Offer Update

RNS Number:7032R
Solarsoft Acquisition Limited
04 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



4 April 2008



                             Recommended Cash Offer
                             for Chelford Group Plc
                        by Solarsoft Acquisition Limited
                      a company formed at the direction of
                             Marlin Equity Partners



                  OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS



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.



On 1 April 2008 Solarsoft announced that the Offer had become unconditional as
to acceptances on 1 April 2008.



Solarsoft announces that all the conditions of the Offer have now been either
satisfied or waived. Accordingly, the Offer is hereby declared unconditional in
all respects and will remain open for acceptance until further notice.  At least
14 days' notice will be given if Solarsoft decides to close the Offer.



Directorate change



The Board of Chelford announces that William Birkett and Stephen Lord have
resigned from their office as Chelford Directors and of all the Chelford Group
companies and Nick Kaiser and Shawn McMorran (the directors of Solarsoft) and
Anne McGoldrick (the Chief Financial Officer of Solarsoft Business Systems) have
joined the Chelford Board with effect from 4 April 2008.



Further information pursuant to the appointment of the new directors, which is
required to be disclosed under Schedule Two, Annex III (g) of the AIM Rules is
set out below.



Nicholas Mark Kaiser (31) is the principal of Marlin Equity Partners, LLC; the
principal of Marlin Equity Partners II, LLC; the principal of Mattec Limited;
the principal of Avalon Printing Software Limited; and a director of Solarsoft
Acquisition Limited. He is also a director of UK Software Holdings Limited; XKO
Manchester; Solarsoft Business Systems Limited; XKO Networks Systems; and
Manchester Software Solutions Limited. He is a director of the following dormant
companies: Control Sales International Limited; Control ERP Limited; Oakman Ltd;
Control Services Limited; The Control Group Limited; Aran PLC; and Sea-Change
Limited.



Shawn Allister McMorran (44) is a director of UK Software Holdings Limited;
Solarsoft Business Systems Limited; XKO Manchester; XKO Network Systems;
Manchester Software Solutions Limited; and Solarsoft Acquisition Limited. He is
a director of the following dormant companies: Control Sales International
Limited; Control ERP Limited; Oakman Ltd; Control Services Limited; The Control
Group Limited; Aran PLC; and Sea-Change Limited. He was previously a director of
Kinetic Kudos Limited; Whitehorse Capital Ltd (voluntarily wound-up); and Navora
Limited (voluntarily wound-up).



Anne Marie McGoldrick (former surname Mullen) (41) has no current directorships.
Previously, she was a director of SunGard Systems Ltd; SunGard Consulting
Services Europe Limited; Renaissance Software U.K. Limited; and ABC Legal
Services Limited (dissolved).



Save for the information disclosed above, there is no other information pursuant
to the appointment of Nick Kaiser, Shawn McMorran and Anne McGoldrick, which is
required to be disclosed under Rule 17 and Schedule Two, Annex III (g) of the
AIM Rules.



Settlement



The consideration to which any Chelford Shareholder is entitled under the Offer
is expected to be despatched (or credited through CREST) to validly accepting
Chelford Shareholders (i) in the case of acceptances received, complete in all
respects, on or before the date of this announcement, within 14 days of this
announcement; or (ii) in the case of acceptances received, complete in all
respects, after the date of this announcement but while the Offer remains open
for acceptance, within 14 days of such receipt, and in either case in the manner
described in paragraphs 15(a) or 15(b) of Part 2 of the Offer Document.



To accept the Offer



Chelford Shareholders who wish to accept the Offer and who have not already done
so should:



1. 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;
and



2. 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 as soon as possible.



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.



Compulsory acquisition, cancellation of trading and re-registration as a private
company



Solarsoft intends to exercise its rights pursuant to the provisions of sections
979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily on the
same terms as the Offer the remaining Chelford Shares not already acquired or
agreed to be acquired by Solarsoft pursuant to the Offer.



As stated in the Offer Document, Solarsoft intends to take steps to procure, as
soon as practicable, the making of an application by Chelford to the London
Stock Exchange for the cancellation of admission to trading of Chelford Shares
on AIM.



It is anticipated that the cancellation of admission to trading on AIM will take
effect on 6 May 2008, being 20 business days following the date of this
announcement.  It is also anticipated that, after the cancellation of admission,
Chelford will be re-registered as a private company under the relevant
provisions of the Companies Act.  This cancellation will significantly reduce
the liquidity and marketability of any Chelford Shares not assented to the
Offer.



Copies of the Offer Document and the Form of Acceptance are available from
Computershare Investor Services PLC by telephoning 0870 707 1705 or [phone]
1705 (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday (excluding UK public holidays).  A copy of the
Offer Document is also available on Chelford's website, www.chelfordgroup.com.



Terms used in this announcement have the same meaning given to them in the Offer
Document dated 6 March 2008.



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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