Merger Update - Cancellation

RNS Number:8157T
Corporate Services Group PLC
06 May 2008


6 May 2008

The Corporate Services Group plc

Merger update - Cancellation of Listing

Further to the announcement on 14 March 2008, The Corporate Services Group plc
("CSG" or the "Company") is pleased to announce that earlier today the Court
sanctioned the acquisition of CSG by Impellam Group plc (a company formed for
the purposes of merging CSG and Carlisle Group Limited) ("Impellam") to be
implemented via a scheme of arrangement pursuant to section 425 of the Companies
Act 1985 and Part 26 of the Companies Act 2006 (the "Scheme").

Following the Court's sanction, the Company's Ordinary Shares of 1 penny each ("
Ordinary Shares") will cease to trade with effect from 8.00 a.m. on Wednesday 7
May 2008, and the cancellation of the Company's listing on the Official List of
the 1,077,215,856 Ordinary Shares will become effective from the opening of
business on 7 May 2008 and the Scheme is expected to become effective on the
same day.

It is expected that the enlarged share capital of Impellam will be admitted to
trading on AIM on 7 May 2008.

Unless the context requires otherwise, all terms used in this announcement have
the meaning given in the Scheme Document.


For further enquiries:

The Corporate Services Group plc                              Tel: 01582 692658
Noel Harwerth, Acting Chairman
Desmond Doyle, Chief Executive Officer
Andrew Burchall, Group Finance Director

Landsbanki Securities (UK) Limited                            Tel: 020 7426 9000
(Financial adviser and broker to The Corporate Services Group plc)
James Wellesley Wesley
Claes Spang

Landsbanki Securities (UK) Limited, which is authorised and regulated in the UK
by the Financial Services Authority, is acting exclusively for CSG and for
no-one else in connection with the Proposals and will not be responsible to
anyone other than CSG for providing protections afforded to clients of
Landsbanki Securities (UK) Limited or for giving advice in relation to the
Proposals nor any other matter referred to in this announcement.

This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by the laws of those jurisdictions and
therefore persons should inform themselves about and observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdictions.

INFORMATION FOR RESIDENTS IN UNITED STATES AND OTHER OVERSEAS JURISDICTIONS

Securities may not be offered or sold in the United States unless they are
registered under the United States Securities Act of 1933, as amended (the "
Securities Act"), or are exempt from such registration requirements.  None of
the Impellam Shares have been, nor will be, registered under the Securities Act
but Impellam Shares will be issued in reliance on the exemption provided by
Section 3(a)(10) thereof, and none of the Impellam Shares may be re-offered,
sold, transferred, resold, delivered or distributed, directly or indirectly, in
or into or from the United States, except in transactions exempt from or not
subject to the registration requirements of the Securities Act and otherwise in
compliance with the securities laws of the United States.  None of the Notes
have been, nor will be, registered under the Securities Act and none of the
Notes may be re-offered, sold, transferred, resold, delivered or distributed,
directly or indirectly, in or into or from the United States, except in
transactions exempt from or not subject to the registration requirements of the
Securities Act and otherwise in compliance with the securities laws of the
United States.

The Impellam Shares have not been, nor will be, registered under the relevant
securities laws of Japan, and the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada. No
documents in relation to the Impellam Shares have been or will be lodged with,
or registered by, the Australian Securities and Investments Commission.
Accordingly, the Impellam Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly, in or into the Canada,
Australia or Japan or for the account or benefit of any persons or any national,
citizen or resident of Canada, Australia or Japan (except pursuant to an
exemption, if available, from any applicable registration requirements or
otherwise in compliance with all applicable laws).

The Proposals relate to the shares of a UK company and are proposed to be made
by means of a scheme of arrangement under English company law. The Proposals
effected by means of a scheme of arrangement are not subject to the tender offer
rules under the United States Securities Exchange Act of 1934 as amended.
Accordingly, the Scheme will be subject to the disclosure requirements, rules
and practices applicable in the UK to schemes of arrangement, which differ from
the requirements of US tender offer rules. Financial information included in
this announcement has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the financial statements of
US companies.

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Corporate Services Group, all "dealings" in
any "relevant securities" of Corporate Services Group (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 Effective Date of the Scheme or until the
date on which the Scheme lapses or is otherwise withdrawn (or such later date(s)
as the Takeover Panel may specify). 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 Corporate Services Group, they will deemed
to be a single person for the purpose of Rule 8.3 of the Takeover Code.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "
relevant securities" of Corporate Services Group by Impellam, Carlisle or
Corporate Services Group, 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 securities in
issue, can be found on the Takeover 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 in this section headed "Dealing Disclosure Requirements
" are defined in the Takeover Code, which can also be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.

If you are in any doubt as to whether or not you are required to disclose a "
dealing" under Rule 8 of the Takeover Code, you should consult the Takeover
Panel.

If you are in any doubt as to the application of Rule 8 of the Takeover Code to
you, please contact an independent financial adviser authorised under FSMA,
consult the Takeover Panel's website at www.thetakeoverpanel.org.uk or contact
the Takeover Panel on telephone number +44 (0)20 7638 0129 or fax number +44 (0)
20 7236 7013.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS
OF SUCH JURISDICTION.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
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