Offer Document Posted

    RNS Number : 1207W
  Capita Group PLC
  06 June 2008
   

    For immediate release

    6 June 2008

    Not for release, publication or distribution in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do
so would constitute a violation of the relevant laws or regulations of such jurisdiction


    Recommended Cash Offer of 187.85 pence per Share
    for IBS OPENSystems plc ("IBS")
    by The Capita Group Plc ("Capita")

    OFFER DOCUMENT POSTED

    Capita announced on 5 June 2008 a recommended cash offer (the "Offer") to acquire IBS. Further to this announcement the Offer Document
together with the Form of Acceptance in respect of this Offer was posted to IBS Shareholders yesterday.

    The Offer will be open for acceptance until 1.00 p.m. (London time) on 26 June 2008.

    If you hold your IBS Shares in certificated form (that is, not in CREST), to accept the Offer in respect of those IBS Shares you should
complete, sign and return the Form of Acceptance (together with your share certificates and any other documents of title) as soon as
possible and, in any event, so as to be received by not later than 1.00 p.m. (London time) on 26 June 2008, by Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

    If you hold your IBS Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those IBS Shares you should
follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, not
later than 1.00 p.m. (London time) on 26 June 2008. If you are a CREST sponsored member, you should refer to your CREST sponsor before
taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear in relation to your IBS
Shares.

    Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (public
holidays excepted) at the offices of Addleshaw Goddard LLP at 150 Aldersgate Street, London EC1A 4EJ, until the end of the Offer Period.
Additional Forms of Acceptance are available from Capita Registrars, Corporate Actions by telephoning 0871 664 0321 or [phone] (if
telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the
Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network
extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different
charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.
A copy of the Offer Document is also available on IBS's website, www.ibsopensystems.com.

    Enquiries:

    
 The Capita Group Plc                                 Tel: [phone]
 Paul Pindar, Chief Executive                                                 
 Shona Nichols, Corporate Communications Director                             
 Caroline Mooney, Capita Press Office                                         
                                                                              
 Strata Partners (financial adviser to Capita)        Tel: [phone]
 Edward Roskill                                                               
                                                                              
 IBS OPENSystems plc                                  Tel: [phone]
 Tim Curtis, Chairman                                                         
 Richard Smith, Chief Executive                                               
                                                                              
 Numis (financial adviser, nominated adviser and      Tel: [phone]
 corporate broker to IBS)
 Jag Mundi                                                                    
 Brent Nabbs                                                                  
 James Black                                                                  
                                                                              
 Financial Dynamics (financial PR to Capita)          Tel: [phone]
 Andrew Lorenz                                                                
                                                                              
 Citigate Dewe Rogerson (financial PR to IBS)         Tel: [phone]
 Sebastian Hoyle                                                              
 Justin Griffiths                                                             

    Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
Capita and no one else in connection with the Offer and will not be responsible to anyone other than Capita for providing the protections
afforded to clients of Strata Partners nor for providing advice in relation to the Offer, the contents of this announcement or any
transaction or arrangement referred to herein.

    Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IBS and no
one else in connection with the Offer and will not be responsible to anyone other than IBS for providing the protections afforded to clients
of Numis nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to
herein.

    This announcement is not an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any
jurisdiction. The Offer will be made solely by means of the Offer Document, and, in respect of IBS Shares in certificated form, the Form of
Acceptance. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in
the Offer Document and the Form of Acceptance (if appropriate), which will contain the full terms and conditions of the Offer including
details of how it may be accepted. The Offer Document will be available for public inspection and will also be posted on IBS's website
www.ibsopensystems.com.

    This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the UK.

    The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are not resident in the United Kingdom should therefore inform themselves about, and
observe, any applicable legal or regulatory requirements of the jurisdiction in which they are resident.

    Unless otherwise determined by Capita and permitted by applicable law and regulation, the Offer is not being, and will not be, made,
directly or indirectly, in or into or from, or by the use of the mails of, or by any other means (including, without limitation, electronic
mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of,
or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or of any Prohibited Jurisdiction
and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the
United States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of this announcement, are not being, and must not be,
directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United
States, Canada, Japan or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement (including, without limitation, custodians,
nominees and trustees) should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States,
Canada, Japan or any Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the
Offer.

    Further details in relation to Overseas IBS Shareholders will be contained in the Offer Document.

    In accordance with normal UK market practice, Capita or any person acting on its behalf may from time to time make certain market or
private purchases of, or make arrangements to purchase, directly or indirectly, IBS Shares other than pursuant to the Offer. Any information
about such purchases will be publicly announced as required by law or regulation in the UK.

    Dealings disclosure requirements

    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of IBS, all "dealings" in any "relevant securities" of IBS (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. (London
time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer
becomes, 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 IBS, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of IBS by Capita or IBS, 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 City 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 of the City Code, you should contact the Panel.

    If you are in any doubt as to what action you should take, or the contents of this announcement, you should immediately seek your own
personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser
who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 and specialises in
advising on the acquisition of shares and other securities, or, if you are taking advice outside the United Kingdom, is an appropriately
authorised independent financial adviser with such a specialism.

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