RNS Number : 6744X
Capita Group PLC
27 June 2008
For immediate release
27 June 2008
Not for release, publication or distribution in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such jurisdiction
Recommended Cash Offer of 187.85 pence per Share
for IBS OPENSystems plc ("IBS")
by The Capita Group Plc ("Capita")
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
It was announced on 5 June 2008 that the Boards of Capita and IBS had reached agreement on the terms of a recommended cash offer to be
made by Capita to acquire the whole of the issued and to be issued share capital of IBS. Under the terms of the Offer, IBS Shareholders will
receive, for each IBS Share held, 187.85 pence in cash. The Offer Document setting out the full terms of the Offer was posted to IBS
Shareholders on 5 June 2008.
Capita announces that all the conditions of the Offer have now been either satisfied or waived. Accordingly, the Offer is hereby
declared unconditional in all respects and will remain open for acceptance until further notice. At least 14 days' notice will be given if
Capita decides to close the Offer.
Level of acceptances
Capita announces that, as at 1.00 p.m. (London time) on 26 June 2008, valid acceptances of the Offer had been received in respect of a
total number of 32,890,344 IBS Shares, representing approximately 86.10 per cent. of the existing issued share capital of IBS (excluding
1,200,000 Treasury Shares).
On 6 June 2008, Capita announced in compliance with the provisions of Rule 8.1 of the City Code on Takeovers and Mergers that on 5 June
2008 it had purchased 3,755,435 IBS Shares representing approximately 9.83 per cent. of the existing issued share capital of IBS (excluding
1,200,000 Treasury Shares) from certain institutional shareholders at the Offer Price of 187.85 pence per IBS Share.
Accordingly, as at 1.00 p.m. (London time) on 26 June 2008, Capita had received valid acceptances in respect of, or owns, in aggregate,
36,645,779 IBS Shares representing approximately 95.93 per cent. of the existing issued share capital of IBS (excluding 1,200,000 Treasury
Shares).
Further details of the level of acceptances
As at 1.00 p.m. (London time) on 26 June 2008, valid acceptances had been received in respect of, or Capita has acquired, in aggregate,
21,245,046 IBS Shares being all of the IBS Shares that were the subject of irrevocable undertakings to accept the Offer, representing
approximately 55.62 per cent. of IBS's existing issued share capital and such acceptances are included in the total number of valid
acceptances or IBS Shares owned by Capita referred to above.
As at 1.00 p.m. (London time) on 26 June 2008, valid acceptances had been received in respect of a total number of 5,397,014 IBS Shares
that were the subject of letters of intent to accept the Offer, representing approximately 14.13 per cent. of IBS's existing issued share
capital and such acceptances are included in the total number of valid acceptances or IBS Shares owned by Capita referred to above.
Acceptances have not yet been received in respect of 143,167 IBS Shares in relation to which a letter of intent to accept the Offer had been
received. Valid acceptances in respect of 60,745 IBS Shares (or derivatives referenced to such shares) owned by ESW Roskill of Strata
Partners, which is acting in concert with Capita as its exclusive financial adviser in respect of this transaction, had been received by
1.00 p.m. (London time) on 26 June 2008.
Save as set out in this announcement, no valid acceptances in respect of IBS Shares had been received either from persons acting in
concert with Capita or which were the subject of an irrevocable undertaking or a letter of intent to accept the Offer.
As at 1.00 p.m. (London time) on 26 June 2008, neither Capita nor any of its directors, nor, so far as Capita is aware, any person
acting in concert with Capita (i) had any interest in or right to subscribe for any relevant securities of IBS, nor (ii) had any short
positions in respect of any relevant securities of IBS (whether conditional or absolute and whether in the money or otherwise), including
any short position under a derivative agreement, any agreement to sell or any delivery obligation or right to require another person to take
delivery, nor (iii) had borrowed or lent any relevant securities of IBS (save for any borrowed shares which had been on-lent or sold).
Directorate change
The Board of IBS announces that Tim Curtis, Robert Horvath and Mark Loveland have resigned from their office as directors of all the IBS
Group companies and Gordon Hurst, Simon Pilling, Kevin Dady and Andrew Parker have joined the IBS Board with effect from 27 June 2008.
Gordon Mark Hurst (46) is a director of The Capita Group Plc and is and has been a director of a number of other companies, including
subsidiaries of The Capita Group Plc. Details on these directorships are set out in schedule I to this announcement.
Simon Christopher Pilling (46) is a director of The Capita Group Plc, Capita Business Services Limited, Capita Cyprus Holdings Limited,
Capita International Limited, Capita Offshore Services Private Limited and Evolvi Rail Systems Limited. He was previously a director of
Myshares Limited.
Kevin Peter Dady (43) is a director of CPFR Solutions Limited, Capita Business Services Limited, Capita Financial Software Limited, Quay
Software Solutions Limited, Randall Lyons Limited and Right Stuff Staff Limited. He was previously a director of Cybersword Software
Limited, Enforms Limited, Ezquote Limited, Learn How Publications Limited, My Money Adviser Limited, Myshares Limited, Quay New Media
Limited and Synaptic Systems Limited.
Andrew George Parker (39) is a director of Capita Business Services Limited, Capita International Limited, Capita Offshore Services
Private Limited and Evolvi Rail Systems Limited. He is an alternate director of Service Birmingham Limited.
Save for the information disclosed above, there is no other information required to be disclosed under Rule 17 and Schedule Two,
paragraph (g) of the AIM Rules for Companies in connection with the appointment of Gordon Hurst, Simon Pilling, Kevin Dady and Andrew Parker
as directors of IBS.
Settlement
The consideration to which any IBS Shareholder is entitled under the Offer is expected to be despatched (or credited through CREST) to
validly accepting IBS Shareholders (i) in the case of acceptances received, complete in all respects, on or before the date of this
announcement, within 14 days of this announcement; or (ii) in the case of acceptances received, complete in all respects, after the date of
this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner
described in paragraphs 15(a) or 15(b) of Part II of the Offer Document.
To accept the Offer
In order to accept the Offer in respect of IBS Shares held in certificated form, IBS Shareholders who have not already done so should
complete, sign, have witnessed (as required) and return the Form of Acceptance together with the relevant share certificate(s) or other
documents of title, in accordance with the instructions printed thereon by post or (during normal business hours only) by hand to Capita
Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.
In order to accept the Offer in respect of IBS Shares held in uncertificated form (that is, in CREST), IBS Shareholders should read
paragraph 14(b) of the letter from Capita in Part II of the Offer Document and Part D of Appendix I to the Offer Document and follow the
procedure for electronic acceptance through CREST so that the TTE Instruction settles as soon as possible.
IBS Shareholders who are a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send
the necessary TTE Instructions to Euroclear.
De-listing and cancellation of trading on AIM and compulsory acquisition
Capita intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire
compulsorily on the same terms as the Offer the remaining IBS Shares not already acquired or agreed to be acquired by Capita pursuant to the
Offer.
As stated in the Offer Document, Capita intends to take steps to procure, as soon as practicable, the making of an application by IBS to
the London Stock Exchange for the cancellation of admission to trading of IBS Shares on AIM and a further announcement will be made giving
at least 20 Business Days notice prior to the anticipated cancellation of admission to trading on AIM. It is also anticipated that, after
the cancellation of admission, IBS will be re-registered as a private company under the relevant provisions of the CA 1985. IBS
Shareholders who have not yet accepted the Offer should note that cancellation is likely to reduce significantly the liquidity and
marketability of IBS Shares not acquired under the Offer. Once cancellation has taken effect, IBS shareholders will no longer be able to
effect transactions in IBS Shares on AIM.
Additional Forms of Acceptance are available from Capita Registrars, Corporate Actions by telephoning 0871 664 0321 or +44 20 8639 3399
(if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to
the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network
extras. Calls to the Capita Registrars +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different
charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.
Please note that for legal reasons, Capita Registrars will only be able to provide you with information contained in the Offer Document
and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer
Document.
Terms used in this announcement have the same meaning given to them in the Offer Document.
Enquiries:
The Capita Group Plc Tel: +44 (0)20 7799 1525
Paul Pindar, Chief Executive
Shona Nichols, Corporate Communications Director
Caroline Mooney, Capita Press Office
Strata Partners (financial adviser to Capita) Tel: +44 (0)20 7730 1200
Edward Roskill
Financial Dynamics (financial PR to Capita) Tel: +44 (0)20 7831 3113
Andrew Lorenz
IBS OPENSystems plc Tel: +44 (0)1635 550 088
Tim Curtis, Chairman
Richard Smith, Chief Executive
Numis (financial adviser, nominated adviser and Tel: +44 (0)20 7260 1000
corporate broker to IBS)
Jag Mundi
Brent Nabbs
James Black
Citigate Dewe Rogerson (financial PR to IBS) Tel: +44 (0)20 7638 9571
Sebastian Hoyle
Justin Griffiths
Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Capita and no one else in connection with the Offer and will not be responsible to anyone other than Capita for providing the protections
afforded to clients of Strata Partners nor for providing advice in relation to the Offer, the contents of this announcement or any
transaction or arrangement referred to herein.
Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IBS and no
one else in connection with the Offer and will not be responsible to anyone other than IBS for providing the protections afforded to clients
of Numis nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to
herein.
This announcement is not an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any
jurisdiction. The Offer is being made solely by means of the Offer Document, and, in respect of IBS Shares in certificated form, the Form of
Acceptance. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in
the Offer Document and the Form of Acceptance (if appropriate), which will contain the full terms and conditions of the Offer including
details of how it may be accepted.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom should therefore inform themselves about, and
observe, any applicable legal or regulatory requirements of the jurisdiction in which they are resident.
Unless otherwise determined by Capita and permitted by applicable law and regulation, the Offer is not being, and will not be, made,
directly or indirectly, in or into or from, or by the use of the mails of, or by any other means (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of,
or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or of any Prohibited Jurisdiction
and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the
United States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of this announcement, are not being, and must not be,
directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United
States, Canada, Japan or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement (including, without limitation, custodians,
nominees and trustees) should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States,
Canada, Japan or any Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the
Offer.
Further details in relation to Overseas IBS Shareholders are contained in the Offer Document.
In accordance with normal UK market practice, Capita or any person acting on its behalf may from time to time make certain market or
private purchases of, or make arrangements to purchase, directly or indirectly, IBS Shares other than pursuant to the Offer. Any information
about such purchases will be publicly announced as required by law or regulation in the UK.
Schedule I
Gordon Hurst is currently a director or a company secretary of the following companies:
1st Remedy Repair & Maintenance Co Limited
Barrowview Limited
Beckman Unit Trust Management Limited
Capita Aurora Leasing Limited
Capita Business Services Limited
Capita Company Secretarial Services Limited
Capita Corporate Director Limited
Capita Financial Administration Limited
Capita Hartshead Pensions Ltd
Capita Holdings Limited
Capita Land Limited
Capita Treasury Services Limited
Capita Turner & Townsend JV Limited (Dissolved)
City Financial Services & Investments Limited
Eastgate Management Services Limited
Eastgate Policy Processing Limited
Eastgate Technology Services Limited
Eastgate Treasury Services Limited
EDM Architects Limited
Homepark Limited
Randall Holdings Limited (dissolved 27.7.04)
Recall Development Limited
Recall Executive Search Limited
Recall Front Line Limited
Recall Select Limited
Royal Exchange Trustees Limited
RSA (LLRP) TRUSTEE LIMITED
Service Birmingham Limited
The Capita Group Plc
The Capita Group Plc
The Trustees of the Capita Eastgate Group Retirement Savings Scheme
The Trustees of the Capita Group Money Purchase Scheme
The Trustees of the Capita Pension and Life Assurance Scheme
The Trustees of the Eastgate Assistance Retirement Benefit Scheme
The Trustees of the Eastgate Assistance Retirement Benefit Scheme
The Trustees of the Mclaren Dick & Company Ltd Pension & Assurance Scheme
Gordon Hurst has previously been a director or a company secretary of the following companies:
Academy Income Management Limited
Academy Information Systems Limited
Adendell Limited
Art Holdings (U.K.) Limited
Art Inc (U.K.) Limited
BDML Connect Limited
BDML Insurance Solutions Limited
Brokers Educational Supply Teachers Underwriting Agency Limited
Brokers Educational Supply Teachers Underwriting Agency Limited
Brownsword (Denton) Limited
Brownsword (Denton) Limited
Brownsword Investigations Limited
Brownsword Investigations Limited
Bylander Waddell Associates Limited
C I Registrars Limited
Capita (LLRP) Trustee Limited
Capita Absence Management Services Limited
Capita Absence Management Services Limited
Capita Aurora Leasing Limited
Capita Aurora Limited
Capita Aurora Limited
Capita Business Services Limited
Capita Business Support Services Ireland Limited
Capita Business Support Services Ireland Limited
Capita Business Travel Limited
Capita Commercial Services Limited
Capita Commercial Services Limited
Capita Corporate Finance Limited
Capita Corporate Registrars Public Limited Company
Capita Corporate Registrars Public Limited Company
Capita Corporate Trustees Limited
Capita Corporate Trustees Limited
Capita DBS Limited
Capita DBS Limited
Capita EC Limited
Capita Financial Group Limited
Capita Financial Services Limited
Capita FM (Extra Services) Limited
Capita Grosvenor Limited
Capita Gwent Consultancy Limited
Capita Harford
Capita Harford
Capita Hartshead Limited
Capita Health Limited
Capita Health Solutions Limited
Capita Health Solutions Limited
Capita Insurance Services Group Limited
Capita Insurance Services Group Limited
Capita International Limited
Capita Inverita Limited
Capita Inverita Limited
Capita IRG Trustees (Nominees) Limited
Capita IRG Trustees (Nominees) Limited
Capita Land Limited
Capita Life & Pensions Regulated Services Limited
Capita Life & Pensions Regulated Services Limited
Capita Life & Pensions Services (Ireland) Limited
Capita Life & Pensions Services Limited
Capita Life & Pensions Services Limited
Capita London Market Services Limited
Capita Management Consultancy Limited
Capita Management Consultants Limited
Capita Mclarens Limited
Capita Mclarens Limited
Capita PPML Limited
Capita Quest Trustees Limited
Capita Quest Trustees Limited
Capita RAS Ltd
Capita Registrars Beckenham Limited
Capita Registrars Limited
Capita Resourcing Limited
Capita Share Plan Services Limited
Capita SIP Services Limited
Capita Software Limited
Capita Software Limited
Capita Support Services PVT Ltd
Capita Support Services PVT Ltd
Capita Symonds (Structures) Limited
Capita Symonds Group Limited
Capita Symonds Limited
Capita Symonds Limited
Capita Tomkins Limited
Capita Tracing Solutions Limited
Capita Trust Company (Ireland) Limited
Capita Trust Company (Ireland) Limited
Capstan Associates (Newcastle) Limited
Capstan Associates (South Yorkshire) Limited
Capstan Limited
Capstan Northern Limited
CNB Design Limited
CNB Design Limited
Connaught St Michaels Limited
Cost Auditing Holdings Limited
Cost Auditing Limited
COV Tech Systems Limited
Crest Systems Limited
CTD Capita Limited
CTD Capita Limited
CTD Pre-Press Limited
Cybersword Software Limited
Dolphin Computer Services (Holdings) Limited
Dolphin Computer Services Limited
Drivesafe Services Limited
Eastgate Assistance (Wills) Limited
Eastgate Broker Services Limited
Eastgate Connections Limited
Eastgate Insurance Market Solutions Limited
Eastgate Insurance Services Limited
Educational Support Services Limited
Electronic Data Management Limited
Electronic Data Management Limited
EMIS (Northern Ireland) Limited
EMIS (Northern Ireland) Limited
EMIS Limited
Equita Limited
Equita Limited
Equitable Holdings Limited
Flambard Registrars Limited
GPA Holdings Limited
Greatorex Limited
Grosvenor Career Services Limited
Harford Financial Services Limited
Harford Financial Services Limited
IRG (Pension Trustees) Limited
IRG (Pension Trustees) Limited
John Crilley Limited
Lakeland Projects Limited
Learn How Publications Limited
Learn How Publications Limited
LHR Education Limited
Lonsdale Travel Limited
Madagans Limited
Mclarens (Ireland) Limited
Micromedia Limited
Micromedia Limited
Mission Assurance and Testing Limited
Mission Assurance and Testing Limited
Mission Testing Europe Limited
Mission Testing Europe Limited
Mission Testing Limited
Mission Testing Limited
Montagu Evans Consultancy Services Limited
Moorgate Registrars Limited
Moorgate Registrars Limited
MPM Capita Limited
Myshares Limited
Northern Registrars Limited
Northern Registrars Trustees Limited
P & B (Run Off) Limited
Penn Communications Limited
Personal Pension Management Ltd
Pinco 1853 Limited
Pinco 1853 Limited
Premium Central Limited
Premium Central Limited
Quality Teachers Limited
Randall Lyons Limited
Recall Recruitment Limited
Regis Registrars Limited
Resource Management Limited
Rex Recruitment Limited
Right Stuff Staff Limited
RIPA International Limited
Royal Exchange Trust Company (BG) Limited
Royal Exchange Trust Company (BPP) Limited
Royal Exchange Trust Company (EPP) Limited
Royal Exchange Trust Company Limited
Royal Exchange Trust Company Limited
Royal Exchange Trustee Nominees Limited
Royal Exchange Trustee Nominees Limited
Sector Holdings Limited
Sector Management Limited
Sector Treasury Services Limited
SIMS Holdings Limited
SIMS Limited
SIMS Support Services Limited
Social Housing (London) Limited
Social Housing Group Limited
Solicitors Solutions Limited
Stentiford Close Registrars Limited
Symonds Group (Holdings) Limited
Symonds Group (Holdings) Limited
Symonds Group (Property) Limited
Symonds Group (Property) Limited
Symonds Group Limited
Symonds Group Limited
Symonds International Limited
Symonds International Limited
Symonds Limited
Symonds Limited
Symonds Travers Morgan Limited
Symonds Travers Morgan Limited
Symonds Woolf Limited
Symonds Woolf Limited
Thornside Limited
Tozer Capita Limited
Two-Ten Communications Limited
Urban Vision Partnership Limited
Whalley & Saunders Limited
Williams Campbell Limited
Williams Campbell Limited
Woolf Construction Management Limited
Woolf Construction Management Limited
Woolf International Leisure Limited
Woolf International Leisure Limited
Woolf Limited
Woolf Limited
Woolf Project Management Limited
Woolf Project Management Limited
Wynchgate Insurance Brokers Limited
Wynchgate Insurance Brokers Limited
This information is provided by RNS
The company news service from the London Stock Exchange
END
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