Offer Declared Unconditional
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:
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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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IBS OPENSystems plc |
Tel: +44 (0)1635 550 088 |
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Tim Curtis, Chairman |
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Richard Smith, Chief Executive |
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Numis (financial adviser, nominated adviser and corporate broker to IBS) |
Tel: +44 (0)20 7260 1000 |
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Jag Mundi |
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Brent Nabbs |
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James Black |
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Citigate Dewe Rogerson (financial PR to IBS) |
Tel: +44 (0)20 7638 9571 |
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Sebastian Hoyle |
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Justin Griffiths |
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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.
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:
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1st Remedy Repair & Maintenance Co Limited |
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Barrowview Limited |
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Beckman Unit Trust Management Limited |
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Capita Aurora Leasing Limited |
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Capita Business Services Limited |
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Capita Company Secretarial Services Limited |
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Capita Corporate Director Limited |
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Capita Financial Administration Limited |
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Capita Hartshead Pensions Ltd |
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Capita Holdings Limited |
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Capita Land Limited |
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Capita Treasury Services Limited |
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Capita Turner & Townsend JV Limited (Dissolved) |
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City Financial Services & Investments Limited |
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Eastgate Management Services Limited |
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Eastgate Policy Processing Limited |
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Eastgate Technology Services Limited |
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Eastgate Treasury Services Limited |
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EDM Architects Limited |
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Homepark Limited |
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Randall Holdings Limited (dissolved 27.7.04) |
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Recall Development Limited |
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Recall Executive Search Limited |
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Recall Front Line Limited |
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Recall Select Limited |
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Royal Exchange Trustees Limited |
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RSA (LLRP) TRUSTEE LIMITED |
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Service Birmingham Limited |
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The Capita Group Plc |
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The Capita Group Plc |
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The Trustees of the Capita Eastgate Group Retirement Savings Scheme |
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The Trustees of the Capita Group Money Purchase Scheme |
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The Trustees of the Capita Pension and Life Assurance Scheme |
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The Trustees of the Eastgate Assistance Retirement Benefit Scheme |
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The Trustees of the Eastgate Assistance Retirement Benefit Scheme |
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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:
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Academy Income Management Limited |
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Academy Information Systems Limited |
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Adendell Limited |
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Art Holdings (U.K.) Limited |
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Art Inc (U.K.) Limited |
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BDML Connect Limited |
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BDML Insurance Solutions Limited |
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Brokers Educational Supply Teachers Underwriting Agency Limited |
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Brokers Educational Supply Teachers Underwriting Agency Limited |
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Brownsword (Denton) Limited |
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Brownsword (Denton) Limited |
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Brownsword Investigations Limited |
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Brownsword Investigations Limited |
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Bylander Waddell Associates Limited |
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C I Registrars Limited |
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Capita (LLRP) Trustee Limited |
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Capita Absence Management Services Limited |
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Capita Absence Management Services Limited |
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Capita Aurora Leasing Limited |
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Capita Aurora Limited |
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Capita Aurora Limited |
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Capita Business Services Limited |
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Capita Business Support Services Ireland Limited |
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Capita Business Support Services Ireland Limited |
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Capita Business Travel Limited |
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Capita Commercial Services Limited |
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Capita Commercial Services Limited |
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Capita Corporate Finance Limited |
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Capita Corporate Registrars Public Limited Company |
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Capita Corporate Registrars Public Limited Company |
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Capita Corporate Trustees Limited |
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Capita Corporate Trustees Limited |
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Capita DBS Limited |
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Capita DBS Limited |
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Capita EC Limited |
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Capita Financial Group Limited |
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Capita Financial Services Limited |
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Capita FM (Extra Services) Limited |
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Capita Grosvenor Limited |
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Capita Gwent Consultancy Limited |
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Capita Harford |
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Capita Harford |
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Capita Hartshead Limited |
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Capita Health Limited |
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Capita Health Solutions Limited |
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Capita Health Solutions Limited |
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Capita Insurance Services Group Limited |
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Capita Insurance Services Group Limited |
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Capita International Limited |
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Capita Inverita Limited |
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Capita Inverita Limited |
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Capita IRG Trustees (Nominees) Limited |
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Capita IRG Trustees (Nominees) Limited |
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Capita Land Limited |
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Capita Life & Pensions Regulated Services Limited |
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Capita Life & Pensions Regulated Services Limited |
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Capita Life & Pensions Services (Ireland) Limited |
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Capita Life & Pensions Services Limited |
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Capita Life & Pensions Services Limited |
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Capita London Market Services Limited |
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Capita Management Consultancy Limited |
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Capita Management Consultants Limited |
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Capita Mclarens Limited |
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Capita Mclarens Limited |
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Capita PPML Limited |
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Capita Quest Trustees Limited |
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Capita Quest Trustees Limited |
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Capita RAS Ltd |
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Capita Registrars Beckenham Limited |
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Capita Registrars Limited |
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Capita Resourcing Limited |
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Capita Share Plan Services Limited |
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Capita SIP Services Limited |
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Capita Software Limited |
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Capita Software Limited |
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Capita Support Services PVT Ltd |
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Capita Support Services PVT Ltd |
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Capita Symonds (Structures) Limited |
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Capita Symonds Group Limited |
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Capita Symonds Limited |
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Capita Symonds Limited |
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Capita Tomkins Limited |
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Capita Tracing Solutions Limited |
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Capita Trust Company (Ireland) Limited |
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Capita Trust Company (Ireland) Limited |
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Capstan Associates (Newcastle) Limited |
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Capstan Associates (South Yorkshire) Limited |
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Capstan Limited |
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Capstan Northern Limited |
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CNB Design Limited |
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CNB Design Limited |
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Connaught St Michaels Limited |
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Cost Auditing Holdings Limited |
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Cost Auditing Limited |
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COV Tech Systems Limited |
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Crest Systems Limited |
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CTD Capita Limited |
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CTD Capita Limited |
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CTD Pre-Press Limited |
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Cybersword Software Limited |
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Dolphin Computer Services (Holdings) Limited |
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Dolphin Computer Services Limited |
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Drivesafe Services Limited |
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Eastgate Assistance (Wills) Limited |
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Eastgate Broker Services Limited |
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Eastgate Connections Limited |
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Eastgate Insurance Market Solutions Limited |
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Eastgate Insurance Services Limited |
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Educational Support Services Limited |
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Electronic Data Management Limited |
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Electronic Data Management Limited |
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EMIS (Northern Ireland) Limited |
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EMIS (Northern Ireland) Limited |
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EMIS Limited |
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Equita Limited |
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Equita Limited |
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Equitable Holdings Limited |
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Flambard Registrars Limited |
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GPA Holdings Limited |
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Greatorex Limited |
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Grosvenor Career Services Limited |
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Harford Financial Services Limited |
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Harford Financial Services Limited |
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IRG (Pension Trustees) Limited |
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IRG (Pension Trustees) Limited |
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John Crilley Limited |
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Lakeland Projects Limited |
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Learn How Publications Limited |
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Learn How Publications Limited |
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LHR Education Limited |
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Lonsdale Travel Limited |
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Madagans Limited |
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Mclarens (Ireland) Limited |
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Micromedia Limited |
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Micromedia Limited |
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Mission Assurance and Testing Limited |
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Mission Assurance and Testing Limited |
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Mission Testing Europe Limited |
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Mission Testing Europe Limited |
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Mission Testing Limited |
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Mission Testing Limited |
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Montagu Evans Consultancy Services Limited |
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Moorgate Registrars Limited |
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Moorgate Registrars Limited |
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MPM Capita Limited |
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Myshares Limited |
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Northern Registrars Limited |
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Northern Registrars Trustees Limited |
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P & B (Run Off) Limited |
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Penn Communications Limited |
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Personal Pension Management Ltd |
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Pinco 1853 Limited |
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Pinco 1853 Limited |
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Premium Central Limited |
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Premium Central Limited |
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Quality Teachers Limited |
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Randall Lyons Limited |
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Recall Recruitment Limited |
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Regis Registrars Limited |
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Resource Management Limited |
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Rex Recruitment Limited |
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Right Stuff Staff Limited |
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RIPA International Limited |
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Royal Exchange Trust Company (BG) Limited |
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Royal Exchange Trust Company (BPP) Limited |
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Royal Exchange Trust Company (EPP) Limited |
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Royal Exchange Trust Company Limited |
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Royal Exchange Trust Company Limited |
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Royal Exchange Trustee Nominees Limited |
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Royal Exchange Trustee Nominees Limited |
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Sector Holdings Limited |
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Sector Management Limited |
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Sector Treasury Services Limited |
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SIMS Holdings Limited |
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SIMS Limited |
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SIMS Support Services Limited |
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Social Housing (London) Limited |
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Social Housing Group Limited |
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Solicitors Solutions Limited |
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Stentiford Close Registrars Limited |
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Symonds Group (Holdings) Limited |
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Symonds Group (Holdings) Limited |
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Symonds Group (Property) Limited |
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Symonds Group (Property) Limited |
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Symonds Group Limited |
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Symonds Group Limited |
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Symonds International Limited |
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Symonds International Limited |
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Symonds Limited |
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Symonds Limited |
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Symonds Travers Morgan Limited |
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Symonds Travers Morgan Limited |
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Symonds Woolf Limited |
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Symonds Woolf Limited |
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Thornside Limited |
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Tozer Capita Limited |
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Two-Ten Communications Limited |
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Urban Vision Partnership Limited |
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Whalley & Saunders Limited |
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Williams Campbell Limited |
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Williams Campbell Limited |
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Woolf Construction Management Limited |
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Woolf Construction Management Limited |
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Woolf International Leisure Limited |
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Woolf International Leisure Limited |
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Woolf Limited |
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Woolf Limited |
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Woolf Project Management Limited |
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Woolf Project Management Limited |
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Wynchgate Insurance Brokers Limited |
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Wynchgate Insurance Brokers Limited |
This information is provided by RNS
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