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IBS OPENSystems plc (OPN)

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Friday 27 June, 2008

IBS OPENSystems plc

Capita Offer Declared Uncondi

RNS Number : 6842X
IBS OPENSystems plc
27 June 2008
 



For immediate release


27 June 2008


Not for release, publication or distribution in whole or in part, directly or indirectly, in, 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 of 187.85 pence per Share

for IBS OPENSystems plc ("IBS")

by The Capita Group Plc ("Capita")


OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS


It was announced on 5 June 2008 that the Boards of Capita and IBS had reached agreement on the terms of a recommended cash offer to be made by Capita to acquire the whole of the issued and to be issued share capital of IBS. Under the terms of the Offer, IBS Shareholders will receive, for each IBS Share held, 187.85 pence in cash. The Offer Document setting out the full terms of the Offer was posted to IBS Shareholders on 5 June 2008.


Capita announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if Capita decides to close the Offer.


Level of acceptances


Capita announces that, as at 1.00 p.m. (London time) on 26 June 2008, valid acceptances of the Offer had been received in respect of a total number of 32,890,344 IBS Shares, representing approximately 86.10 per cent. of the existing issued share capital of IBS (excluding 1,200,000 Treasury Shares).


On 6 June 2008, Capita announced in compliance with the provisions of Rule 8.1 of the City Code on Takeovers and Mergers that on 5 June 2008 it had purchased 3,755,435 IBS Shares representing approximately 9.83 per cent. of the existing issued share capital of IBS (excluding 1,200,000 Treasury Shares) from certain institutional shareholders at the Offer Price of 187.85 pence per IBS Share.


Accordingly, as at 1.00 p.m. (London time) on 26 June 2008, Capita had received valid acceptances in respect of, or owns, in aggregate, 36,645,779 IBS Shares representing approximately 95.93 per cent. of the existing issued share capital of IBS (excluding 1,200,000 Treasury Shares).


Further details of the level of acceptances


As at 1.00 p.m. (London time) on 26 June 2008, valid acceptances had been received in respect of, or Capita has acquired, in aggregate, 21,245,046 IBS Shares being all of the IBS Shares that were the subject of irrevocable undertakings to accept the Offer, representing approximately 55.62 per cent. of IBS's existing issued share capital and such acceptances are included in the total number of valid acceptances or IBS Shares owned by Capita referred to above.


As at 1.00 p.m. (London time) on 26 June 2008, valid acceptances had been received in respect of a total number of 5,397,014 IBS Shares that were the subject of letters of intent to accept the Offer, representing approximately 14.13 per cent. of IBS's existing issued share capital and such acceptances are included in the total number of valid acceptances or IBS Shares owned by Capita referred to above. Acceptances have not yet been received in respect of 143,167 IBS Shares in relation to which a letter of intent to accept the Offer had been received. Valid acceptances in respect of 60,745 IBS Shares (or derivatives referenced to such shares) owned by ESW Roskill of Strata Partners, which is acting in concert with Capita as its exclusive financial adviser in respect of this transaction, had been received by 1.00 p.m. (London time) on 26 June 2008.


Save as set out in this announcement, no valid acceptances in respect of IBS Shares had been received either from persons acting in concert with Capita or which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.


As at 1.00 p.m. (London time) on 26 June 2008, neither Capita nor any of its directors, nor, so far as Capita is aware, any person acting in concert with Capita (i) had any interest in or right to subscribe for any relevant securities of IBS, nor (ii) had any short positions in respect of any relevant securities of IBS (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative agreement, any agreement to sell or any delivery obligation or right to require another person to take delivery, nor (iii) had borrowed or lent any relevant securities of IBS (save for any borrowed shares which had been on-lent or sold).


Directorate change


The Board of IBS announces that Tim Curtis, Robert Horvath and Mark Loveland have resigned from their office as directors of all the IBS Group companies and Gordon Hurst, Simon Pilling, Kevin Dady and Andrew Parker have joined the IBS Board with effect from 27 June 2008.


Gordon Mark Hurst (46) is a director of The Capita Group Plc and is and has been a director of a number of other companies, including subsidiaries of The Capita Group Plc. Details on these directorships are set out in schedule I to this announcement.


Simon Christopher Pilling (46) is a director of The Capita Group Plc, Capita Business Services Limited, Capita Cyprus Holdings Limited, Capita International Limited, Capita Offshore Services Private Limited and Evolvi Rail Systems Limited. He was previously a director of Myshares Limited.


Kevin Peter Dady (43) is a director of CPFR Solutions Limited, Capita Business Services Limited, Capita Financial Software Limited, Quay Software Solutions Limited, Randall Lyons Limited and Right Stuff Staff Limited. He was previously a director of Cybersword Software Limited, Enforms Limited, Ezquote Limited, Learn How Publications Limited, My Money Adviser Limited, Myshares Limited, Quay New Media Limited and Synaptic Systems Limited.


Andrew George Parker (39) is a director of Capita Business Services Limited, Capita International Limited, Capita Offshore Services Private Limited and Evolvi Rail Systems Limited. He is an alternate director of Service Birmingham Limited.


Save for the information disclosed above, there is no other information required to be disclosed under Rule 17 and Schedule Two, paragraph (g) of the AIM Rules for Companies in connection with the appointment of Gordon Hurst, Simon Pilling, Kevin Dady and Andrew Parker as directors of IBS.


Settlement


The consideration to which any IBS Shareholder is entitled under the Offer is expected to be despatched (or credited through CREST) to validly accepting IBS Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described in paragraphs 15(a) or 15(b) of Part II of the Offer Document.


To accept the Offer


In order to accept the Offer in respect of IBS Shares held in certificated form, IBS Shareholders who have not already done so should complete, sign, have witnessed (as required) and return the Form of Acceptance together with the relevant share certificate(s) or other documents of title, in accordance with the instructions printed thereon by post or (during normal business hours only) by hand to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.


In order to accept the Offer in respect of IBS Shares held in uncertificated form (that is, in CREST), IBS Shareholders should read paragraph 14(b) of the letter from Capita in Part II of the Offer Document and Part D of Appendix I to the Offer Document and follow the procedure for electronic acceptance through CREST so that the TTE Instruction settles as soon as possible. 


IBS Shareholders who are a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instructions to Euroclear.


De-listing and cancellation of trading on AIM and compulsory acquisition


Capita intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily on the same terms as the Offer the remaining IBS Shares not already acquired or agreed to be acquired by Capita pursuant to the Offer.


As stated in the Offer Document, Capita intends to take steps to procure, as soon as practicable, the making of an application by IBS to the London Stock Exchange for the cancellation of admission to trading of IBS Shares on AIM and a further announcement will be made giving at least 20 Business Days notice prior to the anticipated cancellation of admission to trading on AIM. It is also anticipated that, after the cancellation of admission, IBS will be re-registered as a private company under the relevant provisions of the CA 1985. IBS Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and marketability of IBS Shares not acquired under the Offer. Once cancellation has taken effect, IBS shareholders will no longer be able to effect transactions in IBS Shares on AIM.


Additional Forms of Acceptance are available from Capita Registrars, Corporate Actions by telephoning 0871 664 0321 or +44 20 8639 3399 (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.


Please note that for legal reasons, Capita Registrars will only be able to provide you with information contained in the Offer Document and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer Document.


Terms used in this announcement have the same meaning given to them in the Offer Document.


Enquiries:


The Capita Group Plc

Tel: +44 (0)20 7799 1525

Paul Pindar, Chief Executive


Shona Nichols, Corporate Communications Director


Caroline Mooney, Capita Press Office




Strata Partners (financial adviser to Capita)

Tel: +44 (0)20 7730 1200

Edward Roskill




Financial Dynamics (financial PR to Capita)

Tel: +44 (0)20 7831 3113

Andrew Lorenz




IBS OPENSystems plc

Tel: +44 (0)1635 550 088

Tim Curtis, Chairman


Richard Smith, Chief Executive




Numis (financial adviser, nominated adviser and corporate broker to IBS)

Tel: +44 (0)20 7260 1000

Jag Mundi


Brent Nabbs


James Black




Citigate Dewe Rogerson (financial PR to IBS)

Tel: +44 (0)20 7638 9571

Sebastian Hoyle


Justin Griffiths



Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for 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 Strata Partners nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.


Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IBS and no one else in connection with the Offer and will not be responsible to anyone other than IBS for providing the protections afforded to clients of Numis nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.


This announcement is not an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction. The Offer is being made solely by means of the Offer Document, and, in respect of IBS Shares in certificated form, the Form of Acceptance. 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 (if appropriate), which will contain the full terms and conditions of the Offer including details of how it may be accepted.


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.


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


Unless otherwise determined by Capita and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or of any Prohibited Jurisdiction and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of this announcement, are not being, and must not be, directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the Offer.


Further details in relation to Overseas IBS Shareholders are contained in the Offer Document.


In accordance with normal UK market practice, Capita or any person acting on its behalf may from time to time make certain market or private purchases of, or make arrangements to purchase, directly or indirectly, IBS Shares other than pursuant to the Offer. Any information about such purchases will be publicly announced as required by law or regulation in the UK.


Schedule I


Gordon Hurst is currently a director or a company secretary of the following companies:


1st Remedy Repair & Maintenance Co Limited

Barrowview Limited

Beckman Unit Trust Management Limited

Capita Aurora Leasing Limited

Capita Business Services Limited

Capita Company Secretarial Services Limited

Capita Corporate Director Limited

Capita Financial Administration Limited

Capita Hartshead Pensions Ltd

Capita Holdings Limited

Capita Land Limited

Capita Treasury Services Limited

Capita Turner & Townsend JV Limited (Dissolved)

City Financial Services & Investments Limited

Eastgate Management Services Limited

Eastgate Policy Processing Limited

Eastgate Technology Services Limited

Eastgate Treasury Services Limited

EDM Architects Limited

Homepark Limited

Randall Holdings Limited (dissolved 27.7.04)

Recall Development Limited

Recall Executive Search Limited

Recall Front Line Limited

Recall Select Limited

Royal Exchange Trustees Limited

RSA (LLRP) TRUSTEE LIMITED

Service Birmingham Limited

The Capita Group Plc

The Capita Group Plc

The Trustees of the Capita Eastgate Group Retirement Savings Scheme

The Trustees of the Capita Group Money Purchase Scheme

The Trustees of the Capita Pension and Life Assurance Scheme

The Trustees of the Eastgate Assistance Retirement Benefit Scheme

The Trustees of the Eastgate Assistance Retirement Benefit Scheme

The Trustees of the Mclaren Dick & Company Ltd Pension & Assurance Scheme



Gordon Hurst has previously been a director or a company secretary of the following companies:


Academy Income Management Limited

Academy Information Systems Limited

Adendell Limited

Art Holdings (U.K.) Limited

Art Inc (U.K.) Limited

BDML Connect Limited

BDML Insurance Solutions Limited

Brokers Educational Supply Teachers Underwriting Agency Limited

Brokers Educational Supply Teachers Underwriting Agency Limited

Brownsword (Denton) Limited

Brownsword (Denton) Limited

Brownsword Investigations Limited

Brownsword Investigations Limited

Bylander Waddell Associates Limited

C I Registrars Limited

Capita (LLRP) Trustee Limited

Capita Absence Management Services Limited

Capita Absence Management Services Limited

Capita Aurora Leasing Limited

Capita Aurora Limited

Capita Aurora Limited

Capita Business Services Limited

Capita Business Support Services Ireland Limited

Capita Business Support Services Ireland Limited

Capita Business Travel Limited

Capita Commercial Services Limited

Capita Commercial Services Limited

Capita Corporate Finance Limited

Capita Corporate Registrars Public Limited Company

Capita Corporate Registrars Public Limited Company

Capita Corporate Trustees Limited

Capita Corporate Trustees Limited

Capita DBS Limited

Capita DBS Limited

Capita EC Limited

Capita Financial Group Limited

Capita Financial Services Limited

Capita FM (Extra Services) Limited

Capita Grosvenor Limited

Capita Gwent Consultancy Limited

Capita Harford

Capita Harford

Capita Hartshead Limited

Capita Health Limited

Capita Health Solutions Limited

Capita Health Solutions Limited

Capita Insurance Services Group Limited

Capita Insurance Services Group Limited

Capita International Limited

Capita Inverita Limited

Capita Inverita Limited

Capita IRG Trustees (Nominees) Limited

Capita IRG Trustees (Nominees) Limited

Capita Land Limited

Capita Life & Pensions Regulated Services Limited

Capita Life & Pensions Regulated Services Limited

Capita Life & Pensions Services (Ireland) Limited

Capita Life & Pensions Services Limited

Capita Life & Pensions Services Limited

Capita London Market Services Limited

Capita Management Consultancy Limited

Capita Management Consultants Limited

Capita Mclarens Limited

Capita Mclarens Limited

Capita PPML Limited

Capita Quest Trustees Limited

Capita Quest Trustees Limited

Capita RAS Ltd

Capita Registrars Beckenham Limited

Capita Registrars Limited

Capita Resourcing Limited

Capita Share Plan Services Limited

Capita SIP Services Limited

Capita Software Limited

Capita Software Limited

Capita Support Services PVT Ltd

Capita Support Services PVT Ltd

Capita Symonds (Structures) Limited

Capita Symonds Group Limited

Capita Symonds Limited

Capita Symonds Limited

Capita Tomkins Limited

Capita Tracing Solutions Limited

Capita Trust Company (Ireland) Limited

Capita Trust Company (Ireland) Limited

Capstan Associates (Newcastle) Limited

Capstan Associates (South Yorkshire) Limited

Capstan Limited

Capstan Northern Limited

CNB Design Limited

CNB Design Limited

Connaught St Michaels Limited

Cost Auditing Holdings Limited

Cost Auditing Limited

COV Tech Systems Limited

Crest Systems Limited

CTD Capita Limited

CTD Capita Limited

CTD Pre-Press Limited

Cybersword Software Limited

Dolphin Computer Services (Holdings) Limited

Dolphin Computer Services Limited

Drivesafe Services Limited

Eastgate Assistance (Wills) Limited

Eastgate Broker Services Limited

Eastgate Connections Limited

Eastgate Insurance Market Solutions Limited

Eastgate Insurance Services Limited

Educational Support Services Limited

Electronic Data Management Limited

Electronic Data Management Limited

EMIS (Northern Ireland) Limited

EMIS (Northern Ireland) Limited

EMIS Limited

Equita Limited

Equita Limited

Equitable Holdings Limited

Flambard Registrars Limited

GPA Holdings Limited

Greatorex Limited

Grosvenor Career Services Limited

Harford Financial Services Limited

Harford Financial Services Limited

IRG (Pension Trustees) Limited

IRG (Pension Trustees) Limited

John Crilley Limited

Lakeland Projects Limited

Learn How Publications Limited

Learn How Publications Limited

LHR Education Limited

Lonsdale Travel Limited 

Madagans Limited

Mclarens (Ireland) Limited

Micromedia Limited

Micromedia Limited

Mission Assurance and Testing Limited

Mission Assurance and Testing Limited

Mission Testing Europe Limited

Mission Testing Europe Limited

Mission Testing Limited

Mission Testing Limited

Montagu Evans Consultancy Services Limited

Moorgate Registrars Limited

Moorgate Registrars Limited

MPM Capita Limited

Myshares Limited

Northern Registrars Limited

Northern Registrars Trustees Limited

P & B (Run Off) Limited

Penn Communications Limited

Personal Pension Management Ltd

Pinco 1853 Limited

Pinco 1853 Limited

Premium Central Limited

Premium Central Limited

Quality Teachers Limited

Randall Lyons Limited

Recall Recruitment Limited

Regis Registrars Limited

Resource Management Limited

Rex Recruitment Limited

Right Stuff Staff Limited

RIPA International Limited

Royal Exchange Trust Company (BG) Limited

Royal Exchange Trust Company (BPP) Limited

Royal Exchange Trust Company (EPP) Limited

Royal Exchange Trust Company Limited

Royal Exchange Trust Company Limited

Royal Exchange Trustee Nominees Limited

Royal Exchange Trustee Nominees Limited

Sector Holdings Limited

Sector Management Limited

Sector Treasury Services Limited

SIMS Holdings Limited

SIMS Limited

SIMS Support Services Limited

Social Housing (London) Limited

Social Housing Group Limited

Solicitors Solutions Limited

Stentiford Close Registrars Limited

Symonds Group (Holdings) Limited

Symonds Group (Holdings) Limited

Symonds Group (Property) Limited

Symonds Group (Property) Limited

Symonds Group Limited

Symonds Group Limited

Symonds International Limited

Symonds International Limited

Symonds Limited

Symonds Limited

Symonds Travers Morgan Limited

Symonds Travers Morgan Limited

Symonds Woolf Limited

Symonds Woolf Limited

Thornside Limited

Tozer Capita Limited

Two-Ten Communications Limited

Urban Vision Partnership Limited

Whalley & Saunders Limited

Williams Campbell Limited

Williams Campbell Limited

Woolf Construction Management Limited

Woolf Construction Management Limited

Woolf International Leisure Limited

Woolf International Leisure Limited

Woolf Limited

Woolf Limited

Woolf Project Management Limited

Woolf Project Management Limited

Wynchgate Insurance Brokers Limited

Wynchgate Insurance Brokers Limited






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