Recommended Cash Acquisition

 

TIDMCYH 
 
RNS Number : 8961D 
CybIT Holdings PLC 
10 December 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 
 
10 December 2009 
 
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION OF 
CYBIT HOLDINGS 
PLC 
BY 
CYBERSPACE BIDCO LIMITED 
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) 
 
The boards of directors of Cyberspace Bidco Limited ("Bidco") and Cybit Holdings 
plc ("Cybit") are pleased to announce that they have reached agreement on the 
terms of a recommended cash acquisition by Bidco of the entire issued and to be 
issued ordinary share capital of Cybit whereby shareholders of Cybit will 
receive 75.0 pence per Cybit Share. The Acquisition will be effected by way of a 
scheme of arrangement under Part 26 of the Companies Act. 
Summary and highlights 
-The terms of the Acquisition value the entire issued ordinary share capital of 
Cybit (fully diluted for the exercise of all options under the Cybit Share 
Option Schemes) at approximately GBP22.8 million. This cash consideration 
represents a significant premium to the current Cybit Share price at a time when 
the stock market carries uncertainty as to both pricing and liquidity. 
-The consideration of 75.0 pence in cash for each Cybit Share represents: 
-a premium of approximately 108.3 per cent. over the Closing Price of 36.0 pence 
per Cybit Share on 9 December 2009, being the last dealing day prior to the 
commencement of the Offer Period; 
-a premium of approximately 95.6 per cent. over the average Closing Price of 
38.3 pence per Cybit Share for the 1 month prior to the commencement of the 
Offer Period; 
-a premium of approximately 95.4 per cent. over the average Closing Price of 
38.4 pence per Cybit Share for the 3 months prior to the commencement of the 
Offer Period; and 
-a premium of approximately 131.9 per cent. over the average Closing Price of 
32.3 pence per Cybit Share for the 12 months prior to the commencement of the 
Offer Period. 
-Bidco holds irrevocable undertakings and letters of intent to vote in favour of 
the Acquisition at the Court Meeting and the General Meeting, including from the 
Cybit Directors, in respect of a total of 10,665,716 Scheme Shares representing, 
in aggregate, approximately 38.9 per cent. of the existing issued ordinary share 
capital of Cybit and approximately 35.0 per cent. of the enlarged issued 
ordinary share capital of Cybit, assuming all outstanding share options were to 
be exercised. 
-The Acquisition will be effected by means of a scheme of arrangement between 
Cybit and its shareholders pursuant to Part 26 of the Companies Act 2006. The 
Scheme will require the approval of Scheme Shareholders and the sanction of the 
Court. 
-Cybit is a provider of telematics services for enterprises requiring strategic 
management information relating to land and sea based mobile assets. 
 
 
 
 
-Cybit was incorporated on 2 January 2001, was admitted to AIM on 16 March 2001 
and has expanded both organically and through acquisition from that point. It 
has completed six acquisitions over the last five years and has structured the 
group around three principal divisions: Vehicle Telematics, Private Mobile Radio 
and Maritime. In the UK, customers include KwikFit Mobile, Greene King, 
Homeserve PLC, Northern Ireland Electricity and The Highways Agency. In mainland 
Europe, customers include Flygfrakt, Beine Gruppe, HKS Spedition and Rubetrans. 
 
-For the financial year ended 31 March 2009, Cybit had revenues of GBP25.5 
million (FY2008: GBP19.7 million), operating profit of GBP3.9 million (FY2008: 
GBP3.3 million) and profit before tax of GBP2.1 million (FY2008: GBP1.7 
million). As at 31 March 2009, total assets were GBP24.3 million (FY2008: 
GBP23.0 million), net assets were GBP14.1 million (FY2008: GBP12.2 million) and 
net cash (before the deduction of long-term bank debt) was GBP2.0 million 
(FY2008: GBP2.4 million). 
-Bidco is a wholly-owned subsidiary of Francisco Partners, a global 
technology-focused private equity firm that provides transformational capital to 
reposition, recapitalise and rejuvenate companies. Francisco Partners has a 
significant track record of making acquisitions in the technology sector. 
 -Francisco Partners was formed to pursue structured investment in technology 
companies undergoing strategic, technological and operational change. Francisco 
Partners has invested approximately $4 billion of equity capital in over 50 
technology companies. 
-Francisco Partners believes that it can enable Cybit to maintain and grow its 
European telematics platform. As a result of Francisco Partners' private 
ownership, the Cybit Directors believe that Cybit will have the operational and 
financial flexibility in order to grow and transition its business both 
organically and through continued acquisitions. 
 -Bidco is offering a cash consideration representing a significant premium to 
the current share price at a time when the stock market carries uncertainty as 
to both pricing and liquidity. 
-The Cybit Directors, who have been so advised by Cenkos, consider the terms of 
the Acquisition to be fair and reasonable. In providing advice to the Cybit 
Directors, Cenkos has taken into account the commercial assessments of the Cybit 
Directors. 
-Accordingly, the Cybit Directors intend unanimously to recommend Scheme 
Shareholders to vote in favour of the resolutions to be proposed at the Court 
Meeting and the General Meeting, as they have undertaken to do in respect of 
their own beneficial holdings of 1,765,205 Scheme Shares (representing, in 
aggregate, approximately 6.4 per cent. of the Scheme Shares currently in issue). 
Commenting on the Proposals, Neil Johnson, Non-Executive Chairman of Cybit, 
said: 
"We firmly believe that this transaction is in the best interests of our 
shareholders and delivers value which would take much longer to achieve as a 
listed company. The financial and operational flexibility afforded by Francisco 
Partners' private ownership will enable Cybit to continue to drive growth to the 
benefit of both our customers and employees." 
"With these factors in mind, the Directors intend unanimously to recommend that 
the shareholders vote in favour of the resolutions to be proposed at the Court 
Meeting and the General Meeting." 
Commenting on the Proposals, Richard Horsman, Chief Executive Officer of Cybit, 
said: 
"We believe that this transaction represents a win-win for our shareholders, 
employees and customers and will enable us to continue to lead the market and 
remain the trusted partner of choice. Bidco's offer reflects the great 
importance it attaches to the skills and experience of the Cybit team and 
represents a great outcome for all Cybit stakeholders." 
Commenting on the Proposals, Deep Shah of Francisco Partners, said: 
"Francisco Partners is excited about the potential opportunities in Cybit's core 
markets, and is pleased to partner with the company to support its long-term 
growth strategy. We also believe that Cybit has a highly talented and committed 
team and we look forward to working with them to help the company achieve its 
full potential." 
 
Investec is acting as sole financial adviser to Bidco. Cenkos is acting as sole 
financial adviser to Cybit. 
This summary should be read in conjunction with the full text of the following 
announcement and the appendices to it. 
 
Enquiries: 
Francisco Partners020 7907 8600 
Deep Shah 
 
Investec020 7597 5000 
Andrew Pinder 
Dominic Emery 
 
Cybit0845 6027 123 
Richard Horsman, CEO 
Neil Johnson, Chairman 
 
Cenkos020 7397 8900 
Stephen Keys 
Adrian Hargrave 
 
Redleaf Communications020 7566 6700 
Emma Kane 
Rebecca Sanders-Hewett 
A copy of the Announcement and the Scheme Document will be published on the 
Cybit website at www.cybit.co.uk. 
 
IMPORTANT NOTICE 
The distribution of this Announcement in jurisdictions other than the United 
Kingdom may be restricted by law and therefore any persons who are subject to 
the laws of any jurisdiction other than the United Kingdom should inform 
themselves about, and observe, any applicable requirements. Any failure to 
comply with the restrictions may constitute a violation of the securities laws 
of any such jurisdiction. This Announcement does not constitute an offer or an 
invitation to purchase or subscribe for any securities or a solicitation of an 
offer to buy any securities pursuant to this Announcement or otherwise in any 
jurisdiction in which such offer or solicitation is unlawful. This Announcement 
has been prepared for the purposes of complying with English law, the Code and 
the AIM Rules 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 any jurisdiction outside England. 
The statements contained in this Announcement are made as at the date of this 
Announcement, unless some other time is specified in relation to them, and 
service of this Announcement shall not give rise to any implication that there 
has been no change in the facts set forth in this Announcement since such date. 
Nothing contained in this Announcement shall be deemed to be a forecast, 
projection or estimate of the future financial performance of Cybit or the Cybit 
Group except where otherwise stated. 
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 
This Announcement contains certain forward looking statements with respect to 
the financial condition, results of operations and business of Cybit or the 
Cybit Group and Bidco and certain plans and objectives of the boards of 
directors of Cybit and Bidco. These forward looking statements can be identified 
by the fact that they do not relate to historical or current facts. Forward 
looking statements often use words such as "anticipate", "target", "expect", 
"estimate", "intend", "plan", "goal", "believe", "will", "may", "should", 
"would", "could" or other words of similar meaning. These statements are based 
on assumptions and assessments made by the boards of directors of Cybit and 
Bidco in the light of their experience and their perception of historical 
trends, current conditions, expected future developments and other factors they 
believe appropriate. By their nature, forward looking statements involve risk 
and uncertainty and the factors described in the context of such forward looking 
statements in this Announcement could cause actual results and developments to 
differ materially from those expressed in or implied by such forward looking 
statements. 
Should one or more of these risks or uncertainties materialise, or should 
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this Announcement. Cybit and Bidco assume no obligation to 
update or correct the information contained in this Announcement. 
DEALING DISCLOSURE REQUIREMENTS 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested", (directly or indirectly) in one per cent. or more of any class of 
"relevant securities"' of Cybit, all "dealings" in any "relevant securities" of 
Cybit (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 
3.30pm (London time) on the Business Day following the date of the relevant 
transaction. This requirement will continue until the Effective Date or until 
the date on which the Scheme lapses or is otherwise withdrawn or, on which the 
"offer period" otherwise ends (or, if Bidco elects to effect the Acquisition by 
way of a takeover offer, until the date on which such offer becomes, or is 
declared, unconditional as to acceptances, 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 Cybit, 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 Cybit by Bidco or Cybit, 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 at www.thetakeoverpanel.org.uk. 
If you are in any doubt as to the application of Rule 8 to you, please contact 
an independent financial adviser authorised under the Financial Services and 
Market Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or 
contact the Panel on telephone number [phone]; fax [phone] 
7013. 
 
 
 
 
 
 
 
 
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 
 
10 December 2009 
 
RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION OF 
CYBIT HOLDINGS 
PLC 
BY 
BIDCO 
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) 
 
1.Introduction 
The Boards of Cybit and Bidco are pleased to announce that they have reached 
agreement on the terms of a recommended cash acquisition of the entire issued 
and to be issued ordinary share capital of Cybit by Bidco. The Acquisition is to 
be effected by means of a scheme of arrangement under Part 26 of the Companies 
Act. The Acquisition requires the approval of Scheme Shareholders and the 
sanction of the Court. The Acquisition values the enlarged issued ordinary share 
capital (fully diluted for the exercise of all options under the Cybit Share 
Option Schemes), at approximately GBP22.8 million. 
2.Recommendation 
The Cybit Directors, who have been so advised by Cenkos, consider the terms of 
the Acquisition to be fair and reasonable. In providing advice to the Cybit 
Directors, Cenkos has taken into account the commercial assessments of the Cybit 
Directors. 
Accordingly, the Cybit Directors intend unanimously to recommend to Scheme 
Shareholders to vote in favour of the resolutions to be proposed at the Court 
Meeting and the General Meeting, as they have irrevocably undertaken to do in 
respect of their own beneficial holdings of 1,765,205 Scheme Shares 
(representing, in aggregate, approximately 6.4 per cent. of the Scheme Shares 
currently in issue). 
3.Summary of the terms of the Acquisition and the Scheme 
Consideration 
The Acquisition is to be effected by way of a scheme of arrangement between 
Cybit and its shareholders under Part 26 of the Companies Act. The Scheme will 
be subject to the satisfaction (or, if applicable, waiver) of the Conditions as 
described in Appendix I. Following the Scheme becoming effective, the entire 
issued ordinary share capital of Cybit will be held by Bidco. 
In accordance with the terms of the Scheme, Scheme Shareholders will be entitled 
to receive: 
 
for each Scheme Share75.0 pence in cash 
 
The consideration of 75.0 pence in cash for each such Scheme Share represents: 
-a premium of approximately 108.3 per cent. over the Closing Price of 36.0 pence 
per Scheme Share on 9 December 2009 being the last dealing day prior to the 
commencement of the Offer Period; 
-a premium of approximately 95.6 per cent. over the average Closing Price of 
38.3 pence per Scheme Share for the 1 month prior to the commencement of the 
Offer Period; 
-a premium of approximately 95.4 per cent. over the average Closing Price of 
38.4 pence per Scheme Share for the 3 months prior to the commencement of the 
Offer Period; and 
-a premium of approximately 131.9 per cent. over the average Closing Price of 
32.3 pence per Scheme Share for the 12 months prior to the commencement of the 
Offer Period. 
 
4.Background to and reasons for recommending the proposals 
Despite Cybit's track record and growth, the Cybit Board has remained aware that 
the Cybit share price performance has been impaired by a number of factors 
including the Company's limited scale and the low level of dealings in the 
shares. 
Following an approach by Francisco Partners, the Cybit Board held detailed 
discussions regarding the terms of a potential acquisition of Cybit by Bidco. 
These discussions have resulted in the proposed recommended acquisition of Cybit 
by Bidco at a price of 75.0 pence cash per Scheme Share. 
The Cybit Board has evaluated the proposals from Bidco on behalf of Scheme 
Shareholders as a whole. It has weighed the benefits of maintaining an 
independent London listing against the operational constraints of running a 
publicly traded company. The Cybit Board believes that the Acquisition will give 
Cybit significantly more financial and operational flexibility to grow and 
transition its business both organically and through continued acquisitions. The 
Cybit Board also considers that, whilst there is significant potential for 
future growth in equity value for investors, any future growth is uncertain and 
that Scheme Shareholders should be given the opportunity to realise value from 
their investment in cash immediately at an attractive and significant premium to 
the current share price. 
The consideration offered under the Acquisition represents a premium of 108.3 
per cent. to the Closing Price of a Scheme Share of 36.0 pence per Scheme Share 
on 9 December 2009 (being the last Business Day prior to the commencement of the 
Offer Period) and a premium of 131.9 per cent to the average Closing Price of a 
Scheme Share of 32.3 pence for the 12 months prior to 10 December 2009. 
Accordingly, the Cybit Board believes that the Acquisition is in the best 
interests of Scheme Shareholders, and intend unanimously to recommend that Cybit 
Shareholders vote in favour of the Acquisition, as they have irrevocably 
undertaken to do in respect of their entire beneficial holdings comprising, in 
aggregate, 6.4 per cent. of Cybit's existing issued ordinary share capital. 
5.Reasons for the proposals 
Bidco is a wholly-owned subsidiary of Francisco Partners, a global 
technology-focused private equity firm that provides transformational capital to 
reposition, recapitalise and rejuvenate companies. Francisco Partners has a 
significant track record of making acquisitions in the technology sector. 
Francisco Partners believes that it can enable Cybit to maintain and grow its 
European telematics platform. As a result of Francisco Partners' private 
ownership, the Cybit Directors believe that Cybit will have the financial and 
operational flexibility in order to grow and transition its business both 
organically and through continued acquisitions. 
Bidco is offering a cash consideration representing a significant premium to the 
current share price at a time when the stock market carries uncertainty as to 
both pricing and liquidity. 
6.Management and employees 
Bidco has assured the Cybit Board that it attaches great importance to the 
skills and experience of the existing management and employees of Cybit and that 
it believes that opportunities for the employees will be enhanced in the event 
that the Acquisition is completed. 
Bidco has also confirmed that it has no plans to alter existing arrangements 
with employees or to change the locations of the Cybit Group's places of 
business. 
Bidco has given assurances to the Cybit Directors that, on the Acquisition 
becoming effective, the existing employment rights, including pension rights, of 
all employees of Cybit will be fully safeguarded. 
7.Irrevocable undertakings and letters of intent 
As at the latest practicable date prior to the publication of this Announcement, 
Bidco was in receipt of irrevocable undertakings and letters of intent to vote 
in favour of the Scheme at the Court Meeting and the Special Resolution to be 
proposed at the General Meeting in respect of a total of 10,665,716 Scheme 
Shares, representing, in aggregate, approximately 38.9 per cent. of the existing 
issued ordinary share capital of Cybit and approximately 35.0 per cent. of the 
enlarged issued ordinary share capital of Cybit, assuming all outstanding share 
options were to be exercised. 
Further details of these undertakings are set out in paragraphs (A) and (B) 
below. 
(A)Directors' Irrevocable Undertakings 
Each of the Cybit Directors has irrevocably undertaken to vote in favour of the 
Scheme at the Court Meeting and the Special Resolution to be proposed at the 
General Meeting in respect of their beneficial holdings, as noted below, being 
Scheme Shares representing, in aggregate, approximately 6.4 per cent. of the 
existing issued ordinary share capital of Cybit. The terms of these irrevocable 
undertakings will continue to be binding in the event that a higher competing 
offer is made for Cybit. 
 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          | Number of  | Percentage | 
|                                                          |     Scheme |         of | 
|                                                          |     Shares |   existing | 
|                                                          |            |     issued | 
|                                                          |            |   ordinary | 
|                                                          |            |      share | 
|                                                          |            |    capital | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
| Mr. NA Johnson                                           |    797,132 |        2.9 | 
+----------------------------------------------------------+------------+------------+ 
| Mr. RJ Horsman                                           |    842,133 |        3.1 | 
+----------------------------------------------------------+------------+------------+ 
| Mr. KB Lawrence                                          |     89,940 |        0.3 | 
+----------------------------------------------------------+------------+------------+ 
| Mr. DA Robins                                            |     36,000 |        0.1 | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
| TOTAL                                                    |  1,765,205 |        6.4 | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
 
 
 
(B)Other Undertakings and Letters of Intent 
Undertakings and letters of intent from other Shareholders to vote in favour of 
the Scheme at the Court Meeting and the Special Resolution to be proposed at the 
General Meeting have been received by Bidco in respect of a total of Scheme 
Shares, representing, in aggregate, approximately 32.4 per cent. of the existing 
issued ordinary share capital of Cybit, from the following persons and entities. 
 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          | Number of  | Percentage | 
|                                                          |     Scheme |         of | 
|                                                          |     Shares |   existing | 
|                                                          |            |     issued | 
|                                                          |            |   ordinary | 
|                                                          |            |      share | 
|                                                          |            |    capital | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
| Slater Investments                                       |  3,424,534 |       12.5 | 
+----------------------------------------------------------+------------+------------+ 
| Helium Special Situations                                |  2,390,000 |        8.7 | 
+----------------------------------------------------------+------------+------------+ 
| Legal & General Investment Management                    |  1,000,000 |        3.6 | 
+----------------------------------------------------------+------------+------------+ 
| Pelham Olive                                             |    882,154 |        3.2 | 
+----------------------------------------------------------+------------+------------+ 
| Brewin Dolphin                                           |    653,823 |        2.4 | 
+----------------------------------------------------------+------------+------------+ 
| Octopus Investments                                      |    550,000 |        2.0 | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
| TOTAL                                                    |  8,900,511 |       32.4 | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
|                                                          |            |            | 
+----------------------------------------------------------+------------+------------+ 
 
 
The terms of the undertakings from the Cybit Directors will continue to be 
binding in the event that a higher competing offer is made for Cybit. 
The terms of the undertakings from Helium Special Situations, Legal & General 
Investment Management and Brewin Dolphin will cease to be binding in the event 
that a higher competing offer is made representing an improvement of at least 10 
per cent. above 75.0 pence per Scheme Share. 
The terms of the undertakings from Pelham Olive will cease to be binding in the 
event that a higher competing offer is made representing an improvement of at 
least 5 per cent. above 75.0 pence per Scheme Share. 
Bidco has also received letters of intent to vote in favour of the Proposals 
from Slater Investments and Octopus Investments in respect of 3,974,534 shares 
representing approximately 14.5 per cent. of the entire issued ordinary share 
capital of Cybit. 
 
The circumstances in which these undertakings will cease to be binding are set 
out in Appendix IV. 
8.The Scheme 
(A)Scheme Mechanism 
The Acquisition is to be effected by means of a scheme of arrangement between 
Cybit and its shareholders under Part 26 of the Companies Act. The purpose of 
the Scheme is to provide for Bidco to become the owner of the whole of the 
issued and to be issued ordinary share capital of Cybit. The Scheme Shares held 
by Scheme Shareholders will be cancelled and the reserve arising from such 
cancellation will be applied to pay up in full an equal number of New Cybit 
Shares; those New Cybit Shares will be issued to Bidco and/or its nominees. 
To become effective, the Scheme requires the approval of a majority in number of 
those Scheme Shareholders, present and voting, either in person or by proxy, at 
the Court Meeting, representing 75 per cent. or more in value of all Cybit 
Shares held by such Scheme Shareholders. The Scheme also requires the sanction 
of the Court and the passing of a Special Resolution to implement the Scheme at 
the General Meeting, as well as satisfaction or, if applicable, waiver of the 
other Conditions set out in Appendix I of this Announcement. Upon the Scheme 
becoming effective in accordance with its terms, it will be binding on all 
Scheme Shareholders, irrespective of whether or not they attended or voted at 
the Court Meeting or the General Meeting. 
The last day of dealings in, and for registration of transfer of, Scheme Shares 
is expected to be on 20 January 2010 (the dealing day immediately prior to the 
expected date of the Second Court Hearing), following which trading of Scheme 
Shares on AIM will cease. It is intended that the Shares will cease to be 
admitted to trading on AIM on, or shortly after, the Effective Date. 
(B)Sanction of the Scheme by the Court 
Under the Companies Act, the Scheme will require the sanction of the Court. The 
Court Hearings to sanction the Scheme and to confirm the Capital Reduction 
comprised in the Scheme are expected to be held on 19 January 2010 and 21 
January 2010, respectively. Each of Bidco and Cybit has confirmed that it will 
be represented by counsel at the Court Hearings so as to consent to the Scheme 
and to undertake to the Court to be bound thereby. 
The Scheme will become effective in accordance with its terms on delivery of a 
copy of the Orders and a statement of capital (approved by the Court) to the 
Registrar. 
If the Scheme becomes effective it will be binding on all Shareholders 
irrespective of whether or not they attended or voted in favour of the Scheme at 
the Court Meeting or in favour of the Special Resolution at the General Meeting. 
If the Scheme does not become effective by 1 March 2010 (or such later date (if 
any) as Cybit and Bidco may, with the consent of the Panel, agree and (if 
required) the Court may allow) the Scheme will not become effective and the 
Acquisition will not proceed. 
(C)Section 593 Valuation 
As at the latest practicable date prior to the publication of this Announcement, 
Bidco neither owned nor controlled any Scheme Shares. It is intended that, in 
the period after the General Meeting and before the First Court Hearing, Bidco 
will acquire at least one Scheme Share which will mean that Bidco will be a 
member of Cybit on the Effective Date and accordingly there will be no 
requirement under section 593 of the Companies Act for an independent valuation 
of the New Cybit Shares to be allotted to Bidco under the Scheme. 
9.Amendments to Cybit's Articles of Association 
It will be proposed that Cybit's Articles of Association be amended to ensure 
that any Shares which are issued after the General Meeting but before the Scheme 
Record Time will be subject to and bound by the Scheme. Any Shares issued 
(including on the exercise of options under the Cybit Share Option Schemes) on 
or after the Scheme Record Time will not be subject to the Scheme. Accordingly, 
it is proposed that Cybit's Articles of Association also be amended so that any 
Shares issued to any person (other than under the Scheme or to Bidco or its 
nominees) on or after the Scheme Record Time will automatically be acquired by 
Bidco in consideration of the payment by Bidco to such person of such amount of 
consideration as would have been payable pursuant to the Scheme for each such 
Share as if it were subject to the Scheme. 
10.Information on Cybit 
Cybit is a provider of telematics services for enterprises requiring strategic 
management information relating to land and sea based mobile assets. 
Cybit was incorporated on 2 January 2001, was admitted to AIM on 16 March 2001 
and has expanded both organically and through acquisition from that point. It 
has completed six acquisitions over the last five years and has structured the 
group around three principal divisions: Vehicle Telematics, Private Mobile Radio 
and Maritime. In the UK, customers include KwikFit Mobile, Greene King, 
Homeserve PLC, Northern Ireland Electricity and The Highways Agency. In mainland 
Europe, customers include Flygfrakt, Beine Gruppe, HKS Spedition and Rubetrans. 
For the financial year ended 31 March 2009, Cybit had revenues of GBP25.5 
million (FY2008: GBP19.7 million), operating profit of GBP3.9 million (FY2008: 
GBP3.3 million) and profit before tax of GBP2.1 million (FY2008: GBP1.7 
million). As at 31 March 2009, total assets were GBP24.3 million (FY2008: 
GBP23.0 million), net assets were GBP14.1 million (FY2008: GBP12.2 million) and 
net cash (before the deduction of long-term bank debt) was GBP2.0 million 
(FY2008: GBP2.4 million). 
Despite tough trading conditions, and taking into account recent corporate 
activity Cybit performed in line with the Cybit Directors' expectations in the 
period ending 30 September 2009 and, accordingly, the Cybit Directors are 
confident in the long-term prospects of the Company. 
As at the date of this Announcement, Cybit had 27,451,767 ordinary shares of 
five pence each in issue. 
11.Information on Bidco 
Bidco is a newly-incorporated private limited company which has been formed and 
is controlled by investment funds advised by Francisco Partners for the purposes 
of implementing the proposals. Bidco is a wholly-owned subsidiary of Francisco 
Partners. Bidco has not traded since its date of incorporation nor has it 
entered into any obligations other than in connection with the Acquisition and 
the financing of the Acquisition. The sole director of Bidco is Mr. Deep Shah. 
Bidco does not currently have any subsidiaries or subsidiary undertakings. 
12.Information on Francisco Partners 
Francisco Partners is one of the world's largest technology-focused private 
equity funds. The firm was founded to pursue structured investment in technology 
companies undergoing strategic, technological and operational change. Francisco 
Partners has a significant track record of making acquisitions in the technology 
sector having invested approximately $4 billion of equity capital in over 50 
technology companies. 
More information is available at www.franciscopartners.com. 
13.Financing arrangements for the Acquisition 
Bidco will fund the cash consideration payable under the terms of the 
Acquisition from the cash proceeds of an issue by Bidco of equity capital to 
Francisco Partners' own private equity funds which currently have uncalled 
capital commitments of approximately $600 million. 
Bidco has no third party debt financing requirement but notes that HSBC has 
consented to continue its current loans to Cybit following the implementation of 
the Scheme. 
Investec, financial adviser to Bidco, has confirmed that it is satisfied that 
sufficient resources are available to satisfy in full the cash consideration 
payable by Bidco to Scheme Shareholders under the terms of the Scheme. 
 
14.Implementation Agreement 
Cybit, Francisco Partners II (Cayman), L.P. and Bidco have entered into the 
Implementation Agreement, which governs their relationship during the period 
until the Scheme becomes effective. Amongst other things, Bidco and Cybit have 
agreed to co-operate with regard to the process required to implement the Scheme 
and Cybit has entered into certain undertakings concerning the conduct of its 
business during that period. 
The Implementation Agreement contains provisions for a mutual inducement and 
break fee agreement pursuant to which Cybit has agreed to pay an inducement fee 
of GBP223,278 (equal to approximately 1% of the value of Cybit by reference to 
the price offered under the Proposals) to Bidco if, following the release of the 
Announcement, the Cybit Directors fail to recommend the Scheme or the Cybit 
Directors withdraw, modify or adversely qualify or amend their recommendation of 
the Acquisition or a superior offer for the Scheme Shares is announced and 
subsequently the Scheme lapses, is terminated or otherwise does not become 
effective for any reason whatsoever before 1 March 2010 other than as a result 
of: 
 (a)any approvals or clearances required by law or regulation not having been 
obtained by Bidco; or 
 (b)a wilful default on the part of Bidco to proceed to completion of the 
Acquisition. 
Bidco has agreed to pay a sum of an amount equal to the inducement fee of 
GBP223,278 to Cybit if Bidco commits a material breach of the Implementation 
Agreement and the Scheme does not proceed or is not implemented in consqeuence 
of such breach. 
The Implementation Agreement includes an undertaking by Cybit that it will not 
permit any member of the Cybit Group or any of its or their respective 
directors, officers, agents or senior employees, and shall use all reasonable 
endeavours to procure that none of its or their respective advisers shall, prior 
to the earlier of (i) the Effective Date and (ii) termination of the 
Implementation Agreement in accordance with its terms, directly or indirectly 
solicit, initiate, encourage or otherwise seek to procure a competing offer for 
Cybit or, save as otherwise permitted by the Implementation Agreement, enter 
into any discussions or communications with any other person in response to 
their making an unsolicited competing offer for Cybit or unsolicited approach in 
respect of such a competing offer. If any other person does make such an 
unsolicited offer or approach, Cybit will promptly inform Bidco thereof and 
shall keep Bidco informed as to the progress of any such unsolicited offer or 
approach, and Cybit shall procure that, save as otherwise provided in the 
Implementation Agreement, the Cybit Directors do not withhold, withdraw, change 
or modify their recommendation of the Acquisition. 
15.Anticipated timetable 
Cybit anticipates that it will dispatch the Scheme Document to Cybit 
Shareholders and, for information only, to holders of options granted under the 
Cybit Share Option Schemes and to holders of exchangeable Shares, within the 
next 28 days (or such later date as may be agreed with the Panel), that the 
Court Meeting and Cybit General Meeting will take place in January 2010, and 
subject to the Scheme becoming unconditional and effective in accordance with 
its terms, the Effective Date will occur in January 2010. A full anticipated 
timetable will be set out in the Scheme Document. 
Investec, which is authorised and regulated in the United Kingdom by the FSA, is 
acting exclusively for Bidco and no one else in connection with the Acquisition 
and other matters referred to in this Announcement and the Scheme and will not 
be responsible to anyone other than Bidco for providing the protections afforded 
to clients of Investec nor for giving advice in relation to the Acquisition and 
the Scheme or any other matter or arrangement referred to in this Announcement. 
Cenkos, which is authorised and regulated in the United Kingdom by the FSA, is 
acting exclusively for Cybit and no one else in connection with the Acquisition 
and the Scheme and will not be responsible to anyone other than Cybit for 
providing the protections afforded to clients of Cenkos nor for giving advice in 
relation to the Acquisition and the Scheme or any other matter or arrangement 
referred to in this Announcement. 
The Cybit Directors accept responsibility for the information contained in this 
Announcement except for information for which the sole Bidco Director and 
Francisco Partners accept responsibility. To the best of the knowledge and 
belief of the Cybit Directors (who have taken all reasonable care to ensure that 
such is the case), the information contained in this Announcement for which they 
are responsible is in accordance with the facts and does not omit anything 
likely to affect the import of such information. 
The sole Bidco Director and Francisco Partners accept responsibility for the 
information contained in this Announcement relating to Bidco, the sole Bidco 
Director and Francisco Partners (including their respective families, related 
trusts or companies and the persons connected with them within the meaning of 
section 252 of the Companies Act 2006), parties acting in concert with Bidco for 
the purposes of the Code, Bidco's future plans for the Cybit Group, its 
management and employees and acquisition financing relating to Bidco. To the 
best of the knowledge and belief of the sole Bidco Director and Francisco 
Partners (who have each taken all reasonable care to ensure that such is the 
case), the information contained in this document for which they are responsible 
is in accordance with the facts and does not omit anything likely to affect the 
import of such information. 
The distribution of this Announcement in jurisdictions other than the United 
Kingdom may be restricted by law and therefore persons into whose possession 
this Announcement comes should inform themselves about, and observe, such 
restrictions. Any failure to comply with these restrictions may constitute a 
violation of the securities laws of any such jurisdiction. 
Cautionary note regarding forward looking statements: 
This Announcement contains certain forward looking statements with respect to 
the financial condition, results of operations and business of Cybit or the 
Cybit Group, or Bidco or the Enlarged Group and certain plans and objectives of 
the boards of directors of Cybit and Bidco. These forward looking statements can 
be identified by the fact that they do not relate to historical or current 
facts. Forward looking statements often use words such as "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", 
"may", "should", "would", "could", "potential" or other words of similar 
meaning. These statements are based on assumptions and assessments made by the 
boards of directors of Cybit and Bidco in the light of their experience and 
their perception of historical trends, current conditions, expected future 
developments and other factors they believe appropriate. By their nature, 
forward looking statements involve risk and uncertainty and the factors 
described in the context of such forward looking statements in this Announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward looking statements. 
Should one or more of these risks or uncertainties materialise, or should 
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this Announcement. Although Cybit and Bidco believe that the 
expectations reflected in any such forward looking statements are reasonable, 
Cybit and Bidco can give no assurance that such expectations will prove to have 
been correct. Cybit and Bidco caution you not to place undue reliance on these 
forward looking statements, which speak only as of the date of this 
Announcement. Cybit and Bidco assume no obligation to update or correct the 
information contained in this Announcement. 
Dealing disclosure requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Cybit or Bidco, all "dealings" in any "relevant 
securities of that company (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 p.m. on the business day following the date of 
the relevant transaction. This requirement will continue until the Effective 
Date or until the date on which the Scheme lapses or is otherwise withdrawn or 
on which the "Offer Period" otherwise ends (or, if Bidco elects to effect the 
Acquisition by way of a Takeover Offer, until the date on which such Takeover 
Offer becomes, or is declared, unconditional as to acceptances, lapses or is 
otherwise withdrawn or on which the relevant "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 
Cybit or Bidco, 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 Cybit or Bidco by Cybit or Bidco, or by any of their respective 
associates, must be disclosed by no later than 12.00 noon 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 FSMA, consult the Panel's website at 
www.thetakeoverpanel.org.uk or contact the Panel on telephone number + 44 (0) 20 
7638 0129. 
 
 
Appendix I 
 
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE 
ACQUISITION 
1.Conditions 
1.1The Acquisition is conditional upon the Scheme becoming unconditional and 
effective, by not later than 1 March 2010, or such later date (if any) as Cybit 
and Bidco may, with the consent of the Panel, agree and the Court may allow. The 
Scheme will be subject to the following Conditions: 
 (a)the approval by a majority in number, representing not less than 
three-fourths in value, of those Scheme Shareholders who are present and vote, 
either in person or by proxy, at the Court Meeting or at any adjournment 
thereof; 
 (b)the Special Resolution required to approve and implement the Scheme being 
duly passed by the requisite majority at the General Meeting (or at any 
adjournment of such meeting); and 
 (c)the sanction of the Scheme the confirmation of the reduction of capital 
involved therein by the Court (in either case, without modifications or with 
modification on terms acceptable to Cybit and Bidco) and a copy of the Orders 
being delivered for registration to the Registrar of Companies in England and 
Wales. 
1.2The Acquisition is also conditional upon satisfaction, fulfilment or waiver 
(if capable of waiver) of the following Conditions (and Cybit and Bidco have 
agreed that the necessary action to make the Scheme effective (including any 
application to the Court for the sanction of the Scheme and/or the confirmation 
to the reduction of capital involved therein) will not be taken unless the 
following Conditions have been satisfied, fulfilled or waived): 
 (a)save as disclosed in Cybit's annual report and accounts for the financial 
year ended 31 March 2009 or as publicly announced by Cybit (by the delivery of 
an announcement to a Regulatory Information Service), there being no provision 
of any agreement, arrangement, licence, permit or other instrument to which any 
member of the Cybit Group is a party or by or to which any such member or any of 
its assets may be bound, entitled or subject which in consequence of the Scheme 
or the proposed cancellation of any shares or other securities in Cybit or 
because of a change in the control or management of Cybit or otherwise, might 
reasonably be expected to result in, to an extent which is material in the 
context of the Cybit Group taken as a whole: 
 (i)any moneys borrowed by or any other indebtedness of, or grant available to, 
any such member, being or becoming repayable or capable of being declared 
repayable immediately or earlier than their or its stated maturity date or 
repayment date or the ability of any such member to borrow moneys or incur any 
indebtedness being withdrawn or inhibited or being capable of becoming or being 
withdrawn or inhibited; 
 (ii)any such agreement, arrangement, licence, permit or instrument or the 
rights, liabilities, obligations or interests of any such member thereunder 
being terminated or adversely modified or affected or any obligation or 
liability arising thereunder; 
 (iii)any material assets or interests of any such member being or failing to be 
disposed of or charged or any right arising under which any such asset or 
interest could be required to be disposed of or charged; 
 (iv)the creation or enforcement of any mortgage, charge or other security 
interest over the whole or any part of the business, property or assets of any 
such member; 
 (v)the financial or trading position of the Cybit Group being prejudiced or 
adversely affected; 
 (vi)any such member ceasing to be able to carry on business under any name 
under which it presently does so; or 
 (vii)the creation of any liability, actual or contingent, by any such member, 
other than in the ordinary course of business and no event having occurred 
which, under any provision of any agreement, arrangement, licence, permit or 
other instrument might reasonably be expected to result in any of the events or 
circumstances as are referred to in sub-paragraph (i) to (vii) of this Condition 
(b) occurring, in each case to an extent which is material in the context of the 
Cybit Group taken as whole; 
 (b)no third party having decided to take, institute, implement or threaten any 
action, proceeding, suit, investigation, enquiry or reference, or having 
enacted, made or proposed any statute, regulation, decision or order, or having 
taken any other steps which would or might be reasonably expected to: 
 (i)require, prevent or materially delay the divestiture, or materially alter 
the terms envisaged for any proposed divestiture, by Bidco or any member of the 
Cybit Group of all or any material portion of their respective businesses, 
assets or property or impose any material limitation on the ability of any of 
them to conduct their respective businesses (or any of them) or to own any of 
their respective assets or properties or any part thereof which in any such case 
is material in the context of the Cybit Group taken as a whole; 
 (ii)require the divestiture by Bidco of any shares or other securities in any 
member of the Cybit Group or prevent or delay any such divestiture to any extent 
which is material in the context of Bidco or the Cybit Group, in either case, 
taken as a whole; 
 (iii)impose any material limitation on, or result in a material delay in, the 
ability of Bidco, to acquire or to hold or to exercise effectively any rights of 
ownership in respect of shares or loans or securities convertible into shares or 
any other securities (for the equivalent) in any member of the Cybit Group or to 
exercise management control over any such member; 
 (iv)adversely affect the business, assets or profits of any member of the Cybit 
Group to an extent which is material in the context of the Cybit Group taken as 
a whole; 
 (v)make the Acquisition or its implementation or the acquisition or proposed 
acquisition by Bidco of any shares or other securities in, or control of Cybit 
void, illegal and/or unenforceable under the laws of any relevant jurisdiction, 
or otherwise, directly or indirectly, materially restrain, restrict, prohibit, 
delay or otherwise interfere with the same or impose material additional 
conditions or obligations with respect thereto, or otherwise challenge or 
interfere therewith in a material respect; 
 (vi)require Bidco or the Cybit Group to offer to acquire any shares or other 
securities (or the equivalent) or interest in any member of the Cybit Group or 
Bidco owned by any third party (other than in the implementation of the 
Acquisition) which, in any such case, is material in the context of the Cybit 
Group or Bidco, in either case, taken as a whole; 
 (vii)impose any limitation on the ability of any member of the Cybit Group to 
co-ordinate its business, or any part of it, with the businesses of any other 
members which is material in the context of the Cybit Group taken as a whole; or 
 (viii)result in any member of the Cybit Group ceasing to be able to carry on 
business under any name under which it presently does so which in any such case 
is material in the context of the Cybit Group taken as a whole, 
and all applicable waiting and other time periods during which any such third 
party, could institute, implement or threaten any action, proceeding, suit, 
investigation, enquiry or reference or otherwise intervene under the laws of any 
jurisdiction in respect of the Acquisition, having lapsed or been terminated; 
 (c)all necessary filings or applications having been made in connection with 
the Acquisition and all or any applicable waiting and other time periods 
(including any extensions thereof (including requests for additional 
information)) under any applicable legislation or regulation of any material 
jurisdiction having expired, lapsed or terminated and all statutory or 
regulatory obligations in any jurisdiction having been complied with in 
connection with the Acquisition or the acquisition by Bidco of any shares or 
other securities in, or control of, Cybit and all authorisations, orders, 
recognitions, grants, consents, licences, confirmations, clearances, permissions 
and approvals ("Authorisations") for or in respect of the Acquisition 
(including, without limitation, their implementation) or the proposed 
acquisition of any shares or other securities in, or control of, Cybit by Bidco 
having been obtained in terms and in a form reasonably satisfactory to Bidco 
(acting reasonably) from all appropriate third parties or persons with whom any 
member of the Cybit Group has entered into contractual arrangements in each case 
where the absence of such Authorisation would have a material adverse effect on 
the Cybit Group taken as a whole and all such Authorisations together with all 
material Authorisations necessary to carry on the business of any member of the 
Cybit Group as currently carried on 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 or not to renew any of the same at the 
time at which the Scheme becomes effective and all necessary statutory or 
regulatory obligations in any jurisdiction applicable or relevant to any member 
of the Cybit Group (or by which any property, business or asset of any such 
member is bound or affected) having been complied with in each case in respect 
of the Acquisition or the proposed acquisition of any Shares or other securities 
in, or control of, Cybit by Bidco and in each case where a failure to comply 
with such obligations would have a material adverse effect on the Cybit Group 
taken as a whole; 
 (d)since 31 March 2009 and save as disclosed in Cybit's annual report and 
accounts for the year ended 31 March 2009 or as publicly announced by Cybit (by 
the delivery of an announcement to a Regulatory Information Service), no member 
of the Cybit Group having to an extent which is material in the context of the 
Cybit Group as a whole: 
 (i)issued, authorised or proposed the issue of additional shares of any class 
other than any such issue by a wholly-owned subsidiary of Cybit to Cybit or 
another wholly-owned subsidiary of Cybit or the issue of Scheme Shares in 
accordance with the requirements of the Cybit Share Option Schemes; 
 (ii)issued or agreed to issue, authorised or proposed the issue of securities 
convertible into shares of any class or rights, warrants or options to subscribe 
for, or acquire, any such shares or convertible securities other than any such 
issue by a wholly-owned subsidiary of Cybit to Cybit or another wholly-owned 
subsidiary of Cybit or the grant of options under the Cybit Share Option 
Schemes; 
 (iii)recommend, declared, paid or made or proposed to recommend, declare, pay 
or make any dividend, bonus or other distribution whether payable in cash or 
otherwise (other than to Cybit or another member of the Cybit Group); 
 (iv)save for transactions with another member of the Cybit Group, merged with, 
or demerged from, any body corporate or acquired or disposed of or transferred, 
mortgaged or charged or created any security interest over any assets or any 
right, title or interest in any asset (including shares and trade investments) 
or authorised or proposed or announced any intention to propose any merger, 
demerger, acquisition or disposal, transfer, mortgage, charge or security 
interest over any material assets in each case to an extent which is material in 
the context of the Cybit Group taken as a whole; 
 (v)save for transactions between members of the Cybit Group 
 (A)made or authorised or proposed or announced an intention to propose any 
change in its loan capital which is material in the context of the Cybit Group; 
 (B)issued, authorised or proposed the issue of any debentures which issue is 
material in the context of the Cybit Group; or 
 (C)save in the ordinary course of business incurred or increased any 
indebtedness or become subject to any contingent liability which is material in 
the context of the Cybit Group; 
 (vi)other than as between Cybit and wholly-owned subsidiaries of Cybit in 
respect of transactions which do not include any shares or other securities of 
Cybit, purchased, redeemed or repaid or announced any proposal to purchase, 
redeem or repay any of its own shares or other securities or reduced or, save in 
respect of the matters mentioned in sub-paragraph (i) above, made any other 
change to any part of its share capital; 
 (vii)save for the Scheme, implemented, or authorised, proposed or announced its 
intention to implement, any reconstruction, amalgamation, scheme, commitment or 
other transaction or arrangement in respect of itself or another member of the 
Cybit Group; 
 
 (viii)entered into or significantly changed the terms of any contract with any 
Director or Senior Executive of Cybit; 
 (ix)entered into or varied or authorised or announced its intention to enter 
into or vary any contract, transaction or commitment (whether in respect of 
capital expenditure or otherwise) which is of a long termlong-term, onerous or 
unusual nature or magnitude or which is or would (with the giving of notice, 
lapsing of time or satisfaction of any conditions) be restrictive on any 
business of any member of the Cybit Group or Bidco, or which involves or would 
(with the giving of notice, lapsing of time or satisfaction of any condition) 
involve an obligation of such a nature or magnitude other than to an extent 
which is normal in the context of the business concerned; 
 (x)(other than by way of a solvent winding-up in respect of a member which is 
dormant at the relevant time) taken any corporate action or had any legal 
proceedings started or threatened against it for its winding-up, dissolution or 
reorganisation or for the appointment of a receiver, administrative receiver, 
administrator, trustee or similar officer of all or any of its assets or 
revenues or any analogous proceedings in any jurisdiction or had any such person 
appointed; 
 (xi)waived, settled or compromised any claim other than in the ordinary course 
of business which is material in the context of the Cybit Group taken as a 
whole; or 
 (xii)entered into any contract, commitment, arrangement or agreement or passed 
any resolution or made any offer (which remains open for acceptance) with 
respect to, or announced any intention to effect, any of the transactions, 
matters or events referred to in this condition; 
 (e)since 31 March 2009, and save as disclosed in Cybit's annual report and 
accounts for the year ended 31 March 2009 or as publicly announced by Cybit (by 
the delivery of an announcement to a Regulatory Information Service); 
 (i)no material adverse change having occurred in the business, assets, 
financial or trading position or profits of any member or members of the Cybit 
Group, to an extent which is material in the context of the Cybit Group taken as 
a whole; 
 (ii)no litigation, arbitration proceedings, prosecution or other legal 
proceedings to which any member of the Cybit Group is or may become a party 
(whether as a claimant, defendant or otherwise) and no investigation by any 
third party against or in respect of any member of the Cybit Group having been 
instituted, announced or threatened by or against or remaining outstanding in 
respect of any member of the Cybit Group which in any case would or might 
reasonably be expected to materially adversely affect the Cybit Group taken as a 
whole; 
 (iii)no contingent or other liabilities relating to any member of the Cybit 
Group having arisen or been incurred which might reasonably be expected to have 
a material adverse effect on the Cybit Group taken as a whole; and 
 (iv)no steps having been taken which are expected to result in the withdrawal, 
cancellation or termination without replacement of any material licence held by 
any member of the Cybit Group which is necessary for the proper carrying on of 
its business and material in the context of the Cybit Group as a whole; 
 (f)Bidco not having discovered, save as disclosed in Cybit's annual report and 
accounts for the year ended 31 March 2009 or as publicly announced by Cybit (by 
the delivery of an announcement to a Regulatory Information Service): 
 (i)that any financial, business or other information concerning the Cybit Group 
as contained in the information publicly disclosed at any time by or on behalf 
of any member of the Cybit Group is materially misleading, contains a material 
misrepresentation of fact or omits to state a fact necessary to make that 
information not materially misleading; or 
 (ii)that any member of the Cybit Group or any partnership, company or other 
entity in which any member of the Cybit Group has a significant economic 
interest and which is not a subsidiary undertaking of Cybit is subject to any 
notice or liability (contingent or otherwise) which is not disclosed in the 
annual report and accounts of Cybit for the financial year ended 31 March 2009 
and which was required to have been so disclosed; and 
 (g)the Implementation Agreement not having been terminated in accordance with 
its terms. 
1.3Subject to the requirements of the Panel, Bidco reserves the right to waive 
all or any of the above Conditions in whole or in part, except the Conditions 
contained in paragraph 1.1. The Scheme will not become effective and the 
Acquisition will not proceed unless all the above Conditions are fulfilled or 
(if capable of waiver) waived or, where appropriate, determined by Bidco to have 
been satisfied and to remain satisfied prior to the Scheme being sanctioned by 
the Court. Bidco shall be under no obligation to waive or treat as fulfilled any 
of the Conditions contained in paragraph 1.2 by a date earlier than the date 
specified above for the fulfilment thereof notwithstanding that the other 
Conditions may at such earlier date have been waived or fulfilled and that there 
are, at such earlier date, no circumstances indicating that any of the 
Conditions may not be capable of fulfilment. 
1.4The Acquisition will lapse and the Scheme will not proceed if the Acquisition 
is referred by the Office of Fair Trading to the Competition Commission in the 
United Kingdom before the date of the Court Meeting. 
1.5If Bidco is required by the Panel to make an offer for Scheme Shares under 
the provisions of Rule 9 of the Code, Bidco may make such alterations to the 
above Conditions as are necessary to comply with the provisions of that Rule. 
1.6The availability of the aforementioned offer to persons not resident in the 
United Kingdom may be affected by the laws of the relevant jurisdictions. 
Persons who are not resident in the United Kingdom should inform themselves 
about and observe any applicable legal and regulatory requirements. 
1.7The Acquisition is subject to any such further terms as may be required to 
comply with the provisions of the Code. 
1.8Bidco reserves the right to elect to implement the Acquisition by way of a 
takeover offer. In such event, such offer will be implemented on the same terms 
and conditions (subject to appropriate amendments, including (without 
limitation) an acceptance condition set at 90 per cent. of the shares to which 
the offer relates), so far as applicable, as those which would apply to the 
Scheme. 
1.9The Acquisition and the Scheme are governed by English law and are subject to 
the jurisdiction of the Court. The rules contained in the Code, so far as they 
are appropriate, apply to the Acquisition or the Scheme. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Appendix II 
Sources of Information and Bases of Calculation 
Unless otherwise stated, the following constitute the bases and sources of 
information referred to in the Scheme and this Announcement: 
1.Financial information relating to Cybit has been extracted or derived (without 
material adjustment) from the audited financial statements of Cybit for the 
financial year ended 31 March 2009. 
2.The current market capitalisation of Cybit is calculated by reference to a 
price of 36.0 pence per Cybit Share (being the Closing Price of an Cybit Share 
on 9 December 2009, the last business day prior to the date of this 
Announcement). 
3.The fully diluted share capital of Cybit (being 30,433,405 Shares) is 
calculated on the basis of 27,451,767 Cybit Shares in issue on 9 December 2009, 
with a further maximum of 2,981,638 Shares under option. 
4.All prices for Cybit Shares have been derived from the AIM Appendix of the 
Daily Official List and represent the Closing Price on the relevant date or 
dates. 
 
 
 
 
Appendix III 
Definitions of terms used 
In this Announcement, the following words and expressions have the following 
meanings, unless the context requires otherwise: 
 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Acquisition"                                                           | the proposed acquisition of Cybit by Bidco;                                                                                                                                                                                                                                                                                              | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "AIM"                                                                   | AIM market, a market operated by the London Stock Exchange;                                                                                                                                                                                                                                                                              | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "AIM Rules"                                                             | AIM Rules for Companies, July 2005, as published by the London Stock Exchange, as amended and updated from time to time;                                                                                                                                                                                                                 | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Announcement"                                                          | the announcement of the Acquisition in accordance with Rule 2.5 of the Code dated 10 December 2009;                                                                                                                                                                                                                                      | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Articles of Association" or "Cybit Articles"                           | the articles of association of Cybit from time to time;                                                                                                                                                                                                                                                                                  | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Bidco"                                                                 | Cyberspace Bidco Limited, a company incorporated in England and Wales with registered number 07095782, and an indirect wholly-owned subsidiary of Francisco Partners II (Cayman), L.P., a Cayman Islands limited partnership with registered number MC-20086;                                                                            | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Bidco Director"                                                        | the persons whose names is set out in paragraph 11 of this Announcement or, where the context so requires, the directors of Bidco from time to time;                                                                                                                                                                                     | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Business Day"                                                          | a day, other than a Saturday, Sunday, public holiday or bank holiday, on which banks are generally open for normal business in the City of London;                                                                                                                                                                                       | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Capital Reduction"                                                     | the proposed reduction of Cybit's ordinary share capital to be provided for by the Scheme;                                                                                                                                                                                                                                               | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Cenkos"                                                                | Cenkos Securities plc, financial advisor to Cybit;                                                                                                                                                                                                                                                                                       | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Code"                                                                  | The City Code on Takeovers and Mergers;                                                                                                                                                                                                                                                                                                  | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Closing Price"                                                         | in respect of a Scheme Share on any particular day, the closing middle-market quotation thereof as derived from the AIM section of the Daily Official List on that day;                                                                                                                                                                  | 
+-------------------------------------------------------------------------+------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+ 
| "Companies Act"                                                         | The Companies Act 2006 (as amended);                                                                                                                                                                                                                                                                                                     | 
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| "Conditions"                                                            | the conditions to the implementation of the Scheme and the Acquisition, which are set out in Appendix I of this Announcement;                                                                                                                                                                                                            | 
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| "Court"                                                                 | the High Court of Justice in England and Wales;                                                                                                                                                                                                                                                                                          | 
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| "Court Hearings"                                                        | the First Court Hearing and/or the Second Court Hearing, as the context requires;                                                                                                                                                                                                                                                        | 
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| "Court Meeting(s)"                                                      | the meeting of the holders of Scheme Shares to be convened by order of the Court pursuant to section 907 of the Companies Act to consider and, if thought fit, approve the Scheme, including any adjournment thereof;                                                                                                                    | 
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| "Cybit" or "Company"                                                    | Cybit Holdings Plc, a company incorporated in England and Wales with registered number 04134307;                                                                                                                                                                                                                                         | 
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| "Cybit Directors" or "Cybit Board"                                      | the persons whose names are set out in paragraph 7 of this Announcement;                                                                                                                                                                                                                                                                 | 
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| "Cybit Group"                                                           | the Company and its subsidiaries and subsidiary undertakings;                                                                                                                                                                                                                                                                            | 
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| "Cybit Share Option Scheme(s)"                                          | (i) the EMI Share Option Scheme adopted by a resolution of the Board of Directors on 2 August 2002, and (ii) the unapproved share option plans pursuant to which options to subscribe for Shares have been granted to or for the benefit of certain Cybit Directors;                                                                     | 
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| "Daily Official List"                                                   | the daily official list of the London Stock Exchange;                                                                                                                                                                                                                                                                                    | 
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| "dealing day"                                                           | a day on which dealings in domestic securities may take place on, and with the authority of the London Stock Exchange;                                                                                                                                                                                                                   | 
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|                                                                         |                                                                                                                                                                                                                                                                                                                                          | 
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| "Effective Date"                                                        | the date on which the Orders and a statement of capital (approved by the Court) shall have been delivered to the Registrar;                                                                                                                                                                                                              | 
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| "Financial Services Authority" or "FSA"                                 | the Financial Services Authority of the United Kingdom;                                                                                                                                                                                                                                                                                  | 
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| "Francisco Partners"                                                    | Francisco Partners II (Cayman), L.P., a Cayman Islands limited partnership with registered number MC-20086 and funds controlled by or under common control with it;                                                                                                                                                                      | 
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| "First Court Hearing"                                                   | the hearing by the Court of the claim form to sanction the Scheme;                                                                                                                                                                                                                                                                       | 
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| "General Meeting "                                                      | the general meeting of Cybit to be convened by notice set out in the Scheme Document;                                                                                                                                                                                                                                                    | 
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| "FY2008"                                                                | Cybit's financial year ended 31 March 2008;                                                                                                                                                                                                                                                                                              | 
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| "Implementation Agreement"                                              | the implementation agreement entered into by Bidco, Francisco Partners II (Cayman), L.P. and the Company in connection with the Scheme;                                                                                                                                                                                                  | 
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| "Investec"                                                              | Investec Bank plc, financial adviser to Bidco;                                                                                                                                                                                                                                                                                           | 
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| "latest practicable date prior to the publication of this Announcement" | 9 December 2009;                                                                                                                                                                                                                                                                                                                         | 
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| "London Stock Exchange"                                                 | London Stock Exchange Plc;                                                                                                                                                                                                                                                                                                               | 
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| "Meetings"                                                              | the Court Meeting and the General Meeting, and "Meeting" shall be construed accordingly;                                                                                                                                                                                                                                                 | 
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| "New Cybit Shares"                                                      | means the Shares proposed to be issued and credited as fully paid to Bidco and/or nominees;                                                                                                                                                                                                                                              | 
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| "Offer Period"                                                          | the period commencing on 10 December 2009 and ending on the Effective Date of the Scheme, or such other date as the Panel may decide;                                                                                                                                                                                                    | 
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| "Orders"                                                                | the order of the Court sanctioning the Scheme under section 897 of the Companies Act and the Reduction Order, and "Order" shall, where the context so requires, mean either of them;                                                                                                                                                     | 
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| "Panel"                                                                 | The Panel on Takeovers and Mergers;                                                                                                                                                                                                                                                                                                      | 
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| "Proposals"                                                             | the Scheme and the other matters to be considered at the Meetings;                                                                                                                                                                                                                                                                       | 
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| "Reduction Order"                                                       | the order of the Court confirming the reduction of ordinary share capital under section 648 of the Companies Act provided for by the Scheme;                                                                                                                                                                                             | 
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| "Registrar"                                                             | The Registrar of Companies in England and Wales;                                                                                                                                                                                                                                                                                         | 
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| "Regulatory Information Service"                                        | a service approved by the London Stock Exchange for the distribution to the public of AIM announcements and included within the list maintained on the London Stock Exchange's website;                                                                                                                                                  | 
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| "Scheme" or "Scheme of Arrangement"                                     | the proposed scheme of arrangement under Part 26 of the Companies Act to effect the Acquisition between Cybit and holders of Scheme Shares with or subject to any modification, addition or condition approved or imposed by the Court;                                                                                                  | 
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| "Scheme Document"                                                       | the circular addressed to Cybit Shareholders to be posted on or about 15 December 2009 containing, among other things, the terms and conditions of the Scheme, certain information about Cybit and Bidco, the notices convening the Meetings and an explanatory statement in compliance with section 897 of the Companies Act;           | 
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| "Scheme Record Time"                                                    | 6:00 pm on the Business Day immediately preceding the date of the Second Court Hearing;                                                                                                                                                                                                                                                  | 
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| "Scheme Shareholders"                                                   | holders of Scheme Shares, and "Scheme Shareholder" shall be construed accordingly;                                                                                                                                                                                                                                                       | 
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| "Scheme Shares" or "Cybit Shares"                                       | the Shares (except those held by Bidco) in the capital of Cybit:                                                                                                                                                                                                                                                                         | 
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|                                                                         | (i)                                                                                                                                                                                                                                                                                                                                      | 
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|                                                                         | (ii)                                                                                                                                                                                                                                                                                                                                     | 
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|                                                                         | (iii)                                                                                                                                                                                                                                                                                                                                    | 
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| "Second Court Hearing"                                                  | the hearing by the Court of the petition to confirm the reduction of Cybit's ordinary share capital under section 648 of the Companies Act provided for by the Scheme;                                                                                                                                                                   | 
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| "Senior Executive"                                                      | any employee of a Wider Cybit Group company being a chief executive offer of any company in the Wider Cybit Group other than Cybit itself and/or any person who reports directly to the chief executive offer of Cybit;                                                                                                                  | 
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| "Shares"                                                                | ordinary shares of 5 pence each in the capital of Cybit, including, the Scheme Shares;                                                                                                                                                                                                                                                   | 
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| "Special Resolution"                                                    | the Special Resolution to be proposed at the General Meeting in connection with, inter alia, the approval of the Scheme;                                                                                                                                                                                                                 | 
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| "takeover offer"                                                        | as that phrase is defined in section 974 of the Act;                                                                                                                                                                                                                                                                                     | 
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| "Third Party"                                                           | any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority (including any national anti-trust or merger control authority), trade agency, court, association, institution or professional or environmental body in any jurisdiction; | 
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| "United Kingdom" or "UK"                                                | the United Kingdom of Great Britain and Northern Ireland;                                                                                                                                                                                                                                                                                | 
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| "Voting Record Time"                                                    | 6:00 pm on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 pm on the second day before the date of such adjourned meeting;                                                                                                                                                    | 
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| "$"                                                                     | United States dollars, or the lawful currency of the United States from time to time; and                                                                                                                                                                                                                                                | 
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| "GBP" or "pounds sterling"                                              | pounds sterling, or the lawful currency of the UK from time to time                                                                                                                                                                                                                                                                      | 
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In this Announcement, the expressions "subsidiary", "subsidiary undertaking", 
"associated undertaking" and "undertaking" have the meanings given by the 
Companies Act. 
In this Announcement, the references to the singular includes the plural and 
vice versa, unless the context otherwise requires. References to time are to 
London time. 
 
 
 
 
 
 
 
Appendix IV 
1.The irrevocable undertakings received from Mr. Neil Johnson, Mr. Kevin 
Lawrence, Mr. Richard Horsman and Mr. David Robins will cease to be binding if: 
 (a)Bidco has not announced a firm intention to make the Acquisition by 15 
December 2009 or such later date as Cybit and Bidco may agree; or 
 (b)the Scheme is withdrawn, lapses or does not complete by 19 February 2010. 
2.The undertakings received from Helium Special Situations and Brewin Dolphin 
referred to in paragraph 7(B) of this announcement will cease to be binding if: 
 (a)Bidco has not announced a firm intention to make the Acquisition by 24 
December 2010 or such later date as Cybit and Bidco may agree; or 
 (b)the Scheme Document is not posted to the shareholders of Cybit within 28 
days (or such longer period as the Panel may agree) after the date of the 
Announcement; 
 (c)prior to the Scheme becoming effective a person other than Bidco or a 
subsidiary of Bidco or any person acting in concert with Bidco announces in 
accordance with Rule 2.5 of the Code a firm intention to make a general offer 
(whether recommended or not) to acquire the whole of the issued and to be issued 
share capital of Cybit not already owned by such person (a "Third Party Offer"), 
which Third Party Offer represents, in the reasonable opinion of Cybit's 
financial advisor, an improvement of 10 per cent. per Ordinary Share on the 
value of the consideration offered under the Scheme as at the date on which the 
Third Party Offer is announced; and 
 (d)the Scheme does not become effective by 19 February 2010 or is withdrawn or 
lapses. 
3.The undertaking received from Pelham Olive referred to in paragraph 7(B) of 
this announcement will cease to be binding if: 
 (a)Bidco has not announced a firm intention to make the Acquisition by 24 
December 2010 or such later date as Cybit and Bidco may agree; or 
 (b)the Scheme Document is not posted to the shareholders of Cybit within 28 
days (or such longer period as the Panel may agree) after the date of the 
Announcement; 
 (c)prior to the Scheme becoming effective a person other than Bidco or a 
subsidiary of Bidco or any person acting in concert with Bidco announces in 
accordance with Rule 2.5 of the Code a firm intention to make a general offer 
(whether recommended or not) to acquire the whole of the issued and to be issued 
share capital of Cybit not already owned by such person (a "Third Party Offer"), 
which Third Party Offer represents, in the reasonable opinion of Cybit's 
financial advisor, an improvement of 5 per cent. per Ordinary Share on the value 
of the consideration offered under the Scheme as at the date on which the Third 
Party Offer is announced; and 
 (d)the Scheme does not become effective by 19 February 2010 or is withdrawn or 
lapses. 
4.The undertaking received from Legal & General Investment Management referred 
to in paragraph 7(B) of this announcement will cease to be binding if: 
 (a)the Scheme Document is not posted to the shareholders of Cybit within 28 
days (or such longer period as the Panel may agree) after the date of the 
Announcement; and 
 (b)prior to the Scheme becoming effective a person other than Bidco or a 
subsidiary of Bidco or any person acting in concert with Bidco announces in 
accordance with Rule 2.5 of the Code a firm intention to make a general offer 
(whether recommended or not) to acquire the whole of the issued and to be issued 
share capital of Cybit not already owned by such person (a "Third Party Offer"), 
which Third Party Offer represents, in the reasonable opinion of Cybit's 
financial advisor, an improvement of 10 per cent. per Ordinary Share on the 
value of the consideration offered under the Scheme as at the date on which the 
Third Party Offer is announced. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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