Logica PLC

Delisting and cancellation of trading


 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                       

                                                                 24 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                    

Delisting and cancellation of trading of Logica Shares

Further to the announcement made by Logica on 20 August 2012 that the Scheme
has become effective in accordance with its terms, pursuant to Listing Rule 5.3
and the subsequent publication of the relevant dealing notice by the Financial
Services Authority, Logica confirms that trading in Logica Shares on Euronext
Amsterdam and the London Stock Exchange's main market for listed securities and
the listing of Logica Shares on the Official List were cancelled with effect
from 8.00 a.m. today (UK time).

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.

Unless otherwise defined, all capitalised terms in this announcement shall have
the meaning given to them in the Scheme Document.

For enquiries please contact:

Logica plc                                                                     
                                                                               
Karen Keyes (Investor Relations)        Tel: +44(0) 20 7446 1338               
                                                                               
Louise Fisk (Media Relations)           Tel: +44(0) 7798 857770                
                                                                               
Rothschild (joint financial adviser to Logica)                                 
                                                                               
Warner Mandel                           Tel: +44 (0) 20 7280 5000              
                                                                               
Jeremy Millard                                                                 
                                                                               
Nick Ivey                                                                      
                                                                               
Bank of America Merrill Lynch (joint financial adviser and joint corporate     
broker to Logica)                                                              
                                                                               
Simon Gorringe                          Tel: +44 (0) 20 7628 1000              
                                                                               
Geoff Iles                                                                     
                                                                               
Andrew Tusa                                                                    
                                                                               
Deutsche Bank AG, London Branch (joint financial adviser and joint corporate   
broker to Logica)                                                              
                                                                               
Charles Wilkinson                       Tel: +44 (0) 20 7545 8000              
                                                                               
Richard Sheppard                                                               
                                                                               
Charles Bryant                                                                 
                                                                               
Brunswick (public relations adviser to Logica)                                 
                                                                               
Sarah West                              Tel: +44 (0) 20 7404 5959              
                                                                               
Jonathan Glass                                                                 
                                                                               
CGI Group Inc.                                                                 
                                                                               
Lorne Gorber                            Tel: +1 514 841 3355                   
                                                                               
Goldman Sachs International (financial adviser to CGI)                         
                                                                               
Gregg Lemkau                            Tel: +44 (0) 20 7774 1000              
                                                                               
Nick Harper                                                                    
                                                                               
Nicholas van den Arend                                                         
                                                                               
RLM Finsbury (public relations adviser to CGI)                                 
                                                                               
James Murgatroyd                        Tel: +44 (0) 20 7251 3801              

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
in the United Kingdom may be affected by the laws of the relevant jurisdictions
in which they are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of which it has
been announced that its offer is, or is likely to be, solely in cash) must make
an Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following
the commencement of the offer period and, if appropriate, by no later than 3.30
pm (London time) on the 10th business day following the announcement in which
any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company or
of any paper offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the Person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror, save
to the extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

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