Guildford AcquisitionCo Limited
25 April 2007
Computer Software Group plc- 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
25 April 2007
Recommended cash offer for Computer Software Group plc by PricewaterhouseCoopers
LLP on behalf of Guildford AcquisitionCo Limited
Offer declared wholly unconditional
1. Offer declared wholly unconditional
Further to the announcement made on 11 April 2007, when Guildford AcquisitionCo
Limited ('Guildford AcquisitionCo') announced that the offer had become
unconditional as to acceptances, Guildford AcquisitionCo announces that all the
remaining conditions of the Offer have now been satisfied and/or waived.
Accordingly, the Offer has been declared wholly unconditional and will remain
open for acceptance until further notice.
2. Detailed level of acceptances
As at 1.00 p.m. (London time) on 24 April 2007, valid acceptances had been
received in respect of 67,252,709 CS Shares, representing approximately 97.4 per
cent. of CS' issued share capital of 69,081,317.
Prior to 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 at the date of that announcement (representing
approximately 43.0 per cent. of the issued share capital of CS). Valid
acceptances of the Offer have been received in respect of 29,679,037 of these CS
Shares subject to irrevocable undertakings and the letter of intent
(representing approximately 43.0 per cent. of the issued share capital of CS).
All of these acceptances are included in the total of valid acceptances referred
to above. In addition, Guildford AcquisitionCo received irrevocable undertakings
over a further 5,098,362 to be issued CS Shares (representing approximately 7.4
per cent. of the issued share capital of CS). All of these CS Shares have now
been issued and valid acceptances have been received in respect of all of these
CS Shares. All of these acceptances are included in the total level of valid
Persons deemed to be acting in concert with Guildford AcquisitionCo currently
hold 22,431,558 issued CS Shares (including 583,333 issued CS Shares which are
subject to the Share Exchange Agreement) representing approximately 32.5 per
cent of the existing issued share capital of CS. Valid acceptances of the Offer
in respect of 21,748,225 of these CS Shares have been received and are included
in the total level of acceptances above. Further detail on these holdings is set
out in the Offer Document.
Accordingly, as at 1.00 p.m. (London time) on 24 April 2007, Guildford
AcquisitionCo is either interested in or has received valid acceptances in
respect of 67,836,042 CS Shares, representing approximately 98.2 per cent of the
issued share capital of CS.
Settlement of the consideration due under the Offer will be effected by the
issue of cheques or the crediting of CREST accounts on or before 8 May 2007 to
CS Shareholders who have validly accepted the Offer on or before 24 April 2007.
Thereafter, consideration will be dispatched to CS Shareholders who validly
accept the Offer within 14 days of receipt of an acceptance valid in all
4. Delisting and Compulsory Acquisition
Application will be made to the London Stock Exchange for the cancellation of
the admission to trading of CS Shares on AIM, which is expected to take effect
from 25 May 2007, being 20 Business Days following the date of this
In addition Guildford AcquisitionCo intends in due course to implement the
procedures set out in Sections 428 - 430F (inclusive) of the Companies Act to
acquire compulsorily any outstanding CS Shares to which the Offer relates.
CS Shareholders who wish to accept the Offer and who have not already done so
(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;
(ii) in respect of uncertificated CS Shares, accept electronically through CREST
so that the TTE instruction settles as soon as possible.
Terms used in this announcement shall have the meaning given to them in the
Offer Document dated 20 March 2007.
Guildford AcquisitionCo Limited
Alex King Tel: +44 (0) 207
Kai Romberg Tel: +44 (0) 207
Neil Bennett (Maitland) Tel: +44 (0) 207
(Financial adviser to Guildford AcquisitionCo Limited and Hg Tel: +44 (0) 207
Pooled Management Limited) 583 5000
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.
This information is provided by RNS
The company news service from the London Stock Exchange