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Friday 16 March, 2007

Guildford Acq. CoLtd

Offer for Computer Software

Guildford AcquisitionCo Limited
16 March 2007





For immediate release

                                                                   16 March 2007


Not for release, publication or distribution, in whole or in part, in or into or
    from any jurisdiction where to do so would constitute a violation of the
               relevant laws or regulations of such jurisdiction

                             Recommended Cash Offer

                                       by

                           PricewaterhouseCoopers LLP

                                  on behalf of

                        Guildford AcquisitionCo Limited

                                      for

                          Computer Software Group plc


Summary

   • The Board of Guildford AcquisitionCo and the Independent Directors of
    Computer Software Group plc ('CS') announce today that they have reached
    agreement on the terms of a recommended cash offer for all of the issued and
    to be issued ordinary share capital of CS (save for an aggregate of 583,333
    issued and to be issued CS Shares to be acquired by Guildford AcquisitionCo
    from certain members of the Management Team under the Share Exchange
    Agreement).
   • Under the terms of the Offer, which is to be made by
    PricewaterhouseCoopers on behalf of Guildford AcquisitionCo, CS Shareholders
    will receive 150 pence in cash for each CS Share, valuing CS's fully diluted
    share capital at approximately £99.6 million (net of option exercise
    proceeds), and the existing issued share capital of CS at approximately
    £91.3 million.

• Guildford AcquisitionCo has received irrevocable undertakings
and a letter of intent to accept or procure the acceptance of the Offer in
respect of, in aggregate, 34,777,399 issued and to be issued CS Shares,
representing approximately 50.8 per cent. of the fully diluted share capital of
the Company subject to the Offer.


Offer highlights

• The Offer Price of 150 pence represents a premium of
approximately:

-       45.0 per cent. to the average Closing Price of 103.4 pence per CS Share
for the 12 month period prior to 15 March 2007;

-       37.6 per cent. to the Closing Price of 109.0 pence per CS Share on 14
March 2007, being the last Business Day prior to the commencement of the Offer
Period; and

-       30.9 per cent. to the average Closing Price of 114.6 pence per CS Share
for the 3 month period prior to 15 March 2007.

• At the Offer Price, the fully diluted enterprise value placed
on CS represents 17.3 times the post-tax average forecast operating profit for
the financial year ended 28 February 2007.*

* Please refer to Appendix II to this announcement for the sources and bases of
calculation.


Irrevocable undertakings and letter of intent

• Guildford AcquisitionCo has received irrevocable undertakings
and a letter of intent to accept or procure the acceptance of the Offer in
respect of, in aggregate, 34,777,399 issued and to be issued CS Shares,
representing approximately 50.8 per cent. of the fully diluted share capital of
the Company subject to the Offer.

• In addition, Guildford AcquisitionCo has received irrevocable
undertakings and a letter of intent to vote in favour of the Resolution to be
proposed at the EGM to approve the proposed Management Arrangements from each of
the Independent Directors who holds CS Shares and from certain other CS
Shareholders in respect of, in aggregate, 11,986,951 CS Shares, representing
approximately 28.0 per cent. of the existing issued share capital held by
Independent Shareholders. Further details of these irrevocable undertakings are
set out in Appendix III to this announcement.

General

• Guildford AcquisitionCo is a recently incorporated company
established for the purpose of making the Offer and is backed by the HgCapital
Funds and certain members of the current CS management team, being Michael
Jackson, Vinodka Murria, Barbara Firth and David England.

• An EGM of CS will be convened to approve the proposed
arrangements between Guildford AcquisitionCo and the Management Team, and the
Offer will be conditional, inter alia, on the Resolution required to approve
such Management Arrangements being duly passed.

• In view of the involvement of the Management Team in the Offer,
and the resulting conflicts of interest, a committee of the CS Board comprising
the Independent Directors has been formed, and Altium has been appointed to
advise them in considering the terms of the Offer on behalf of the CS
Shareholders.

• The Independent Directors, who have been so advised by Altium,
consider the terms of the Offer to be fair and reasonable. In providing its
advice to the Independent Directors, Altium has taken into account the
Independent Directors' commercial assessments. Accordingly, the Independent
Directors unanimously recommend CS Shareholders to accept the Offer and
Independent Shareholders to vote in favour of the Resolution, as they have
irrevocably undertaken to do in respect of their own beneficial holdings,
amounting in aggregate to 595,576 CS Shares, representing approximately 1.0 per
cent. of the existing issued share capital of CS subject to the Offer and 1.4
per cent. of the existing issued share capital held by Independent Shareholders.

Commenting on the Offer, Alex King, a Director of Guildford AcquisitionCo said:

'We are delighted to be announcing the Offer for CS. We believe that CS's
ability to integrate previous acquisitions, to commit sustained investment to
the development of its technology platforms, and to fund the development of the
internal processes required by the enlarged group will be enhanced as a result
of the Offer. We look forward to supporting the Management Team in this process,
with CS being able to access HgCapital's considerable knowledge and experience
of the mission critical application software market.'

This summary should be read in conjunction with the full text of this
announcement. The Offer will be subject to the conditions set out in Appendix I
to this announcement and the full conditions and further terms which will be set
out in the Offer Document expected to be despatched as soon as practicable.



Press enquiries

For further information contact:
Guildford AcquisitionCo Limited
Alex King                                 Tel: +44 (0) 207 089 7951
Kai Romberg                               Tel: +44 (0) 207 089 7961
Neil Bennett (Maitland)                   Tel: +44 (0) 207 379 5151

PricewaterhouseCoopers LLP
(Financial adviser to Guildford           Tel: +44 (0) 207 583 5000
AcquisitionCo)
Simon Boadle
Jonathan Ainsworth

Computer Software Group plc
Vinodka Murria (Chief Executive Officer)  Tel: +44 (0) 7774 788 129
Richard Hargreaves (Independent Director) Tel: +44 (0) 207 645 7966
Giles Sanderson / Juliet Clarke           Tel: +44 (0) 207 269 7145 / +44 (0)
(Financial Dynamics)                      207 831 3113

Altium Capital Limited
(Financial adviser to CS)                 Tel:+44 (0) 207 484 4040
Stephen Georgiadis
Nick Tulloch


PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business
is acting exclusively for Guildford AcquisitionCo Limited and Hg Pooled
Management Limited, and for no one else in connection with the Offer and will
not regard any other person as its client nor be responsible to anyone other
than Guildford AcquisitionCo Limited and Hg Pooled Management Limited for
providing the protections afforded to clients of PricewaterhouseCoopers LLP, nor
for providing advice in relation to the Offer, the contents of this announcement
or any matter referred to herein.

Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for CS and for no one
else in relation to the Offer and will not regard any other person as its client
nor be responsible to anyone other than CS for providing the protections
afforded to clients of Altium Capital Limited, nor for providing advice in
relation to the Offer, the contents of this announcement or any other matter
referred to herein.

This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities (pursuant to
the Offer or otherwise) or of any vote or approval in any jurisdiction. CS
Shareholders are advised to read carefully the formal documentation in relation
to the Offer once it has been despatched. This will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted. Any
response in relation to the Offer should be made only on the basis of the
information contained in the Offer Document or any other document by which the
Offer is made.

Further Information on the Offer

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. This announcement has been prepared for the purpose of
complying with English law and the City 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 the UK.

Unless otherwise determined by Guildford AcquisitionCo or required by the City
Code, and permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into or from, or by use of the mail, or by
any means or instrumentality (including, without limitation, telex, facsimile
transmission, telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, a Restricted Jurisdiction and the Offer cannot be accepted by any
such use, means or instrumentality or otherwise from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in or into or from
any such jurisdiction where to do so would constitute a breach of the securities
laws in that jurisdiction. Persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and should not send or distribute this announcement in, into or
from any such jurisdictions.

The Offer will be subject to the AIM Rules, the applicable rules and regulations
of the London Stock Exchange and the City Code.

Copies of this announcement are available for inspection at CS's registered
address (Integra House, 138-140 Alexandra Road, London, SW19 7JY).

Forward Looking Statements

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning CS and
Guildford AcquisitionCo. Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Guildford AcquisitionCo assumes no obligation
and does not intend to update these forward-looking statements, except as
required pursuant to applicable law.

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 one per cent. or more of any class of
'relevant securities' of CS, all 'dealings' in any 'relevant securities' of CS
(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 Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is 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 CS, they will be
deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of CS by Guildford AcquisitionCo or by CS or by any of their
respective 'associates' for their own account during an 'offer period', must be
privately and publicly disclosed by no later than 12 noon (London time) on the
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 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 'relevant
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 of the City Code, you should
contact an independent financial adviser authorised under the Financial Services
and Markets Act 2000 or consult the Panel's website or contact the Panel on
telephone number +44 (0) 20 7638 0129.

For immediate release


                                                                   16 March 2007


Not for release, publication or distribution, in whole or in part, in or into or
    from any jurisdiction where to do so would constitute a violation of the
               relevant laws or regulations of such jurisdiction



                             Recommended Cash Offer

                                       by

                           PricewaterhouseCoopers LLP

                                  on behalf of

                        Guildford AcquisitionCo Limited

                                      for

                          Computer Software Group plc





1                         Introduction

The Board of Guildford AcquisitionCo and the Independent Directors of CS
announce today that they have reached agreement on the terms of a recommended
cash offer for all of the issued and to be issued ordinary share capital of CS
(save for an aggregate of 583,333 issued and to be issued CS Shares to be
acquired by Guildford AcquisitionCo from certain members of the Management Team
under the Share Exchange Agreement).

The Offer will be made by PricewaterhouseCoopers on behalf of Guildford
AcquisitionCo, a company established for the purpose of making the Offer and
backed by the HgCapital Funds and certain members of the current CS management
team.

Guildford AcquisitionCo has received irrevocable undertakings and a letter of
intent to accept or procure the acceptance of the Offer from each of the CS
Directors who hold CS Shares and from certain other CS Shareholders, in respect
of, in aggregate, 34,777,399 issued and to be issued CS Shares, representing
approximately 50.8 per cent. of the fully diluted share capital of the Company
subject to the Offer.

The formal Offer will be set out in the Offer Document, which is expected to be
despatched to CS Shareholders as soon as practicable.

2                         Summary of the Offer

Under the Offer, which will be made by PricewaterhouseCoopers on behalf of
Guildford AcquisitionCo, CS Shareholders will receive:

                      for each CS Share 150 pence in cash

The Offer, which is wholly in cash, values CS's fully diluted share capital at
approximately £99.6 million (net of option exercise proceeds), and the existing
issued share capital of CS at approximately £91.3 million.

The Offer Price of 150 pence represents a premium of approximately:


   • 45.0 per cent. to the average Closing Price of 103.4 pence per CS Share
    for the 12 month period prior to 15 March 2007;
   • 37.6 per cent. to the Closing Price of 109.0 pence per CS Share on 14
    March 2007, being the last Business Day prior to the commencement of the
    Offer Period; and
   • 30.9 per cent. to the average Closing Price of 114.6 pence per CS Share
    for the 3 month period prior to 15 March 2007.

At the Offer Price, the fully diluted enterprise value placed on CS represents
17.3 times the post-tax average forecast operating profit for the financial year
ended 28 February 2007.*

* Please refer to Appendix II to this announcement for the sources and bases of
calculation.

The CS Shares subject to the Offer will be acquired by Guildford AcquisitionCo
fully paid and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and other third party interests and rights of whatsoever
nature and together with all rights attaching thereto on or after the date of
the Offer Document, including the right to receive and retain all dividends and
other distributions (if any) declared, made or paid by CS on or after such date.

The Offer extends to all CS Shares unconditionally allotted or issued and fully
paid on the date of the Offer and any CS Shares which are unconditionally
allotted or issued and fully paid (or credited as fully paid) (including
pursuant to the exercise of options under the CS Share Schemes) before the date
on which the Offer closes (or such earlier date as Guildford AcquisitionCo may,
subject to the City Code, decide, not being earlier than the date on which the
Offer becomes unconditional as to acceptances), except those to be sold under
the Share Exchange Agreement.

3                         Recommendation

In view of the involvement of the Management Team in the Offer, and the
resulting conflicts of interest, a committee of the CS Board comprising the
Independent Directors has been formed, and Altium has been appointed to advise
them in considering the terms of the Offer on behalf of CS Shareholders. As a
member of the executive management team of CS, David Woodcock is not considered
to be independent for the purpose of giving a recommendation in respect of the
Offer. However, in common with his fellow CS Directors, he accepts
responsibility for the information contained in this announcement on the terms
set out in this announcement.

The Independent Directors of CS, who have been so advised by Altium, consider
the terms of the Offer to be fair and reasonable. In providing its advice to the
Independent Directors, Altium has taken into account the Independent Directors'
commercial assessments.

Accordingly, the Independent Directors unanimously recommend CS Shareholders to
accept the Offer and Independent Shareholders to vote in favour of the
Resolution, as they have irrevocably undertaken to do, in respect of their own
beneficial holdings, amounting, in aggregate, to 595,576 CS Shares, representing
approximately 1.0 per cent. of the existing issued share capital of CS subject
to the Offer and 1.4 per cent. of the existing issued share capital held by
Independent Shareholders.

4                         Background to and reasons for recommending the Offer

The Independent Directors believe that the CS Group has established itself as a
successful software supplier in the UK in its chosen niche markets. They also
believe that further opportunities exist for consolidation and entry into
complementary markets through selected acquisitions although recent experience
has shown that the prices of available acquisition targets have risen.

Whilst the Independent Directors are confident that the prospects for the
business as an independent company remain strong, they also recognise that the
Offer represents an opportunity for CS Shareholders to realise their entire
investment in CS at an attractive price, in cash.

In considering whether to recommend the Offer, the Independent Directors have
taken into account a number of factors, including the following:

   • the Offer provides CS Shareholders with an opportunity to realise their
    investment for cash at a significant premium to the current share price. The
    Offer Price represents a premium of 45.0 per cent. to the average Closing
    Price of 103.4 pence per CS Share for the 12 month period prior to 15 March
    2007; a premium of 37.6 per cent. to the Closing Price of 109.0 pence per CS
    Share on 14 March 2007, being the last Business Day prior to the
    commencement of the Offer Period; and a premium of 30.9 per cent. to the
    average Closing Price of 114.6 pence per CS Share for the 3 month period
    prior to 15 March 2007;
   • the Offer provides certainty of value to CS Shareholders, realisable in
    cash;
   • the Management Team are backing Guildford AcquisitionCo;
   • Elderstreet Investments Limited, a manager of Elderstreet Capital
    Partners Nominees Limited (a long standing investor in the Company which
    currently holds approximately 22.7 per cent. of the issued share capital of
    the Company) expressed its willingness to procure the sale of CS Shares held
    by such fund if an acceptable offer were to be made for the Company.
    Accordingly, as outlined below, Elderstreet Capital Partners Nominees
    Limited has given an irrevocable undertaking to accept the Offer which
    cannot be withdrawn even in the event that a higher offer is made for the
    Company. In addition, Elderstreet VCT plc, a fund managed by Elderstreet
    Private Equity Limited which currently holds approximately 3.3 per cent. of
    the issued share capital of the Company, has separately given an irrevocable
    undertaking to accept the Offer which cannot be withdrawn even in the event
    that a higher offer is made for the Company. Certain other CS Shareholders
    have also entered into irrevocable undertakings to accept the Offer, the
    details of which are set out in Appendix III to this announcement; and
   • Altium, the Company's financial adviser, has conducted a search for
    other potential buyers and while initial discussions were held with a number
    of parties, none of them progressed beyond initial stages.

5                         Information on CS

The CS Group is a successful supplier of business software and related services
to customers within a number of industry sectors. In 2000, the CS Group was
admitted to trading on AIM and since then has grown both organically and through
a number of strategic acquisitions. The CS Group is currently structured as
three divisions:

   • the Business Solutions division providing a portfolio of software
    solutions covering customer relationship management, financials,
    distribution, field services, human resource scheduling, ticketing and
    e-commerce applications in addition to providing modernisation and
    integration services;
   • the Not for Profit division providing membership, charity and higher
    education software solutions; and
   • the Professional Solutions division supplying document and practice
    management software solutions and electronic forms software.

On 30 November 2006, CS announced its interim results for the six months ended
31 August 2006. For the six months ended 31 August 2006, CS reported turnover of
£19.4 million (2005: £11.0 million) and profit before taxation of £1.7 million
(2005: £0.9 million). CS reported total assets of £61.3 million as at 31 August
2006.

6                         Current trading and prospects of CS and profit
forecast

The interim results for the six months ended 31 August 2006 demonstrated that CS
had maintained the momentum of the previous financial year and had continued to
achieve growth both organically, through sales and cross-selling initiatives,
and by the acquisition of businesses with a strategic fit and opportunity for
improved margins.

During the second half of the year, there has been a continued strong
performance and the Board expects that the results for the full year ended 28
February 2007 will be marginally ahead of market expectations.

Under the rules of the City Code, this statement is classed as a profit
forecast. The CS Directors have considered this profit forecast statement, on
the bases and assumptions set out in Appendix V to this announcement. Letters
from PKF and Altium relating to the profit forecast are also set out in
Appendices VI and VII to this announcement.

7                         Background to and reasons for the offer

HgCapital has accumulated significant experience of the software sector over a
number of years and, in particular, with business critical application software
for professional services organisations and small and medium sized enterprise
customers. HgCapital's expertise is demonstrated by its outstanding track record
of investing in and developing software businesses both organically and through
acquisition. Examples of such investments include IRIS in the UK, Visma AS in
Scandinavia and the Netherlands, and Addison Software & Service in Germany.

HgCapital and the Management Team believe that CS has shown strong growth in its
chosen vertical markets (mainly small and medium sized businesses in the Legal
and Not For Profit sectors). The Company has created value for its shareholders
principally through a series of strategic acquisitions which has enabled
management to expand the business and has supplemented organic growth. A key
determinant of CS's ability to continue to build value in the future will be its
ability to consolidate and integrate historic acquisitions and to identify,
execute and fully integrate targeted acquisitions on a sufficiently large scale
to be material to the enlarged group.

Critical elements of this strategy are the development of a strong brand in key
vertical markets, the integration of previous acquisitions, continuing and
sustained investment in the evolution of the Company's technology platforms and
investment in internal processes appropriate to the enlarged group.

Guildford AcquisitionCo believes that CS's participation in market consolidation
opportunities will be enhanced as a result of the Offer. CS will be able to draw
upon the considerable market knowledge and experience of HgCapital in
identifying, financing, executing and integrating acquisitions. In light of the
inherent uncertainty involved in achieving successful acquisitions at the
required scale (both in terms of timing and success), coupled with the increased
cost and management effort required to integrate existing acquisitions,
HgCapital and the Management Team believe that CS would be better positioned to
pursue this strategy outside the public arena.

Full acceptance of the Offer will enable CS Shareholders to realise their entire
investment for cash (without incurring dealing charges) at a price which
represents a premium of 45.0 per cent. to the average Closing Price of 103.4
pence per CS Share for the 12 month period prior to 15 March 2007; a premium of
37.6 per cent. to the Closing Price of 109.0 pence per CS Share on 14 March
2007, being the last Business Day prior to the commencement of the Offer Period;
and a premium of 30.9 per cent. to the average Closing Price of 114.6 pence per
CS Share for the 3 month period prior to 15 March 2007.

8                         Irrevocable undertakings and a letter of intent

Guildford AcquisitionCo has received irrevocable undertakings and a letter of
intent to accept or procure the acceptance of the Offer from each of the CS
Directors who hold CS Shares and from certain other CS Shareholders in respect
of, in aggregate, 34,777,399 issued and to be issued CS Shares, representing
approximately 50.8 per cent. of the fully diluted share capital of the Company
subject to the Offer.

In addition, Guildford AcquisitionCo has received irrevocable undertakings and a
letter of intent to vote in favour of the Resolution to be proposed at the EGM
to approve the proposed Management Arrangements from each of the Independent
Directors who holds CS Shares and from certain other CS Shareholders in respect
of, in aggregate, 11,986,951 CS Shares, representing approximately 28.0 per
cent. of the existing issued share capital held by Independent Shareholders.

Of these totals:

   • Guildford AcquisitionCo has received irrevocable undertakings to accept
    or procure the acceptance of the Offer and vote in favour of the Resolution
    to be proposed at the EGM in respect of the entire beneficial holdings of
    all of the Independent Directors, amounting in aggregate to 595,576 CS
    Shares, representing approximately 1.0 per cent. of the existing issued
    share capital of CS subject to the Offer and 1.4 per cent. of the existing
    issued share capital held by Independent Shareholders. These undertakings
    will remain binding even in the event of a higher competing offer being made
    for CS;
   • Under the Share Exchange Agreement, Michael Jackson and David England
    have agreed to sell to Guildford AcquisitionCo an aggregate of 583,333
    issued and to be issued CS Shares held by them, representing approximately
    0.8 per cent. of the fully diluted share capital of CS;
   • Guildford AcquisitionCo has received irrevocable undertakings to accept
    the Offer and vote in favour of the Resolution to be proposed at the EGM
    from the following institutional shareholders: Northern 2 VCT PLC, Northern
    Venture Trust PLC, Northern Investors Company PLC, Northern 3 VCT PLC,
    Northern AIM VCT PLC and Hargreave Hale Limited in respect of their
    aggregate holdings of 4,941,644 CS Shares, representing approximately 7.2
    per cent. of the fully diluted share capital of CS subject to the Offer and
    11.5 per cent. of the existing issued share capital held by Independent
    Shareholders;
   • Guildford AcquisitionCo has received irrevocable undertakings to accept
    the Offer from Elderstreet Capital Partners Nominees Limited and Elderstreet
    VCT plc in respect of their aggregate holdings of 15,822,946 CS Shares
    representing approximately 26.0 per cent. of the existing issued share
    capital of CS; and
   • Guildford AcquisitionCo has received a non-binding letter of intent to
    accept or procure the acceptance of the Offer and to vote in favour of the
    Resolution to be proposed at the EGM from Majedie Asset Management Limited
    in respect of 2,151,541 CS Shares, representing approximately 3.1 per cent.
    of the fully diluted share capital of the Company subject to the Offer.

Further details of these arrangements are set out in of Appendix III to this
announcement.

9                         Extraordinary General Meeting

Rule 16 of the City Code states that, 'except with the Panel's consent, an
offeror or persons acting in concert with it, may not make any arrangements with
shareholders and may not deal or enter into arrangements to deal in shares of
the offeree company or enter into arrangements which involve acceptance of an
offer, either during an offer period or when an offer is reasonably in
contemplation, if there are favourable conditions attached which are not being
extended to all shareholders'. In light of the provision of Rule 16, the Panel
has reviewed the Management Arrangements and has agreed, subject to Independent
Shareholders' approval on a poll vote at the EGM, to allow the Offer to be made
as contemplated in this announcement.

Accordingly, an EGM, notice of which will be set out in the Offer Document, will
be convened. The Resolution to be set out in the notice will be proposed,
pursuant to the City Code, to approve the Management Arrangements. In accordance
with the requirements of the City Code, none of the Management Team, nor any of
their connected parties, will be permitted to vote on the Resolution. The Offer
is conditional, inter alia, upon the passing of the Resolution.

Elderstreet Capital Partners Nominees Limited and Elderstreet VCT plc are not
considered by the Panel to be Independent Shareholders for the purposes of
voting on the Resolution.

Altium considers the terms of the Management Arrangements to be fair and
reasonable as far as the Independent Shareholders are concerned. The Independent
Directors unanimously recommend Independent Shareholders to vote in favour of
the Resolution to be proposed at the EGM, as they have irrevocably undertaken to
do in respect of their own beneficial holdings of, in aggregate, 595,576 CS
Shares, representing approximately 1.4 per cent. of the CS Shares held by
Independent Shareholders.

10                      Management and employees

The Board of Guildford AcquisitionCo attaches great importance to the skills and
experience of the management and employees of CS. The Board of Guildford
AcquisitionCo has provided assurances to the CS Directors that, upon the Offer
becoming or being declared unconditional in all respects, the existing
employment rights of all employees of CS, including pension rights, will be
fully safeguarded.

In addition, following the Offer becoming or being declared unconditional in all
respects, key management will remain in their current roles with additional
individuals appointed by HgCapital also expected to join the board of CS.

The Independent Directors of CS have agreed to resign subject to, and with
effect from the Offer becoming or being declared unconditional in all respects.
Particulars of the compensation to be paid to the Independent Directors in
connection with the termination of their letters of appointment with CS will be
set out in the Offer Document. Subject to the Offer becoming or being declared
unconditional in all respects, certain of the service agreements of the
Management Team are to be revised. Further details of these revised service
agreements will be set out in the Offer Document. Altium considers the terms of
the revised service agreements to be fair and reasonable as far as the
Independent Shareholders are concerned.

Guildford AcquisitionCo has no plans to alter existing arrangements with
employees or to change the locations of the Company's places of business.

11                      Financing

The consideration payable under the Offer will be financed through committed
cash resources which have been made available to Guildford AcquisitionCo by the
Management Team, the HgCapital Funds and NIBC Bank N.V., London Branch, through
Guildford AcquisitionCo and its parent companies. Further details of the funding
available to Guildford AcquisitionCo will be set out in the Offer Document.

PricewaterhouseCoopers is satisfied that sufficient resources are available to
Guildford AcquisitionCo to satisfy full acceptance of the Offer in cash.

12                      Information relating to Guildford AcquisitionCo and
HgCapital

(a)                    Guildford AcquisitionCo

Guildford AcquisitionCo, a company owned by Guildford Midco 2 and whose indirect
parent is Guildford EquityCo, is a recently incorporated company established for
the purpose of making the Offer and is backed by the HgCapital Funds and certain
members of the current CS management team, being Michael Jackson, Vinodka
Murria, Barbara Firth and David England.

The directors of Guildford AcquisitionCo are Lisa Stone, Alex King and Kai
Romberg, each of whom is an appointee of HgCapital.

Immediately following the Offer becoming or being declared unconditional in all
respects, the ordinary shares of Guildford EquityCo will ultimately be held as
to 86.5 per cent. by the HgCapital Funds and 13.5 per cent. by the Management
Team. The HgCapital Funds and the Management Team have agreed that a further
amount of ordinary shares of Guildford EquityCo will be reserved for allocation
to current and future key employees of the business. Following the allocation of
all such reserved shares, the ordinary shares of Guildford EquityCo, on a fully
diluted basis will ultimately be held as to 78 per cent. by the HgCapital Funds,
12.25 per cent. by the Management Team with the remaining 9.75 per cent. to be
held by such current and future key employees of the business.

The Guildford AcquisitionCo Group is being financed by approximately £2.275
million of equity and loan notes to be subscribed by members of the Management
Team, approximately £40.295 million of equity and loan notes to be subscribed by
the HgCapital Funds and £80 million will be provided under a bank facility from
NIBC Bank N.V., London Branch.

To date, Guildford AcquisitionCo has neither traded nor engaged in any
activities, other than those incidental to its incorporation and the making of
the Offer. Further information on the Guildford AcquisitionCo Group, including
its directors and shareholders and the Management Arrangements will be set out
in the Offer Document.

(b)                    HgCapital

HgCapital is an independent provider of private equity finance to European
companies. It has offices in the UK, the Netherlands and Germany. HgCapital's
team has invested approximately £1.5 billion in over 80 businesses in the past
fifteen years.

HgCapital focuses on leveraged buy-outs of companies in the TMT, Healthcare,
Consumer and Leisure Services and Industrial sectors. HgCapital has completed
several acquisitions in the software sector in the last three years, principally
Visma AS, a provider of accounting software and services to small and medium
sized businesses in Scandinavia and the Netherlands; Addison Software & Service,
a leading supplier of accounting and business software and services to
accountants and small and medium sized businesses in Germany; and IRIS, a
leading supplier of accounting and business software and services to accountants
in practice and small and medium sized businesses in the UK.

HgCapital is the trading name for Hg Pooled Management (HgPM), a wholly-owned
subsidiary of HgCapital LLP, and of Hg Investment Managers Limited.

In December 2000, HgCapital was spun-out of Mercury Private Equity, a division
of Merrill Lynch Investment Managers, that was established in 1985 as the
private equity arm of Mercury Asset Management. Mercury Asset Management became
one of the UK's largest independent investment management businesses in the
1990s before being acquired by Merrill Lynch.

Hg Pooled Management (which is regulated by the FSA) manages the HgCapital Funds
on a discretionary basis (subject to certain prescribed restrictions). The
HgCapital Funds comprise limited partnerships and, in general, each of the
HgCapital Funds invest in each of HgCapital's investments on a pro rata basis,
further details of which will be set out in the Offer Document.

The commitments of the investors in the HgCapital Funds, available for new
investments, as at the date of this announcement are approximately £958 million
of which approximately 32 per cent. has been drawn. The investors in the
HgCapital Funds comprise private individuals, UK and overseas institutional
investors, such as pension funds and their investment vehicles. In addition,
partners, executives and professional staff of HgCapital participate in
HgCapital 5 Executive Co-Invest LP, which forms part of the HgCapital Funds.

The principal fund investing in Guildford EquityCo Limited is HgCapital 5 L.P.,
a limited partnership established in the UK. Investors in HgCapital 5 L.P.
comprise a variety of institutional investors, individuals and pension schemes.
As at the date of this announcement, HgCapital 5 L.P. had committed funds of
£830 million of which approximately 32 per cent. has been drawn.

HGT L.P. is a UK Limited Partnership of which the sole Limited Partner is
HgCapital Trust plc, a listed investment trust (ticker: HGT.L). HGT L.P. is also
managed by HgPM. HGT L.P. invests in parallel with HgCapital 5 L.P. and
HgCapital 5 Executive Co-Invest L.P. in the ratio of 120:838.3 (i.e.
approximately 12.5 per cent. of each investment). HgCapital Trust plc, which was
established in 1989, is an investment trust listed on the London Stock Exchange.
Its aim is to provide its shareholders with long-term capital appreciation from
investment in unquoted companies. As at 15 March 2007, being the last Business
Day prior to the date of this announcement, HgCapital Trust plc had a share
price of 788.0 pence and a market capitalisation of approximately £198 million.
As at 30 November 2006, the net asset value per HgCapital Trust plc share was
688.9 pence.

HgCapital 5 Executive Co-Invest L.P. is an English Limited Partnership. Its
Limited Partners are all individuals (and/or their families) who work in
HgCapital's business. The Co-Investment Plan is managed by Hg Pooled Management.
The Co-Investment Plan has aggregate commitments of £7.9 million of which 32 per
cent. has been called.

HgCapital has appointed three individuals as non-executive directors of each
member of the Guildford AcquisitionCo Group, including Guildford AcquisitionCo,
being Lisa Stone, Alex King and Kai Romberg.

13                      Inducement Fee

As an inducement to Guildford AcquisitionCo to make the Offer, CS has agreed, in
certain circumstances, to pay a fee to Guildford AcquisitionCo of £954,000
(inclusive of any irrecoverable VAT). These circumstances are: (i) where a third
party makes an offer to acquire the CS Shares before the Offer lapses or is
withdrawn and such offer becomes or is declared unconditional in all respects or
is completed; (ii) where the Independent Directors subsequently withdraw or
adversely modify their unanimous recommendation of the Offer; or (iii) if the
Management Arrangements are not approved at the EGM.

Pursuant to Rule 21.2 of the City Code, the Independent Directors and Altium
have confirmed to the Panel that they consider the terms of the inducement fee
arrangements to be in the best interests of CS Shareholders.

14                      Disclosure of interests in CS

Save as disclosed in Appendix IV to, and paragraph 8 of, this announcement, so
far as Guildford AcquisitionCo and the directors of Guildford AcquisitionCo are
aware, neither Guildford AcquisitionCo, nor any other member of the Guildford
AcquisitionCo Group, nor the HgCapital Parties nor any of their respective
directors, nor any member of their immediate families, nor any person acting in
concert with Guildford AcquisitionCo or any member of the Guildford
AcquisitionCo Group or the HgCapital Parties, nor any person with whom Guildford
AcquisitionCo or any member of the Guildford AcquisitionCo Group or the
HgCapital Parties or any person acting in concert with Guildford AcquisitionCo
or any member of the Guildford AcquisitionCo Group or HgCapital Funds has an
arrangement, owned or controlled or (in the case of Guildford AcquisitionCo or
any member of the Guildford AcquisitionCo Group's directors and the HgCapital
Parties' directors and their immediate families) was interested in any relevant
securities of CS or had any short position in relation to the relevant
securities of CS (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligations or right to require another person to purchase
or take delivery in any relevant securities of CS.

For reasons of secrecy and therefore the lack of availability to Guildford
AcquisitionCo of all relevant persons who may be deemed to be acting in concert
with it to provide information, it has not been possible, prior to this
announcement, to ascertain all of the interests (if more than the interests
disclosed in this announcement) of such relevant persons in CS Shares. Any such
additional interest(s) will be discussed with the Panel and, if appropriate,
will be disclosed to CS Shareholders in the Offer Document.

15                      CS Share Schemes

The Offer extends to any CS Shares (other than those subject to the Share
Exchange Agreement) which are unconditionally allotted or issued and fully paid
(or credited as fully paid) pursuant to the exercise or vesting of options and
awards under the CS Share Schemes while the Offer remains open for acceptance
(or such earlier date as Guildford AcquisitionCo may, subject to the City Code,
determine not being earlier than the date on which the Offer becomes
unconditional as to acceptances).

Appropriate proposals will be made to holders of options and awards under the CS
Share Schemes and they will be written to separately in due course.

16                      Compulsory acquisition and cancellation of admission to
trading on AIM

If Guildford AcquisitionCo receives acceptances under the Offer in respect of,
and/or otherwise acquires, 90 per cent. or more of the CS Shares (and thereby 90
per cent. of the voting rights attached to the CS Shares) to which the Offer
relates and assuming that all of the other conditions of the Offer have been
satisfied or waived (if capable of being waived), Guildford AcquisitionCo
intends to exercise its rights in accordance with the provisions of section 428
to 430F (inclusive) of the Companies Act to acquire compulsorily the remaining
CS Shares to which the Offer relates on the same terms as the Offer.

It is also intended that, following the Offer becoming or being declared
unconditional in all respects, Guildford AcquisitionCo will procure that CS
applies to the London Stock Exchange for cancellation of the admission to
trading on AIM of the CS Shares. It is anticipated that such cancellation will
take effect no earlier than 20 Business Days following the Offer becoming or
being declared unconditional in all respects. The cancellation of admission to
trading on AIM of CS Shares would significantly reduce the liquidity and
marketability of any CS Shares not acquired by Guildford AcquisitionCo.

Following the Offer becoming or being declared unconditional in all respects,
Guildford AcquisitionCo will also seek to procure the re-registration of CS as a
private company under the relevant provisions of the Companies Act.

17                      General

The Offer will be made subject to the conditions and on the terms contained in
Appendix I to this announcement and on the further terms and conditions to be
set out or referred to in the Offer Document and (in respect of certificated CS
Shares) the Form of Acceptance. The Offer will be subject to the AIM Rules, the
applicable rules and regulations of the London Stock Exchange and the City Code.

The Offer Document, together with the Form of Acceptance and the Form of Proxy,
will be posted to CS Shareholders and (for information only) to participants in
the CS Share Schemes as soon as practicable.

Press enquiries


For further information contact:

Guildford AcquisitionCo Limited
Alex King                                 Tel: +44 (0) 207 089 7951
Kai Romberg                               Tel: +44 (0) 207 089 7961
Neil Bennett (Maitland)                   Tel: +44 (0) 207 379 5151

PricewaterhouseCoopers LLP
(Financial adviser to Guildford
AcquisitionCo)
Simon Boadle                              Tel: +44 (0) 207 583 5000
Jonathan Ainsworth

Computer Software Group plc
Vinodka Murria (Chief Executive Officer)  Tel: +44 (0) 7774 788 129
Richard Hargreaves (Independent Director) Tel: +44 (0) 207 465 7966
Giles Sanderson / Juliet Clarke           Tel: +44 (0) 207 269 7145 / +44 (0)
(Financial Dynamics)                      207 831 3113

Altium Capital Limited
(Financial adviser to CS)                 Tel: +44 (0) 207 484 4040
Stephen Georgiadis
Nick Tulloch


PricewaterhouseCoopers LLP, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for designated investment business
is acting exclusively for Guildford AcquisitionCo Limited and Hg Pooled
Management Limited, and for no one else in connection with the Offer and will
not regard any other person as its client nor be responsible to anyone other
than Guildford AcquisitionCo Limited and Hg Pooled Management Limited for
providing the protections afforded to clients of PricewaterhouseCoopers LLP, nor
for providing advice in relation to the Offer, the contents of this announcement
or any matter referred to herein.

Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for CS and for no one
else in relation to the Offer and will not regard any other person as its client
nor be responsible to anyone other than CS for providing the protections
afforded to clients of Altium Capital Limited, nor for providing advice in
relation to the Offer, the contents of this announcement or any other matter
referred to herein.

PricewaterhouseCoopers LLP has given and has not withdrawn its written consent
to the issue of this announcement with the inclusion herein of the references to
its name in the form and context to which they appear.

Altium Capital Limited has given and has not withdrawn its written consent to
the issue of this announcement with the inclusion herein of the references to
its name and its recommendations in the form and context to which they appear.

PKF has given and has not withdrawn its written consent to the issue of this
announcement with the inclusion herein of the references to its name and its
recommendations in the form and context to which they appear.

The Guildford AcquisitionCo Directors and the members of the HgCapital
Investment Committee accept responsibility for the information contained in this
announcement, other than for the information which the CS Directors and/or the
Independent Directors accept responsibility. To the best of the knowledge and
belief of the Guildford AcquisitionCo Directors and the members of the HgCapital
Investment Committee (having taken all reasonable care to ensure that such is
the case) the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

The CS Directors accept responsibility for the information contained in this
announcement relating to CS, the CS Directors and themselves and their immediate
families (other than the recommendations in respect of the Offer and associated
opinions set out in paragraph 3 of this announcement for which the Independent
Directors accept responsibility). To the best of the knowledge and belief of the
CS Directors (who have taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

The Independent Directors accept responsibility for their views and opinions
contained in paragraphs 3 and 4 of this announcement including their
recommendations in respect of the Offer. To the best of the knowledge and belief
of the Independent Directors (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they
are responsible is in accordance with the facts and does not omit anything
likely to affect the import of such information.

This announcement is not an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities (pursuant to
the Offer or otherwise) or of any vote or approval in any jurisdiction.
Shareholders are advised to read carefully the formal documentation in relation
to the Offer once it has been despatched. This will contain the full terms and
conditions of the Offer, including details of how the Offer may be accepted. Any
response in relation to the Offer should be made only on the basis of the
information contained in the Offer Document or any other document by which the
Offer is made.

Appendix I to this announcement contains the conditions and certain further
terms of the Offer.

Appendix II to this announcement contains details of the bases of calculations
and sources of the financial information set out in this announcement.

Appendix III to this announcement contains details of the irrevocable
undertakings that have been provided to Guildford AcquisitionCo.

Appendix IV to this announcement contains details of interests that persons have
in CS Shares.

Appendix V to this announcement contains the bases and assumptions relating to
the profit forecast.

Appendix VI to this announcement contains the letter from PKF relating to the
profit forecast.

Appendix VII to this announcement contains the letter from Altium relating to
the profit forecast.

Appendix VIII to this announcement contains definitions of certain expressions
used in this announcement.

The availability of the Offer to CS Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves about, and observe, applicable legal or regulatory
requirements in their jurisdiction.

Unless otherwise determined by Guildford AcquisitionCo or required by the City
Code, and permitted by applicable law and regulation, the Offer will not be,
made, directly or indirectly, in or into or from, or by use of the mail, or by
any means or instrumentality (including, without limitation, telex, facsimile
transmission, telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or by any facilities of a national securities
exchange of, a Restricted Jurisdiction and the Offer cannot be accepted by any
such use, means or instrumentality or otherwise from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in or into or from
any such jurisdiction where to do so would constitute a breach of the securities
laws in that jurisdiction. Persons receiving this announcement (including,
without limitation, custodians, nominees and trustees) should observe these
restrictions and should not send or distribute this announcement in, into or
from any such jurisdictions.

Forward Looking Statements

This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning CS and
Guildford AcquisitionCo. Generally, the words 'will', 'may', 'should',
'continue', 'believes', 'expects', 'intends', 'anticipates' or similar
expressions identify forward-looking statements. The forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those expressed in the forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the companies'
abilities to control or estimate precisely, such as future market conditions and
the behaviours of other market participants, and therefore undue reliance should
not be placed on such statements. Guildford AcquisitionCo assumes no obligation
and does not intend to update these forward-looking statements, except as
required pursuant to applicable law.

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 one per cent. or more of any class of
'relevant securities' of CS, all 'dealings' in any 'relevant securities' of CS
(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 Business Day following the date of the relevant
transaction. This requirement will continue until the date on which the Offer
becomes, or is declared, unconditional as to acceptances, lapses or is 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 CS, they will be
deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of CS by Guildford AcquisitionCo or by CS or by any of their
respective 'associates' for their own account during on 'offer period', must be
privately and publicly disclosed by no later than 12 noon (London time) on the
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 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 'relevant
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 of the City Code, you should
contact an independent financial adviser authorised under the Financial Services
and Markets Act 2000 or consult the Panel's website or contact the Panel on
telephone number +44 (0) 20 7638 0129.


                      Appendix I: Conditions of the Offer


The Offer will be subject to the following conditions:


(a)           valid acceptances being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on the First Closing Date (or such later
time(s) and/or date(s) as Guildford AcquisitionCo may, in accordance with the
City Code, decide) in respect of not less than 90 per cent. (or such lower
percentage as Guildford AcquisitionCo may, subject to the City Code, decide) in
nominal value of the CS Shares to which the Offer relates and not less than 90
per cent. (or such lower percentage as Guildford AcquisitionCo may, subject to
the City Code, decide) of the voting rights carried by the CS Shares to which
the Offer relates, provided that this condition shall not be satisfied unless
Guildford AcquisitionCo shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, CS Shares carrying in aggregate more than 50
per cent. of the voting rights then normally exercisable at general meetings of
CS (including for this purpose, to the extent (if any) required by the Panel,
any voting rights attaching to any CS Shares which may be unconditionally
allotted or issued before the Offer becomes or is declared unconditional as to
acceptances, whether pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise). For the purposes of this condition:

(i)            CS Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue; and

(ii)           the expression 'CS Shares to which the Offer relates' shall be
construed in accordance with sections 428 to 430F of the Act; and

(iii)         valid acceptances shall be deemed to have been received in respect
of CS Shares which are treated for the purposes of section 429(8) of the Act as
having been acquired or contracted to be acquired by the Guildford AcquisitionCo
by virtue of acceptances of the Offer;

(b)           the passing at an EGM of CS (or at any adjournment thereof) of the
Resolution;


(c)           the UK Office of Fair Trading ('OFT') indicating in terms
reasonably satisfactory to Guildford AcquisitionCo that it has decided either
that the proposed acquisition of CS by Guildford AcquisitionCo (the
'Transaction') does not give rise to a relevant merger situation within the
meaning of section 23 of the Enterprise Act 2002 ('EA'), or not to refer the
Transaction or any part of it to the Competition Commission ('CC');


(d)           the German Federal Cartel Office (Bundeskartellamt):

(i)              has declared to the notifying party in writing within one month
of receipt of the complete notification that the conditions for a prohibition
are not met; or

(ii)           has failed to declare to the notifying party within one month
after receipt of the complete notification that it has initiated an in-depth
investigation (Hauptprufverfahren);

(e)           no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution or any other body or person
whatsoever in any jurisdiction (each a 'Third Party') having given notice of a
decision to take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having enacted, made or proposed any
statute, regulation, decision or order, or having taken any other steps which
would or might reasonably be expected to:

(i)                  require, prevent or delay the divestiture, or alter the
terms envisaged for any proposed divestiture by any member of the wider
Guildford AcquisitionCo Group or any member of the wider CS Group of all or any
portion of their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their respective businesses
(or any of them) or to own any of their respective assets or properties or any
part thereof which, in any such case, is material in the context of the Offer;

(ii)                result in a material delay in the ability of Guildford
AcquisitionCo, or render it unable, to acquire a material portion of the CS
Shares or require a divestiture by Guildford AcquisitionCo or any member of the
wider Guildford AcquisitionCo Group of a material number of shares in CS;

(iii)               impose any limitation on, or result in a material delay in,
the ability of any member of the wider Guildford AcquisitionCo Group, directly
or indirectly, to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares or
any other securities (or the equivalent) in any member of the wider CS Group or
the ability of any member of the wider CS Group or Guildford AcquisitionCo to
hold or exercise effectively any rights of ownership of shares, loans or other
securities, which is material in the context of the wider CS Group, to exercise
management control over any member of the wider CS Group;

(iv)              make the Offer or its implementation or the acquisition or
proposed acquisition by Guildford AcquisitionCo or any member of the wider
Guildford AcquisitionCo Group of the CS Shares void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, materially delay or otherwise
materially interfere with the same, or impose additional material conditions or
obligations with respect thereto, or otherwise challenge or interfere therewith;

(v)                save as pursuant to the Offer or Part XIIIA of the Act,
require any member of the wider Guildford AcquisitionCo Group or the wider CS
Group to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the wider CS Group or the wider Guildford
AcquisitionCo Group owned by any third party;

(vi)              impose any limitation that is material in the context of the
business of the wider CS Group on the ability of any member of the wider
Guildford AcquisitionCo Group or wider CS Group to coordinate the business of
any member of the wider CS Group, or any part of it, with the businesses of any
other members of the wider Guildford AcquisitionCo Group and/or members of the
wider CS Group; or

(vii)             result in any member of the wider CS Group ceasing to be able
to carry on business under any name under which it presently does so; or
otherwise materially adversely affect any or all of the businesses, assets,
prospects or profits of any member of the wider CS Group or the wider Guildford
AcquisitionCo Group or the exercise of rights of shares of any company in the
wider CS Group,

and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition
of any CS Shares having expired, lapsed or been terminated;

(f)            all necessary material notifications and filings have been made
in connection with the Offer and all statutory and regulatory obligations in
connection with the Offer in any jurisdiction having been complied with and all
material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permission and approvals
('Authorisations') deemed reasonably necessary or appropriate by Guildford
AcquisitionCo in any jurisdiction for, or in respect of, the Offer and the
acquisition or the proposed acquisition of the CS Shares by Guildford
AcquisitionCo or any member of the wider Guildford AcquisitionCo Group having
been obtained in terms reasonably satisfactory to Guildford AcquisitionCo from
all appropriate Third Parties, all or any applicable waiting and other time
periods having expired, lapsed or been terminated (as appropriate) and all such
Authorisations (together with all material Authorisations deemed reasonably
necessary or appropriate to carry on the business of any member of the wider CS
Group) remaining in full force and effect at the time at which the Offer becomes
otherwise unconditional and there being no notice of any intention to revoke,
suspend, restrict, amend or not to renew any such Authorisations;

(g)           there being no provision of any agreement, arrangement, licence,
permit or other instrument to which any member of the wider CS Group is a party
or by or to which any such member or any of its assets may be bound, entitled or
subject, which in consequence of the making of the Offer or the proposed
acquisition by Guildford AcquisitionCo or any member of the wider Guildford
AcquisitionCo Group of any shares or other securities (or the equivalent) in CS
or because of a change in the control or management of any member of the wider
CS Group or otherwise, would or might be expected to result in (to the extent
which is material in the context of the wider CS Group as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to any member of the wider CS Group being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn, inhibited or
adversely affected or being capable of becoming or being withdrawn, inhibited or
adversely affected;

(ii) any such agreement, arrangement, licence, permit or instrument or the
rights, liabilities, obligations or interests of any member of the wider CS
Group thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken thereunder;

(iii) (other than in the ordinary course of business) any assets or interests of
any member of the wider CS Group being or falling to be disposed of or any
assets or interests of any such member being or falling to be charged or any
right arising under which any such asset or interest could be required to be
disposed of or charged;

(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the wider CS Group or any such security (whenever arising) becoming
enforceable;

(v) the rights, liabilities, obligations or interests of any member of the wider
CS Group in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, materially adversely modified or affected;

(vi) the value of any member of the wider CS Group or its financial or trading
position, profits or prospects being prejudiced or adversely affected;

(vii) any member of the wider CS Group ceasing to be able to carry on business
under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any member of the
wider CS Group or any such liability (whenever arising) becoming enforceable,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
wider CS Group is a party or by or to which any such member or any of its assets
may be bound, entitled or subject, would or might reasonably be expected to
result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this paragraph (g), except in so far as such
event is a consequence of the Offer or the proposed acquisition of any share or
other securities in CS or a change of control or management of CS;

(h) save as Disclosed, since 28 February 2006 no member of the wider CS Group
having:


(i)                  save as between CS and wholly-owned subsidiaries of CS
('intra-CS Group transactions') and save for CS Shares issued pursuant to the
exercise of options granted under the CS Share Schemes, issued, authorised or
proposed the issue of additional shares of any class or redeemed, purchased or
reduced or announced any intention to do so or made any other change to any part
of its share capital;

(ii)                save for intra-CS Group transactions and save for the grant
of options under the CS Share Schemes, issued or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares or convertible
securities;

(iii)               other than lawfully to another member of the wider CS Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus, dividend or other distribution whether payable in cash or
otherwise;

(iv)              save for intra-CS Group transactions implemented, effected,
authorised, proposed or announced its intention to implement, effect, authorise
or propose any merger, demerger, reconstruction, amalgamation, scheme,
commitment or acquisition or disposal of assets or shares (or the equivalent
thereof) in any undertaking or undertakings that is material in the context of
the CS Group taken as a whole or any change in its share or loan capital;

(v)                save for intra-CS Group transactions and other than in the
ordinary course of business, disposed of, or transferred, mortgaged or created
any security interest over any asset or any right, title or interest in any
asset that is material in the context of the CS Group taken as a whole or
authorised, proposed or announced any intention to do so;

(vi)              save for intra-CS Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital;

(vii)             issued, authorised or proposed the issue of any debentures or
(save for intra-CS Group transactions) save in the ordinary course of business
incurred or increased any indebtedness or become subject to any contingent
liability;

(viii)           purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or save in respect to the matters mentioned in sub-paragraph (i) above made any
other change to any part of its share capital;

(ix)              implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme, commitment or
other transaction or arrangement or entered into or changed the terms or
announced its intention to enter into or to change the terms of any contract
with any director or senior executive otherwise than, in the case of commitments
or other transactions or arrangements, in the ordinary course of business;

(x)                entered into or varied or authorised, proposed or announced
its intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could be materially
restrictive on the businesses of any member of the wider CS Group or the wider
Guildford AcquisitionCo Group or which involves or could involve an obligation
of such a nature;

(xi)              (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or any
of its assets or revenues or any analogous proceedings in any jurisdiction or
had any such person appointed or analogous person in any jurisdiction;

(xii)             been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or waived, compromised or settled any claim
otherwise than in the ordinary course of business and, in either case, which is
material in the context of the CS Group as a whole;

(xiii)           (save as disclosed on a publicly available register) made any
alterations to its memorandum or articles of association;

(xiv)           entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or announced
any intention to, or to propose to, effect any of the transactions, matters or
events referred to in this condition (h); or

(xv)            terminated or varied the terms of any agreement or arrangement
between any member of the CS Group and any other person in a manner which would
or might reasonably be expected to have material adverse effect on the financial
position or the prospects of the CS Group taken as a whole;

(i) since 28 February 2006 and save as Disclosed and which in any such case is
material in the context of the wider CS Group taken as a whole:


(i)                  no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the wider CS Group;

(ii)                no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the wider CS Group is or may become a
party (whether as a claimant, respondent or otherwise) and no investigation by
any Third Party against or in respect of any member of the wider CS Group having
been instituted, announced or threatened by or against or remaining outstanding
in respect of any member of the wider CS Group;

(iii)               no contingent or other liability having arisen or become
apparent to Guildford AcquisitionCo which would be likely to adversely affect
any member of the wider CS Group; or

(iv)              no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by any
member of the wider CS Group which is necessary or desirable for the proper
carrying on of its business;

(j)              save as Disclosed, Guildford AcquisitionCo not having
discovered:


(i)                  that any financial, business or other information
concerning the wider CS Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the wider CS Group is materially
misleading, contains a material misrepresentation of fact or omits to state a
fact necessary to make that information not materially misleading; or

(ii)                that any member of the wider CS Group, partnership, company
or other entity in which any member of the wider CS Group has a significant
economic interest and which is not a subsidiary undertaking of the wider CS
Group is subject to any liability (contingent or otherwise) which in any such
case is material in the context of the wider CS Group taken as a whole; or

(iii)               any information which affects the import of any information
disclosed at any time by or on behalf of any member of the wider CS Group and
which is material in the context of the wider CS Group taken as a whole.

For the purposes of these conditions:


(i)                  the 'wider CS Group' means CS and its subsidiary
undertakings, associated undertakings and any other undertaking or partnership
in which CS and/or such undertakings (aggregating their interests) have a
significant interest; and

(ii)                the 'wider Guildford AcquisitionCo Group' means Guildford
AcquisitionCo and its subsidiary undertakings, associated undertakings and any
other undertaking in which Guildford AcquisitionCo and/or such undertakings
(aggregating their interests) have a significant interest.

For these purposes 'subsidiary undertaking', 'associated undertaking' and
'undertaking' have the meanings given by the Companies Act; other than paragraph
20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose and
'significant interest' means a direct or indirect interest in ten per cent. or
more of the equity share capital (as defined in that Act).

Guildford AcquisitionCo reserves the right to waive, in whole or in part, all or
any of the above conditions, except condition (a).

Conditions (b) to (j) (inclusive) must be fulfilled or waived by midnight on the
21st day after the later of the First Closing Date and the date on which
condition (a) is fulfilled (or in each such case, such later date as Guildford
AcquisitionCo may, with the consent of the Panel, decide). Guildford
AcquisitionCo shall be under no obligation to waive (if capable of waiver) or
treat as satisfied any of the conditions (b) to (j) (inclusive) by a date
earlier than the latest date specified above for the satisfaction thereof,
notwithstanding that the other conditions of the Offer may at such earlier date
have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.

If Guildford AcquisitionCo is required by the Panel to make an offer for CS
Shares under the provisions of Rule 9 of the City Code, Guildford AcquisitionCo
may reasonably make such alterations to any of the above conditions, as are
necessary in its reasonable opinion to comply with the provisions of that Rule.

The Offer will lapse if it is referred to the Competition Commission before the
later of 1.00 p.m. on the First Closing Date and the date when the Offer becomes
or is declared unconditional as to acceptances.

If the Offer lapses, the Offer will cease to be capable of further acceptances
and accepting CS Shareholders and Guildford AcquisitionCo shall cease to be
bound by acceptances submitted at or before the time when the Offer so lapses.

The Offer will be governed by English law and is subject to the jurisdiction of
the English courts.





         Appendix II: Bases of calculations and sources of information



(a)           The value attributed to the existing issued share capital of CS is
based upon the 60,876,056 CS Shares in issue (including the 583,333 CS Shares to
be sold under the Share Exchange Agreement) on 14 March 2007 (being the latest
practicable date prior to the commencement of the Offer Period).

(b)           Unless otherwise stated, the financial information concerning CS
has been extracted from the audited annual report and accounts for the CS Group
for the year ended 28 February 2006 or from the unaudited interim financial
statements of the CS Group for the six months ended 31 August 2006.

(c)           CS Share prices have been derived from the London Stock Exchange
and represent the Closing Price on the relevant date.

(d)           The Offer premium of 45.0 per cent. to the average Closing Price
of 103.4 pence over the 12 month period prior to the commencement of the Offer
Period, being the period from 15 March 2006 to 14 March 2007, as stated in this
announcement has been calculated using Closing Prices on each Business Day over
the relevant period.

(e)           The Offer premium of 37.6 per cent. to the Closing Price of 109.0
pence per CS Share on 14 March 2007, being the last Business Day prior to the
commencement of the Offer Period has been calculated using the Closing Price on
14 March 2007.

(f)            The Offer premium of 30.9 per cent. to the average Closing Price
of 114.6 pence over the 3 month period prior to the commencement of the Offer
Period, being the period from 15 December 2006 to 14 March 2007, as stated in
this announcement has been calculated using Closing Prices on each Business Day
over the relevant period.

(g)           As at the date of this announcement there are 60,876,056 CS Shares
in issue and a further 8,203,261 CS Shares under the CS Share Schemes which,
subject to certain vesting conditions being satisfied and if exercised, would
result in net cash consideration (after exercise costs) of approximately £8.3
million being payable under the Offer. The value attributed to the fully diluted
share capital of CS represents the value of the Offer for the existing issued
share capital of CS plus the net cash consideration (after exercise costs) which
may fall due to participants in the CS Share Schemes, being in aggregate £99.6
million.

(h)           The fully diluted enterprise value multiple of 17.3 times post-tax
average forecast operating profit has been calculated by adding the cash
consideration payable by Guildford AcquisitionCo (net of exercise costs under
the CS Share Schemes) of £99.6 million to average forecast net debt of £9.6
million as at 28 February 2007, (source: Reuters consensus estimates 15 March
2007). The post-tax average forecast operating profit has been calculated using
the £9.0 million average forecast operating profit for the year ended 28
February 2007 as referred to in Appendix V of this announcement being the
average forecast operating profit forming part of the profit forecast reports in
Appendices VI and VII and applying an assumed UK standard 30% tax rate.
Operating profit in this context means profit before amortisation of goodwill,
exceptional items, share based payment charges, interest and taxation. Note that
in the profit forecast as set out in Appendix V the Board of CS has indicated
that the Company's results for the full year ended 28 February 2007 are expected
to be 'marginally ahead of market expectations'.

(i)             PricewaterhouseCoopers LLP is satisfied that sufficient
resources are available to Guildford AcquisitionCo to satisfy full acceptance of
the Offer in cash.




     Appendix III: Details of irrevocable undertakings and letter of intent


Irrevocable undertakings to accept, or procure the acceptance of the Offer, have
been given to Guildford AcquisitionCo in respect of the following CS Shares,
being, to the best of the knowledge and belief of the Directors of Guildford
AcquisitionCo, the relevant parties' entire holdings of CS Shares as at the
close of business on 15 March 2007, being the latest practicable date prior to
this announcement:

Name of shareholder Total number of issued and to be  Percentage of CS fully
giving irrevocable  issued CS Shares in respect of    diluted share capital
undertaking         which undertakings given          subject to the Offer (%)

Northern 2 VCT
PLC1                                      1,196,407                       1.75
Northern
Venture Trust
PLC1                                        733,606                       1.07
Northern
Investors
Company PLC1                                680,000                       0.99
Northern 3 VCT
PLC1                                        235,333                       0.34
Northern AIM
VCT PLC1                                    146,298                       0.21
HSBC Global
Custody
Nominee (UK)
Limited2                                  1,950,000                       2.84
Elderstreet
Capital
Partners
Nominees
Limited                                  13,822,946                      20.18
Elderstreet
VCT PLC                                   2,000,000                       2.92
Neil Cross3                               1,014,655                       1.48
Geoffrey Iles                             3,355,758                       4.90
Vinodka Murria                            4,928,412                       7.20
Barbara Firth4                              743,002                       1.08
David England                               200,000                       0.29
David Woodcock                              250,000                       0.36
Michael Jackson                              53,865                       0.08
David Lowe5                                 300,000                       0.44
Richard
Hargreaves6                                 395,576                       0.58
Jeremy Bailey7                              200,000                       0.29
Jolanta Pilecka                             420,000                       0.61
            Total                        32,625,858                      47.61

Notes:

1. A direct undertaking in respect of these CS Shares have also been given by
the registered holder, Giltspur Nominees Limited a/c BUNS.

2. Obtained by a direct undertaking in respect of these CS Shares from the
registered holder, Hargreave Hale Limited.

3. Includes a beneficial holding by Neil Cross of 914,655 CS Shares which are
held through Giltspur Nominees Limited.

4. Includes a beneficial holding by Barbara Firth of 109,086 CS Shares of which
104,116 shares are held through Pershing Keen Nominees Limited and 4,970 CS
Shares are held through Selftrade Nominee Account.

5. Includes a beneficial holding by David Lowe of 100,000 CS Shares which are
held through F.B. Limited.

6. Includes a beneficial holding by Richard Hargreaves of 203,885 CS Shares of
which 37,500 CS Shares are held through Barclayshare Nominees Limited and
166,385 CS Shares are held through James Brearley Crest Nominees Limited.

7. Includes a beneficial holding by Jeremy Bailey of 100,000 CS Shares which are
held through State Street Nominees Limited.


In addition, Guildford AcquisitionCo has received irrevocable undertakings and a
letter of intent to vote in favour of the Resolution to be proposed at the EGM
to approve the proposed Management Arrangements from each of the Independent
Directors who holds CS Shares and from certain other CS Shareholders in respect
of, in aggregate, 11,986,951 CS Shares, representing approximately 28.0 per
cent. of the existing issued share capital held by Independent Shareholders.

Of these totals:

Guildford AcquisitionCo has received irrevocable undertakings to accept, or
procure the acceptance of, the Offer and vote in favour of the Resolution to be
proposed at the EGM in respect of the entire beneficial holdings of all of the
Independent Directors, amounting in aggregate to 595,576 CS Shares, representing
approximately 1.0 per cent. of the existing issued share capital of CS subject
to the Offer and 1.4 per cent. of the existing issued share capital held by
Independent Shareholders. These undertakings will remain binding even in the
event of a higher competing offer being made for CS;

Under the Share Exchange Agreement, Michael Jackson and David England have
agreed to sell to Guildford AcquisitionCo an aggregate of 583,333 issued and to
be issued CS Shares held by them, representing approximately 0.8 per cent. of
the fully diluted share capital of CS;

Guildford AcquisitionCo has received irrevocable undertakings to accept the
Offer and vote in favour of the Resolution to be proposed at the EGM from the
following institutional shareholders: Northern 2 VCT PLC, Northern Venture Trust
PLC, Northern Investors Company PLC, Northern 3 VCT PLC, Northern AIM VCT PLC
and Hargreave Hale Limited in respect of their aggregate holdings of 4,941,644
CS Shares representing approximately 7.2 per cent. of the fully diluted share
capital of CS subject to the Offer and 11.5 per cent. of the existing issued
share capital held by Independent Shareholders; and

Guildford AcquisitionCo has received irrevocable undertakings to accept the
Offer from Elderstreet Capital Partners Nominees Limited and Elderstreet VCT plc
to accept the Offer in respect of their aggregate holdings of 15,822,946 CS
Shares representing approximately 26.0 per cent. of the existing issued share
capital of CS.

Each of the irrevocable undertakings will cease to be binding (i) if the Offer
Document is not posted within 28 days (or such later date as Guildford
AcquisitionCo and the Company may agree and as the Panel may permit) from the
date of this announcement or (ii) if the Offer lapses or is withdrawn. In
addition, the irrevocable undertakings from Northern 2 VCT PLC, Northern Venture
Trust PLC, Northern Investors Company PLC, Northern 3 VCT PLC, Northern AIM VCT
PLC and Hargreave Hale Limited will also cease to be binding if a cash only
offer is announced by a third party before the Offer becomes unconditional as to
acceptances, provided that such third party's offer price is at least 10 per
cent. greater than the offer price under the Offer.

Guildford AcquisitionCo has also received a non-binding letter of intent to
accept or procure the acceptance of the Offer and to vote in favour of the
Resolution to be proposed at the EGM from Majedie Asset Management Limited in
respect of 2,151,541 CS Shares, representing approximately 3.1 per cent. of the
fully diluted share capital of CS subject to the Offer and representing
approximately 5.0 per cent. of the existing issued share capital held by
Independent Shareholders.





                      Appendix IV: Interests in CS Shares



(i) By virtue of the Management Arrangements, each of the members of the
Management Team and their family members are deemed to be acting in concert with
Guildford AcquisitionCo. Accordingly Guildford AcquisitionCo and its concert
parties have an interest in, or a right to subscribe for, the number of CS
Shares set out below. The details of each member of the concert party and their
shareholdings are as follows:


(A)          CS Shares
Name             Number of CS Shares  Percentage of CS issued share capital (%)
Vinodka Murria            1,678,412                                       2.76
Michael Jackson             587,198                                       0.96
Barbara Firth               109,086                                       0.18
David England                27,777                                       0.05
                             --------                                   --------
         Total            2,402,473                                       3.95
                             ========                                   ========


(B)           CS Share Schemes
Name      Scheme      Date of grant Number of CS  Exercise date/   Exercise
                                    Shares        vesting date     price (pence)
Vinodka   Unapproved9  08.09.2003      100,0001       08.09.2004          48.8
Murria
                                                  to
                                                      08.09.2013
          Unapproved9  28.05.2004   150,0002, 7       28.05.2005          51.5
                                                  to
                                                      27.05.2014
          Unapproved9  10.03.2005   1,000,0003, 7     10.03.2006          57.0
                                                  to 10.03.2015
          LTIP         04.09.2006    2,000,0004     04.09.200910             -
Barbara   EMI          19.09.2000   18,0006, 8        19.09.2001         112.5
Firth
                                                  to
                                                      19.09.2010
          EMI          11.01.2002       18,0001       11.01.2003          50.0
                                                  to
                                                      11.01.2012
          EMI          30.09.2003      100,0001       30.09.2004          48.8
                                                  to
                                                      30.09.2013
          Unapproved   10.03.2005   250,0005, 7       10.03.2006          57.0
                                                  to
                                                      10.03.2015
          LTIP         04.09.2006      247,9164     04.09.200910             -
David     LTIP         04.09.2006      222,2234     04.09.200910             -
England


Notes: 1. As at the date of this announcement, all CS Shares have vested
pursuant to the terms of the scheme.

2. As at the date of this announcement, 100,000 CS Shares have vested pursuant
to the terms of the scheme.

3. As at the date of this announcement, 333,333 CS Shares have vested pursuant
to the terms of the scheme.

4. As at the date of this announcement, none of the CS Shares have vested
pursuant to the terms of the scheme. In accordance with the rules of the LTIP,
the Remuneration Committee of CS, has exercised its discretion to conditionally
waive the performance conditions attaching to unvested awards made under the
LTIP. Accordingly, immediately prior to the Offer becoming or being declared
unconditional in all respects, it is intended that all unvested awards granted
under the LTIP will vest in full.

5. As at the date of this announcement, 83,333 CS Shares have vested pursuant to
the terms of the scheme.

6. As at the date of this announcement, none of the CS Shares have vested
pursuant to the terms of the scheme.

7. In accordance with the rules of the Unapproved Scheme/individual option
arrangements, the Remuneration Committee of CS has exercised its discretion to
conditionally waive the performance conditions attaching to unvested options
made under the Unapproved Scheme/individual option arrangements. Accordingly,
immediately prior to the Offer becoming or being declared unconditional in all
respects, it is intended that all unvested options will vest in full.

8. All unvested EMI options will automatically vest and become exercisable
immediately prior to the Offer becoming or being declared unconditional in all
respects.

9. These options were granted pursuant to an individual share option agreement
specific to Vinodka Murria and not under the Unapproved Scheme.

10. This is the last vesting date. Vesting is subject to performance conditions
and if met, awards vest earlier.



(ii) As at the last day of the disclosure period, the interests in CS Shares
held by other persons acting in concert with Guildford AcquisitionCo were as
follows:
Name         Number of CS Shares     Percentage of CS issued share capital (%)
Elderstreet
Capital
Partners
Nominees
Limited                 13,822,946                                        22.7
Elderstreet
VCT plc                  2,000,000                                         3.3


(iii) Excluding share options and conditional awards made under the CS Share
Schemes, as at the last day of the disclosure period, the interests of the CS
Directors and their immediate families, related trusts and connected persons all
of which are beneficial unless otherwise stated, in CS Shares, which have been
notified to CS pursuant to section 324 or 328 of the Act or which are otherwise
required to be entered in the register maintained under section 325 of the Act,
were as follows:
Name               Number of CS Shares    Percentage of CS issued share capital
                                          (%)
Vinodka Murria                1,678,412                                   2.76
Michael Jackson                 587,198                                   0.96
Richard
Hargreaves                      295,576                                   0.49
David Lowe                      200,000                                   0.33
Barbara Firth                   109,086                                   0.18
Jeremy Bailey                   100,000                                   0.16
David Woodcock                   27,777                                   0.05
David England                    27,777                                   0.05
                                 --------                               --------
           Total              3,025,826                                   4.98
                                 ========                               ========

(iv) As at the last day of the disclosure period, options and awards over CS
Shares which have been granted to CS Directors and remain unexercised or
unvested, are as follows:
Name        Scheme      Date of Grant  Number of CS     Exercise date / Exercise
                                       Shares           vesting period  price
                                                                        (pence)
Vinodka     Unapproved   08.09.2003         100,0001       08.09.2004     48.8
Murria                                                  to 30.09.2013
            Unapproved   28.05.2004    150,0002, 7         28.05.2005     51.5
                                                        to
                                                           27.05.2014
            Unapproved   10.03.2005     1,000,0003,7       10.03.2006     57.0
                                                        to
                                                           10.03.2015
            LTIP         04.09.2006       2,000,0004     04.09.200911        -
Barbara     EMI          19.09.2000    18,0006, 8          19.09.2001    112.5
Firth                                                   to
                                                           19.09.2010
            EMI          11.01.2002          18,0001       11.01.2003     50.0
                                                        to
                                                          11.01.2012
            EMI          03.10.2003         100,0001       30.09.2004     48.8
                                                        to
                                                           30.09.2013
            Unapproved   10.03.2005    250,0005, 7         10.03.2006     57.0
                                                        to
                                                         10.03.2015
            LTIP         04.09.2006         247,9164     04.09.200911         -
David       LTIP         04.09.2006         222,2234     04.09.200911         -
England
David       LTIP         04.09.2006         222,2234     04.09.200911         -
Woodcock
David Lowe  Unapproved   28.09.2006         100,0009       28.09.2007     115.0
                                                        to
                                                           28.09.2016
Richard
Hargreaves  Unapproved   28.09.2006         100,0009       28.09.2007     115.0
                                                        to
                                                           28.09.2016
Jeremy      Unapproved   28.09.2006         100,0009       28.09.2007     115.0
Bailey                                                  to
                                                           28.09.2016


Notes: 1. As at the date of this announcement, all CS Schemes have vested
pursuant to the terms of the scheme.

2. As at the date of this announcement, 100,000 CS Shares have vested pursuant
to the terms of the scheme.

3. As at the date of this announcement, 333,333 CS Shares have vested pursuant
to the terms of the scheme.

4. As at the date of this announcement, none of the CS Shares have vested
pursuant to the terms of the scheme.

In accordance with the rules of the LTIP, the Remuneration Committee of CS, has
exercised its discretion to conditionally waive the performance conditions
attaching to unvested awards made under the LTIP. Accordingly, immediately prior
to the Offer becoming or being declared unconditional in all respects, it is
intended that all unvested awards granted under the LTIP will vest in full.

5. As at the date of this announcement, 83,333 CS Shares have vested pursuant to
the terms of the scheme.

6. As at the date of this announcement, none of the CS Shares have vested
pursuant to the terms of the scheme.

8. In accordance with the rules of the Unapproved Scheme, the Remuneration
Committee of CS has exercised its discretion to conditionally waive the
performance conditions attaching to unvested options made under the Unapproved
Scheme. Accordingly, immediately prior to the Offer becoming or being declared
unconditional in all respects, it is intended that all unvested options will
vest in full.

8. All unvested EMI options will automatically vest and become exercisable
immediately prior to the Offer becoming or being declared unconditional in all
respects.

9. As at the date of this announcement, none of the CS Shares have vested
pursuant to the terms of the option grants. In accordance with the terms of the
option grants, the Board of CS, has exercised its discretion to provide that,
immediately prior to the Offer becoming or being declared unconditional in all
respects, these options will vest in full.

10. These options were granted pursuant to an individual share option agreement
specific to Vinodka Murria, David Lowe, Richard Hargreaves and Jeremy Bailey and
not under the Unapproved Scheme.

11. This is the last vesting date. Vesting is subject to performance conditions
and if met, awards vest earlier.


For reasons of secrecy and therefore the lack of availability to Guildford
AcquisitionCo of all relevant persons who may be deemed to be acting in concert
with it to provide information, it has not been possible, prior to this
announcement, to ascertain all of the interests (if more than the interests
disclosed in this announcement) of such relevant persons in CS Shares. Any such
additional interest(s) will be discussed with the Panel and, if appropriate,
will be disclosed to CS Shareholders in the Offer Document.






Appendix V: Profit forecast of CS for the year ended 28 February 2007

Forecast

In the statement regarding current trading and prospects contained in this
announcement, the Board of CS has indicated that the Company's results for the
full year ended 28 February 2007 are expected to be 'marginally ahead of market
expectations'. The market expectations referred to are an average of the
published forecasts of operating profit by three stockbroking firms which
publish research on the Company amounting to approximately £9.0m. Operating
profit in this context means profit before amortisation of goodwill, exceptional
items, share based payment charges, interest and taxation.

The above statement represents a profit forecast for the purposes of the City
Code (the 'Profit Forecast'). The CS Directors have considered this profit
forecast, not taking into account any costs relating to the Offer.

Basis of preparation

The Profit Forecast is based upon:

• the published unaudited interim financial statements of the CS
Group for the six months ended 31 August 2006;

• the unaudited management accounts of the CS Group for the five
months ended 31 January 2007; and

• the CS Directors' estimate for the month ended 28 February
2007.

The Profit Forecast has been prepared on a basis consistent with the accounting
policies adopted by the CS Group in its annual financial statements for the year
ended 28 February 2006.

The Profit Forecast has been prepared without taking into account any costs
relating to the Offer or any profit or loss on disposal or closure of
operations.

The principal assumption upon which the Profit Forecast has been prepared are
that there will be no changes in legislation, regulation or other official
policies or controls, which have a material effect on the CS Group's business or
reported results.


Letters relating to the profit forecast

The CS Directors, who are solely responsible for the Profit Forecast, have
received letters from PKF and Altium relating to the Profit Forecast which are
contained in Appendices VI and VII to this announcement respectively.

                     Appendix VI - Letter from PKF (UK) LLP

The Directors

Computer Software Group plc
Integra House
138-140 Alexandra Road
Wimbledon
London SW19 7JY


The Directors
Altium Capital Limited
30 St James's Square
London SW1Y 4AL


16 March 2007


Dear Sirs,

Computer Software Group plc

We report on the profit forecast comprising a forecast of operating profit
before amortisation of goodwill, exceptional items, share-based payment charges,
interest and taxation of Computer Software Group plc (the 'Company') and its
subsidiaries (together the 'Group') for the full year ended 28 February 2007
(the 'Profit Forecast'). The Profit Forecast is set out in Paragraph 6 of the
offer announcement dated 16 March 2007 (the 'Offer Announcement'). This report
is required by Rule 28.3(b) of The City Code on Takeovers and Mergers (the 'City
Code') and is given for the purpose of complying with that rule and for no other
purpose. Accordingly, we assume no responsibility in respect of this report to
the offeror or to any person connected to, or acting in concert with, the
offeror, or to any other person who is seeking or may in future seek to acquire
control of the Company (an 'Alternative Offeror') or to any person connected to,
or acting in concert with, an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company (the 'Directors') to
prepare the Profit Forecast in accordance with the requirements of the City
Code. In preparing the Profit Forecast, the Directors of the Company are
responsible for correcting errors that they have identified which may have
arisen in unaudited financial results and unaudited management accounts used as
the basis of preparation of the Profit Forecast.

It is our responsibility to form an opinion as required by the City Code as to
the proper compilation of the Profit Forecast and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this
report is expressly addressed and which we may have to Computer Software Group
plc's shareholders as a result of the inclusion of this report in the Offer
Announcement, to the fullest extent permitted by law we do not assume any
responsibility and will not accept any liability to any other person for any
loss suffered by any such other person as a result of, arising out of, or in
connection with this report or our statement, required by and given solely for
the purposes of complying with Rule 28.4 of the City Code, consenting to its
inclusion in the Offer Announcement.

Basis of Preparation of the Profit Forecast

The Profit Forecast has been prepared on the basis stated in Appendix V to the
Offer Announcement and is based on the published unaudited interim financial
statements of the Group for the six months ended 31 August 2006, unaudited
management accounts of the Group for the five months ended 31 January 2007 and
the Computer Software Group Directors' estimate for the month ended 28 February
2007. The Profit Forecast is required to be presented on a basis consistent with
the accounting policies of the Group.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting
issued by the Auditing Practices Board in the United Kingdom. Our work included
evaluating the basis on which the historical financial information included in
the Profit Forecast has been prepared and considering whether the Profit
Forecast has been accurately computed using that information and whether the
basis of accounting used is consistent with the accounting policies of the
Group.

We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Forecast has been properly compiled on the basis
stated.

However, the Profit Forecast has not been audited. The actual results reported,
therefore, may be affected by revisions required to accounting estimates due to
changes in circumstances, the impact of unforeseen events and the correction of
errors in the interim financial information and the management accounts.
Consequently we can express no opinion as to whether the actual results achieved
will correspond to those shown in the Profit Forecast and the difference may be
material.

Opinion

In our opinion, the Profit Forecast, so far as the accounting policies and
calculations are concerned, has been properly compiled on the basis stated and
the basis of accounting used is consistent with the accounting policies of the
Group.

Yours faithfully



PKF (UK) LLP


                       Appendix VII - Letter from Altium

The Directors

Computer Software Group plc

Integra House

138-140Alexandra Road

Wimbledon
London SW19 7JY


16 March 2007


Dear Sirs,


Computer Software Group plc

We refer to the profit forecast comprising a forecast of profit before tax of
Computer Software Group plc (the 'Company') and its subsidiaries (together the
'Group') for the full year ended 28th February 2007 (the 'Profit Forecast'). The
Profit Forecast, and the material assumptions upon which it is based, are set
out in Appendix V to the offer announcement dated 16 March 2007 (the 'Offer
Announcement').

We have discussed the Profit Forecast, together with the bases and assumptions
upon which it is made, with you and with PKF (UK) LLP.

We have also considered the letter dated 16 March 2007 addressed to you and us
from PKF (UK) LLP regarding the accounting policies and calculations upon which
the Profit Forecast is based.

This letter is provided in compliance with Rule 28.3(b) of The City Code on
Takeovers and Mergers and may be included in the Offer Announcement solely for
the purposes of that Rule.

On the basis of the foregoing, we consider that the Profit Forecast, for which
you as directors are solely responsible, has been made with due care and
consideration and after due and careful enquiry by the Company.

Yours faithfully





Stephen Georgiadis

Managing Director

For and on behalf of

Altium Capital Limited













                           Appendix VIII: Definitions



The following definitions apply throughout this announcement, unless the context
otherwise requires:
'Act' or 'Companies Act' the Companies Act 1985 (as amended)
'AIM'                    the AIM Market operated by the London Stock Exchange
'AIM Rules'              the AIM rules for Companies published by the London
                         Stock Exchange from time to time
'Altium'                 Altium Capital Limited, a company registered in England
                         and Wales with company number 1072627
'Annual Report'          the annual report and accounts of CS for the year ended
                         28 February 2006
'Australia'              the Commonwealth of Australia, its possessions,
                         territories and all areas subject to its jurisdiction
                         and any political subdivision thereof
'Board'                  the existing board of directors of CS or member of the
                         Guildford AcquisitionCo Group as the case may be
'Business Day'           any day other than a Saturday or a Sunday or public
                         holiday when banks generally are open in London for
                         general banking business
'Canada'                 Canada, its possessions and territories and all areas
                         subject to its jurisdiction and any political
                         subdivision thereof
'certificated' or 'in    a share or other security which is not in
certificated form'       uncertificated form (that is, not in CREST)
'Closing Price'          the middle market price of a CS Share at the close of
                         business on the day to which such price relates, as
                         derived from the London Stock Exchange for that day
'Code' or 'City Code'    the City Code on Takeovers and Mergers
'CREST'                  the relevant system (as defined in the Regulations) in
                         respect of which CRESTCo is the operator (as defined in
                         the Regulations)
'CS Directors' or 'CS    the board of directors of CS, consisting of Michael
Board'                   Jackson, Vinodka Murria, Barbara Firth, David England,
                         David Woodcock, David Lowe, Richard Hargreaves and
                         Jeremy Bailey
'CS Group'               Computer Software Group plc and its subsidiaries and
                         subsidiary undertakings from time to time
'CS' or the 'Company'    Computer Software Group plc, a company registered in
                         England and Wales with company number 04023140
'CS Shareholder(s)'      holder(s) of CS Shares
'CS Shares' or 'Ordinary the existing unconditionally allotted or issued and
Shares'                  fully paid ordinary shares of 10 pence each in the
                         capital of CS and any further such shares which are
                         unconditionally allotted or issued (including pursuant
                         to the exercise of options granted under the CS Share
                         Schemes or otherwise) before the date on which the
                         Offer closes (or such earlier date as Guildford
                         AcquisitionCo may subject to the City Code determine,
                         not being earlier than the date on which the Offer
                         becomes or is declared unconditional as to acceptances)
'CS Share Schemes'       the CS 2000 Unapproved Executive Share Option Scheme
                         under which unapproved options ('Unapproved Scheme')
                         and EMI options ('EMI') have been granted, and the CS
                         Long-Term Incentive Plan ('LTIP')
'Disclosed'              means (i) as disclosed in CS's Annual Report; (ii) as
                         disclosed in the accounts for CS for the six months
                         ended 31 August 2006; (iii) as publicly announced by CS
                         (by the delivery of an announcement to an authorised
                         Regulatory Information Service) prior to the date of
                         this announcement; (iv) as disclosed in the Offer
                         Document or (v) as disclosed in writing by CS to
                         Guildford AcquisitionCo on or prior to the date of this
                         announcement
'EGM'                    the extraordinary general meeting of the CS
                         Shareholders notice of which will be set at in the
                         Offer Document
'First Closing Date'     1.00 p.m. on the date being 21 days from the Date of
                         the Offer Document
'Form of Acceptance'     the form of acceptance and authority relating to the
                         Offer which will accompany the Offer Document, which
                         may only be completed by holders of CS Shares in
                         certificated form
'Form of Proxy'          the prepaid proxy form for use at the EGM
'FSA'                    the Financial Services Authority
'FSMA'                   the Financial Services Markets Act 2000 (as amended)
'Guildford               Guildford AcquisitionCo Limited, a company registered
AcquisitionCo'           in England and Wales with company number 06025453
'Guildford AcquisitionCo the board of directors of Guildford AcquisitionCo,
Board' or 'Guildford     consisting of Lisa Stone, Alex King and Kai Romberg
AcquisitionCo Directors'
'Guildford AcquisitionCo together, Guildford EquityCo, Guildford DebtCo,
Group'                   Guildford BankCo, Guildford GuaranteeCo, Guildford
                         MidCo 1, Guildford MidCo 2 and Guildford AcquisitionCo
'Guildford BankCo'       Guildford BankCo Limited, a company registered in
                         England and Wales with company number 06025393
'Guildford DebtCo'       Guildford DebtCo Limited, a company registered in
                         England and Wales with company number 06025389
'Guildford EquityCo'     Guildford EquityCo Limited, a company registered in
                         England and Wales with company number 06025407
'Guildford GuaranteeCo'  Guildford GuaranteeCo Limited, a company registered in
                         England and Wales with company number 6130493
'Guildford MidCo 1'      Guildford MidCo 1 Limited, a company registered in
                         England and Wales with company number 06025396
'Guildford MidCo 2'      Guildford MidCo 2 Limited, a company registered in
                         England and Wales with company number 06025423
'Hg Pooled Management'   Hg Pooled Management Limited, a company registered in
                         England and Wales with company number 2055886
'HgCapital'              the trading name of Hg Pooled Management (HgPM)
'HgCapital Funds'        HgCapital 5 L.P., HgCapital 5 Executive Co-Invest L.P.
                         and HGT L.P.
'HgCapital Investment    The committee of HgCapital with delegated
Committee'               responsibility for making investment decisions
'HgCapital LLP'          an independent partnership and parent of Hg Pooled
                         Management
'HgCapital Parties'      HgCapital Funds and Hg Pooled Management
'Independent Directors'  David Lowe, Richard Hargreaves and Jeremy Bailey, each
                         a CS Director and who is independent in relation to the
                         Offer
'Independent             means the CS Shareholders other than the members of the
Shareholders'            Management Team and their connected parties
'London Stock Exchange'  London Stock Exchange plc
'Management              the arrangements relating to the investment by the
Arrangements'            Management Team in the Guildford AcquisitionCo Group
                         and the service agreements to be entered into by
                         certain members of the Management Team with Guildford
                         AcquisitionCo
'Management Team'        Michael Jackson, Vinodka Murria, Barbara Firth and
                         David England
'Offer Document'         the offer document to be despatched to CS Shareholders
                         containing details of the Offer
'Offer Period'           the period commencing on 15 March 2007 and ending on
                         whichever of the following dates shall be the latest:
                         (i) the First Closing Date; (ii) the date on which the
                         Offer lapses; and (iii) the date on which the Offer
                         becomes or is declared unconditional as to acceptances
'Offer Price'            150 pence in cash per CS Share
'Offer'                  the recommended cash offer by PricewaterhouseCoopers on
                         behalf of Guildford AcquisitionCo to acquire the CS
                         Shares on the terms and subject to the conditions to be
                         set out in the Offer Document and (in respect of
                         certificated CS Shares) the Form of Acceptance
                         including, where the context so requires, any
                         subsequent revision, variation, extension or renewal of
                         such offer, and excluding the CS Shares being sold
                         pursuant to the Share Exchange Agreement
'Official List'          the Official List of the UK Listing Authority
'Panel'                  the Panel on Takeovers and Mergers
'PKF'                    PKF (UK) LLP
'pounds sterling' or '£' the lawful currency of the United Kingdom
'PricewaterhouseCoopers' PricewaterhouseCoopers LLP (a limited liability
or                       partnership registered in England with registered
'PricewaterhouseCoopers  number OC303525) which is authorised and regulated in
LLP'                     the UK by the FSA for designated investment business
'Regulations'            the Uncertificated Securities Regulations 2001 (SI 2001
                         No. 3755)
'Regulatory Information  any of the services set out in Schedule 12 to the
Service'                 listing rules of the UK Listing Authority
'Resolution'             the ordinary resolution to be proposed at the EGM
'Restricted              the United States, Canada, Australia or Japan or any
Jurisdiction'            other jurisdiction where extension or acceptance of the
                         Offer would violate the law of, or regulation
                         applicable to, that jurisdiction
'Share Exchange          the share exchange agreement entered into between
Agreement'               Guildford AcquisitionCo, Michael Jackson and David
                         England on 15 March 2007 whereby Guildford
                         AcquisitionCo, amongst other things, agrees to purchase
                         and Michael Jackson and David England agree to sell an
                         aggregate of 583,333 ordinary shares of 10 pence each
                         in CS held by them on that date in exchange for loan
                         notes issued by Guildford AcquisitionCo
'UK Listing Authority'   the Financial Services Authority acting in its capacity
or 'UKLA'                as the competent authority for the purposes of Part VI
                         of the FSMA
'uncertificated' or 'in  a CS Share which is for the time being recorded on the
uncertificated form'     relevant register of shareholders as being held in
                         uncertificated form in CREST, and title to which by
                         virtue of the Regulations, may be transferred by means
                         of CREST
'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern
                         Ireland
'United States' or 'US'  the United States of America (including the States and
                         the District of Columbia), its territories, its
                         possessions and other areas subject to its jurisdiction


All the times referred to in this announcement are to London times.

For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking',
'undertaking' and 'associated undertaking' have the meanings given by the Act
(but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the Act).

Words importing the singular shall include the plurals and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.




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