Publication Date: Friday, 6 June 2008
Notice Code: 2301
Recommended Cash Offer
for IBS OPENSYSTEMS PLC
THE CAPITA GROUP PLC
The Capita Group Plc (“Capita”) announces that, by means of a formal offer document (the “Offer Document”) dated and posted on 5 June 2008, it has made a recommended cash offer (the “Offer”) to acquire the IBS Shares. Terms defined in the Offer Document have the same meaning when used in this advertisement.
IBS Shareholders who accept the Offer will receive 187.85 pence in cash for each IBS Share currently held by them. The Offer extends to any IBS Shares which are unconditionally allotted or issued fully paid (or credited as fully paid) pursuant to the exercise of options or the vesting of awards granted under the IBS Share Schemes or the exercise of warrants under the Warrant Instrument whilst the Offer is open for acceptance (or such earlier date as Capita may, subject to the City Code, decide) but excludes any Treasury Shares. The Offer values the fully diluted issued ordinary share capital (excluding Treasury Shares) of IBS OPENSystems plc (“IBS”) at approximately £77.7 million.
The IBS Directors, who have been so advised by Numis, unanimously consider the terms of the Offer to be fair and reasonable to IBS Shareholders as a whole. In providing its advice to the IBS Directors, Numis have taken into account the commercial assessment of the IBS Directors. Accordingly, the IBS Directors have unanimously recommended that IBS Shareholders accept the Offer, as all the IBS Directors have irrevocably undertaken to do (or procure to be done) in respect of their own, and their related persons’ beneficial holdings of IBS Shares which amount to, in aggregate, 180,179 IBS Shares which represent approximately 0.5 per cent. of the existing issued share capital of IBS.
Irrevocable undertakings to accept the Offer (including those from the IBS Directors referred to above) have been received by Capita in respect of, in aggregate, 26,785,227 IBS Shares representing approximately 70.12 per cent. of IBS’s existing issued share capital. Further details of these irrevocable undertakings are contained in the Offer Document.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in respect of IBS Shares held in certificated form, the related Form of Acceptance. This advertisement does not constitute and must not be construed as an offer or as any part of the Offer. IBS Shareholders who accept the Offer must rely only on the Offer Document and, in the case of IBS Shares held in certificated form, the Form of Acceptance for all the terms and conditions of the Offer.
The Offer is, by means of this advertisement, being notified to all persons to whom the Offer Document may not be despatched who hold, or who are entitled to have unconditionally allotted or issued to them, IBS Shares. Such persons are informed that copies of the Offer Document and the Form of Acceptance are available, free of charge, either for collection (during normal business hours only) or by request from Capita Registrars at the relevant address specified below.
The Offer will initially be open for acceptance until 1.00p.m. (London time) on 26 June 2008 (or such later time(s) and/or date(s) as Capita may, subject to the rules of the City Code, decide). To accept the Offer in the case of IBS Shares held in certificated form, the Form of Acceptance must be completed, signed and witnessed (as appropriate), together with the relevant share certificate(s) and or other documents of title, and returned as soon as possible, and in any event, so as to be received by post to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or if delivered by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, no later than 1.00p.m. on 26 June 2008. To accept the Offer in respect of IBS Shares held in uncertificated form, you should take the action set out in the Offer Document and make your acceptance electronically through CREST so that the TTE Instruction settles no later than 1.00p.m. on 26 June 2008. All CREST sponsored members must refer to their CREST sponsor before taking any action as only their CREST sponsor will be able to send the necessary TTE Instructions to Euroclear.
The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, without limitation, electronically or by facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or 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 the Offer Document, the Form of Acceptance and any related or accompanying document 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 reported acceptance of the Offer. Persons receiving the Offer Document, the Form of Acceptance or any related or accompanying document (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.
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 the Offer Document 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 the Offer Document or any transaction or arrangement referred to herein.
6 June 2008.
Last updated April 19 2011, 11.40AM (about 2 years ago)