Offer Update

 

TIDMASW TIDMBSG 
 
RNS Number : 7317U 
Advanced Computer Software PLC 
30 June 2009 
 

30 June 2009 
 
 
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART 
IN, INTO OR FROM REPUBLIC OF IRELAND, CANADA, UNITED STATES, AUSTRALIA, REPUBLIC 
OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO 
SO. 
 
 
 
 
Recommended cash offer 
for 
Business Systems Group Holdings Plc 
by 
Advanced Computer Software Plc 
 
 
Offer Update 
 
 
Advanced Computer Software Plc ("ACS", AIM: ASW), a leading provider of software 
and IT services, is pleased to announce that further to the announcement made on 
15 June 2009 the Offer for Business Systems Group Holdings Plc ("BSG") (the 
"Offer") will remain open for acceptance until further notice, to allow 
shareholders who have not yet accepted the Offer to do so. 
 
 
The ACS Board is further pleased to announce that as at 1.00 pm on 29 June 2009, 
ACS had received valid acceptances of the Offer in respect of a total of 
57,623,945 BSG Shares (representing approximately 96.6 per cent of the existing 
issued share capital of BSG to which the Offer relates). Valid acceptances have 
been received from certain BSG Shareholders who entered into irrevocable 
commitments to accept the Offer (in respect of 44,682,313 BSG Shares 
representing approximately 74.9 per cent of the existing issued share capital of 
BSG to which the Offer relates). Eyretel Unapproved Pension Scheme, which gave 
an irrevocable commitment to accept the Offer has not been able to accept the 
Offer in respect of 1,535,273 BSG Shares due to administrative arrangements 
(representing approximately 2.57 per cent of the existing issued share capital 
of BSG to which the Offer relates). Full details of the irrevocable commitments 
and the letter of intent are set out in the Offer Document. 
 
 
On 15 June 2009, ACS completed the purchase, pursuant to the Acquisition 
Agreement, of 18,315,018 BSG Shares from Nick Gerard and Malcolm Coleman as 
trustees of the Nick Gerard Life Interest Trust representing approximately 21.4 
per cent. of the issued share capital of BSG (including BSG Shares issued to 
satisfy the options over BSG Shares). 
 
 
The total number of BSG Shares to which the Offer relates (and may therefore be 
counted by ACS towards the satisfaction of its acceptance condition) is 
59,651,607. This does not include 7,536,470 BSG Shares issued in satisfaction of 
the exercise of options over BSG Shares which were exercised prior to the Offer 
being declared unconditional in all respects and for which ACS has now received 
acceptances in full. 
 
 
Save as disclosed in this announcement, neither ACS nor, so far as ACS is aware, 
any person acting or deemed to be acting in concert with ACS has any interest in 
any BSG Shares (to which the Offer relates) or in any securities convertible 
into or exchangeable into BSG Shares or has any rights to subscribe for BSG 
Shares or holds any short position in relation to BSG Shares (whether 
conditional or absolute and whether in the money or otherwise) including any 
short position under a derivative, any agreement to sell or any delivery 
obligation or right to require another person to purchase or take delivery, or 
has borrowed or on lent any BSG Shares. 
 
 
Settlement of Consideration: 
 
 
Settlement of the consideration in respect of acceptances which have been 
received and are valid and complete in all respects will be dispatched within 14 
days of receipt thereof. 
 
 
Enquiries: 
 
 
Advanced Computer Software Plc 
 
Vin Murria, Chief Executive Officer 
              [phone] 
 Karen Bach, Chief Financial Officer 
 
 
Seymour Pierce Ltd 
Richard Feigen 
           [phone] 
Sarah Jacobs 
Christopher Wren 
 
 
College Hill 
Adrian Duffield 
                                   [phone] 
 
 
Copies of the Offer Document and the Form of Acceptance are available from 
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, 
Beckenham, Kent, BR3 4TU during normal business hours on any weekday (Saturdays, 
Sundays and public holidays excluded) while the Offer remains open for 
acceptance. 
 
Terms defined in the Offer Document have the same meaning in this announcement. 
 
Seymour Pierce Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for ACS and no-one 
else in connection with the Offer and will not be responsible to anyone other 
than ACS for providing the protections afforded to clients of Seymour Pierce 
Limited nor for providing advice in relation to the Offer, the content of this 
announcement, or any transaction, arrangement or matter referenced herein. 
 
Singer Capital Markets, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for BSG and no-one 
else in connection with the Offer and will not be responsible to anyone other 
than BSG for providing the protections afforded to clients of Singer Capital 
Markets nor for providing advice in relation to the Offer, the content of this 
announcement, or any transaction, arrangement or matter referenced herein. 
 
This announcement is not intended to and does not constitute, or form any part 
of, an offer to sell or the solicitation of an offer to subscribe for or buy any 
securities, nor shall there be any sale, issue or transfer of the securities 
referred to in this announcement in any jurisdiction in contravention of any 
applicable law. The Offer is made solely by means of the Offer Document and, in 
the case of certificated BSG Shares, the Form of Acceptance accompanying the 
Offer Document. 
 
 
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 United Kingdom. The 
release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law. Persons who are not resident in the 
United Kingdom or who are subject to laws of other jurisdictions should inform 
themselves of, and observe, any applicable requirements. 
The Offer Document is available on the ACS website at 
www.advcomputersoftware.com 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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