Compulsory Acqn of Shares

RNS Number:9412A
Billing Services Group Limited
04 April 2006



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
                   UNITED STATES, CANADA, AUSTRALIA OR JAPAN


                     Billing Services Group Limited ("BSG")

                   Recommended Offer for United Clearing Plc

                Compulsory acquisition of United Clearing Shares


On 3 March 2006, BSG announced that the offer (the "Offer") for the entire
issued and to be issued share capital of United Clearing Plc ("United Clearing")
as set out in the offer document dated 20 January 2006 ("the Offer Document"),
had become unconditional in all respects. As at 1.00 p.m. on 3 April 2006, valid
acceptances had been received in respect of 16,277,748 United Clearing Shares,
representing approximately 91.11 per cent. of the issued share capital of United
Clearing.

Accordingly, having acquired or received valid acceptances of the Offer in
respect of over 90 per cent. of the United Clearing Shares to which the Offer
relates, BSG will today be giving notice to those United Clearing Shareholders
who have not accepted the Offer informing them that it will compulsorily acquire
their United Clearing Shares by applying sections 428 to 430F of the Companies
Act 1985.

The Offer will remain open for acceptance until further notice.

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


Enquiries:
Billing Services Group Limited                       Tel: [phone]
Patrick J. Haynes III, Chief Executive
Randall Brouckman, Chief Operating Officer

Buchanan Communications                              Tel: [phone]
Bobby Morse / Jeremy Garcia / James Strong

Evolution Securities Limited                         Tel: [phone]
Michael Brennan / Stuart Andrews / Fergus Marcroft


The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facilities from or within the United
States, Canada, Australia or Japan. Copies of this announcement and any related
documents are not being, and must not be, in whole or in part, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from the United States, Canada, Australia or Japan and persons receiving this
announcement and any related document (including, without limitation,
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them, in whole or in part, in or into or from the United
States, Canada, Australia or Japan or such other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction. The
availability of the Offer to persons who are 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 requirements.

Evolution Securities Limited which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for BSG and
no one else in connection with the Offer and will not be responsible to anyone
other than BSG for providing the protections afforded to clients of Evolution
Securities Limited or for providing advice in relation to the Offer.

BSG shares have not been registered under the United States Securities Act of
1933, as amended ("U.S. Securities Act") and may not be offered, sold, pledged
or otherwise transferred except (a)(1) in an Offshore Transaction complying with
Rule 904 of U.S. Regulation S or (2) pursuant to an exemption from registration
under the U.S. Securities Act and (b) in accordance with all applicable
securities laws of the states of the United States.

An "Offshore Transaction" is an offer of BSG shares not made to a person in the
United States and, at the time a buy order is originated, the buyer is outside
the United States or the seller reasonably believed the buyer was outside the
United States, so long as such offer or sale was not specifically targeted at
identifiable groups of United States citizens living abroad (such as members of
the United States armed forces living overseas); provided, however, an offer or
sale to a person identified in Rule 902(k)(2)(vi) of U.S. Regulation S shall be
deemed to be made in an Offshore Transaction.

"U.S. Regulation S" is Regulation S promulgated by the United States Securities
and Exchange Commission under the U.S. Securities Act, including the preliminary
notes thereto.



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

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