Recommended cash offer for Computerland UK plc
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 March 2008
Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK
plc ("ComputerLand")
Summary
- Capita has reached agreement with the ComputerLand Board on the terms of a
recommended cash offer to acquire the issued and to be issued share capital of
ComputerLand at a price of 270 pence per ComputerLand Share, valuing the fully
diluted ordinary share capital of ComputerLand at approximately £28.9 million.
- Capita has received irrevocable undertakings to accept or procure the
acceptance of the Offer in respect of 4,488,773 ComputerLand Shares
representing 43.9 per cent. of the issued share capital of ComputerLand.
- ComputerLand provides services designed to improve business
productivity, increase the quality of IT and reduce IT costs to corporate
clients. The acquisition of ComputerLand will add substantially to the breadth
and depth of Capita's existing capability, particularly the bringing together
of both companies' managed IT services. In addition, the increased scale will
enable Capita to offer enhanced propositions to existing and new clients.
- ComputerLand's managed IT services business has a growing,
high-quality customer base and a significant proportion of ComputerLand's
product sales are derived from managed services customers which include O2,
British Sugar, Experian and Heinz. In the year ended 30 April 2007,
ComputerLand generated total revenues of £67 million including contracted
revenues of £18.6 million.
Commenting on the Offer, Paul Pindar, Chief Executive of Capita, said:
"ComputerLand's existing customer base and range of services
complements our existing IT services business and the acquisition will give us
greater breadth and depth of expertise with which to assist existing clients
and provide genuine `value added' services to new ones. We see particularly
exciting growth prospects for the managed services side of the business, where
Capita's established strength in the UK outsourcing market will add further
credibility and scale to ComputerLand, allowing it to consider a wider range
of potential customers and projects. We have been a client of ComputerLand
since 2001 and look forward to its inclusion within the Capita Group."
Commenting on the Offer, Graham Gilbert, Chairman and Chief Executive of
ComputerLand, said:
"The ComputerLand Board believes that the offer from Capita of 270 pence in
cash per ComputerLand share provides both an attractive premium and certainty
of value today for ComputerLand shareholders. We believe that the Capita Group
has the financial resources and expertise to invest actively in the future
development of the ComputerLand business, thus enhancing ComputerLand's
position and that ComputerLand will benefit significantly from being part of
the Capita Group."
- The price of 270 pence for each ComputerLand Share represents a premium of
approximately:
- 31 per cent. to the Closing Price of 206.0 pence per ComputerLand Share on
10 March 2008, being the last Business Day prior to this announcement;
- 40 per cent. to the average Closing Price of approximately 193.2 pence per
ComputerLand Share for one month prior to 10 March 2008, being the last
Business Day prior to this announcement;
- 40 per cent. to the average Closing Price of approximately 192.7 pence per
ComputerLand Share for three months prior to 10 March 2008, being the last
Business Day prior to this announcement; and
- 27 per cent. to the average Closing Price of approximately 212.1 pence per
ComputerLand Share for the 12 months prior to 10 March 2008, being the last
Business Day prior to this announcement.
- The ComputerLand Board, which has been so advised by Charles Stanley & Co.
Limited ("Charles Stanley"), unanimously considers the terms of the Offer to
be fair and reasonable to ComputerLand Shareholders as a whole. In providing
advice to the ComputerLand Board, Charles Stanley has taken into account the
commercial assessments of the ComputerLand Directors. Accordingly, the
ComputerLand Directors unanimously recommend that ComputerLand Shareholders
accept the Offer, as all the ComputerLand Directors have irrevocably
undertaken to do or procure, in respect of their own and their spouses' and
related trusts' beneficial holdings of ComputerLand Shares (unless Capita
otherwise acquires such ComputerLand Shares), which amount in aggregate to
3,810,000 ComputerLand Shares, representing, approximately 37.3 per cent. of
the existing issued share capital of ComputerLand.
Further information on the terms and conditions to which the Offer will be
subject are contained in Appendix 1 to this announcement and will be contained
in the Offer Document, which Capita expects to post to ComputerLand
Shareholders no later than 5:00 p.m. today.
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
announcement.
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.
This summary should be read in conjunction with the full text of the attached
announcement. Appendix 1 to this announcement contains the conditions of and
certain further information about the Offer. Appendix 2 to this announcement
contains source notes relating to certain information presented in this
announcement. Certain terms used in this announcement are defined in Appendix
3 to this announcement.
Terms used in this summary shall have the meaning given to them in the full
announcement.
For further information:
Capita Tel: +44 (0)20 7799 1525
Paul Pindar, Chief Executive
Shona Nichols, Corporate Communications Director
Caroline Mooney, Capita Press Office Tel: +44 (0)20 7654 2152 or
+44 (0)870 2400 488 out of hours
Landsbanki (financial adviser to Capita) Tel: +44 (0)20 7426 9000
Rashmi Sinha, Director
Emma Lowe, Associate Director
ComputerLand Tel: +44 (0)115 931 8000
Graham Gilbert, Chairman & Chief Executive
Mike Kent, Finance Director
Charles Stanley (financial adviser to Tel: +44 (0)20 7149 6000
ComputerLand)
Mark Taylor, Managing Director
Richard Thompson, Head of Corporate Finance
It is intended that the Offer Document and the Form of Acceptance will be
posted to ComputerLand Shareholders (other than those in any Prohibited
Jurisdiction) no later than 5:00 p.m. today. The Offer Document and the Form
of Acceptance will in any event be posted within twenty eight days of this
announcement, unless otherwise agreed with the Panel.
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.
The ComputerLand Directors accept responsibility for the information contained
in this announcement relating to ComputerLand, the ComputerLand Group, the
ComputerLand Directors and the members of their immediate families, related
trusts and persons connected with them (save, in each case, for information on
Capita's future plans for ComputerLand, the ComputerLand Group and its
management and employees). The Capita Directors accept responsibility for all
other information contained in this announcement. To the best of the knowledge
and belief of the ComputerLand Directors and the Capita Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they each accept responsibility is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
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. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Japan or any Prohibited Jurisdiction. Persons
who are not resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements.
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 securities
exchange of any jurisdiction where to do so would violate the laws of that
jurisdiction and will not be capable of acceptance in, or by any such use,
means or facility or from within, any such jurisdiction. Accordingly, unless
otherwise determined by Capita, 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.
Further details in relation to Overseas ComputerLand Shareholders will be
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, ComputerLand 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.
Forward-looking statements
This announcement includes certain statements about ComputerLand or Capita
(and their respective groups and/or subsidiary undertakings) that are or may
be forward-looking statements. All statements other than statements of
historical facts included in this announcement may be forward-looking
statements. These statements are based on the current expectations of the
management of ComputerLand or Capita (as the case may be) and are naturally
subject to uncertainty and changes in circumstances. The forward-looking
statements contained herein may include statements about the expected effects
on ComputerLand or Capita, following the Offer becoming or being declared
unconditional in all respects, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intend", "expect", "anticipate", "target", "estimate", "goal",
"believe", "will", "may", "should", "would", "could", "plan" or words of
similar meaning or import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will or may occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed in, or implied by, such forward-looking statements. These factors
include, but are not limited to, the satisfaction of the conditions to the
Offer, and the Capita Group's ability to successfully integrate the operations
and employees of ComputerLand, as well as additional factors, such as changes
in economic conditions, changes in the level of capital investment, success of
business and operating initiatives and restructuring objectives, customers'
strategies and stability, changes in the regulatory environment, fluctuations
in interest and exchange rates, the outcome of litigation, government actions
and natural phenomena such as floods, earthquakes and hurricanes. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Investors should not
place undue reliance on such forward-looking statements and neither
ComputerLand nor Capita undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
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.
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 March 2008
Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK
plc ("ComputerLand")
1. Introduction
The boards of Capita and ComputerLand are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by
Capita for the entire issued and to be issued share capital of ComputerLand.
2. The Offer
The Offer will be for the entire issued and to be issued share capital of
ComputerLand and will be subject to the conditions and further terms contained
in Appendix 1 to this announcement and to the conditions and further terms to
be set out in the Offer Document and, in respect of ComputerLand Shares in
certificated form, in the Form of Acceptance. The Offer will be made on the
following basis:
For each ComputerLand Share 270 pence in cash
The terms of the Offer value the current issued and to be issued
share capital of ComputerLand at approximately £28.9 million which represents
a premium of approximately:
(i) 31 per cent. to the Closing Price of 206.0 pence per
ComputerLand Share on 10 March 2008, being the last Business Day prior to this
announcement;
(ii) 40 per cent. to the average Closing Price of approximately
193.2 pence per ComputerLand Share for one month prior to 10 March 2008, being
the last Business Day prior to this announcement;
(iii) 40 per cent. to the average Closing Price of approximately
192.7 pence per ComputerLand Share for three months prior to 10 March 2008,
being the last Business Day prior to this announcement; and
(iv) 27 per cent. to the average Closing Price of approximately
212.1 pence per ComputerLand Share for the 12 months prior to 10 March 2008,
being the last Business Day prior to this announcement.
The ComputerLand Shares will be acquired pursuant to the Offer by Capita fully
paid and free from liens, equities, mortgages, charges, encumbrances, rights
of pre-emption and other third party rights or interests of any nature
whatsoever and together with all rights now or hereafter attaching thereto,
including all voting rights and the right to receive and retain all dividends
and other distributions announced, declared, made or paid on or after the date
of this announcement together with all interest accrued thereon.
3. Background to and reasons for recommending the Offer
ComputerLand focuses on providing organisations with essential IT services
designed to improve business productivity, to increase the quality of IT
services and to reduce IT costs. ComputerLand's products and services enable
customers to improve the acquisition, implementation, management and support
of their IT infrastructure. ComputerLand employs over 400 full time employees
and has a strong customer base, including O2, British Sugar, Experian and
Heinz.
ComputerLand joined AIM on 19 September 1997 with a market capitalisation of
£6 million, at an issue price of 100 pence per ComputerLand Share. The
ComputerLand Group's turnover has grown steadily over the last eleven years
from £8.4 million in the year ended 30 April 1996 to £67.0 million in the year
ended 30 April 2007. Profit before tax (stated before share-based payments and
goodwill amortisation) has risen from £0.15 million to £2.8 million in the
same period.
The year to 30 April 2007 saw ComputerLand's best ever results with sales,
profit before tax and earnings per share (both stated before share based
payments and goodwill amortisation) all reaching record levels. The interim
results for the period to 31 October 2007 showed that managed services,
project services and product supply businesses all performed strongly during
the first six months of the financial year to 31 October 2007. Revenues of the
ComputerLand Group during the six-month period ended 31 October 2007 increased
by 10 per cent. to £33.9 million with services revenues growing by 13 per
cent. to £11.4 million.
The ComputerLand Board believes that the Offer from Capita of 270 pence in
cash per ComputerLand Share provides both an attractive premium and certainty
of value today for ComputerLand Shareholders, particularly given the current
uncertainty in general economic conditions.
Furthermore, the ComputerLand Board also believes that ComputerLand will
benefit significantly from being part of the Enlarged Capita Group. The Capita
Group has the financial resources and expertise to invest actively in the
future development of the ComputerLand business, thus enhancing ComputerLand's
competitive position.
ComputerLand provides managed IT services and IT product reseller services,
which Capita believes will fit well alongside Capita's IT services businesses.
Capita has had a trading relationship with ComputerLand since 2001. In the
year to 31 December 2007, Capita's turnover with ComputerLand was
approximately £11 million.
Capita has received irrevocable undertakings to accept the Offer from
ComputerLand Shareholders holding 43.9 per cent. of the existing issued share
capital of ComputerLand including Graham Gilbert who has a beneficial interest
of 37.2 per cent. of the existing issued share capital of ComputerLand. In the
event of the Offer becoming unconditional in all respects and the ComputerLand
Shares being de-listed, ComputerLand Shareholders who do not accept the Offer
may find that they own shares in an unlisted company controlled by Capita.
As a result, the ComputerLand Board, who has been so advised by Charles
Stanley, unanimously recommends that ComputerLand Shareholders accept the
Offer.
4. Unanimous recommendation
The ComputerLand Board, which has been so advised by Charles Stanley,
unanimously considers the terms of the Offer to be fair and reasonable to
ComputerLand Shareholders as a whole. In providing advice to the ComputerLand
Board, Charles Stanley has taken into account the commercial assessments of
the ComputerLand Directors.
Accordingly, the ComputerLand Directors unanimously recommend ComputerLand
Shareholders to accept the Offer, as all the ComputerLand Directors have
irrevocably undertaken to do or procure, in respect of their own and their
spouses' and related trusts' beneficial holdings of ComputerLand Shares
(unless Capita otherwise acquires such ComputerLand Shares), which amount in
aggregate to 3,810,000 ComputerLand Shares, representing, approximately 37.3
per cent. of the existing issued share capital of ComputerLand.
5. Background to and reasons for the Offer
ComputerLand provides managed IT services and IT product reseller
services, which Capita believes will fit well alongside Capita's existing IT
services business. Capita has had a trading relationship with ComputerLand
since 2001. In the year to 31 December 2007, Capita's turnover with
ComputerLand was approximately £11 million.
It is anticipated that ComputerLand will operate as a separate
business unit, drawing upon and sharing Capita's support and sales
opportunities. The Capita Board believes that the acquisition of ComputerLand
has the following attractions:
(a) ComputerLand's managed IT services business has a growing,
high-quality customer base and a significant proportion of ComputerLand's
product sales are derived from managed services customers which include O2,
British Sugar, Experian and Heinz. In the year ended 30 April 2007,
ComputerLand generated total revenues of £67 million including contracted
revenues of £18.6 million.
(b) Capita's established leading position in the UK Business
Process Outsourcing market will add further credibility and scale to
ComputerLand's managed services business, allowing the business to bid for a
greater range of substantial opportunities than is currently possible; and
(c) Capita can retain additional margin within the Enlarged Capita
Group, by directing all of its IT product expenditure through ComputerLand. In
this regard, Capita spent approximately £11 million on IT product with
alternative suppliers in the year to 31 December 2007.
6. Irrevocable undertakings to accept the Offer
As at the date of this document, Capita has 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 (including in respect of 37.3 per cent. of the
existing issued share capital of ComputerLand in which the ComputerLand
Directors have a beneficial interest). The irrevocable undertakings received
by Capita are as follows:
(a) provided that this announcement is made and the Offer Document
is posted to ComputerLand Shareholders on or before 11:59 p.m. on the date of
this announcement, ComputerLand Directors have given irrevocable undertakings
to accept the Offer (unless Capita has already acquired the ComputerLand
Shares the subject of the irrevocable undertakings) in respect of 3,810,000
ComputerLand Shares in which they are interested, representing approximately
37.3 per cent. of the existing issued share capital of ComputerLand. These
irrevocable undertakings will remain binding in the event of a Competing Offer
for ComputerLand. The number of ComputerLand Shares to which each undertaking
relates is stated below, together with the proportion of the existing issued
share capital of ComputerLand which those ComputerLand Shares represent:
ComputerLand Directors Number of ComputerLand Percentage of existing
Shares issued share capital
Graham Gilbert* 3,800,000 37.2
Julie Baddeley 10,000 0.1
*1,000,000 of the ComputerLand Shares of which Graham Gilbert is
interested are held in the name of his spouse, Deborah Gilbert
(b) Turcan Connell Solicitors have irrevocably undertaken to
accept the Offer in respect of 335,823 ComputerLand Shares over which it has
discretionary control, representing approximately 3.3 per cent. of the
existing issued share capital of ComputerLand. This undertaking will cease to
be binding if a competing offer is made for ComputerLand which represents a
value of not less than 115 per cent. of the value per ComputerLand Share under
the Offer; and
(c) Northern Venture Trust PLC has irrevocably undertaken to accept
the Offer in respect of 342,950 ComputerLand Shares over which it has
discretionary control, representing approximately 3.4 per cent. of the
existing issued share capital of ComputerLand. This undertaking will cease to
be binding if a competing offer is made for ComputerLand which represents a
value of not less than 115 per cent. of the value per ComputerLand Share under
the Offer.
7. Information on the ComputerLand Group
ComputerLand is a provider of IT services and IT product reseller
services to medium and large sized UK companies.
ComputerLand employs over 400 full time employees and has a strong
customer base, including O2, British Sugar, Experian and Heinz. ComputerLand
is a public limited company registered in England and Wales and is listed on
AIM under the symbol CPU (ISIN Number GB0001500353).
For the six months ended 31 October 2007, ComputerLand reported,
for its continuing businesses, revenues of £33.9 million. For the year ended
30 April 2007, ComputerLand reported revenues of £67.0 million (2006: £59.3
million) and profit before tax (stated before share-based payments and
goodwill amortisation) of £2.8 million (2006: £2.2 million). ComputerLand's
net assets and cash at bank as shown in its interim statement to 31 October
2007 were £4.7 million and £8.7 million respectively.
8. Information on and current trading and prospects for, the Capita Group
Capita is a leading provider of integrated professional support
service solutions. The Capita Group's service capabilities encompass customer
services, insurance services, human resource services, software services,
systems and strategic support and property services delivered to both public
sector and private organisations. Capita, a FTSE 100 company, is quoted on the
London Stock Exchange, with a current market capitalisation as at 10 March
2008 (the latest practicable date prior to this announcement) of approximately
£4,168 million. For the year to 31 December 2007, Capita reported revenues of
£2,073 million (2006: £1,739 million), and profit before tax (stated before
goodwill amortisation) of £238 million (2006: £200 million). Capita's net
assets at 31 December 2007 were £332 million.
Capita performed strongly in 2007 with a number of new major
contracts won in the year, and has a strong pipeline for 2008 and beyond. The
Capita Board believes there is strong demand for outsourcing and the
businesses across the Capita Group are experiencing good trading conditions.
Capita's successes in 2007 and progress in the first weeks of 2008
underpin its continued growth in 2008. With healthy sales prospects, Capita is
positioned well for further strong performance thereafter.
9. Financing of the Offer
Full acceptance by all the ComputerLand Shareholders of the Offer would
require a cash payment by Capita of approximately £28.9 million. The cash
consideration payable under the Offer will be funded from an existing facility
and the existing cash resources of Capita.
Landsbanki is satisfied that the necessary cash resources are
available to Capita through its existing bank facilities to enable Capita to
satisfy the consideration payable as a result of full acceptance of the Offer.
10. ComputerLand management, employees and locations
Capita has given assurances to the ComputerLand Board that, upon
the Offer becoming or being declared unconditional in all respects, the
existing contractual employment rights of all employees of the ComputerLand
Group, including pension obligations, will be safeguarded.
Capita has also confirmed that ComputerLand's head office will
continue to be located in Nottingham.
Immediately following the Offer being declared unconditional in all
respects, Capita intends to appoint new directors to the ComputerLand Board
and the existing non-executive ComputerLand Directors, namely Giles Vardey and
Julie Baddeley, will resign from the ComputerLand Board from that time.
11. Inducement Fee
On 10 March 2008, ComputerLand entered into an agreement with Capita (with the
consent of the Panel) pursuant to which, provided that Capita had made this
announcement, posted the Offer Document to the ComputerLand Shareholders and
acquired not less than 30 per cent. of the ComputerLand Shares on or before
11:59 p.m. on the date of this announcement, ComputerLand has agreed, inter
alia, to pay Capita a fee equal to 1 per cent. of the value of the Offer
(inclusive of non-recoverable value added tax) if, following this
announcement:
(a) (i) any director of ComputerLand:
(A) withdraws or qualifies that recommendation; or
(B) modifies it in a manner which is adverse to Capita or which
reduces the likelihood of the Offer becoming wholly unconditional; and
(ii) subsequently the Offer lapses or is withdrawn in accordance
with its terms in relation to the non-fulfilment of the condition requiring a
minimum of 90 per cent. acceptances of the Offer, whether or not the Offer
also lapses or is withdrawn in relation to the non-fulfilment of any other
condition; or
(b) during the period before the Offer becomes or is declared
wholly unconditional or lapses or is withdrawn, either:
(i) a public announcement is made in respect of an actual or
contemplated Competing Offer and the Offer subsequently lapses or is withdrawn
in accordance with its terms in relation to the non-fulfilment of the
condition requiring a minimum of 90 per cent. acceptances of the Offer,
whether or not the Offer also lapses or is withdrawn in relation to the
non-fulfilment of any other condition; or
(ii) any other Substantial Transaction is publicly announced and
the Offer subsequently lapses or is withdrawn in accordance with its terms in
relation to the non-fulfilment of the condition requiring a minimum of 90 per
cent. acceptances of the Offer, whether or not the Offer also lapses or is
withdrawn in relation to the non-fulfilment of any other condition.
12. ComputerLand Share Schemes
The Offer extends to any ComputerLand Shares which are unconditionally
allotted or issued fully paid (or credited as fully paid) before the date on
which the Offer ceases to be open for acceptance (or such earlier date as
Capita, subject to the City Code, may decide) as a result of the exercise of
options or the vesting of awards granted under the ComputerLand Share Schemes.
If the Offer becomes or is declared unconditional in all respects, appropriate
proposals will be made by Capita to participants holding outstanding options
or awards pursuant to the ComputerLand Share Schemes in due course.
13. Disclosure of interests in ComputerLand relevant securities
As at the date of this announcement, neither Capita, nor any of the Capita
Directors, nor, so far as Capita or the Capita Directors are aware, any person
acting in concert with Capita for the purposes of the Offer, owns or controls
any ComputerLand Shares or any securities convertible or exchangeable into
ComputerLand Shares or any rights to subscribe for or purchase the same, or
holds any options (including traded options) in respect of, or has any option
to acquire, any ComputerLand Shares or has entered into any derivatives
referenced to ComputerLand Shares ("Relevant ComputerLand Securities") which
remain outstanding or has a short position (including a short position under a
derivative, an agreement to sell or a delivery obligation or right to require
another person to take delivery), nor does any such person have any
arrangement in relation to Relevant ComputerLand Securities. For these
purposes, "arrangement" includes any indemnity or option arrangement, any
agreement or understanding, formal or informal, of whatever nature, relating
to Relevant ComputerLand Securities which may be an inducement to deal or
refrain from dealing in such shares and any borrowing or lending of Relevant
ComputerLand Securities that have been on-lent or sold.
14. Compulsory acquisition, de-listing, cancellation of trading and
re-registration
Following the Offer becoming or being declared unconditional in all respects,
Capita intends as soon as practicable and in accordance with the AIM Rules to
procure the making of an application by ComputerLand to the London Stock
Exchange for the cancellation of admission to trading of ComputerLand Shares
on AIM and also intends that ComputerLand be re-registered as a private
company under the relevant provisions of the Companies Act. If this
cancellation occurs, it will significantly reduce the liquidity and
marketability of any ComputerLand Shares not assented to the Offer, and their
value may be affected in consequence. It is anticipated that the cancellation
of admission to trading on AIM will take effect no earlier than 20 Business
Days after the date on which the Offer becomes or is declared unconditional in
all respects. 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, any outstanding ComputerLand Shares in respect
of which the Offer has not been accepted.
15. Further details of the Offer
There are no agreements or arrangements to which Capita is a party
which relate to the circumstances in which it may or may not invoke or seek to
invoke a condition of the Offer.
16. Overseas ComputerLand Shareholders
The availability of the Offer to ComputerLand Shareholders who are
not resident in the United Kingdom may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of, and observe,
any applicable legal or regulatory requirements of their jurisdiction.
Full details in relation to Overseas ComputerLand Shareholders will
be contained in the Offer Document.
17. ComputerLand issued share capital
In accordance with Rule 2.10 of the City Code, ComputerLand
confirms that it has 10,215,484 ComputerLand Shares in issue. The AIM symbol
of ComputerLand is CPU and its ISIN code is GB0001500353.
The Offer will be subject to the conditions and further terms set
out in Appendix 1 to this announcement.
The bases and sources of certain financial information contained in
this announcement are set out in Appendix 2 to this announcement.
Certain terms used in this announcement are defined in Appendix 3
to this announcement.
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.
The ComputerLand Directors accept responsibility for the information contained
in this announcement relating to ComputerLand, the ComputerLand Group, the
ComputerLand Directors and the members of their immediate families, related
trusts and persons connected with them (save in each case for information on
Capita's future plans for ComputerLand, the ComputerLand Group and its
management and employees). The Capita Directors accept responsibility for all
other information contained in this announcement. To the best of the knowledge
and belief of the ComputerLand Directors and the Capita Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they each accept responsibility is in
accordance with the facts and does not omit anything likely to affect the
import of such information.
Landsbanki, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as sole financial adviser
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 Landsbanki nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.
Charles Stanley, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively as sole financial
adviser for 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.
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. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Japan or any Prohibited Jurisdiction. Persons
who are not resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements.
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 securities
exchange of any jurisdiction where to do so would violate the laws of that
jurisdiction and will not be capable of acceptance in, or by any such use,
means or facility or from within, any such jurisdiction. Accordingly, unless
otherwise determined by Capita, 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.
Further details in relation to Overseas ComputerLand Shareholders will be
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, ComputerLand 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.
Forward-looking statements
This announcement includes certain statements about ComputerLand or Capita
(and their respective groups and/or subsidiary undertakings) that are or may
be forward-looking statements. All statements other than statements of
historical facts included in this announcement may be forward-looking
statements. These statements are based on the current expectations of the
management of ComputerLand or Capita (as the case may be) and are naturally
subject to uncertainty and changes in circumstances. The forward-looking
statements contained herein may include statements about the expected effects
on ComputerLand or Capita, following the Offer becoming or being declared
unconditional in all respects, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intend", "expect", "anticipate", "target", "estimate", "goal",
"believe", "will", "may", "should", "would", "could", "plan" or words of
similar meaning or import. By their nature, forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that will or may occur in the future. There are a number of factors that could
cause actual results and developments to differ materially from those
expressed in, or implied by, such forward-looking statements. These factors
include, but are not limited to, the satisfaction of the conditions to the
Offer, and the Capita Group's ability to successfully integrate the operations
and employees of ComputerLand, as well as additional factors, such as changes
in economic conditions, changes in the level of capital investment, success of
business and operating initiatives and restructuring objectives, customers'
strategies and stability, changes in the regulatory environment, fluctuations
in interest and exchange rates, the outcome of litigation, government actions
and natural phenomena such as floods, earthquakes and hurricanes. Other
unknown or unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Investors should not
place undue reliance on such forward-looking statements and neither
ComputerLand nor Capita undertakes any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.
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.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A - CONDITIONS OF THE OFFER
The Offer is subject to the following conditions:
1 valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1:00 p.m. on 1 April 2008 (or such later time(s)
and/or date(s) as Capita may, with the consent of the Panel or in accordance
with the rules of the City Code, decide) in respect of not less than 90 per
cent. (or such lesser percentage as Capita may decide) of the ComputerLand
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Capita and/or any of its wholly-owned subsidiaries shall have
acquired or agreed to acquire, whether pursuant to the Offer or otherwise,
directly or indirectly ComputerLand Shares carrying, in aggregate, more than
50 per cent. of the voting rights then exercisable at general meetings of
ComputerLand, including for this purpose (to the extent, if any, required by
the Panel) any voting rights attaching to any ComputerLand Shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of
conversion or subscription rights or otherwise), and for this purpose:
(a) the expression "ComputerLand Shares to which the Offer relates" shall be
construed in accordance with sections 974 to 991 (inclusive) of the Companies
Act;
(b) "valid acceptances" shall be deemed to have been received in respect of
ComputerLand Shares which are treated for the purpose of Section 979(8) of the
Companies Act as having been acquired by Capita by virtue of acceptance of the
Offer; and
(c) ComputerLand Shares which have been unconditionally allotted but not
issued shall be deemed to carry the voting rights which they will carry upon
issue;
2 no Relevant Authority having decided to take, institute,
implement or threaten any action, suit, proceeding, investigation, enquiry or
reference, or made, proposed or enacted any statute, regulation, decision or
order or required any action to be taken or information to be provided or
otherwise having taken or refrained from having taken any other action, and
there not continuing to be in force any statute, regulation, rule, order or
decision that, in any such case, will or may reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or proposed
acquisition by Capita (or any other member of the Wider Capita Group) of any
ComputerLand Shares or control or management of ComputerLand or any member of
the Wider ComputerLand Group void, voidable, unenforceable or illegal under
the laws of any relevant jurisdiction, or otherwise, directly or indirectly,
materially restrict, prohibit or delay, or impose materially adverse
additional or amended conditions or obligations with respect to, or otherwise
materially challenge or interfere with, any of the foregoing; or
(b) require, prevent, or materially delay, restrict, or alter the proposed
terms for the divestiture by any member of the Wider Capita Group or any
member of the Wider ComputerLand Group of all or any part of their respective
businesses, assets or properties or impose any material limitation on the
ability of any of them to conduct or to own, use or operate all or any part of
the respective businesses, assets or properties owned by, or the use or
operation of which is enjoyed by, any of them, or result in any of them
ceasing to be able to carry on business, or being restricted in its carrying
on of business, under any name under which it currently does so; or
(c) impose any material limitation on the ability of any member of the Wider
Capita Group or any member of the Wider ComputerLand Group, directly or
indirectly, to acquire or to hold or to exercise effectively any rights of
ownership of shares or other securities (or the equivalent) in any member of
the Wider ComputerLand Group or any member of the Wider Capita Group, or to
exercise management or voting control over any member of the Wider
ComputerLand Group or any member of the Wider Capita Group; or
(d) require any member of the Wider Capita Group or any member of the Wider
ComputerLand Group to acquire, or to offer to acquire, any shares or other
securities or indebtedness (or the equivalent) in or of any member of the
Wider Capita Group or any member of the Wider ComputerLand Group or any shares
or other securities or indebtedness (or the equivalent) in or of, or any asset
owned by, any other person, or to dispose of or repay, or to offer to dispose
of or repay, any shares or other securities or indebtedness (or the
equivalent) in or of, or any asset owned by, any member of the Wider Capita
Group or any member of the Wider ComputerLand Group; or
(e) impose any limitation on the ability of any member of the Wider Capita
Group or any member of the Wider ComputerLand Group to integrate its business,
or any part of it, with any business of any member of the Wider Capita Group
or any member of the Wider ComputerLand Group to an extent which is material
in the context of the Offer or, as the case may be, in the context of the
Wider ComputerLand Group taken as a whole; or
(f) otherwise adversely affect the business, assets, financial or trading
position or profits, prospects or value of any member of the Wider
ComputerLand Group or any member of the Wider Capita Group to an extent which
is material in the context of the Offer or, as the case may be, in the context
of the Wider ComputerLand Group taken as a whole; or
(g) result in a delay in the ability of any member of the Capita Group to an
extent which is material to Capita in the context of the Offer or, as the case
may be, in the context of the Wider ComputerLand Group taken as a whole, or
render any member of the Capita Group unable to acquire all or some of the
ComputerLand Shares or require or prevent a divestiture by any member of the
Capita Group of any such shares,
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, suit, proceeding, investigation, enquiry or reference having expired,
lapsed or been terminated;
3 all filings which Capita reasonably considers necessary having
been made and all statutory or regulatory obligations in any jurisdiction
having been complied with, and all appropriate waiting or other time periods
under any applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated, in each case in connection with the Offer
or the acquisition or proposed acquisition of any ComputerLand Shares, or of
control or management of ComputerLand (or any other member of the Wider
ComputerLand Group) by Capita (or any other member of the Wider Capita Group),
and all Relevant Authorisations reasonably deemed by Capita (or any other
member of the Wider Capita Group) to be necessary or appropriate for, or in
respect of, the Offer or any acquisition or proposed acquisition of any
ComputerLand Shares, or of control or management of ComputerLand (or any other
member of the Wider ComputerLand Group), by Capita (or any other member of the
Wider Capita Group) or to permit or enable Capita (or any other member of the
Wider Capita Group) to carry on the business of any member of the Wider
ComputerLand Group having been obtained in terms and in a form satisfactory to
Capita, from all appropriate Relevant Authorities and from all appropriate
persons, authorities or bodies with whom any member of the Wider Capita Group
or any member of the Wider ComputerLand Group has entered into contractual
arrangements, and all such Relevant Authorisations remaining in full force and
effect, and there being no notice or intimation of any intention to revoke or
suspend or materially modify or restrict or not to renew any of them;
4 save as Disclosed, there being no provision of any Relevant
Instrument which, in consequence of the making or implementation of the Offer,
the acquisition or proposed acquisition by any member of the Wider Capita
Group of any ComputerLand Shares or any change in the control or management of
ComputerLand or any other member of the Wider ComputerLand Group, provides
for, or will or may reasonably be expected to, result in any of the following
to an extent which is materially adverse in the context of the Offer or, as
the case may be, in the context of the Wider ComputerLand Group taken as a
whole:
(a) any money borrowed by, or any other indebtedness (actual or contingent)
of, any member of the Wider ComputerLand Group being or becoming repayable or
capable of being declared repayable immediately or prior to their stated
maturity, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited; or
(b) the creation 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 ComputerLand Group or any such security (whenever arising or having
arisen) becoming enforceable or being enforced; or
(c) any Relevant Instrument or any right, liability, obligation, interest or
business of any member of the Wider ComputerLand Group under such Relevant
Instrument (or any related arrangement) being terminated or adversely modified
or affected, or any action being taken, or any obligation arising, under any
Relevant Instrument; or
(d) any asset or right (including, without limitation, intellectual property
rights) or interest of, or any asset or such right the use or operation of
which is enjoyed by, any member of the Wider ComputerLand Group being or
falling to be disposed of other than in the ordinary course of business, or
charged, or ceasing to be available to any such member, or any right arising
under which any such asset or interest or such right will or could be required
to be disposed of or charged, or will or could cease to be so available; or
(e) the interest or business of any member of the Wider ComputerLand Group in
or with any company, firm, body or person, or any arrangements relating to any
such interest or business, being terminated or adversely modified or affected;
or
(f) the creation of liabilities, whether actual or contingent, of any member
of the Wider ComputerLand Group, or the business, assets, financial or trading
position or profits or value of any member of the Wider ComputerLand Group
being adversely affected; or
(g) any member of the Wider ComputerLand Group or any member of the Wider
Capita Group being required to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member of
the Wider ComputerLand Group or any member of the Wider Capita Group or any
shares or other securities or indebtedness (or the equivalent) in or of, or
any asset owned by, any other person or to dispose of or repay, or to offer to
dispose of or repay, any shares or other securities or indebtedness (or the
equivalent) in or of, or any asset owned by, any member of the Wider
ComputerLand Group or any member of the Wider Capita Group;
and no event having occurred which, under any provision of any Relevant
Instrument, would result, to an extent which is materially adverse in the
context of the Offer or, as the case may be, in the context of the Wider
ComputerLand Group taken as a whole in any of the events or circumstances
referred to in sub-paragraphs 4(a) to 4(g) of this paragraph 4;
5 save as Disclosed, no member of the Wider ComputerLand Group
having, since 31 October 2007:
(a) made any alteration to its memorandum or articles of association or other
constitutional document which is or could reasonably be considered to be
material; or
(b) recommended, declared, paid or made, or proposed the recommendation,
declaration, paying or making of, any dividend, bonus issue or other
distribution, whether in cash or otherwise (other than to ComputerLand or a
wholly-owned subsidiary of ComputerLand); or
(c) issued or agreed to issue, or authorised or proposed the issue, of
additional shares of any class, or of securities convertible into, or rights,
warrants or options to subscribe for or acquire, any such shares or securities
or any loan capital (other than issues to ComputerLand or a wholly-owned
subsidiary of ComputerLand, and save for ComputerLand Shares allotted on the
exercise/vesting of any options/awards granted under the ComputerLand Share
Schemes and Disclosed) or redeemed, purchased or reduced, or authorised or
proposed the redemption, purchase or reduction of any part of its share
capital; or
(d) (other than to ComputerLand or a wholly-owned subsidiary of ComputerLand)
issued, authorised or proposed the issue of any debentures or securities or
incurred or, save in the ordinary course of business, incurred or increased
any material indebtedness or material contingent liability; or
(e) entered into, varied, implemented, or authorised, proposed or announced
its intention to enter into, vary or implement, any material contract, scheme,
transaction, commitment or other arrangement which is outside the ordinary
course of trading or which is, will or could be restrictive on the business of
any member of the Wider Capita Group or any member of the Wider ComputerLand
Group or which involves or will or could involve an obligation of a loss
making, long term, onerous or unusual nature or magnitude; or
(f) authorised, proposed or effected any merger, demerger, reconstruction or
amalgamation, or any acquisition or disposal or transfer of, or any charge or
security interest or other encumbrance in respect of, any asset or any right,
title or interest in any share or asset (other than in the ordinary course of
trading); or
(g) authorised, proposed or effected any mortgage, charge, grant of security
interest or other third party right or encumbrance over any asset or any
right, title or interest in any shares or other asset (other than in the
ordinary course of trading); or
(h) entered into, or varied (other than in respect of increases in
remuneration required under the terms of the relevant agreement) the terms of,
any service contract or agreement or other arrangement with any of the
directors, senior executives or senior employees of any member of the Wider
ComputerLand Group; or
(i) been unable, or threatened in writing 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 a substantial part thereof or ceased or threatened to
cease carrying on all or a substantial part of its business; or
(j) taken or proposed any action or had any proceedings instituted, threatened
or proposed for its winding-up (voluntarily or otherwise), dissolution or
reorganisation (save for any such winding-up or dissolution whilst solvent) or
for the appointment of a receiver, administrator, administrative receiver,
trustee or similar or analogous officer of all or any of its assets or
revenues or for any similar or analogous matters in any jurisdiction; or
(k) waived or compromised any claim, other than in the ordinary course of
business which in any case is material in the context of the Wider
ComputerLand Group taken as a whole; or
(l) entered into any commitment, agreement or arrangement, or passed any
resolution or made any offer, with respect to, or announced an intention to
effect or to propose, any of the transactions, matters or events referred to
in this paragraph 5;
6 save as Disclosed, since 31 October 2007:
(a) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects or value of any
member of the Wider ComputerLand Group which is material in the context of the
Wider ComputerLand Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider ComputerLand Group is or may
become a party (whether as a claimant, defendant or otherwise), and no
investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the Wider ComputerLand Group,
having been instituted, announced or threatened or remaining outstanding which
in each case is material in the context of the Wider ComputerLand Group taken
as a whole;
(c) no steps having been taken which will result in, or could reasonably be
expected to result in, the withdrawal, cancellation, termination or adverse
modification of any licence or permit held by any member of the Wider
ComputerLand Group which is material in the context of the Wider ComputerLand
Group taken as a whole; and
(d) no contingent or other liability having arisen or increased which will
adversely affect any member of the Wider ComputerLand Group in a manner which
is material in the context of the Wider ComputerLand Group taken as a whole;
7 Capita not having discovered, except as Disclosed:
(a) that any financial or business or other information concerning the Wider
ComputerLand Group as contained in the information publicly disclosed at any
time by or on behalf of any member of the Wider ComputerLand Group, or
disclosed at any time by or on behalf of any member of the Wider ComputerLand
Group in writing in connection with the Offer to any member of the Capita
Group or its agents or advisers, is misleading or contains a misrepresentation
of fact or omits to state a fact necessary to make the information contained
therein not misleading with a consequence which is materially adverse in the
context of the Wider ComputerLand Group taken as a whole; or
(b) any information which materially affects the import of any such
information as is mentioned in sub-paragraph 7(a) of this paragraph 7; or
(c) any circumstance exists whereby a person or class of has any claim or
claims against any past or present member of the Wider ComputerLand Group
which claim or claims are materially adverse in the context of the Wider
ComputerLand Group taken as a whole; and
8 save as Disclosed, Capita not having discovered any of the
following matters:
(a) that there has been any release, emission, disposal, spillage or leak of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health on or about or from any property or water now
or previously owned, occupied, used or controlled by any past or present
member of the Wider ComputerLand Group (whether or not constituting a
non-compliance by any person with any applicable law, statute, ordinance or
any regulation, rule or other requirement of any Relevant Authority) and, in
any such case, will give rise to any liability (whether actual or contingent)
on the part of any member of the Wider ComputerLand Group which is materially
adverse in the context of the Wider ComputerLand Group taken as a whole; or
(b) that any past or present member of the Wider ComputerLand Group has
committed any violation of any applicable laws, statutes or ordinances, or any
regulations, rules or other requirements of any Relevant Authority relating to
the disposal, discharge, spillage, leak or emission of any waste or hazardous
substance or any substance likely to impair the environment or harm human
health, or otherwise relating to environmental matters which is material in
the context of the Wider ComputerLand Group taken as a whole; or
(c) that there is or is reasonably likely to be, any liability (actual or
contingent) which is material in the context of the Wider ComputerLand Group
taken as a whole on any member of the Wider ComputerLand Group to make good,
repair, reinstate or clean up any property or water now or previously owned,
occupied or used or controlled by any past or present member of the Wider
ComputerLand Group under any environmental legislation, regulation, notice,
circular, order or requirement of any Relevant Authority.
Capita reserves the right, subject to the requirements of the Panel, to waive
all or any of the above conditions in whole or in part, except the condition
set out at paragraph 1 above. Capita shall be under no obligation to waive or
treat as satisfied any of the other conditions by a date earlier than the
latest date specified above for the satisfaction thereof (or, if no such date
is specified, the date when the Offer, if such be the case, shall become or be
declared unconditional in all respects) notwithstanding that the other
conditions of the Offer may, at an 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.
The Offer will lapse unless the conditions set out above (other than the
condition set out at paragraph 1 above) are fulfilled or (if capable of
waiver) waived or, where appropriate, have been determined by Capita to be or
to remain satisfied no later than 11:59 p.m. on the 21st day after the later
of the first closing date of the Offer and the date on which the Offer becomes
or is declared unconditional as to acceptances, or such later date as the
Panel may agree.
If Capita is required by the Panel to make an offer for ComputerLand Shares
under the provisions of Rule 9 of the City Code, Capita may make such
alterations to any of the conditions (including, without limitation, the
condition set out at paragraph 1 above) or any of the terms of the Offer as
are necessary to comply with the provisions of that Rule.
PART B -FURTHER INFORMATION
Further details of the Offer
The formal Offer by Capita will be subject to the terms and conditions as set
out in this Appendix I and as will be set out in the Offer Document and
accompanying Form of Acceptance, or as may be required to comply with the
provisions of the City Code.
The Offer will extend to any ComputerLand Shares unconditionally allotted or
issued while the Offer remains open for acceptance (or before such earlier
date as Capita may, subject to the City Code, decide, not being earlier than
the date on which the Offer becomes or is declared unconditional as to
acceptances or, if later, the first closing date of the Offer), whether
pursuant to the ComputerLand Share Schemes or otherwise.
The ComputerLand Shares are to be acquired fully paid and free from all liens,
charges and encumbrances, rights of pre-emption and any other third party
rights or interests and together with all rights attaching thereto, including
the right to receive and retain all dividends or other distributions declared,
paid or made on or after the date of this announcement.
The Offer will lapse if the Acquisition is referred to the Competition
Commission in the United Kingdom before 3:00 p.m. on the first closing date of
the Offer or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later. If the Offer lapses,
the Offer will cease to be capable of further acceptance and accepting
ComputerLand Shareholders and Capita will thereupon cease to be bound by any
Form of Acceptance submitted before the time when the Offer lapses.
Overseas ComputerLand Shareholders
The making of the Offer to Overseas ComputerLand Shareholders may be
prohibited or affected by the laws of the relevant overseas jurisdictions.
Such Overseas ComputerLand Shareholders should inform themselves about and
observe any applicable legal requirements. It is the responsibility of any
Overseas ComputerLand Shareholder wishing to accept the Offer to satisfy
himself as to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental, exchange
control or other consents which may be required, compliance with other
formalities needing to be observed and the payment of any issue, transfer or
other taxes due in such jurisdiction. Any such Overseas ComputerLand
Shareholder will be responsible for payment of any issue, transfer or other
taxes, duties or other requisite payment(s) due in such jurisdiction(s) by
whomsoever payable, and Capita (and any person acting on its behalf) shall be
entitled to be fully indemnified and held harmless by such Overseas
ComputerLand Shareholder for any issue, transfer or other taxes or duties or
other requisite payments as Capita or any person acting on behalf of Capita
may be required to pay in respect of the Offer insofar as they relate to such
Overseas ComputerLand Shareholder.
This announcement is not an offer of securities for sale or purchase in the
United States, Canada, Japan or any Prohibited Jurisdiction. The Offer will
not be made, directly or indirectly, in or into, or by use of the mails of, or
by any means or instrumentality of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, or in or into
Canada, Japan or any Prohibited Jurisdiction, and, subject to certain
exceptions, the Offer will not be capable of acceptance by any such use, means
or instrumentality or facilities or from or within the United States, Canada,
Japan or any Prohibited Jurisdiction.
Any person (including, without limitation, nominees, trustees or custodians)
who are overseas persons or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related document
to any jurisdiction outside the United Kingdom or to any overseas person
should seek appropriate advice before taking any action.
APPENDIX 2
BASES AND SOURCES
1 Unless otherwise stated:
(a) financial information relating to ComputerLand has been extracted or
derived (without adjustment) from the consolidated audited annual reports and
accounts for ComputerLand for the years ended 30 April 2005, 2006 and 2007;
(b) financial information relating to Capita has been extracted or derived
(without any adjustment) from the consolidated audited annual report and
accounts for Capita for the years ended 31 December 2005, 2006 and 2007; and
(c) financial information relating to ComputerLand in paragraphs 3 and 7 of
this announcement relating to the six-month period ended 31 October 2007 has
been extracted or derived (without adjustment) from the unaudited interim
results of ComputerLand for the six months ended 31 October 2007.
2 The total equity value of the Offer is calculated based on a fully diluted
share capital of ComputerLand of 10,692,631 ComputerLand Shares. This in turn
is calculated on the basis of the number of issued ComputerLand Shares, being
10,215,484 ComputerLand Shares; and the 477,147 "in the money" options/awards
outstanding under the ComputerLand Share Schemes (and which are expected to
become exercisable as a consequence of the Offer).
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this announcement unless the
context requires otherwise:
"Acquisition" the proposed acquisition of ComputerLand by
Capita pursuant to the Offer
"AIM" the market of that name operated by the London
Stock Exchange
"AIM Rules" the AIM Rules for Companies as published by
the London Stock Exchange
"Board" as the context requires, the board of
directors of Capita or the board of directors
of ComputerLand
"Business Day" a day, not being a public holiday, Saturday or
Sunday, on which clearing banks in London are
open for normal business
"CA 1985" the Companies Act 1985 (as amended)
"Canada" Canada, its provinces and territories and all
areas under its jurisdiction and political
sub-divisions thereof
"Capita" The Capita Group Plc, a public limited company
incorporated in England and Wales with
registered number 2081330
"Capita Director" a director of Capita
"Capita Group" Capita and its subsidiary undertakings
"certificated" or "in certificated a ComputerLand Share which is not in
form" uncertificated form (that is, not in CREST)
"Charles Stanley" Charles Stanley Securities, a division of
Charles Stanley & Co. Limited a private
company incorporated in England with
registered number 1903304
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a
ComputerLand Share as derived from the AIM
appendix to the Daily Official List on any
particular day
"ComputerLand" ComputerLand UK plc, a public limited company
incorporated in England and Wales with
registered number 2275625
"ComputerLand Board" the board of directors of ComputerLand
"ComputerLand Directors" a director of ComputerLand
"ComputerLand Group" ComputerLand and its subsidiary undertakings
"ComputerLand Shareholders" registered holders of ComputerLand Shares
"ComputerLand Share Schemes" each of the ComputerLand Company Share Option
Scheme (approved 1 September 1997, last
amended 25 November 2004), the ComputerLand UK
Savings Related Share Option Scheme (approved
1997, last amended 4 June 2003, the
ComputerLand UK Unapproved Share Option Scheme
(adopted 4 September 2000, last amended 25
November 2004) and the Option Agreement
between ComputerLand and Michael Kent dated 13
October 1998
"ComputerLand Shares" includes: (a) the existing unconditionally
allotted or issued and fully paid ordinary
shares of 2 pence each in the capital of
ComputerLand; and (b) any further ordinary
shares of 2 pence each in the capital of
ComputerLand which are unconditionally
allotted or issued (including, pursuant to the
exercise of options granted under the
ComputerLand Share Schemes) before the date on
which the Offer ceases to be open for
acceptances (or before such earlier date as,
subject to the City Code, ComputerLand may
determine in accordance with the terms of the
Offer)
"Companies Act" the Companies Act 2006
"Competing Offer" means an offer made or to be made by a third
party for all or the majority of the ordinary
share capital of ComputerLand or any other
proposal made or to be made by a third party
having substantially the effect of a merger of
ComputerLand into or with any other entity
"Disclosed" (a) disclosed in the annual report and
accounts of ComputerLand for the year ended 30
April 2007; (b) disclosed in the interim
announcement of results of ComputerLand in
respect of the six months ended on 31 October
2007; (c) disclosed in any other public
announcement made by ComputerLand via a
Regulatory Information Service in the period
ending on the Business Day immediately
preceding this announcement; or (d) as
otherwise fairly disclosed in writing by or on
behalf of ComputerLand to Capita in connection
with the Offer
"Enlarged Capita Group" the Capita Group as enlarged by the
Acquisition
"Form of Acceptance" the form of acceptance and authority for use
by ComputerLand Shareholders in connection
with the Offer
"Japan" Japan, its cities, prefectures, territories
and possessions
"Landsbanki" Landsbanki Securities (UK) Limited a private
company incorporated in England and Wales with
registered number 3019293
"Listing Rules" the listing rules of the UK Listing Authority
made under Part VI of the Financial Services
and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended offer by Capita to acquire the
entire issued and to be issued share capital
of ComputerLand on the terms and subject to
the conditions set out in this announcement
and the Form of Acceptance (including where
the context so requires, any subsequent
revision, variation, extension or renewal
thereof)
"Offer Document" the formal offer document to be sent to
ComputerLand Shareholders containing the Offer
"Overseas ComputerLand a ComputerLand Shareholder who is an overseas
Shareholders" person including any US Person who holds
ComputerLand Shares
"overseas person" any person who is not resident in the United
Kingdom, or who is a citizen, resident or
national of a jurisdiction outside the United
Kingdom, or who is a nominee of, or custodian
or trustee for, any citizen(s), resident(s),
or national(s) of any country other than the
United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Pound Sterling" or "£" the lawful currency of the United Kingdom (and
references to "pence" shall be construed
accordingly)
"Prohibited Jurisdiction" any jurisdiction where local laws or
regulations may result in a significant risk
of civil, regulatory or criminal exposure to
prosecution if information concerning the Offer is sent or made available to
ComputerLand Shareholders in that jurisdiction
"Regulatory Information Service" a service approved by the London Stock
Exchange which has the meaning given to that
expression in the AIM Rules
"Relevant Authority" means any government, government department or
governmental, quasi-governmental,
supranational, statutory, regulatory or
investigative body or authority, or any court
or tribunal in each case in any jurisdiction
"Relevant Authorisation" means a material authorisation, order, grant,
recognition, confirmation, determination,
consent, licence, clearance, permission,
allowance or approval
"Relevant Instrument" means any material agreement, arrangement,
licence, permit, lease or other instrument or
obligation to which any member of the Wider
ComputerLand Group is a party or by or to
which any such member or any of its assets is
bound, entitled or subject
"Substantial Transaction" a transaction which constitutes a Class 1
transaction or a reverse takeover in relation
to ComputerLand for the purpose of Chapter 10
of the Listing Rules (ignoring any waiver or
relaxation of the rules in that chapter and
that the Listing Rules do not apply to
ComputerLand)
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland and its dependent territories
"United States" or "US" the United States of America, its territories
and possessions, any state of the United
States of America and the District of Columbia
and all other areas subject to its
jurisdiction
"US Person" as defined in regulation S under the US
Securities Act
"US Securities Act" the US Securities Act of 1933 (as amended by
the rules and regulations promulgated
thereunder)
"Wider ComputerLand Group" ComputerLand and its subsidiary undertakings,
associated undertakings and any other
undertakings in which ComputerLand and such
undertakings (aggregating their interests)
have a substantial interest
"Wider Capita Group" Capita and its subsidiary undertakings,
associated undertakings and any other
undertaking in which Capita and such
undertakings (aggregating their interests)
have a substantial interest
All references to legislation in this document are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or
extension thereof.
Words importing the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or neutral
gender.
For the purposes of this document, "subsidiary", "subsidiary undertaking",
"associated undertaking", "undertaking" and "parent undertaking" have the
respective meanings given to them by the CA 1985 (but for this purpose
ignoring paragraph 20(1)(b) of Schedule 4A to the CA 1985) and "substantial
interest" means the direct or indirect interest of twenty (20) per cent. or
more of the equity share capital (as defined in the Companies Act) of any
undertaking.
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