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Wednesday 11 April, 2007

Guildford Acq. CoLtd

Offer Update

Guildford AcquisitionCo Limited
11 April 2007


Computer Software Group plc - Offer Update


OFFER UPDATE

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


11 April 2007


Recommended cash offer for Computer Software Group plc by PricewaterhouseCoopers
LLP on behalf of Guildford AcquisitionCo Limited


Level of Acceptances and Extension of Offer


1.       Level of acceptances

Guildford AcquisitionCo Limited ('Guildford AcquisitionCo') announces that the
Offer has become unconditional as to acceptances and is being extended and will
remain open for acceptance as set out below.


As at 1.00 p.m. on 10 April 2007, being the first closing date of the Offer,
valid acceptances of the Offer had been received in respect of 55,388,594
Computer Software Group plc ('CS' or 'the Company') Shares, representing
approximately 91.0 per cent. of the existing issued share capital of the
Company.


As at the announcement of the Offer on 16 March 2007, Guildford AcquisitionCo
had received irrevocable undertakings and a letter of intent to accept or
procure the acceptance of the Offer from each of the CS Directors who holds CS
Shares and from certain other CS Shareholders in respect of, in aggregate,
29,679,037 CS Shares in issue as at today's date (representing approximately
48.8 per cent. of the existing issued share capital of CS). Valid acceptances of
the Offer have been received in respect of 29,489,037 of these existing issued
CS Shares subject to irrevocable undertakings and the letter of intent
(representing approximately 48.4 per cent. of the existing issued share capital
of CS). All of these acceptances are included in the total of valid acceptances
referred to above. As at the date of this announcement, a further 5,098,362 to
be issued CS Shares (representing approximately 7.4 per cent. of the issued and
to be issued share capital of CS) remained subject to irrevocable undertakings
from Vinodka Murria, Barbara Firth, David England, David Woodcock, David Lowe,
Richard Hargreaves, Jeremy Bailey, Jolanta Pilecka and Neil Cross and as these
CS Shares have not yet been issued, valid acceptances of the Offer in respect of
these shares have not yet been received. These irrevocable undertakings will
cease to be binding if the Offer lapses or is withdrawn.


Persons deemed to be acting in concert with Guildford AcquisitionCo currently
hold 18,325,419 issued CS Shares (including 533,333 issued CS Shares which are
subject to the Share Exchange Agreement) representing approximately 30.1 per
cent of the existing issued share capital of CS. Valid acceptances of the Offer
in respect of 17,692,086 of these CS Shares have been received and are included
in the total level of acceptances above. In addition persons acting in concert
hold options and LTIPs over a further 4,106,139 to be issued CS Shares
(including options over 50,000 to be issued CS Shares which are subject to the
Share Exchange Agreement) representing approximately 5.9 per cent. of the issued
and to be issued share capital of CS. As these CS Shares have not yet been
issued, valid acceptances of the Offer in respect of these shares which are
subject to the Offer have not yet been received. Further detail on these
holdings is set out in the Offer Document.


2. Extension of Offer

The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended for 14 days and will remain open for
acceptance until the next closing date which will be 1.00 p.m. on 24 April 2007.
Any further extensions of the Offer will be publicly announced by 8.00 a.m. on
the Business Day following the day on which the Offer was otherwise due to
expire, or such later time or date as the Panel may agree.


CS Shareholders who wish to accept the Offer and who have not already done so
should:


(i) in respect of certificated CS Shares, complete, sign and return the relevant
Form of Acceptance, in accordance with the instructions set out in the Offer
Document and in the Form of Acceptance, so as to be received as soon as possible
by post or by hand by Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU no later than 1:00 p.m. on 24 April
2007;


(ii) in respect of uncertificated CS Shares, accept electronically through CREST
so that the TTE instruction settles as soon as possible.

All terms in this announcement have the same meaning (unless the context
otherwise requires) as in the Offer Document dated 20 March 2007.


Enquiries:

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         Tel: +44 (0) 207 583 5000
Limited and Hg Pooled Management Limited)             
Simon Boadle
Jonathan Ainsworth



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 Offer Document which contains 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.

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.


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 other 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 Computer Software
Group plc 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 Computer
Software Group plc 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.







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