter into or continue discussions or negotiations with, or,
except to the extent required by the City Code, the Panel, law or
regulation provide any information to, any third party in
connection with any Competitive Proposal; or
(b) solicit, encourage or otherwise facilitate (except to the extent
required by the City Code, the Panel, law or regulation) any
enquiries or the making of any offer or proposal by a third party
with respect to any such Competitive Proposal,
save in each case in connection with any Agreed Disposals or any existing
contractual obligation.
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(2) Cordiant shall as promptly as practical inform WPP of any approach by a
third party of which it or its directors may become aware and which may
lead to a Competitive Proposal and will keep WPP informed of the status
of the same.
(3) Cordiant shall, if requested by WPP, request the immediate return from
any third party, other than any party to the Debt Transfer Agreement, of
any confidential information in such third party's possession or control
resulting from, or otherwise obtained in connection with, such third
party's consideration of a Competitive Proposal made by it.
7. EMPLOYEES
(1) WPP will procure that all amounts payable under the terms of the employee
retention arrangements (written details of which have been supplied to
WPP prior to the date of this Agreement and initialled by the Parties for
the purpose of identification) are duly paid as and when due.
(2) WPP will maintain, for a period of 6 years after the Effective Date, for
the benefit of the current directors and officers of the Cordiant Group
who are entitled to such cover, directors' and officers' insurance cover
in respect of acts or omissions prior to the Effective Date, such cover
to be no less favourable than that provided under Cordiant's existing
Group policy.
8. TERMINATION
(1) Without prejudice to the Parties' obligations under the City Code or
pursuant to court order, or other obligation, this Agreement may be
terminated at any time prior to the time the Scheme becomes effective on
the Effective Date as follows and, save as provided in sub-clauses (2)
and (3) below, all obligations of the Parties hereunder shall cease
forthwith:
(a) by either Party giving written notice to the other if the board of
Cordiant shall have determined not to give, or to withdraw or
modify, its recommendation of the Acquisition;
(b) by either Party giving written notice to the other if the
requisite approval of the Scheme shall not have been obtained at
the Court Meeting or the EGM, including any adjournment or
postponement thereof, or if the Court does not sanction the
Scheme;
(c) by either Party giving written notice to the other if any of the
Conditions shall be incapable of satisfaction on or before 31st
August, 2003; or
(d) if the Parties so agree in writing.
(2) In the event that this Agreement is terminated pursuant to sub-clause
(1), the Parties agree that, save in the case of antecedent breach, they
shall have no further obligation or liabilities under this Agreement
other than pursuant to clauses 9, 10, 11 and 12.
(3) For the avoidance of doubt, termination of this Agreement shall be
without prejudice to the Confidentiality Agreement entered into between
the Parties dated 2nd May, 2003 (the "Confidentiality Agreement"), which
shall continue in full force and effect notwithstanding such termination.
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9. EXPENSES
Save as otherwise provided in or contemplated by this Agreement, each
Party shall pay the costs and expenses incurred by it in connection with
the entering into and completion of this Agreement.
10. NOTICES
(1) Any notice or other document to be served under this Agreement may be
delivered or sent by post or facsimile process to the Party to be served
as follows:
(a) to WPP at: (b) to Cordiant at:
▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Marked for the attention of: Marked for the attention of:
Finance Director/Company Secretary Group Finance Director/
Company Secretary
with a copy to with a copy to
▇▇▇▇▇ & ▇▇▇▇▇ Macfarlanes
Marked for the attention of: Marked for the attention of:
▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇/▇▇▇▇▇▇▇ Blows
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇ Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
or at such other address or facsimile number as it may have notified to
the other Party in writing. Any notice or other document sent by post
shall be sent by prepaid first class recorded delivery post (if within
the United Kingdom) or by prepaid airmail (if elsewhere).
(2) Any notice or document shall be deemed to have been served:
(a) if delivered, at the time of delivery; or
(b) if posted, at 10.00 a.m. on the second Business Day after it was
put into post, if sent within the United Kingdom, or at 10.00 a.m.
(local time at the place of destination) on the fifth Business Day
after it was put into the post, if sent by airmail; or
(c) if sent by facsimile process, at the expiration of two hours after
the time of despatch, if despatched before 5.00 p.m. (local time
at the place of destination) on any Business Day, and in any other
case at 10.00 a.m. (local time at the place of destination) on the
next Business Day after the date of despatch.
(3) In proving service of a notice or document it shall be sufficient to
prove that delivery was made or that the envelope containing the notice
or document was properly addressed and posted (either by prepaid first
class recorded delivery post or by prepaid airmail, as the case may be)
or that the facsimile message was properly addressed and despatched, as
the case may be.
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11. GENERAL
(1) None of a Party's rights or obligations under this Agreement may be
assigned or transferred without the prior written consent of the other
Party.
(2) This Agreement may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same agreement, and
each Party may enter into this Agreement by executing a counterpart.
(3) This Agreement (and the agreements referred to in clause 1) contains the
whole agreement between the parties relating to the transactions
contemplated by this Agreement and supersedes all previous agreements
between the parties (save for the transactions referred to in clause 1)
relating to these transactions except the Confidentiality Agreement.
(4) If any provision of this Agreement shall be held to be illegal or
unenforceable, in whole or in part, under any enactment or rule of law,
but would be valid and enforceable if deleted in whole or in part or
reduced in application, such provision shall apply with such deletion or
modification as may be necessary to make it valid and enforceable but the
enforceability of the remainder of this Agreement shall not be affected.
(5) A person who is not a party to this Agreement may not enforce any of its
terms, other than in respect of clause 7, under the Contracts (Rights of
Third Parties) ▇▇▇ ▇▇▇▇.
(6) The provisions of this Agreement shall survive completion of the
Acquisition.
(7) This agreement may be modified or amended only by written Agreement of
the Parties.
12. LAW
This Agreement shall be governed by and construed in accordance with
English law.
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AS WITNESS the hands of the parties (or their duly authorised representatives).
SIGNED by )
for and on behalf of ) /s/[illegible]
WPP GROUP PLC )
SIGNED by )
for and on behalf of ) /s/[illegible]
CORDIANT COMMUNICATIONS )
GROUP PLC )