Offer for BSG declared wholly unconditional

 

TIDMASW TIDMBSG 
 
RNS Number : 8630T 
Advanced Computer Software PLC 
15 June 2009 
 

15 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 Wholly Unconditional 
 
 
Offer becomes unconditional in all respects. 
 
 
Advanced Computer Software Plc (AIM: ASW), a leading provider of software and IT 
services, is pleased to announce that its offer for Business Systems Group 
Holdings Plc ("BSG") (the "Offer") has become unconditional in all respects 
following satisfaction of the acceptance condition and the passing of the 
resolutions put to shareholders at the general meeting of BSG and the general 
meeting of ACS. All remaining conditions of the Offer have been waived by ACS. 
 
 
As the Offer is now wholly unconditional, it will continue to remain open for 
acceptance until 1.00 pm on 29 June 2009 and remains subject to the further 
terms set out in Part B of Appendix 1 of the Offer Document. Any further 
extensions of the Offer will be publicly announced on 8.00 am on the Business 
Day following the day on which the Offer is due to expire, or such later time as 
the Panel may agree. 
 
 
At 1.00 pm on 12 June 2009 (being the first closing date of the Offer), ACS had 
received valid acceptances of the Offer in respect of a total of 56,853,849 BSG 
Shares (representing approximately 95.3 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 (representing 44,682,313 BSG Shares 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 
(representing approximately 2.57 per cent of the existing issued share capital 
of BSG to which the Offer relates) but is expected to do so shortly. Full 
details of the irrevocable commitments and the letter of intent are set out in 
the Offer Document. 
 
 
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. 
 
 
Acquisition Agreement. 
 
 
ACS will today complete 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). 
Accordingly upon completion of the Acquisition Agreement, Nick Gerard and 
Malcolm Coleman, as trustees of the Nick Gerard Life Interest Trust, will enter 
into undertakings in favour of ACS and Seymour Pierce not to dispose of the 
shares in ACS allotted to them pursuant to the Acquisition Agreement for a 
period of 12 months after their admission to AIM (the "Initial Period") save 
with the prior consent of ACS and Seymour Pierce and in limited circumstances. 
In addition, for the 12 months following the Initial Period, to help preserve an 
orderly market in ACS shares they will agree only to dispose of these shares 
through ACS's broker from time to time and provided it is able to procure a 
buyer within 10 Business Days, on customary terms. 
Acceptance of the Offer. 
 
 
Shareholders who wish to accept the Offer: 
 
 
BSG Shareholders who have not already accepted the Offer and wish to do so 
should: 
 
 
  *  in respect of BSG Shares held in certificated form, complete, sign and return 
  the Form of Acceptance, which accompanied the Offer Document together with their 
  share certificate(s), in accordance with the instructions contained therein and 
  set out in the Offer Document, as soon as possible and, in any event, so as to 
  be received by Capita Registrars by no later than 1.00pm (London time) on 29 
  June 2009; 
 
 
 
  *  in respect of BSG Shares held in CREST, follow the procedure for electronic 
  acceptance through CREST in accordance with the instructions set out in the 
  Offer Document so that the TTE Instruction settles as soon as possible and, in 
  any event, by no later than  1.00pm (London time) on 29 June 2009. 
 
 
 
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. 
 
 
Cancellation of admission to trading on AIM and Compulsory Acquisition: 
 
 
In accordance with the AIM Rules, trading on AIM in BSG Shares will be cancelled 
to take effect from 7.00am on 14 July 2009. Accordingly the last day of dealings 
in BSG Shares will be 13 July 2009. 
 
 
The cancellation of the admission to trading of BSG Shares on AIM will 
significantly reduce the liquidity and marketability of any BSG Shares held by 
persons who have not accepted the Offer at that time and BSG Shareholders should 
be aware that there may be no future market for a BSG Shareholder to realise 
their investment in BSG. 
 
 
Following the delisting and the cancellation of admission to trading of BSG 
Shares on AIM, BSG will be re-registered as a private limited company under the 
provisions of section 53 of the Companies Act 1985. 
 
 
Further, as set out in the Offer Document, as ACS has received acceptances under 
the Offer in respect of 90 per cent. or more of the BSG Shares to which the 
Offer relates, ACS will exercise its rights pursuant to sections 974 to 991 of 
the Companies Act 2006 to acquire compulsorily the remaining BSG Shares in 
respect of which the Offer has not been accepted. 
 
 
Settlement of Consideration: 
 
 
Settlement of the consideration due under the Offer in respect of valid 
acceptances which have been received and are complete in all respects will be 
dispatched on or before 29 June 2009. Settlement of the consideration in respect 
of further 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 and on the BSG website at www.bsg.co.uk. 
 
 
Dealing Disclosure Requirements: 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. or more of any class of 
"relevant securities" of BSG, all "dealings" in any "relevant securities" of BSG 
(including by means of an option in respect of, or a derivative referenced to, 
any such "relevant securities") must be publicly disclosed by no later than 3.30 
pm (London time) on the Business Day following the date of the relevant 
transaction. This requirement will continue until the date on which the Offer 
becomes wholly unconditional as to acceptances or lapses or is otherwise 
withdrawn or on which the "offer period" otherwise ends. If two or more persons 
act together pursuant to an agreement or understanding, whether formal or 
informal, to acquire an "interest" in "relevant securities" of BSG, they will be 
deemed to be a single person for the purpose of Rule 8.3. 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of BSG by ACS or BSG, or by any of their respective "associates", 
must be disclosed by no later than 12.00 noon (London time) on the Business Day 
following the date of the relevant transaction. 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000, consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number [phone]; fax [phone]. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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