Offer Update

RNS Number:2618R
Solarsoft Acquisition Limited
01 April 2008

 Not for release, publication or distribution, in whole or in part, in, into or
from the United States, Canada, Australia, Japan or any other jurisdiction where
to do so would constitute a violation of the relevant laws of such jurisdiction.



FOR IMMEDIATE RELEASE



1 April 2008



                             Recommended Cash Offer

                             for Chelford Group Plc

                        by Solarsoft Acquisition Limited

                      a company formed at the direction of

                             Marlin Equity Partners



                Offer has become unconditional as to acceptances



It was announced on 6 March 2008 that the Boards of Solarsoft and Chelford had
reached agreement on the terms of a recommended cash offer to be made by
Solarsoft to acquire the whole of the issued and to be issued share capital of
Chelford.  Under the terms of the Offer, Chelford Shareholders will receive, for
each Chelford Share held, 215 pence in cash.  The Offer Document setting out the
full terms of the Offer was posted to Chelford Shareholders on 6 March 2008.



Level of acceptances



Solarsoft announces that, as at 4.00 p.m. on 31 March 2008, valid acceptances of
the Offer have been received in respect of a total number of 6,483,689 Chelford
Shares, representing approximately 90.8 per cent. of Chelford's existing issued
share capital.



Prior to the announcement of the Offer, Solarsoft had received irrevocable
undertakings to accept the Offer in respect of a total of 4,478,179 Chelford
Shares, representing, in aggregate, approximately 62.7 per cent. of Chelford's
existing issued share capital, as set out below:

(a)        the Chelford Directors had irrevocably undertaken to accept the Offer
in respect of their entire beneficial holdings (and those of their family
members and related trusts), which amount to, in aggregate 2,145,067 Chelford
Shares, representing, in aggregate, approximately 30.0 per cent. of the existing
issued share capital of Chelford;

(b)       Adrian de Ferranti who has a beneficial holding of 1,650,786 Chelford
Shares had irrevocably undertaken to accept the Offer in respect of his entire
beneficial holding, representing approximately 23.1 per cent. of the existing
issued share capital of Chelford; and

(c)        certain other Chelford Shareholders had irrevocably undertaken to
accept the Offer in respect of their entire beneficial holdings which amount to,
in aggregate 682,326 Chelford Shares, representing, in aggregate, 9.6 per cent.
of the existing issued share capital of Chelford.

Details of the terms of these irrevocable undertakings are set out in the Offer
Document.



As at 4.00 p.m. on 31 March 2008, valid acceptances had been received in respect
of a total number of 4,468,179 Chelford Shares that were the subject of an
irrevocable undertaking to accept the Offer, representing approximately 62.6 per
cent. of Chelford's existing issued share capital, and such acceptances are
included in the total number of valid acceptances referred to above.  Valid
acceptances have yet to be received for 10,000 Chelford Shares that were the
subject of an irrevocable undertaking to accept the Offer, representing
approximately 0.1 per cent. of Chelford's existing issued share capital.



Save as set out in this announcement, no valid acceptances in respect of
Chelford Shares have been received either from persons acting in concert with
Solarsoft or which were the subject of an irrevocable undertaking or a letter of
intent to accept the Offer.



As at 4.00 p.m. on 31 March 2008, neither Solarsoft nor any of its directors,
nor, so far as Solarsoft is aware, any person acting in concert with Solarsoft
(i) had any interest in or right to subscribe for any relevant securities of
Chelford, nor (ii) had any short positions in respect of any relevant securities
of Chelford (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative agreement, any
agreement to sell or any delivery obligation or right to require another person
to take delivery, nor (iii) had borrowed or lent any relevant securities of
Chelford (save for any borrowed shares which had been on-lent or sold).



As at 4.00 p.m. on 31 March 2008, Solarsoft may count 6,483,689 Chelford Shares
(representing approximately 90.8 per cent of the issued share capital of
Chelford) towards satisfaction of the acceptance condition to the Offer.
Accordingly, the Offer has become unconditional as to acceptances.



Further acceptance of the Offer



As previously announced, the Offer remains open for acceptance until 3.00 p.m.
on 10 April 2008.  At least 14 days' written notice will be given by an
announcement to Chelford Shareholders who have not accepted the Offer before the
Offer is closed.



To accept the Offer



In order to accept the Offer in respect of Chelford Shares held in certificated
form, Chelford Shareholders who have not already done so should complete, sign,
witness (in the case of an individual) and return the Form of Acceptance
together with the relevant share certificate(s) or other documents of title, in
accordance with the instructions printed thereon by post to Computershare
Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH or (during
normal business hours only) by hand to Computershare Investor Services PLC,
Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS13 8AE as
soon as possible but in any event, so as to be received no later than 3.00 p.m.
on 10 April 2008.



In order to accept the Offer in respect of Chelford Shares held in
uncertificated form, Chelford Shareholders who have not already done so should
ensure that an Electronic Acceptance is made in accordance with the procedure
set out in paragraph 14 of the letter from Solarsoft in Part 2 of the Offer
Document so that the relevant TTE Instruction settles by no later than 3.00 p.m.
on 10 April 2008.



Chelford Shareholders who are CREST sponsored members must refer to their CREST
sponsor before taking any action as only the CREST sponsor will be able to send
the necessary TTE Instruction to Euroclear to enable them to accept the Offer.



Terms defined in the Offer Document have the same meaning in this announcement.



Enquiries:
Solarsoft                                              Tel: [phone]
Shawn McMorran, Chief Executive

Strata Partners                                        Tel: [phone]
(financial adviser to Solarsoft)
Edward Roskill

Chelford                                               Tel: [phone]
William Birkett, Chairman
Trevor C. Lewis, Chief Executive

KPMG Corporate Finance                                 Tel: [phone]
(financial adviser to Chelford)
Mark Farlow
Susan Walker

Bankside Consultants                                   Tel: [phone]
(PR adviser to Chelford)
Steve Liebmann

Charles Stanley Securities                             Tel: [phone]
(nominated adviser to Chelford)
Richard Thompson
Mark Taylor





Strata Partners, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Solarsoft and no one
else in connection with the Offer and will not be responsible to anyone other
than Solarsoft for providing the protections afforded to its clients or for
providing advice in relation to the Offer or in relation to the matters
described in this announcement or any transaction or arrangement referred to
herein.



KPMG Corporate Finance, a division of KPMG LLP which is authorised and regulated
by the Financial Services Authority for investment business activities, is
acting exclusively for Chelford as financial adviser in relation to the Offer
and is not acting for any other person in relation to the Offer.  KPMG Corporate
Finance will not be responsible to anyone other than Chelford for providing the
protections afforded to its clients or for providing advice in relation to the
contents of this announcement or any transaction or arrangement referred to
herein.



This announcement is not intended to and does not constitute, or form any part
of an offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase or subscribe for any securities
pursuant to the Offer or otherwise. The Offer is made solely through the Offer
Document and the Form of Acceptance, which together contain the full terms and
conditions of the Offer, including details of how to accept the Offer.  Any
acceptance or other response to the Offer should be made only on the basis of
the information contained in the Offer Document and the Form of Acceptance.



The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
subject to the laws of any jurisdiction other than the UK should inform
themselves about, and observe, any applicable requirements.  Any failure to
comply with the applicable requirements may constitute a violation of the
securities laws of any such jurisdiction.  This announcement has been prepared
for the purpose of complying with English law and the City Code and the
information disclosed herein 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 UK.



The Offer is not being and will not be made, directly or indirectly, in or into
the United States or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile or other electronic transmission,
telex or telephone) of inter-state or foreign commerce of, or any facility of, a
national, state or other securities exchange of, the United States, nor is it
being nor will it be made directly or indirectly in or into Canada, Australia or
Japan and the Offer is not capable of acceptance by any such use, means,
instrumentality or facility or from within the United States, Canada, Australia
or Japan or any other jurisdiction if to do so would constitute a violation of
the relevant laws of such jurisdiction.  Accordingly, copies of this
announcement are not being, will not be and must not be mailed or otherwise
forwarded, distributed or sent in, into or from the United States, Canada,
Australia or Japan or any other such jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction.  Any persons (including
without limitation custodians, nominees or trustees) receiving this announcement
must not mail, forward, distribute or send it in, into or from the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of such jurisdiction.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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