Offer for Business Systems Group Holdings PLC

 

TIDMASW TIDMBSG 
 
RNS Number : 9043R 
Advanced Computer Software PLC 
08 May 2009 
 

Not for release, publication or distribution, 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 
 
 
RECOMMENDED CASH OFFER FOR BUSINESS SYSTEMS GROUP HOLDINGS PLC BY ADVANCED 
COMPUTER SOFTWARE PLC 
 
 
Summary 
 
  *  The ACS Directors and the Independent BSG Director announce that they have 
  reached agreement on the terms of a recommended cash offer to be made by ACS for 
  the entire issued and to be issued share capital of BSG (other than certain BSG 
  Shares which have been conditionally acquired by ACS outside the Offer). 
  *  Under the terms of the Offer, BSG Shareholders will receive 19.11 pence in cash 
  for each BSG Share. The Offer values the fully diluted share capital of BSG at 
  approximately GBP15.5 million (net of the cash received on exercise of options). 
  *  The price to be paid under the Offer represents a premium of approximately: 
  *  
    *  
    *  
    *  27 per cent. to the closing price of BSG Shares of 15 pence per BSG Share on 7 May 2009, being the last business day prior to this announcement:57 per cent. to 12.17 pence, being the average closing price per BSG Share over the three months prior to 7 May 2009; and44 per cent. to 13.29 pence, being the average closing price per BSG Share over the twelve months prior to 7 May 2009.
 
 
  *  ACS (AIM:ASW) is a leading provider of software and IT services to the primary 
  care sector. ACS services approximately 95% of Out-of-Hours operational hubs and 
  approximately 50% of NHS walk-in clinics in England.  ACS occupies a 
  strategically important niche in the IT framework of the NHS, from which it 
  intends to expand. 
  *  The acquisition of BSG will enable ACS to provide immediately effective hosting, 
  managed services and outsourcing capabilities to its customers across the NHS 
  Primary Care sector. The acquisition will allow for expansion and faster roll 
  out of ACS's core growth products for Out-of-Hours Care, Walk-in Centres, 
  Polyclinics, Urgent Care centres and for the rapid rollout of iNurse and End of 
  Life applications. The acquisition will support the recurring hosted (SaaS) 
  model of these applications across the NHS, Charities, and Communities. 
  *  BSG (AIM:BSG) provides outsourced managed services, designing, deploying and 
  operating all or part of its clients' technical infrastructure and system 
  operations. The business's services range from the delivery of complex 
  infrastructure design and operation, to the development of business applications 
  and their hosting and support. Vin Murria, CEO of ACS, said: 
 
"With its hosting, disaster recovery and outsourcing capabilities, the 
acquisition of BSG will enable ACS to speed up the rollout of our core growth 
SaaS products, in particular iNurse (a mobile device for community nurses), 
Summary Care Record (a single view of the patient record) and End of Life 
(applications for managing palliative care).  ACS has progressively moved to 
providing hosting services to its Out of Hours customers, and the acquisition of 
BSG will provide greater bandwidth to drive this process more effectively.  The 
Board of ACS is looking forward to working with the BSG team to deliver the 
cross selling opportunities and synergies that have already been identified." 
Nick Gerard, Group Chief Executive of BSG, said: 
"The benefit to BSG in being part of the ACS group is substantial. Our strategy 
is to grow our contracted revenues and the opportunity to do this within ACS 
around strategic product rollouts is supportive of the company's overall 
direction. We look forward to leveraging the synergies and cross-selling 
opportunities of the two organisations to support and deliver the operational 
back-office efficiencies required by all businesses in the public and private 
sector." 
  *  Irrevocable undertakings to accept the Offer and vote in favour of the 
  resolution at the General Meeting have been received from the Independent 
  Director and certain shareholders of BSG. Nick Gerard has also irrevocably 
  undertaken to accept the Offer in respect of all of the BSG Shares in which he 
  is interested save for those subject to the Acquisition Agreement. These 
  undertakings are in aggregate in respect of 44,137,586 BSG Shares (representing, 
  as at the date of this announcement, approximately 74 per cent. of the existing 
  issued share capital of BSG to which the Offer relates). In addition ACS has 
  received a letter of intent in respect of a further 2,100,000 BSG Shares 
  (representing as at the date of this announcement, approximately 3.5 per cent. 
  of the existing issued share capital of BSG to which the Offer relates) which 
  together with the Irrevocable Undertakings represents, as at the date of this 
  announcement, 77.5 per cent. of the BSG Shares to which the Offer relates. 
  *  The Independent BSG Director, who has been so advised by Singer Capital Markets, 
  considers the terms of the Offer to be fair and reasonable and in the best 
  interests of BSG Shareholders as a whole. In providing its advice to the 
  Independent BSG Director, Singer Capital Markets has taken into account the 
  commercial assessments of the Independent BSG Director. 
  *  Accordingly, the Independent BSG Director intends to recommend that 
  BSG Shareholders accept the Offer and vote in favour of the resolution to be 
  proposed at the General Meeting as the Independent BSG Director has irrevocably 
  undertaken to do in respect of his own beneficial holding of  423,781 BSG 
  Shares, representing as at the date of this announcement approximately 0.71 per 
  cent. of the existing issued share capital of BSG, to which the Offer relates on 
  the terms of the Independent BSG Directors Irrevocable Undertaking. 
  *  ACS has conditionally agreed, under the terms of the Acquisition Agreement, to 
  acquire 18,315,018 BSG Shares from the trustees of the Nick Gerard Life Interest 
  Trust, representing, as at the date of this announcement 23.5 per cent. of the 
  issued share capital of BSG in exchange for the issue and allotment of 
  14,000,000 ACS shares to the trustees of Nick Gerard's Life Interest Trust. This 
  arrangement has been agreed for Nick Gerard as an employee who will continue to 
  manage the BSG business within the ACS group after the Offer has completed. The 
  Acquisition Agreement is conditional, inter alia, upon the Offer becoming or 
  being declared unconditional in all respects. This condition may be waived by 
  ACS if, in order to declare the Offer unconditional as to acceptances, the 
  purchase of the BSG Shares pursuant to the Acquisition Agreement is required to 
  be counted towards the fulfillment of any condition of the Offer. The 
  Acquisition Agreement is also conditional upon ACS shareholders passing a 
  resolution at a general meeting to enable ACS to allot ACS shares to the 
  trustees of Nick Gerard's Life Interest Trust in satisfaction of its 
  obligations. 
  *  The Offer will, when formally made, be conditional upon the receipt of 
  acceptances in respect of BSG Shares, which together with BSG Shares 
  acquired under the Acquisition Agreement or acquired or agreed to be acquired 
  before or during the Offer will result in ACS holding BSG Shares carrying more 
  than 75 per cent. of the voting rights then normally exercisable at a general 
  meeting of BSG. 
 
  *  The Offer Document containing further details of the Offer and the Form of 
  Acceptance will be posted as soon as reasonably practicable. The Offer will be 
  subject, inter alia, to the satisfaction or waiver of the conditions set out in 
  Appendix I to this announcement and in the Offer Document. 
 
Seymour Pierce is acting as sole financial adviser and corporate broker to ACS. 
Singer Capital Markets is acting as financial adviser and corporate broker to 
BSG. 
This summary should be read in conjunction with, and is subject to, the full 
text of the following announcement and the Appendices. The Offer will be subject 
to the conditions set out in Appendix I to this announcement. Appendix II to 
this announcement contains the bases and sources of certain information 
contained in this announcement. Appendix III to this announcement contains 
details of the irrevocable undertakings. Appendix IV to this announcement 
contains the definitions of certain terms used in this summary. 
 
 
Enquiries: 
 
 
+---------------------------------------------+----------------------------+ 
| ADVANCED COMPUTER SOFTWARE PLC              | Telephone: [phone]     | 
| Vin Murria, Chief Executive Officer         | 5088                       | 
| Karen Bach, Chief Financial Officer         |                            | 
+---------------------------------------------+----------------------------+ 
| BUSINESS SYSTEMS GROUP HOLDINGS PLC         | Telephone: [phone]     | 
| Nick Gerard, Group Chief Executive          | 8888                       | 
| James Wheaton, Group Finance Director       |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| Seymour Pierce LIMITED                      |     Telephone: [phone] | 
| (Financial Adviser and Corporate Broker to  |                       8000 | 
| ACS)                                        |                            | 
| Richard Feigen                              |                            | 
| Sarah Jacobs                                |                            | 
| Christopher Wren                            |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| SINGER CAPITAL MARKETS                      |     Telephone: [phone] | 
| (Financial Adviser and Corporate Broker to  |                       7500 | 
| BSG)                                        |                            | 
| Shaun Dobson                                |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| COLLEGE HILL ASSOCIATES                     |     Telephone: [phone] | 
| (Financial PR Advisers to ACS)              |                       2815 | 
| Adrian Duffield                             |                            | 
| Carl Franklin                               |                            | 
| Jon Davies                                  |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| CONFERENCE CALL FOR ANALYSTS                |                            | 
| A conference call for analysts will be held |                            | 
| this morning, Friday 8 May at 08:00 UK      |                            | 
| time.                                       |                            | 
| To register your participation, please      |                            | 
| contact:                                    |                            | 
| [e-mail]               |                            | 
| To participate dial:                        |                            | 
| UK Freephone: 0800 694 0257                 |                            | 
| Conference ID: 99209485                     |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
 
 
Seymour Pierce, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for ACS and no one else in connection with the 
Offer and this announcement and will not be responsible to anyone other than ACS 
for providing the protections afforded to clients of Seymour Pierce or for 
providing advice in connection with the Offer or any matter referred to herein. 
Singer Capital Markets, which is authorised and regulated 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 or for 
providing advice in connection with the Offer or any matter referred to herein. 
This announcement is for information purposes only and does not constitute an 
offer to sell or invitation to purchase or subscribe for any securities or the 
solicitation of an offer to sell or invitation to purchase or subscribe for any 
securities or any vote for approval in any jurisdiction, nor shall there be any 
sale, issue or transfer of the securities referred to in this announcement in 
any jurisdiction in contravention of applicable law. The Offer will be made 
solely by the Offer Document and the Form of Acceptance accompanying the Offer 
Document, which will contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. Any response in relation to 
the Offer should be made only on the basis of the information contained in the 
Offer Document or any document by which the Offer is made. This announcement 
does not constitute a prospectus or prospectus equivalent 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. 
Shareholders in the United States should note that the Offer relates to the 
shares of a UK company and will be governed by English law. Neither the proxy 
solicitation nor the tender offer rules under the US Securities Exchange Act of 
1934, as amended, will apply to the Offer. Moreover, the Offer will be subject 
to the disclosure requirements and practices applicable in the UK, which differ 
from the disclosure requirements of the US proxy solicitation rules and tender 
offer rules. Financial information included in this announcement and the Offer 
documentation with respect to BSG has been or will have been prepared in 
accordance with IFRS and may not be comparable to financial information of US 
companies or companies whose financial statements are prepared in accordance 
with US GAAP. 
If the Offer is carried out by way of an offer, the Offer will not be made, 
directly or indirectly, in, into or from a Restricted Jurisdiction where to do 
so would violate the laws in that jurisdiction, and the Offer will not be 
capable of acceptance from or within a Restricted Jurisdiction. Accordingly, 
copies of this announcement and all documents relating to the Offer are not 
being, and must not be, directly or indirectly, mailed or otherwise forwarded 
(including, without limitation, by telex, facsimile transmission, telephone, 
internet or other forms of electronic communication), distributed or sent in, 
into or from a Restricted Jurisdiction where to do so would violate the laws in 
that jurisdiction, and persons receiving this announcement and all documents 
relating to the Offer (including custodians, nominees and trustees) must not 
mail or otherwise distribute or send them in, into or from such jurisdictions as 
doing so may invalidate any purported acceptance of the Offer. The availability 
of the Offer to BSG Shareholders who are not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdictions in which they are 
resident. Persons who are not resident in the United Kingdom should inform 
themselves of, and observe, any applicable requirements. 
BSG will prepare the Offer Document to be distributed to BSG Shareholders. 
BSG and ACS urge BSG Shareholders to read the Offer Document when it becomes 
available because it will contain important information relating to the Offer. 
No listing authority or equivalent has reviewed, approved or disapproved of this 
announcement or any of the proposals described herein. 
Any document, announcement or information relating to the Offer will be 
published on 
both ACS and BSG websites: www.advcomputersoftware.com and 
www.bsg.co.uk 
Forward Looking Statements 
This announcement contains statements about ACS and BSG that are or may be 
forward looking statements. All statements other than statements of historical 
facts included in this announcement may be forward looking statements. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans" "believes", "expects", "aims"," intends", "will", "may", 
"anticipates", "estimates", "projects", "should" or, words or terms of similar 
substance or the negative thereof, are forward looking statements. Forward 
looking statements include statements relating to the following: statements 
relating to the expected benefits of the acquisition to ACS, background and 
reasons for the offer, expectations of the impact of the acquisition on revenue 
and earnings of ACS, information on the prospects of ACS or BSG future capital 
expenditures, expenses, revenues, earnings, synergies, economic performance, and 
future prospects. 
Such forward looking statements involve risks and uncertainties that could 
significantly affect expected results and are based on certain key assumptions. 
Many factors could cause actual results to differ materially from those 
projected or implied in any forward looking statements, including risks relating 
to the successful integration of BSG with ACS; higher than anticipated costs 
relating to the integration of BSG or investment required in BSG to realise 
expected benefits and facts relating to BSG that may impact the timing or amount 
of benefit realised from the acquisition that are unknown to ACS. Due to such 
uncertainties and risks, readers are cautioned not to place undue reliance on 
such forward looking statements, which speak only as of the date hereof. ACS and 
BSG disclaim any obligation to update any forward looking or other statements 
contained herein, except as required by applicable law. 
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]. 
 
 
 
 
Not for release, publication or distribution, 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 
 
 
8 May 2009 
 
 
RECOMMENDED CASH OFFER FOR BUSINESS SYSTEMS GROUP HOLDINGS PLC BY ADVANCED 
COMPUTER SOFTWARE PLC 
 
 
1. Introduction 
 
 
The ACS Directors and the Independent BSG Director are pleased to announce that 
they have reached agreement on the terms of a recommended cash offer to be made 
by ACS for the entire issued and to be issued share capital of BSG (other than 
certain BSG Shares which have been conditionally acquired by ACS outside the 
Offer on the terms referred to below). 
 
 
2. The Offer 
 
 
The Offer (which will be subject to the conditions and further terms set out 
below, in Appendix I to this announcement and in the Offer Document and the Form 
of Acceptance) will be made on the following terms: 
 
 
for each BSG Share19.11 pence in cash 
 
 
The Offer values the fully diluted share capital of BSG at approximately 
GBP15.5 million (net of cash received on exercise of options). The consideration 
each BSG Shareholder will receive pursuant to the Offer will be rounded up to 
the nearest penny. 
 
 
The Offer will, when formally made, be conditional upon the receipt of 
acceptances in respect of BSG Shares, which together with BSG Shares acquired 
under the Acquisition Agreement or acquired or agreed to be acquired before or 
during the Offer will result in ACS holding BSG Shares carrying more than 75 per 
cent. of the voting rights then normally exercisable at a general meeting of 
BSG. 
 
 
The price to be paid under the Offer represents a premium of approximately: 
 
 
  *  27 per cent. to the closing price of BSG Shares of 15 pence per BSG Share on 7 
  May 2009, being the last business day prior to this announcement; 
 
 
 
  *  57 per cent. to 12.17 pence, being the average closing price per BSG Share over 
  the three months prior to 7 May 2009; and 
 
 
 
  *  44 per cent. to 13.29 pence, being the average closing price per BSG Share over 
  the twelve months prior to 7 May 2009. 
 
 
 
The BSG Shares will be acquired pursuant to the Offer fully paid and free from 
all liens, charges, equitable interests, encumbrances, rights of pre-emption and 
any other rights and interests of any nature whatsoever and together with all 
rights now and hereafter attaching thereto, including voting rights and the 
right to receive and retain in full all dividends and other distributions (if 
any) declared, made or paid on or after the date of this announcement. 
 
 
The Offer Document containing further details of the Offer and the Form of 
Acceptance will be posted as soon as reasonably practicable.  The Offer will be 
subject to the satisfaction or waiver of the conditions set out in Appendix I to 
this announcement and in the Offer Document. 
 
3. Background to and reasons for the Offer 
 
 
ACS is driving organic growth by enhancing its product range and developing 
hosted mobile applications to be sold into the Community, Nursing, and 
Palliative Care sectors.  ACS intends to acquire BSG in order to expand its 
business into the development of hosted mobile applications and support its 
customers' additional requirements for managed services, hosting, outsourcing 
and disaster recovery. The acquisition should allow BSG to benefit from ACS's 
established capabilities and relationships across the health care sector where 
ACS's customer base includes approximately 95% of the Primary Care Out-of-Hours 
market and approximately 50% of the Walk in Centre market. 
 
 
BSG's hosted facilities, Sharepoint skills and Business Intelligence tools 
should facilitate ACS's goals of delivering these additional products whilst 
also providing operating and back office infrastructure services to the NHS as 
the public sector strives to achieve operational efficiencies and cost savings 
in a difficult economic climate. 
 
 
ACS considers BSG's skills and knowledge base to be complementary to ACS's 
support activities. Importantly, BSG is a Microsoft and Sharepoint accredited 
partner which should provide ACS with further access to these core skill 
requirements.  BSG hopes to benefit from ACS's proven record in the development 
of healthcare compliant products and its first class reputation in the 
healthcare community and this should help accelerate BSG's growth by providing 
access to a wider customer base. 
 
BSG's hosting and outsourcing business is a preferred supplier to a number of 
major Not-for-Profit and Corporate organisations and ACS is confident that its 
ownership of BSG should further strengthen these relationships. BSG's activities 
in this sector provide an opportunity for ACS to expand into the market for 
comparison analytical tools including Business Intelligence and Data 
Warehousing.  BSG has established data centres which will allow ACS to deploy 
its new products rapidly and securely and deliver cost advantages to its 
proposed customers. 
 
 
BSG has a sound financial track record with a product portfolio and sales 
pipeline which should support continued revenue growth. 
 
4. Arrangements with Nick Gerard 
 
 
The continuing commitment of Nick Gerard, currently Chief Executive of BSG, 
after completion of the Offer has been key to ACS's decision to proceed with the 
Offer. Nick Gerard co-founded BSG in 1987, continues to run the business and 
together with his trust is BSG's largest shareholder, holding 59.9 per cent. of 
its existing issued share capital. It is intended that Nick Gerard will operate 
the BSG business within the ACS group after completion of the Offer and in order 
to guarantee his ongoing commitment, as a condition of the Offer, he has agreed 
to accept ACS shares in exchange for approximately 40 per cent. of his trust's 
holding. Terms have therefore been reached for Nick Gerard's trust to sell part 
of its shareholding in BSG in consideration of the issue of shares in ACS as set 
out below. 
 
 
Pursuant to the Acquisition Agreement, ACS has conditionally agreed to acquire 
at the Offer Price, in aggregate 18,315,018 BSG Shares from Nick Gerard and 
Malcolm Coleman, as trustees of the Nick Gerard Life Interest Trust, 
representing 23.5 per cent. of the issued share capital of BSG, as at the date 
of this announcement, in exchange for the issue of 14,000,000 ACS shares of 10 
pence each at an issue price of 25 pence per ACS share.  Upon completion of the 
Acquisition Agreement, Nick Gerard will be interested in approximately 6.8 per 
cent. of the issued share capital of ACS. The 25 pence exchange ratio was 
derived from the trading price of ACS shares at the time the in principle 
agreement was made between the parties, which was prior to the recent sharp 
price rise following the release of ACS's preliminary results on 27 April 2009. 
 
 
The Acquisition Agreement is conditional upon, inter alia, the Offer becoming or 
being declared unconditional in all respects. This condition may be waived by 
ACS if, in order to declare the Offer unconditional as to acceptances, the 
purchase of the BSG Shares pursuant to the Acquisition Agreement is required to 
be counted towards fulfilling any condition of the Offer.  The Acquisition 
Agreement is also conditional upon ACS shareholders passing an ordinary 
resolution at a general meeting to enable ACS to allot the consideration shares 
to Nick Gerard's Life Interest Trust in satisfaction of its obligations. 
 
 
On completion of the Acquisition Agreement, Nick Gerard and Malcolm Coleman 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 able to procure a buyer within 10 
Business Days, on customary terms. 
 
 
Further details of the Acquisition Agreement will be set out in the Offer 
Document. 
 
 
Singer Capital Markets considers the terms of the arrangements with Nick Gerard 
described in this paragraph 4 to be fair and reasonable so far as the 
Independent Shareholders are concerned. 
 
 
The Offer is conditional on, inter alia, the Independent Shareholders approving 
this arrangement at a general meeting. Such approval must, as required by Note 4 
on Rule 16 of the City Code, be an ordinary resolution passed on a poll at a 
general meeting (or any adjournment thereof) of BSG. Accordingly, notice of the 
General Meeting will be set out in the Offer Document. 
 
 
5. The Independent BSG Director 
 
 
Since Vin Murria is both Chairman of BSG and Chief Executive Officer of ACS and 
Nick Gerard will exchange part of his trust's holding of BSG Shares for shares 
in ACS and have an ongoing role within the enlarged ACS group following the 
Unconditional Date, the Board of BSG has constituted an independent committee to 
consider the Offer. This Independent Committee consists solely of James Wheaton. 
 
 
6. Recommendation 
 
 
The Independent BSG Director, who has been so advised by Singer Capital Markets, 
considers the terms of the Offer to be fair and reasonable. In providing its 
advice to the Independent BSG Director, Singer Capital Markets has taken into 
account the commercial assessments of the Independent BSG Director. In addition, 
the Independent BSG Director considers the terms of the Offer to be in the best 
interests of BSG Shareholders as a whole. 
 
 
Accordingly, the Independent BSG Director intends to recommend that BSG 
Shareholders accept the Offer and vote in favour of the resolution at the 
General Meeting as the Independent BSG Director has irrevocably undertaken to do 
in respect of his own beneficial holdings of 423,781 BSG Shares, representing as 
at the date of this announcement, approximately 0.71 per cent. of the existing 
issued share capital of BSG, to which the Offer relates on the terms of the 
Independent BSG Director's Irrevocable Undertaking. 
 
7. Background to and reasons for the recommendation 
 
 
In considering whether to recommend the terms of the Offer, the Independent 
Director has taken into account the following factors: 
  *  the stated strategy of the BSG Directors has been to increase shareholder value 
  by growing the services part of the BSG Group, while maintaining the size of the 
  infrastructure and application development divisions, which both operate in 
  fiercely competitive markets. The contractual revenues in the services business 
  have been steadily grown over the last three years as a result of BSG being 
  early into the market of bringing managed services technology to mid-sized 
  businesses.  Moreover, the high levels of fixed costs within the business have 
  given rise to operational gearing benefits from the growth. However, despite the 
  growth of recent years, the services business remains sub-scale and organic 
  growth is limited by the pace at which new custom can be implemented, while the 
  competitive position is limited by the generic nature of the technology. 
  Therefore, to accelerate the growth of the services business and to strengthen 
  its competitive position, the business would benefit from the greater scale and 
  access to new markets that the proposed transaction would create; 
  *  given its low market capitalisation and ownership structure, BSG has not 
  attracted a particularly broad institutional shareholder base and its shares are 
  extremely illiquid.  As a result, sales of even small numbers of BSG Shares 
  often have a disproportionate effect on the Company's share price.  These 
  factors, together with the continued reliance on the low margin infrastructure 
  division, have meant that BSG's market valuation over the past few years has 
  been close to its net cash balances, notwithstanding the overall growth in the 
  services business and the increase in contractual revenues in the BSG Group. The 
  liquidity restraints and low valuation have represented significant barriers to 
  the minority shareholders' ability to realise their investment in the Company; 
  and 
  *  the Offer represents a significant premium to the current share price of BSG 
  and, other than during a brief period in 2005, is at a higher level than the 
  mid-market closing price has been at any time since 2001. The Offer therefore 
  represents an opportunity for BSG Shareholders to receive an immediate cash exit 
  for their shareholding. 
 
 
 
8. Irrevocable undertakings and Letter of Intent 
 
 
Irrevocable undertakings to accept the Offer and vote in favour of the 
resolution at the General Meeting have been received from the Independent 
Director and certain shareholders of BSG. Nick Gerard has also irrevocably 
undertaken to accept the Offer in respect of all of the BSG Shares in which he 
is interested save for those subject to the Acquisition Agreement. These 
undertakings are in aggregate in respect of 44,137,586 BSG Shares (representing 
as at the date of this announcement approximately 74 per cent. of the existing 
issued share capital of BSG, to which the Offer relates). The irrevocable 
undertakings provided by the Independent Director, Nick Gerard and Malcolm 
Coleman as trustees of Nick Gerard Life Interest Trust will continue to be 
binding in the event of a higher offer being made for the BSG Shares by a 
competing third party. The irrevocable undertakings in relation to certain of 
the Independent Shareholders are summarised in Appendix III. 
In addition ACS has received a letter of intent in respect of a further 
2,100,000 BSG Shares (representing as at the date of this announcement, 
approximately 3.5 per cent. of the existing issued share capital of BSG to which 
the Offer relates) which together with the Irrevocable Undertakings represents, 
as at the date of this announcement, 77.5 per cent of the BSG Shares to which 
the Offer relates. 
 
 
The Irrevocable Undertakings in relation to certain of the Independent 
Shareholders and the Letter of Intent are summarised in Appendix III. 
 
 
9. Information on ACS 
 
 
ACS (AIM:ASW), is a leading provider of software and IT services to the primary 
care sector. Through its subsidiary Adastra, ACS services approximately 95% of 
Out-of-Hours operational hubs and approximately 50% of NHS walk-in clinics in 
England. Adastra's software interoperates with more than 100 other IT systems 
serving both the primary care and the acute parts of the NHS. A secondary 
product automates the flow of information between the National Nurse Helpline 
Services (NHS Direct, NHS24 and NHS Wales) and the operational hubs of the 
Primary Care Trusts. 
 
ACS occupies a strategically important niche in the IT framework of the NHS, 
from which it intends to expand through a strategy of product innovation, 
selective acquisitions and/or technical collaborations, thus consolidating a 
fragmented market. By broadening its products and services, the ACS group aims 
to improve the flow of patient information throughout primary care using, where 
possible, a single view of the patient record. At the same time, the ACS group's 
strategy is designed to maximise opportunities for cost savings, shared R&D and 
cross-selling, whilst aligning with recent changes in NHS IT procurement that 
increase the purchasing power of the primary care segment. 
 
 
10. Information on BSG 
 
 
BSG designs, deploys and operates all or part of its clients' business 
operations. BSG achieves this through specialist sector knowledge, delivering 
economies and business benefits to its clients and their customers. Since 1987, 
BSG has developed its capabilities to deliver sophisticated IT solutions both on 
a project and contracted long term basis. Most recently, BSG has developed 
shared services designed to deliver "utility" technologies such as email, file 
and print, application platforms, backup and disaster recovery. The market is 
increasingly receptive to these types of service as they are highly competitive 
and consumed against a service level on a scalable pay per use model. 
Complementing the provision of these "utility" services, BSG provides consulting 
and development services for those customers who require bespoke line of 
business applications, often delivering these on a multi-year, contracted basis. 
 
 
 
BSG's customers range from large multinational companies, which typically 
outsource specific islands of technology, to medium sized firms, which often 
outsource all of their IT functions. 
 
 
11. Current trading and prospects of BSG 
 
 
The stated strategy of the BSG Directors over the past few years, has been to 
grow the services part of the BSG Group, while maintaining the size of the 
infrastructure and application development divisions. In line with this 
strategy, contractual revenues within the BSG Group have continued to grow and 
BSG's trading has proceeded in line with the BSG Directors' expectations. The 
post-acquisition strategic review of the BSG business will focus on expanding 
the contractual revenues model. 
 
 
12. Delisting and Compulsory Acquisition 
 
 
If ACS receives acceptances under the Offer in respect of, and/or otherwise 
acquires, 90 per cent. or more by nominal value and voting rights of the BSG 
Shares to which the Offer relates and assuming all other conditions of the Offer 
have been satisfied or waived (if they are capable of being waived), ACS intends 
to exercise its rights pursuant to the provisions of Part 28 of the Companies 
Act 2006 to acquire compulsorily the remaining BSG Shares to which the Offer 
relates on the same terms as the Offer. 
 
 
Upon the Offer becoming or being declared unconditional in all respects and 
subject to any applicable requirements of the London Stock Exchange, ACS intends 
to procure that BSG will apply to the London Stock Exchange for the cancellation 
of Admission to AIM and the cancellation of trading of the BSG Shares. Provided 
ACS has acquired, by virtue of its shareholdings and acceptances of the Offer, 
BSG Shares carrying more than 75 per cent. of the voting rights of BSG and 
provided the Offer has become or has been declared unconditional in all 
respects, it is anticipated that such cancellation will take effect no earlier 
than 20 business days after ACS has acquired or agreed to acquire 75 per cent. 
of the voting rights attaching to the BSG Shares. The cancellation of trading of 
BSG Shares will significantly reduce the liquidity and marketability of any BSG 
Shares not assented to the Offer. 
 
 
It is also intended that, following the Offer becoming unconditional in all 
respects and after the cancellation of admission of the BSG Shares from AIM, ACS 
will seek to re-register BSG as a private limited company. 
 
 
Further details of the Offer will be contained in the Offer Document. 
 
 
13. Management and employees 
 
 
ACS attaches great importance to the skills and experience of the existing 
management and employees of BSG and ACS expects that BSG's employees will play 
an important role in the enlarged group. 
 
ACS has given the board of BSG assurances that, following completion of the 
Offer, the existing employment rights, including pension rights, of the 
management and employees of BSG will be safeguarded. ACS's plans for BSG do not 
involve any material change in the conditions of employment of BSG's employees 
although it is intended that ACS will review the strategic options for the 
current business operations of BSG after the Offer has become or been declared 
wholly unconditional. 
 
 
14. BSG Share Schemes 
 
 
Participants in the BSG Share Schemes will be contacted regarding the effect of 
the Offer on their rights under those schemes and appropriate proposals will be 
made to such participants in due course. Further details of these proposals will 
be set out in separate letters to be sent to participants in the BSG Share 
Schemes. 
 
 
15. Financing 
 
 
The cash consideration payable by ACS under the terms of the Offer will be 
funded using ACS's existing cash resources. 
 
 
Seymour Pierce, financial adviser and corporate broker to ACS, is satisfied that 
sufficient resources are available to satisfy the full cash consideration 
payable to BSG Shareholders under the terms of the Offer. 
 
 
16. Disclosure of interests in BSG 
 
 
As at 7 May 2009, the last practicable date before this announcement, and save 
for the irrevocable undertakings referred to in paragraph 8 above, neither ACS 
nor any ACS Directors nor, so far as ACS is aware, any party acting in concert 
with ACS, has any interest in, or right to subscribe for, any BSG Shares or any 
BSG Securities, nor does any such person have any short position (whether 
conditional or absolute and whether in the money or otherwise) including short 
positions under derivatives or arrangement in relation to BSG Securities. For 
these purposes, "arrangement" includes any indemnity or option arrangement or 
any agreement or understanding, formal or informal, of whatever nature, relating 
to BSG Securities which may be an inducement to deal or refrain from dealing in 
such securities. In the interests of secrecy prior to this announcement, ACS has 
not made any enquiries in this respect of the matters referred to in this 
paragraph of certain parties who may be deemed by the Panel to be acting in 
concert with them for the purposes of the Offer. Enquiries of such parties will 
be made as soon as practicable following the date of this announcement and any 
material disclosure in respect of such parties will be included in the Offer 
Document. 
 
 
17. General 
 
 
ACS reserves the right, with the consent of the Panel, to elect to implement the 
Offer by undertaking a scheme of arrangement. 
 
 
The Offer will be made on the terms and subject to the conditions and further 
terms set out herein and in Appendix I to this announcement and to be set out in 
the Offer Document and the Form of Acceptance. The Offer Document will include 
full details of the Offer, together with notice of the General Meeting and the 
expected timetable of the Offer. The Offer Document and the Form of Acceptance 
will be dispatched to BSG Shareholders in due course. The Offer will be subject 
to the applicable requirements of the City Code, the Panel, the London Stock 
Exchange and the Financial Services Authority. 
Appendix II to this announcement contains details of the sources of information 
and bases of calculations set out in this announcement. Appendix III to this 
announcement contains details of the irrevocable undertakings that have been 
provided to ACS. Appendix IV to this announcement contains definitions of 
certain expressions used in this announcement. 
This announcement does not constitute an offer to sell or an invitation to 
purchase or subscribe for any securities. This announcement also does not 
constitute a prospectus or prospectus equivalent document. 
 
 
Seymour Pierce, which is authorised and regulated by the Financial Services 
Authority, is acting exclusively for ACS and no one else in connection with the 
Offer and this announcement and will not be responsible to anyone other than ACS 
for providing the protections afforded to clients of Seymour Pierce or for 
providing advice in connection with the Offer or any matter referred to herein. 
Singer Capital Markets, which is authorised and regulated 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 or for 
providing advice in connection with the Offer or any matter referred to herein. 
This announcement is for information purposes only and does not constitute an 
offer to sell or invitation to purchase or subscribe for any securities or the 
solicitation of an offer to sell or invitation to purchase or subscribe for any 
securities or any vote for approval in any jurisdiction, nor shall there be any 
sale, issue or transfer of the securities referred to in this announcement in 
any jurisdiction in contravention of applicable law. The Offer will be made 
solely by the Offer Document and the Form of Acceptance accompanying the Offer 
Document, which will contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. Any response in relation to 
the Offer should be made only on the basis of the information contained in the 
Offer Document or any document by which the Offer is made. This announcement 
does not constitute a prospectus or prospectus equivalent 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. 
Shareholders in the United States should note that the Offer relates to the 
shares of a UK company and will be governed by English law. Neither the proxy 
solicitation nor the tender offer rules under the US Securities Exchange Act of 
1934, as amended, will apply to the Offer. Moreover, the Offer will be subject 
to the disclosure requirements and practices applicable in the UK, which differ 
from the disclosure requirements of the US proxy solicitation rules and tender 
offer rules. Financial information included in this announcement and the Offer 
documentation with respect to BSG has been or will have been prepared in 
accordance with IFRS and may not be comparable to financial information of US 
companies or companies whose financial statements are prepared in accordance 
with US GAAP. 
If the Offer is carried out by way of an offer, the Offer will not be made, 
directly or indirectly, in, into or from a Restricted Jurisdiction where to do 
so would violate the laws in that jurisdiction, and the Offer will not be 
capable of acceptance from or within a Restricted Jurisdiction. Accordingly, 
copies of this announcement and all documents relating to the Offer are not 
being, and must not be, directly or indirectly, mailed or otherwise forwarded 
(including, without limitation, by telex, facsimile transmission, telephone, 
internet or other forms of electronic communication), distributed or sent in, 
into or from a Restricted Jurisdiction where to do so would violate the laws in 
that jurisdiction, and persons receiving this announcement and all documents 
relating to the Offer (including custodians, nominees and trustees) must not 
mail or otherwise distribute or send them in, into or from such jurisdictions as 
doing so may invalidate any purported acceptance of the Offer. The availability 
of the Offer to BSG Shareholders who are not resident in the United Kingdom may 
be affected by the laws of the relevant jurisdictions in which they are 
resident. Persons who are not resident in the United Kingdom should inform 
themselves of, and observe, any applicable requirements. 
BSG will prepare the Offer Document to be distributed 
to BSG Shareholders. 
BSG and ACS urge BSG Shareholders to read the Offer Document when it becomes 
available because it will contain important information relating to the Offer. 
No listing authority or equivalent has reviewed, approved or disapproved of this 
announcement or any of the proposals described herein. 
Any document, announcement or information relating to the Offer will be 
published on both ACS and BSG websites: www.advcomputersoftware.com and 
www.bsg.co.uk 
Forward Looking Statements 
This announcement contains statements about ACS and BSG that are or may be 
forward looking statements. All statements other than statements of historical 
facts included in this announcement may be forward looking statements. Without 
limitation, any statements preceded or followed by or that include the words 
"targets", "plans" "believes", "expects", "aims"," intends", "will", "may", 
"anticipates", "estimates", "projects", "should" or, words or terms of similar 
substance or the negative thereof, are forward looking statements. Forward 
looking statements include statements relating to the following: statements 
relating to the expected benefits of the acquisition to ACS, background and 
reasons for the offer, expectations of the impact of the acquisition on revenue 
and earnings of ACS, information on the prospects of ACS or  BSG future capital 
expenditures, expenses, revenues, earnings, synergies, economic performance, and 
future prospects. 
Such forward looking statements involve risks and uncertainties that could 
significantly affect expected results and are based on certain key assumptions. 
Many factors could cause actual results to differ materially from those 
projected or implied in any forward looking statements, including risks relating 
to the successful integration of  BSG with ACS; higher than anticipated costs 
relating to the integration of  BSG or investment required in  BSG to realise 
expected benefits and facts relating to  BSG that may impact the timing or 
amount of benefit realised from the acquisition that are unknown to ACS. Due to 
such uncertainties and risks, readers are cautioned not to place undue reliance 
on such forward looking statements, which speak only as of the date hereof ACS 
and  BSG disclaim any obligation to update any forward looking or other 
statements contained herein, except as required by applicable law. 
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]. 
Enquiries: 
+---------------------------------------------+----------------------------+ 
| ADVANCED COMPUTER SOFTWARE PLC              | Telephone: [phone]     | 
| Vin Murria, Chief Executive Officer         | 5088                       | 
| Karen Bach, Chief Financial Officer         |                            | 
+---------------------------------------------+----------------------------+ 
| BUSINESS SYSTEMS GROUP HOLDINGS PLC         | Telephone: [phone]     | 
| Nick Gerard, Group Chief Executive          | 8888                       | 
| James Wheaton, Group Finance Director       |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| Seymour Pierce LIMITED                      |     Telephone: [phone] | 
| (Financial Adviser and Corporate Broker to  |                       8000 | 
| ACS)                                        |                            | 
| Richard Feigen                              |                            | 
| Sarah Jacobs                                |                            | 
| Christopher Wren                            |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| SINGER CAPITAL MARKETS                      |     Telephone: [phone] | 
| (Financial Adviser to BSG)                  |                       7500 | 
| Shaun Dobson                                |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
| COLLEGE HILL ASSOCIATES                     |     Telephone: [phone] | 
| (Financial PR Advisers to ACS)              |                       2815 | 
| Adrian Duffield                             |                            | 
| Carl Franklin                               |                            | 
| Jon Davies                                  |                            | 
|                                             |                            | 
+---------------------------------------------+----------------------------+ 
  APPENDIX I 
CONDITIONS AND FURTHER TERMS OF THE OFFER 
 
 
Part A: Conditions of the Offer 
The Offer will be conditional upon the Offer becoming unconditional by not later 
than four months from the date that the Offer Document is posted or such later 
date (if any) as BSG and ACS may agree and (if required) the Panel may allow. 
 
 
1The Offer will be conditional upon: 
1.1valid acceptances of the Offer being received (and not, where permitted, 
withdrawn) by not later than 1.00 p.m. (London time) on the first closing date 
of the Offer (or such later time(s) and/or date(s) as ACS may, subject to the 
rules of the Code or with the consent of the Panel, decide) in respect of not 
less than 75 per cent. of such BSG Shares to which the Offer relates and not 
less than 75 per cent. (or such lower percentage as ACS may decide) of the 
voting rights carried by the BSG Shares to which the Offer relates, provided 
that, unless agreed by the Panel, this condition will not be satisfied unless 
ACS (together with its wholly owned subsidiaries) shall have acquired or agreed 
to acquire (whether pursuant to the Offer or otherwise) directly or indirectly 
BSG Shares carrying in aggregate more than 50 per cent. of the voting rights 
then normally exercisable at general meetings of BSG, including for this purpose 
(except to the extent otherwise agreed by the Panel) any such voting rights 
attaching to BSG Shares that are unconditionally allotted or issued before the 
Offer becomes or is declared unconditional as to acceptances, whether pursuant 
to the exercise of any outstanding subscription or conversion rights or 
otherwise. 
For the purposes of this condition: 
1.1.1BSG Shares which have been unconditionally allotted shall be deemed to 
carry the voting rights they will carry upon issue; 
1.1.2    the expression "BSG Shares to which the Offer relates" shall be 
construed in accordance with Part 28 of the Companies Act 2006; and 
1.1.3  valid acceptances shall be deemed to have been received in respect of any 
BSG Shares which ACS shall, pursuant to section 977(1) or sections 979(8) to 
(10) of the Companies Act 2006 be treated as having acquired or contracted to 
acquire by virtue of acceptance of the Offer. 
1.2The passing at a general meeting of ACS to be convened as soon as reasonably 
practicable of an ordinary resolution of ACS shareholders as required pursuant 
to the Acquisition Agreement to authorise the issue and allotment of 14,000,000 
ordinary shares in ACS to Nick Gerard and Malcolm Coleman as trustees of the 
Nick Gerard Life Interest Trust. The full text of the resolution will be set out 
in a circular of ACS to be sent to ACS shareholders on or about the date of the 
Offer Document. 
2The passing at the General Meeting (or at any adjournment thereof) of an 
ordinary resolution of Independent Shareholders approving the arrangements 
between ACS and Nick Gerard's trust for the issue of 14,000,000 ordinary shares 
in ACS pursuant to the Acquisition Agreement as required by the City Code. The 
full text of the resolution will be set out in the Offer Document. 
3In addition, BSG and ACS have agreed that, subject as stated in Part B below, 
the Offer will also be conditional upon: 
3.1no central bank, government or governmental, quasi-governmental, state or 
local government, supranational, statutory, environmental, administrative, 
investigative or regulatory body, agency, court, association, institution or any 
other person or body in any jurisdiction (a "Relevant Authority") having taken, 
instituted, implemented or threatened any action, proceeding, suit, 
investigation or enquiry, or enacted, made or proposed any statute, regulation 
order, decision, changed a published position or otherwise taken any other step 
that would or might be reasonably expected to: 
3.1.1require, prevent or delay the divestiture or alter the terms envisaged for 
any proposed divestiture by any member of the Wider ACS Group or any member of 
the Wider BSG Group of all or any portion of their respective businesses, assets 
or properties or delay any disposal of all or any portion of such businesses, 
assets or properties or otherwise impose any material limitation or restriction 
(other than those arising under general law) on the ability of any member of the 
Wider ACS Group or the Wider BSG Group to conduct their respective businesses 
(or any part of them) or to own or control any of their respective assets or 
properties or any part of them which, in any such case, is material in the 
context of the Wider BSG Group taken as a whole or in the context of the Offer; 
3.1.2require any member of either the Wider ACS Group or Wider BSG Group other 
than pursuant to the implementation of the Offer) to acquire or make an offer to 
acquire or repay any shares or other securities in and/or indebtedness of any 
member of the Wider BSG Group owned by any third party; or 
3.1.3impose any material limitation on, or result in a material delay in, the 
ability of ACS or the Wider ACS Group directly or indirectly to acquire or to 
hold or to exercise effectively directly or indirectly all or any rights of 
ownership in respect of shares or loans or securities convertible into shares or 
any other securities (or the equivalent) in BSG or the ability of ACS to hold or 
exercise effectively any rights of ownership of shares, loans or other 
securities in, or to exercise management control over any member of the Wider 
BSG Group which, in any such case, is material in the context of the Wider 
BSG Group taken as a whole or in the context of the Offer; 
3.1.4otherwise adversely affect any or all of the business, assets, liabilities, 
financial or trading position, profits or prospects of any member of the Wider 
BSG Group in each case to an extent which is material in the context of the 
Wider BSG Group taken as a whole or in the context of the Offer; 
3.1.5result in any member of the Wider BSG Group ceasing to be able to carry on 
business under any name under which it presently does so to an extent which is 
material in the context of the Wider BSG Group taken as a whole or in the 
context of the Offer; 
3.1.6make the Offer or its implementation or the acquisition of any shares or 
other securities in, or control of the Wider BSG Group, by any member of the 
Wider ACS Group, void, unenforceable, illegal and/or prohibited in or under the 
laws of any jurisdiction or otherwise in a material way restrict, restrain, 
prohibit, prevent, delay or otherwise interfere with the implementation of, or 
impose additional conditions or obligations with respect to, or require 
amendment of, or otherwise challenge or interfere with, the Offer to an extent 
which is material in the context of the Offer; or 
3.1.7impose any material limitation on the ability of any member of the Wider 
ACS Group or the Wider BSG Group to integrate or co-ordinate its business, or 
any material part of it, with the business of the Wider ACS Group or the Wider 
BSG Group, 
and all applicable waiting and other time periods during which any such Relevant 
Authority could decide to take, institute, implement or threaten any such 
action, proceedings, suit, investigation, enquiry or reference or take any other 
step under the laws of any jurisdiction having expired, lapsed or been 
terminated; 
3.2all necessary filings, applications and/or notifications which are necessary 
in connection with the Offer having been made and all appropriate waiting or 
other time periods (including any extensions thereof) in respect of the Offer 
under any applicable legislation or regulation of any jurisdiction having 
expired, lapsed or been terminated and all statutory or regulatory obligations 
in any jurisdiction having been complied with in each case as may be necessary 
in connection with the Offer or its implementation or the acquisition by any 
member of the Wider ACS Group of any shares or other securities in, or control 
of, any member of the Wider BSG Group, in each case to the extent the absence 
thereof would have a material adverse effect in the context of the Wider 
BSG Group or the Wider ACS Group in each case taken as a whole and all 
authorisations, orders, grants, recognitions, confirmations, licences, consents, 
clearances, permissions and approvals ("authorisations") necessary in any 
jurisdiction for or in respect of the Offer and the proposed acquisition of any 
shares or other securities in, or control or management of, BSG by ACS or any 
member of the Wider ACS Group being obtained in terms and in a form satisfactory 
to ACS, acting reasonably, from appropriate Relevant Authorities or from any 
persons or bodies with whom any member of the Wider ACS Group or the Wider 
BSG Group has entered into contractual arrangements where the absence of such 
authorisations would have a material adverse effect on the Wider BSG Group taken 
as a whole and such authorisations together with all authorisations necessary 
for any member of the Wider BSG Group to carry on its business remaining in full 
force and effect and all filings necessary for such purpose having been made and 
there being no notice or intimation of any intention to revoke, suspend, 
restrict or amend or not renew the same, and there being no indication that the 
renewal costs of any such authorisation might be higher than the renewal costs 
for the current authorisation to an extent material in the context of the Wider 
BSG Group or the Wider ACS Group in each case taken as a whole and all necessary 
statutory or regulatory obligations in any jurisdiction having been complied 
with where the absence of such compliance would have a material adverse effect 
on the Wider BSG Group taken as a whole; 
3.3save as fairly disclosed in the Annual Report or as Publicly Announced or 
fairly disclosed in writing to ACS or its advisers by or on behalf of BSG in the 
course of the negotiations relating to the Offer, in each case prior to the date 
of this announcement, there being no provision of any arrangement, agreement, 
lease, licence, permit or other instrument to which any member of the BSG Group 
is a party or by or to which any such member or any of its assets is or may be 
bound or subject which, as a consequence of the Offer or the acquisition by ACS 
or any member of the Wider ACS Group of any shares or other securities (or the 
equivalent) in BSG or because of a change in the control or management of any 
member of the Wider BSG Group or otherwise, would be expected to result in, in 
any case to an extent which is material in the context of the Wider BSG Group 
taken as a whole or in the context of the Offer in: 
3.3.1any monies borrowed by, or any other indebtedness or liabilities, actual or 
contingent, of, or any grant available to, any member of the Wider BSG Group 
which is not already payable on demand, being or becoming repayable, or being 
capable of being declared repayable immediately or prior to their or its stated 
maturity, or the ability of any such member to borrow monies or incur any 
indebtedness being withdrawn or inhibited or becoming capable of being withdrawn 
or inhibited; 
3.3.2the creation or enforcement of any mortgage, charge or other security 
interest, over the whole or any part of the business, property, interests or 
assets of any member of the Wider BSG Group or any such mortgage, charge or 
other security interest (whenever created, arising or having arisen) becoming 
enforced or enforceable; 
3.3.3any arrangement, agreement, lease, licence, permit or other instrument or 
the rights, liabilities, obligations or interests or any member of the Wider 
BSG Group under any such arrangement, agreement, lease, licence, permit or 
instrument (or any arrangement, agreement, lease, licence, permit or instrument 
relating to any such right, liability, obligation or interest) or the interests 
or business of any such member in or with any other person, firm, company or 
body being, or becoming capable of being, terminated or adversely modified or 
affected or any onerous obligation or liability arising or any material adverse 
action being taken thereunder; 
3.3.4any assets or interests of any member of the Wider BSG Group being or 
falling to be disposed of or charged (otherwise than in the ordinary course of 
trading) or any right arising under which any such asset or interest could be 
required to be disposed of or charged or could cease to be available to any 
member of the Wider BSG Group (otherwise than in the ordinary course of 
trading); 
3.3.5any such member of the Wider BSG Group ceasing to be able to carry on 
business under any name under which it presently does so; 
3.3.6the value, financial or trading position, profits or prospects of BSG or 
any member of the Wider BSG Group being prejudiced or adversely affected; 
3.3.7the creation of any material liability (actual or contingent) of any member 
of the Wider BSG Group to make severance, termination, bonus or other payment to 
any of its directors or officers; or 
3.3.8the creation of any liability (actual or contingent) by any member of the 
Wider BSG Group other than in the ordinary course of business, and no event 
having occurred which under any provision of any arrangement, agreement, lease, 
licence, permit or other instrument to which any member of the Wider BSG Group 
is a party or by or to which any such member or any of its assets is or may be 
bound or subject, would or might reasonably be expected to result in any of the 
events or circumstances which are referred to in conditions 3.3.1. to 3.3.7; 
3.4save as fairly disclosed in the Annual Report or as Publicly Announced or 
fairly disclosed in writing to ACS or its advisers by or on behalf of BSG in the 
course of the negotiations relating to the Offer, in each case prior to the date 
of this announcement, no member of the Wider BSG Group having since 30 September 
2008: 
3.4.1issued or agreed to issue or authorised or proposed or announced its 
intention to authorise or propose the issue of additional shares or securities 
of any class, or securities convertible into, or exchangeable for, or rights, 
warrants or options to subscribe for or acquire, any such shares, securities or 
convertible securities (save as between BSG and wholly-owned subsidiaries of 
BSG and save for the issue of the BSG Shares pursuant to or in connection with 
rights granted before the date of this announcement under, or the grant of 
rights before such date under, BSG Share Schemes) or redeemed, purchased, repaid 
or reduced or proposed the redemption, purchase, repayment or reduction of any 
part of its share capital or any other securities; 
3.4.2recommended, declared, paid or made or proposed to recommend, declare, pay 
or make any bonus issue, dividend or other distribution whether payable in cash 
or otherwise other than dividends (or other distributions whether payable in 
cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of 
BSG to BSG or any of its wholly-owned subsidiaries; 
3.4.3other than pursuant to the implementation of the Offer (and save for 
transactions between BSG and its wholly-owned subsidiaries and transactions in 
the ordinary course of business) implemented, effected, authorised, proposed or 
announced its intention to implement, effect, authorise or propose any merger, 
demerger, reconstruction, arrangement, assignment, composition, amalgamation, 
scheme, commitment or acquisition or disposal or transfer of assets or shares 
(or the equivalent thereof) or any right, title or interest in any assets or 
shares or other transaction or arrangement in respect of itself or another 
member of the Wider BSG Group which in each case would be material in the 
context of the Wider BSG Group taken as a whole, its share or loan capital or in 
the context of the Offer; 
3.4.4(save for transactions between BSG and its wholly-owned subsidiaries and 
save for transactions in the ordinary course of business) disposed of, or 
transferred, mortgaged or charged, or created any other security interest over, 
any asset or shares or any right, title or interest in any material asset or 
shares that is material in the context of the Wider BSG Group taken as a whole 
or authorised, proposed or announced any intention to do so; 
3.4.5made, authorised, proposed or announced an intention to propose any change 
in its loan capital which is material in the context of the Wider BSG Group; 
3.4.6(save for transactions between BSG and its wholly-owned subsidiaries) 
issued, authorised or proposed or announced an intention to authorise or 
propose, the issue of any debentures or (save for transactions under existing 
credit arrangements or in the ordinary course of business) incurred any 
indebtedness or contingent liability which is material in the context of the 
Wider BSG Group as a whole or in the context of the Offer; 
3.4.7entered into, varied or terminated, or authorised, proposed or announced 
its intention to enter into, vary, terminate or authorise any contract, 
arrangement, agreement, transaction or commitment (other than in the ordinary 
course of business and whether in respect of capital expenditure or otherwise) 
which is of a loss-making, long term, unusual or onerous nature or magnitude or 
which involves or is reasonably likely to involve an obligation of such a nature 
or magnitude which is, in each case material in the context of the Wider 
BSG Group or in the context of the Offer; 
3.4.8entered into any contract, arrangement, agreement, transaction or 
commitment which would be restrictive on the business of any member of the Wider 
BSG Group, or the Wider ACS Group or which is or could involve obligations which 
would or might reasonably be expected to be so restrictive which is material in 
the context of the Wider BSG Group as a whole or in the context of the Offer; 
3.4.9entered into or varied to a material extent or authorised, proposed or 
announced its intention to enter into or vary to a material extent the terms of, 
or make any offer (which remains open for acceptance) to enter into or vary to a 
material extent the terms of, any service agreement with any director or senior 
executive of any member of the Wider BSG Group; 
3.4.10proposed, agreed to provide or modified the terms of any share option 
scheme, incentive scheme or other benefit relating to the employment or 
termination of employment of any person employed by the Wider BSG Group save as 
agreed by ACS in writing; 
3.4.11purchased, redeemed or repaid or announced a proposal to purchase, redeem 
or repay any of its own shares or other securities (or the equivalent) or 
reduced or made any other change to or proposed the reduction or other change to 
any part of its share capital, save for any shares the allotment of shares in 
connection with the BSG Share Schemes pursuant to rights granted before the date 
of this announcement or as between BSG and wholly-owned subsidiaries of BSG; 
3.4.12(other than in respect of claims between BSG and wholly-owned subsidiaries 
of BSG) waived, compromised or settled or authorised any such waiver or 
compromise of any claim which is material in the context of the Wider BSG Group 
taken as a whole; 
3.4.13(save as disclosed on publicly available registers prior to the date of 
the announcement or as envisaged in accordance with the terms of the Offer) made 
any alteration to its memorandum or articles of association; 
3.4.14save to the extent agreed by ACS in writing, made or agreed or consented 
to any significant change to the terms of the trust deeds constituting the 
pension schemes established for its directors and/or employees and/or their 
dependants or any material favourable change to the benefits which accrue, or to 
the pensions which are payable (including contributions payable to any such 
schemes), thereunder, or to the basis on which qualification for or accrual or 
entitlement to such benefits or pensions are calculated or determined or to the 
basis upon which the liabilities (including pensions) of such pension schemes 
are funded or made, or agreed or consented to any change to the trustees 
involving the appointment of a trust corporation; 
3.4.15been unable, or admitted in writing that it is unable, to pay its debts or 
having stopped or suspended (or threatened to stop or suspend) payment of its 
debts generally or ceased or threatened to cease carrying on all or any part of 
any business or proposed or entered into any composition or voluntary 
arrangement with its creditors (or any class of them) or the filing at court of 
documentation in order to obtain a moratorium prior to a voluntary arrangement 
or, by reason of actual or anticipated financial difficulties, commenced 
negotiations with one or more of its creditors with a view to rescheduling any 
of its indebtedness which is material in the context of the Wider BSG Group as a 
whole or in the context of the Offer; 
3.4.16(other than in respect of a company which is dormant and was solvent at 
the relevant time) taken or proposed any corporate action or had any action or 
proceedings or other steps threatened or instituted against it for its 
winding-up (voluntary or otherwise), dissolution, striking off or reorganisation 
or for the appointment of a receiver, administrator, administrative receiver, 
trustee or similar officer of all or any material part of its assets or revenues 
or any analogous proceedings or steps in any jurisdiction for the appointment of 
any analogous person in any jurisdiction; or 
3.4.17entered into any contract, agreement, arrangement or commitment or passed 
any resolution or made any proposal or announcement with respect to, or to 
effect, any of the transactions, matters or events referred to in this condition 
3.4; 
3.5save as fairly disclosed in the Annual Report or as Publicly Announced or 
fairly disclosed in writing to ACS or its advisers by or on behalf of BSG in the 
course of negotiations relating to the Offer, in each case prior to the date of 
this announcement, since 30 September 2008 there having been: 
3.5.1no adverse change or deterioration in the business, assets, financial or 
trading position or profits or prospects of any member of the Wider BSG Group 
other than as a result of a change in economic conditions affecting similar 
businesses generally, which is material in the context of the Wider BSG Group 
taken as a whole or in the context of the Offer; 
3.5.2no litigation, arbitration proceedings, prosecution or other legal 
proceedings having been threatened, announced or instituted by or against or 
remaining outstanding against or in respect of any member of the Wider BSG Group 
and which would have a material adverse effect on the Wider BSG Group taken as a 
whole or in the context of the Offer; 
3.5.3no enquiry or investigation by or complaint or reference to any Relevant 
Authority or other investigative body, threatened, announced, implemented or 
instituted or remaining outstanding by, against or in respect of any member of 
the Wider BSG Group which would have a material adverse effect on the Wider 
BSG Group taken as a whole in the context of the Offer; 
3.5.4no contingent or other liability having arisen or become apparent to any 
member of the Wider ACS Group or increased which would or might be reasonably be 
expected to adversely affect any member of the Wider BSG Group and which in any 
such case is material in the context of the Wider BSG Group taken as a whole or 
in the context of the Offer; and 
3.5.5no steps taken and no omissions made which are likely to result in the 
withdrawal, cancellation, termination or modification of any licence held by any 
member of the Wider BSG Group which is necessary for the proper carrying on of 
its business, which is material in the context of the Wider BSG Group taken as a 
whole or in the context of the Offer; 
3.6save as fairly disclosed in the Annual Report or as Publicly Announced or 
fairly disclosed in writing to ACS or its advisers by or on behalf of BSG in the 
course of negotiations relating to the Offer, in each case prior to the date of 
this announcement, ACS not having discovered: 
3.6.1that the financial, business or other information concerning the Wider 
BSG Group which is Publicly Announced or disclosed at any time by or on behalf 
of any member of the Wider BSG Group contains a material misrepresentation of 
fact or omits to state a fact necessary to make the information contained 
therein not misleading and which was not subsequently corrected by 7 May 2009 by 
disclosure either publicly or otherwise to ACS, which is, in any case, material 
in the context of the Wider BSG Group or in the context of the Offer; 
3.6.2that any member of the Wider BSG Group, partnership, company or other 
entity in which any member of the Wider BSG Group has a significant economic 
interest and which is not a subsidiary undertaking of the Wider BSG Group is, 
otherwise than in the ordinary course of business, subject to any liability, 
contingent or otherwise, which is material in the context of the Wider BSG Group 
taken as a whole or in the context of the Offer; 
3.6.3any information which affects the import of any information disclosed at 
any time by or on behalf of any member of the Wider BSG Group to an extent which 
is material in the context of the Wider BSG Group as a whole or in the context 
of the Offer; 
3.6.4that any past or present member of the Wider BSG Group has failed to comply 
in any material respect with any and/or all applicable legislation or 
regulations of any jurisdiction or any notice or requirement of any third party 
with regard to the use, storage, treatment, transport, handling, disposal, 
discharge, spillage, release, leak or emission of any waste or hazardous or 
harmful substance or any substance likely to impair the environment or harm 
human or animal health or otherwise relating to environmental matters or that 
there has otherwise been any such use storage, treatment, transport, handling, 
disposal, discharge, spillage, release, leak or emission (whenever the same may 
have taken place), any of which non-compliance would be likely to give rise to 
any material liability (whether actual or contingent) or cost on the part of any 
member of the Wider BSG Group and which is material, in the context of the Wider 
BSG Group taken as a whole; 
3.6.5there is, or is reasonably likely to be, any material obligation or 
liability (whether actual or contingent) or any member of the Wider BSG Group to 
make good, alter, repair, reinstate clean up or otherwise assume responsibility 
for any property or controlled waters now or previously owned, occupied, 
operated or made use of or controlled by any past or present member of the Wider 
BSG Group under any environmental legislation, regulation, notice, circular, 
order or other requirement of any Relevant Authority in any jurisdiction, in 
each case to an extent which is material in the context of the Wider BSG Group 
taken as a whole; or 
3.6.6that any past or present member of the Wider BSG Group, partnership, 
company or entity in which any member of the Wider BSG Group has an economic 
interest and which is not a subsidiary undertaking of the Wider BSG Group, has 
breached any trade marks, service marks, trade names, domain names, logos, 
get-up, patents, inventions, registered and unregistered design rights, 
copyrights, semi-conductor topography rights, database rights and all other 
similar rights in any part of the world (including, where such rights are 
obtained or enhanced by registration, any registration of such rights and 
applications and rights to apply for such registrations) of any third party to 
an extent which is material in the context of the Wider BSG Group taken as a 
whole or in the context of the Offer. 
Part B: Waiver of conditions and further terms of the Offer 
Subject to the requirements of the Panel, ACS reserves the right to waive, in 
whole or in part, all or any of the above conditions 3.1 to 3.6 (inclusive). 
If ACS is required by the Panel to make an offer for BSG Shares under the 
provisions of Rule 9 of the City Code, ACS may make such alteration to any of 
the above conditions, including Condition 1, as are necessary to comply with the 
provisions of that Rule. 
ACS shall be under no obligation to waive (if capable of waiver), to determine 
to be or remain satisfied or to treat as fulfilled any of conditions 3.1 to 3.6 
(inclusive) by a date earlier than the latest date for the fulfilment of that 
condition notwithstanding that the other conditions of the Offer may at such 
earlier date have been waived or fulfilled and that there are at such earlier 
date no circumstances indicating that any of such conditions may not be capable 
of fulfilment. 
The Offer will lapse and will not proceed unless all the above conditions have 
been fulfilled or, where permitted, waived or, where appropriate, have been 
determined by ACS to be or remain satisfied, by not later than four months from 
the date the offer is posted or such later date (if any) as BSG and ACS may 
agree and (if required) the Panel may allow. 
Part C: Certain further terms of the Offer 
ACS reserves the right to elect to implement the Offer by way of a scheme of 
arrangement under Part 26 of the Companies Act 2006. In such event, the scheme 
of arrangement will be implemented on the same terms (subject to appropriate 
amendments), so far as applicable, as those which would apply to the Offer. 
  APPENDIX II 
SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
 
(i)    The value placed by the Offer on the fully diluted share capital of 
BSG is based on the total shares in issue and to be issued of 85,503,095 (not 
including ordinary shares held in treasury) on a fully diluted basis. 
(ii)    The closing share price on 7 May 2009 is the mid-market price taken from 
Bloomberg. 
(iii)The International Securities Identification Number for BSG Shares is 
GB0008222043. 
  APPENDIX III 
 
 
DETAILS OF IRREVOCABLE UNDERTAKINGS AND THE LETTER OF INTENT 
 
 
The following holders of BSG Shares have given irrevocable undertakings to vote 
in favour of the Offer: 
Directors 
+--------------+--------------+--------------+--+--------------+-----------+ 
| Name         | Number of    | % of  shares |  | Number of    | % of      | 
|              | BSG Shares   | to which the |  | BSG Shares   | fully     | 
|              |              | Offer        |  | arising on   | diluted   | 
|              |              | relates      |  | exercise of  | share     | 
|              |              |              |  | BSG Share    | capital   | 
|              |              |              |  | Schemes      | to which  | 
|              |              |              |  |              | the Offer | 
|              |              |              |  |              | relates   | 
+--------------+--------------+--------------+--+--------------+-----------+ 
| Mr N Gerard  | 28,355,291   | 47.53        |  | Nil          | 42.2      | 
+--------------+--------------+--------------+--+--------------+-----------+ 
| Mr J Wheaton | 423,781      | 0.71         |  | 3,200,000    | 5.39      | 
+--------------+--------------+--------------+--+--------------+-----------+ 
| Total        | 28,779,072   | 48.25        |  | 3,200,000    | 47.59     | 
+--------------+--------------+--------------+--+--------------+-----------+ 
 
 
These undertakings cease to be binding if the Offer Document is not posted by 30 
June 2009 (or such later date as the Panel may agree) or the Offer lapses or 
does not complete before the date falling four months after the date that the 
Offer Document is posted and will remain binding in the event of a higher 
competing offer being made for BSG, unless the Offer lapses or is withdrawn. 
Other Shareholders 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Name           | Number of    | % of shares  |  | Number of    | % of      | 
|                | BSG Shares   | to which the |  | BSG Shares   | fully     | 
|                |              | offer        |  | arising on   | diluted   | 
|                |              | relates      |  | exercise of  | share     | 
|                |              |              |  | BSG Share    | capital   | 
|                |              |              |  | Schemes      | to which  | 
|                |              |              |  |              | the offer | 
|                |              |              |  |              | relates   | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Mr P           | 8,373,241    | 14.04        |  | Nil          | 12.46     | 
| Buckingham     |              |              |  |              |           | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Mr and Mrs N   | 3,250,000    | 5.45         |  | Nil          | 4.84      | 
| Slater         |              |              |  |              |           | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Marlborough    | 2,200,000    | 3.69         |  | Nil          | 3.27      | 
| Special        |              |              |  |              |           | 
| Situations     |              |              |  |              |           | 
| Fund           |              |              |  |              |           | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Eyretel        | 1,535,273    | 2.57         |  | Nil          | 2.29      | 
| Unapproved     |              |              |  |              |           | 
| Pension Scheme |              |              |  |              |           | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Total          | 15,358,514   | 25.75        |  | Nil          | 22.86     | 
+----------------+--------------+--------------+--+--------------+-----------+ 
 
 
These undertakings cease to be binding if the Offer Document is not posted by 30 
June 2009 (or such later date as the Panel may agree) or the Offer lapses or 
does not complete before the date falling four months after the date that the 
Offer Document is posted. 
The irrevocable provided by Marlborough Special Situations Fund will remain 
binding in the event of a higher competing offer being made by to BSG, unless 
the offer lapses or is withdrawn. 
The irrevocable undertakings provided by Mr P Buckingham allow the acceptance to 
be withdrawn in the event of a competing offer at a price of at least 15 % above 
the value of the Offer. 
The irrevocable undertakings provided by Mr and Mrs N Slater and Eyretel 
Unapproved Pension Scheme allow the acceptance to be withdrawn in the event of a 
competing offer at a price of at least 10 % above the value of the Offer. 
Letter of Intent 
 
 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Name           | Number of    | % of shares  |  | Number of    | % of      | 
|                | BSG Shares   | to which the |  | BSG Shares   | fully     | 
|                |              | offer        |  | arising on   | diluted   | 
|                |              | relates      |  | exercise of  | share     | 
|                |              |              |  | BSG Share    | capital   | 
|                |              |              |  | Schemes      | to which  | 
|                |              |              |  |              | the offer | 
|                |              |              |  |              | relates   | 
+----------------+--------------+--------------+--+--------------+-----------+ 
| Church House   | 2,100,000    | 3.52         |  | Nil          | 3.13      | 
| Investments    |              |              |  |              |           | 
| Limited        |              |              |  |              |           | 
+----------------+--------------+--------------+--+--------------+-----------+ 
 
 
The Letter of Intent from Church House Investments Limited states that it will 
use best efforts inter alia, to execute an irrevocable undertaking which will 
allow their acceptance to be withdrawn in the event of a competing offer at a 
price of at least 15 % above the value of the Offer, and to accept the Offer. 
 
 
This Letter of Intent will cease to be binding if the Offer Document is not 
posted by 30 June 2009. 
  APPENDIX IV 
 
 
DEFINITIONS 
 
 
The following definitions apply throughout this announcement unless the context 
requires otherwise. 
+----------------------------+---------------------------------------------+-------+ 
| "Acquisition Agreement"    | the agreement entered into by ACS to acquire        | 
|                            | 18,315,018 BSG Shares from Nick Gerard and Malcolm  | 
|                            | Coleman as trustees of the Nick Gerard Life         | 
|                            | Interest Trust conditional inter alia upon the      | 
|                            | Offer becoming unconditional in all respects;       | 
+----------------------------+-----------------------------------------------------+ 
| "ACS"                      | Advanced Computer Software Plc a company            | 
|                            | incorporated in England and Wales under the         | 
|                            | Companies Act 1985 with registered number 5965280,  | 
|                            | having as its registered office 32 Bedford Row,     | 
|                            | London, WC1R 4HE;                                   | 
+----------------------------+-----------------------------------------------------+ 
| "ACS Directors"            | means the directors of ACS as at the date of this   | 
|                            | announcement;                                       | 
+----------------------------+-----------------------------------------------------+ 
| "AIM"                      | the AIM market operated by the London Stock         | 
|                            | Exchange;                                           | 
+----------------------------+-----------------------------------------------------+ 
| "Annual Report"            | the annual report and accounts of BSG for the year  | 
|                            | ended 31 March 2008;                                | 
+----------------------------+-----------------------------------------------------+ 
| "Business Day"             | a day (other than Saturdays, Sundays and public     | 
|                            | holidays in the UK) on which banks are open for     | 
|                            | business (other than solely for trading and         | 
|                            | settlement in Euros) in the City of London;         | 
+----------------------------+-----------------------------------------------------+ 
| "BSG" or the "Company"     | Business Systems Group Holdings Plc a company       | 
|                            | incorporated in England and Wales under the         | 
|                            | Companies Act 1985 with registered number 2923809,  | 
|                            | having as its registered office 226-236 City Road,  | 
|                            | London, EC1V 2TT;                                   | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Directors"            | means the directors of BSG as at the date of this   | 
|                            | announcement;                                       | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Group"                | BSG, its subsidiaries and subsidiary undertakings;  | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Securities"           | securities convertible or exchangeable into BSG     | 
|                            | Shares;                                             | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Shares"               | the existing unconditionally allotted or issued and | 
|                            | fully paid ordinary shares of 5 pence each in the   | 
|                            | capital of BSG and any further such shares which    | 
|                            | are unconditionally allotted or issued (including   | 
|                            | pursuant to the exercise of outstanding options     | 
|                            | granted under the BSG Share Schemes) at or prior to | 
|                            | the time which the Offer closes for acceptances     | 
|                            | (or, subject to the provisions of the Code, such    | 
|                            | earlier time and/or date, not being earlier than    | 
|                            | the date on which the Offer becomes unconditional   | 
|                            | as to acceptances or, if later, the first closing   | 
|                            | date of the Offer, as ACS may decide);              | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Share Schemes"        | the BSG Enterprise Management Incentive Plan        | 
+----------------------------+-----------------------------------------------------+ 
| "BSG Shareholders" or      | the holders of BSG Shares;                          | 
| "Shareholders"             |                                                     | 
+----------------------------+-----------------------------------------------------+ 
| "City Code" or "Code"      | the City Code on Takeovers and Mergers;             | 
+----------------------------+-----------------------------------------------------+ 
| "Exchange Act"             | the United States Securities Exchange Act of 1934   | 
|                            | (as amended) and the rules and regulations          | 
|                            | promulgated thereunder;                             | 
+----------------------------+-----------------------------------------------------+ 
| "General Meeting"          | the general meeting of BSG Shareholders (and any    | 
|                            | adjournment thereof) to be convened in connection   | 
|                            | with the Offer;                                     | 
+----------------------------+-----------------------------------------------------+ 
| "Forms of Acceptance"      | the form of acceptance, election and authority for  | 
|                            | use by BSG Shareholders in connection with the      | 
|                            | Offer which will accompany the Offer Document when  | 
|                            | issued;                                             | 
+----------------------------+-----------------------------------------------------+ 
| "Financial Services        | the Financial Services Authority in its capacity as | 
| Authority"                 | the competent authority for the purposes of Part VI | 
|                            | of the Financial Services and Markets Act 2000;     | 
+----------------------------+-----------------------------------------------------+ 
| "IFRS"                     | International Financial Reporting Standards;        | 
+----------------------------+-----------------------------------------------------+ 
| "Independent Director" or  | James Wheaton;                                      | 
| the "Independent           |                                                     | 
| Committee"                 |                                                     | 
+----------------------------+-----------------------------------------------------+ 
| "Independent Shareholders" | all BSG Shareholders save for Nick Gerard in his    | 
|                            | own capacity and Nick Gerard and Malcolm Coleman as | 
|                            | trustees of the Nick Gerard Life Interest Trust;    | 
|                            |                                                     | 
+----------------------------+-----------------------------------------------------+ 
| "Irrevocable Undertakings" | the irrevocable undertakings of the Independent     | 
|                            | Director and Nick Gerard and certain other          | 
|                            | shareholders to accept the Offer and (save for Nick | 
|                            | Gerard and his trust) vote in favour of the         | 
|                            | resolution at the General Meeting as set out in     | 
|                            | Appendix III to this announcement;                  | 
+----------------------------+-----------------------------------------------------+ 
| "Letter of Intent"         | a letter of intent from Church House Investments    | 
|                            | Limited as detailed in Appendix III;                | 
+----------------------------+-----------------------------------------------------+ 
| "London Stock Exchange"    | the London Stock Exchange plc;              | 
+----------------------------+---------------------------------------------+ 
| "Offer"                    | the proposed recommended offer of 19.11     | 
|                            | pence in cash per BSG Share to be made by   | 
|                            | ACS to acquire the entire issued and to be  | 
|                            | issued ordinary share capital of BSG by     | 
|                            | means of an offer or, should it so elect,   | 
|                            | by means of a scheme of arrangement, but    | 
|                            | excluding those shares acquired by ACS from | 
|                            | Nick Gerard and Malcolm Coleman as trustees | 
|                            | of Nick Gerard Life Interest Trust pursuant | 
|                            | to the Acquisition Agreement;               | 
+----------------------------+---------------------------------------------+ 
| "Offer Document"           | the document to be sent to the BSG          | 
|                            | Shareholders, containing and setting out    | 
|                            | the Offer and the notices convening the     | 
|                            | General Meeting;                            | 
+----------------------------+---------------------------------------------+ 
| "Offer Period"             | the offer period (as defined in the Code)   | 
|                            | relating to BSG, which commenced on 8       | 
|                            | May 2009;                                   | 
|                            |                                             | 
+----------------------------+---------------------------------------------+ 
| "Offer Price"              | 19.11 pence in cash per BSG Share;          | 
+----------------------------+---------------------------------------------+ 
| "Panel"                    | The Panel on Takeovers and Mergers;         | 
+----------------------------+---------------------------------------------+ 
| "Publicly Announced"       | means fairly disclosed in any public        | 
|                            | announcement by BSG to any Regulatory       | 
|                            | Information Service;                        | 
+----------------------------+---------------------------------------------+ 
| "Regulatory Information    | a service approved by the London Stock      | 
| Service"                   | Exchange for the distribution to the public | 
|                            | of AIM announcements and included within    | 
|                            | the list maintained on the London Stock     | 
|                            | Exchange's website,                         | 
|                            | www.londonstockexchange.com;                | 
+----------------------------+---------------------------------------------+ 
| "Restricted Jurisdiction"  | any jurisdiction where extension or         | 
|                            | acceptance of the Offer would violate the   | 
|                            | law of that jurisdiction;                   | 
+----------------------------+---------------------------------------------+ 
| "Seymour Pierce"           | Seymour Pierce Limited, of 20 Old Bailey,   | 
|                            | London EC4M 7EN;                            | 
+----------------------------+---------------------------------------------+ 
| "Singer Capital Markets"   | Singer Capital Markets Limited, of One      | 
|                            | Hanover Street, London W1S 1YZ;             | 
+----------------------------+---------------------------------------------+ 
| "Unconditional Date"       | the date on which the Offer becomes wholly  | 
|                            | unconditional as to acceptances in all      | 
|                            | respects pursuant to its terms or, should   | 
|                            | ACS elect to implement the Offer by way of  | 
|                            | a scheme of arrangement, the date on which  | 
|                            | the scheme becomes or is effective;         | 
+----------------------------+---------------------------------------------+ 
| "United Kingdom" or "UK"   | the United Kingdom of Great Britain and     | 
|                            | Northern Ireland;                           | 
+----------------------------+---------------------------------------------+ 
| "United States" or "US"    | the United States of America, its           | 
|                            | territories and possessions, any State of   | 
|                            | the United States of America and the        | 
|                            | District of Columbia;                       | 
+----------------------------+---------------------------------------------+ 
| "Wider ACS Group"          | ACS, its subsidiaries, subsidiary           | 
|                            | undertakings and associated undertakings    | 
|                            | and any other body corporate, partnership,  | 
|                            | joint venture or person in which ACS and    | 
|                            | such undertakings (aggregating their        | 
|                            | interests) have a direct or indirect        | 
|                            | interest of 20 per cent. or more of the     | 
|                            | voting or equity capital or equivalent; and | 
+----------------------------+---------------------------------------------+ 
| "Wider BSG Group"          | BSG, its subsidiaries, subsidiary           | 
|                            | undertakings and associated undertakings    | 
|                            | and any other body corporate, partnership,  | 
|                            | joint venture or person in which BSG and    | 
|                            | such undertakings (aggregating their        | 
|                            | interests) have a direct or indirect        | 
|                            | interest of 20 per cent. or more of the     | 
|                            | voting or equity capital or the equivalent. | 
+----------------------------+---------------------------------------------+-------+ 
 
 
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", 
"undertaking" and "associated undertaking" have the respective meanings given 
thereto by the Companies Act 1985, but for this purpose ignoring paragraph 
20(1)(b) of Schedule 4A of the Companies Act 1985. 
All the times referred to in this announcement are London times unless otherwise 
stated. 
References to the singular include the plural and vice versa. 
GBP and pence (or penny) means pounds and pence sterling, the lawful currency of 
the United Kingdom. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OFFILFFDERIDIIA