Vista Equity Partners Rule 2.11 Announcement (6492H)

TIDMASW

RNS Number : 6492H

Vista Equity Partners

17 March 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

17 March 2015

Recommended cash acquisition of Advanced Computer Software Group plc by Air Bidco Limited (the "Acquisition")

Disclosure under Rule 2.11 of the City Code on Takeovers and Mergers (the "Code")

On 25 November 2015, Bidco, an investment vehicle indirectly owned by the Vista Funds, announced its firm intention to make an offer for ACS and in that announcement it disclosed that it had received an irrevocable undertaking from Vin Murria to vote in favour of the Scheme at the Court Meeting and in favour of the resolutions to be passed at the General Meeting, in respect of a total of 26,521,310 ACS Shares, representing approximately 5.53 per cent. of the ordinary share capital of ACS in issue on 24 November 2014 (being the latest practicable date prior to the announcement of the Acquisition).

Vin Murria has advised Bidco that she has transferred 10,000,000 ACS Shares to the PS Foundation. Bidco has received an irrevocable undertaking from the PS Foundation in respect of a total of 10,000,000 ACS Shares on the same basis as the irrevocable undertaking entered into by Vin Murria in relation to the Acquisition, details of which are set out in the Scheme Document. As a result there is no change in the total number of ACS Shares that are subject to an irrevocable undertaking to Bidco.

A copy of the irrevocable undertaking received from the PS Foundation will be made available on ACS' and Vista Equity Partners' websites at www.advancedcomputersoftware.com and www.vistaequitypartners.com, respectively, by no later than 12 noon (London time) on 17 March 2015 until the end of the Offer Period.

Note that capitalised terms used in this announcement but not defined have the same meaning as in the scheme document published and posted to ACS Shareholders on 30 January 2015.

 
 Enquiries: 
 Bidco and Vista                          Tel: [phone] 
 Brian Sheth 
  Monti Saroya 
 
 Goldman Sachs International (financial   Tel: [phone] 
  adviser to Bidco and Vista)              1000 
 Gregg Lemkau 
  Nick Harper 
  Nicholas van den Arend 
 

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for BidCo and Vista and no one else in connection with the Acquisition and will not be responsible to anyone other than BidCo and Vista for providing the protections afforded to clients of Goldman Sachs International, or for giving advice in connection with the Acquisition or any matter referred to herein.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

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