This announcement is not for release, publication or distribution in whole or
in part, directly or indirectly, in, into or from the United States, Canada,
Japan or any other Prohibited Jurisdiction if to do so would constitute a
violation of the relevant laws of such other Prohibited Jurisdiction.
11 April 2008
Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK
plc ("ComputerLand") - Acceptance Update
On 11 March 2008, Capita made a recommended cash offer (the "Offer") for the
entire issued and to be issued share capital of ComputerLand. Later on 11 March
2008, Capita announced that, following the purchase of 3,800,000 ComputerLand
Shares representing approximately 37.2 per cent. of the existing issued share
capital of ComputerLand, the Offer constituted a mandatory offer under the
provisions of Rule 9 of the City Code on Takeovers and Mergers (the "City
On 17 March 2008, the Offer became unconditional in all respects following
further market purchases.
As at 1.00 pm (London Time) on 11 April 2008, Capita had received valid
acceptances from ComputerLand Shareholders in respect of 2,942,577 ComputerLand
Shares representing 28.3 per cent. of ComputerLand's existing issued share
Therefore, as at 1.00 pm (London Time) on 11 April 2008, Capita had acquired or
received valid acceptances from ComputerLand Shareholders in respect of, in
aggregate, 8,421,608 ComputerLand Shares representing 81.0 per cent. of
ComputerLand's existing issued share capital.
Prior to the announcement of the Offer on 11 March 2008, Capita had received
irrevocable undertakings to accept the Offer in respect of a total of 4,488,773
ComputerLand Shares, representing 43.9 per cent of the existing issued share
capital of ComputerLand. As at 1.00 pm (London Time) on 11 April 2008, valid
acceptances had been received in respect of 688,773 of these ComputerLand
Shares and a further 3,800,000 of these ComputerLand Shares had been acquired
by Capita by way of market purchases.
Cancellation of trading and compulsory acquisition
Capita intends to procure that ComputerLand applies, as soon as practicable, to
the London Stock Exchange for the cancellation of the admission to trading of
ComputerLand Shares on AIM. It is anticipated that such cancellation will take
place no earlier than 13 May 2008, being the twentieth business day following
the date of this announcement. The cancellation of the admission to trading of
ComputerLand Shares on AIM will significantly reduce the liquidity and
marketability of any ComputerLand Shares that are not acquired by Capita.
The Offer remains open until further notice. ComputerLand Shareholders who have
not yet accepted are urged to do so without delay.
Terms defined in the Offer Document have the same meaning in this announcement.
For further information:
Capita Tel: +44 (0)20 7799 1525
Paul Pindar, Chief Executive
Shona Nichols, Corporate Communications Director
Media enquiries only:
Caroline Mooney, Capita Press Office Tel: +44 (0)20 7654 2152 or
+44 (0)870 2400 488 out of
Landsbanki (financial adviser to Capita) Tel: +44 (0)20 7426 9000
Rashmi Sinha, Director
Emma Lowe, Associate Director
This announcement does not constitute, or form any part of, any offer or an
invitation to purchase or sell or, any solicitation of any offer to purchase,
sell or subscribe for any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information contained or referred
to in the Offer Document and the Form of Acceptance. The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom. The Offer Document will be available for public
inspection and will also be posted on Capita's website.
Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively as sole financial adviser to Capita and no one else in connection
with the Offer and will not be responsible to anyone other than Capita for
providing the protections afforded to clients of Landsbanki nor for providing
advice in relation to the Offer or any other matters referred to in this
Charles Stanley & Co. Limited ("Charles Stanley"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively as sole financial adviser to ComputerLand and no one else in
connection with the Offer and will not be responsible to anyone other than
ComputerLand for providing the protections afforded to clients of Charles
Stanley nor for providing advice in relation to the Offer or any other matters
referred to in this announcement.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from any such jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not
mail or otherwise distribute or send it in, into or from such jurisdiction, as
doing so may invalidate any purported acceptance of the Offer. Any person
(including, without limitation, any custodian, nominee and trustee) who would,
or otherwise intends to, or who may have a contractual or legal obligation to,
forward this announcement and/or any other related document to any jurisdiction
outside the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. The Offer
Document and the Form of Acceptance were dispatched by Capita to ComputerLand
Shareholders, other than certain Overseas ComputerLand Shareholders, (and, for
information only, to participants in the ComputerLand Share Schemes) on 11
March 2008. The Offer Document and the Form of Acceptance contain the full
terms and conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made only on the
basis of the information contained in the Offer Document and the Form of
Acceptance. The laws of relevant jurisdictions may affect the availability of
the Offer to overseas persons. Overseas persons, or persons who are subject to
the laws of any jurisdiction other than the United Kingdom, should inform
themselves about and observe any applicable legal and regulatory requirements.
The Offer Document is available for public inspection in the United Kingdom.
Dealings disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1 per cent. or more of any
class of "relevant securities" of ComputerLand, all "dealings" in any "relevant
securities" of ComputerLand (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 p.m. (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 ComputerLand, they will be deemed to be a single
person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of ComputerLand by Capita or ComputerLand, or by any of their
respective "associates", must be disclosed by no later than 12.00 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
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, you should contact the Panel.
If you are in any doubt as to what action you should take, or the contents of
this announcement, you should immediately seek your own personal financial
advice from your stockbroker, bank manager, solicitor, accountant, fund manager
or other independent financial adviser who, if you are taking advice in the
United Kingdom, is authorised under the Financial Services and Markets Act 2000
and specialises in advising on the acquisition of shares and other securities,
or, if you are taking advice outside the United Kingdom, is an appropriately
authorised independent financial adviser with such a specialism.