Rule 8.1- IBS OPENSystems plc
For immediate release
6 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')
DISCLOSURE UNDER RULE 8.1
Capita announces that it purchased on 5 June 2008 3,755,435 IBS Shares representing approximately 9.83 per cent. of the existing issued share capital of IBS from certain institutional shareholders at the Offer Price of 187.85 pence per IBS Share. In addition, certain persons who may be deemed to be acting in concert with Capita own 60,745 IBS Shares representing approximately 0.16 per cent. of the existing issued share capital of IBS.
As a result, under the provisions of Rule 8.1 of the City Code on Takeovers and Mergers, Capita announces that it now controls, in aggregate, 3,816,180 IBS Shares representing approximately 9.99 per cent. of the existing issued share capital of IBS.
On 5 June 2008 Capita announced that it had received irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 26,785,227 IBS Shares, representing approximately 70.12 per cent. of the existing issued share capital of IBS.
As a result of the market purchases set out above, Capita now has irrevocable undertakings and letters of intent to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 24,579,792 IBS Shares, representing approximately 64.35 per cent. of the existing issued share capital of IBS.
The irrevocable undertakings and letters of intent to accept the Offer are now as follows:
(a) the IBS Directors have given irrevocable undertakings to accept the Offer in respect of 180,179 IBS Shares in which they have a beneficial interest, representing approximately 0.5 per cent. of the existing issued share capital of IBS. These irrevocable undertakings will remain binding in the event of a Competing Offer for IBS;
(b) irrevocable undertakings in respect of 4,786,066 IBS Shares (representing approximately 12.53 per cent. of the existing issued share capital of IBS) which will lapse if a Competing Offer is made at a price of at least 110 per cent. of the Offer Price;
(c) irrevocable undertakings in respect of 2,615,320 IBS Shares (representing approximately 6.85 per cent. of the existing share capital of IBS) which will lapse if a Competing Offer is made at a price greater than 204 pence per IBS Share (i.e. approximately 108.66 per cent. of the Offer Price);
(d) irrevocable undertakings in respect of 2,448,160 IBS Shares (representing approximately 6.41 per cent. of the existing issued share capital of IBS) which will lapse if a Competing Offer is made at a price of at least 105 per cent. of the Offer Price;
(e) irrevocable undertakings in respect of 11,215,321 IBS Shares (representing approximately 29.36 per cent. of the existing issued share capital of IBS) which will lapse if a Competing Offer is made; and
(f) letters of intent to accept the Offer in respect of 3,334,746 IBS Shares (representing approximately 8.73 per cent. of the existing issued share capital of IBS).
Arbuthnot Securities acted as broker to Capita in relation to the market purchases.
Enquiries:
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The Capita Group Plc |
Tel: +44 (0)20 7799 1525 |
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Paul Pindar, Chief Executive |
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Shona Nichols, Corporate Communications Director |
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Caroline Mooney, Capita Press Office |
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Strata Partners (financial adviser to Capita) |
Tel: +44 (0)20 7730 1200 |
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Edward Roskill |
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Financial Dynamics (financial PR to Capita) |
Tel: +44 (0)20 7831 3113 |
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Andrew Lorenz |
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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.
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 will be 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. The Offer Document will be available for public inspection and will also be posted on IBS's website www.ibsopensystems.com.
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 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, 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.
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 IBS, all 'dealings' in any 'relevant securities' of IBS (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 IBS, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of IBS by Capita or IBS, 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 of the City Code, 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.
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