Compel Group PLC - Fthr Resp to Computacenter

RNS Number:5488L
Compel Group PLC
1 June 2000




               COMPEL GROUP PLC ("COMPEL")
                            
    APPROACH FROM COMPUTACENTER PLC ("COMPUTACENTER")
                            
                            
Shareholders will have seen the announcement this morning
by Computacenter concerning a conditional proposal to
acquire the entire share capital of Compel. The Board of
Compel regards Computacenter's current proposal as
opportunistic and one which significantly undervalues the
Company. Consequently, the Board of Compel advises
Shareholders to take no action with regard to their
shareholding in Compel.

Compel received a written proposal from Computacenter on
22 May in which it stated its interest in making an offer
for Compel at a proposed offer price of 275p per Compel
share, subject to certain pre-conditions including, inter
alia, satisfactory due diligence on Compel by
Computacenter and Compel's Board of Directors
recommending Computacenter's offer for acceptance.

The Board of Compel, having taken the advice of Close
Brothers Corporate Finance Limited, its financial
advisers, believes that Compel is worth substantially
more than the proposed offer price of 275p per share and
met with Computacenter on 25 May to seek to persuade them
of that.  At this meeting, Compel presented its prospects
for the current financial year and the following year,
together with its assessment of the potentially
significant benefits that could accrue to Computacenter,
were it to acquire Compel.  These discussions were
conducted by both Compel and Computacenter in a co-
operative and constructive manner.  Despite this,
Computacenter informed Compel's financial advisers on 26
May that it was not prepared to increase the level of its
proposed offer at all.  Consequently, discussions were
terminated, although Compel made it clear that it was
prepared to resume discussions if Computacenter increased
its proposed offer significantly.

Compel remains prepared to address Computacenter's full
due diligence requirements, provided acceptable terms can
be reached with them.

Compel has a strong industry position with many long-
standing and highly valued customers; its recent series
of substantial new business wins confirms that it has the
scale and credibility to compete effectively in this
market.  The Board  of Compel continues to believe that
prospects for Compel remain positive; each of its
businesses has a leading position in its sector with
strong growth potential in both the short and long term.

Enquiries:

Compel Group PLC                        Tel: 01707 288
Neville Davis, Chief Executive          000
                                        
Close Brothers Corporate Finance        Tel: 020 7655
Limited                                 3100
Stephen Aulsebrook, Deputy Chairman
Mark Napier, Director
                                        
Square Mile Communications              Tel: 020 7601
Tim Jackaman, Chairman                  1000
John Stanley, Director



END

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