DCS Group Shareholders Vote to Approve Proposed Acquisition by Reynolds and Reynolds UK

DAYTON, Ohio, July 5  /PRNewswire-FirstCall/ -- Shareholder of DCS Group PLC have voted to approve the proposed acquisition of DCS by Reynolds and Reynolds UK.  The completion of the Acquisition is subject to the satisfaction or, if permitted, waiver of the Conditions set out in the Scheme Document (a document describing the terms of the recommended acquisition of DCS by Reynolds and Reynolds UK), including the sanction of the Scheme by the Court, expected to be received by 27 July 2006.

The announcement below provides further information.

Not for release, publication or distribution, in whole or in part, in, into or

from Canada, Australia, Japan or any other jurisdiction where to do so would

constitute a violation of the relevant laws of such jurisdiction

DCS GROUP PLC

RECOMMENDED PROPOSALS FOR THE ACQUISITION OF DCS GROUP PLC ("DCS") BY REYNOLDS

& REYNOLDS UK HOLDING LIMITED ("REYNOLDS AND REYNOLDS UK"), A SUBSIDIARY OF

       THE REYNOLDS AND REYNOLDS COMPANY ("REYNOLDS AND REYNOLDS")

        RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING



On 24 May 2006 the boards of Reynolds and Reynolds UK and DCS announced that they had reached agreement on the terms of recommended Proposals for the cash acquisition of DCS by Reynolds and Reynolds UK. The Acquisition is to be effected by means of a scheme of arrangement under section 425 of the Companies Act. On 13 June 2006, DCS dispatched to DCS Shareholders a circular containing, inter alia, the terms of the Scheme (the "Scheme Document") and notices convening the Court Meeting and Extraordinary General Meeting.

The boards of Reynolds and Reynolds UK and DCS are pleased to announce that at the Court Meeting held earlier today to approve the proposed scheme of arrangement between DCS and holders of Scheme Shares (as defined in the Scheme), the resolution approving the Scheme was passed by the requisite majorities on a poll.

The voting of those members who cast votes either in person or by proxy at the Court Meeting is summarised below:

              No. of DCS      No. of DCS       % of DCS
             Shareholders    Shares voted     Shares voted
                voting

  FOR           275           17,347,702         99.82
  AGAINST        15               31,778          0.18





In addition, at the Extraordinary General Meeting also held earlier today, DCS Shareholders passed the Special Resolution to approve amendments to DCS's Articles, the Scheme and the associated reduction of capital by the requisite majority on a poll.

The voting of those members who cast votes either in person or by proxy at the Extraordinary General Meeting is summarised below:

              No. of DCS      No. of DCS       % of DCS
             Shareholders    Shares voted     Shares voted
                voting

  FOR           274           17,205,889         99.86
  AGAINST        13               23,790          0.14





Completion of the Acquisition remains subject to the satisfaction, or if permitted, waiver of the Conditions set out in the Scheme Document, including, among other things, the sanction of the Scheme by the Court. The Court Hearing of the petition to sanction the Scheme and to confirm the reduction of DCS's share capital are expected to take place on 26 July 2006. It is expected that the last day of dealings in DCS Shares will be 25 July 2006 and that DCS Shares will cease to be admitted to trading on the Effective Date, which is expected to be 27 July 2006.

Capitalised terms used in this announcement have the same meanings as in the Scheme Document.

  Enquiries:

  DCS Group plc                   Tel: [phone]
  Stephen Yapp
  Ben Gujral

  Close Brothers                  Tel: [phone]
  (financial adviser to DCS)
  Stephen Aulsebrook
  James Craven

  Citigate Dewe Rogerson          Tel: [phone]
  (PR adviser to DCS)
  Virginia Pulbrook

  Reynolds and Reynolds UK
  and Reynolds and Reynolds
  Mark Feighery (Media)           Tel: [phone]
  John Shave (Investors)          Tel: [phone]

  Hawkpoint                       Tel: [phone]
  (financial adviser to
  Reynolds and Reynolds UK
  and Reynolds and Reynolds)
  Ben Mingay
  Alastair Rogers



The Directors of DCS accept responsibility for the information contained in this announcement relating to DCS, the DCS Group and themselves and their immediate families, related trusts and controlled companies. To the best of the knowledge and belief of the Directors of DCS (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of Reynolds and Reynolds UK accept responsibility for the information contained in this announcement, other than the information relating to DCS, the DCS Group and the DCS Directors and their immediate families and related trusts and controlled companies for which the DCS Directors accept responsibility. To the best of the knowledge and belief of the Directors of Reynolds and Reynolds UK (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Close Brothers, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for DCS and no one else in connection with the Proposals and will not be responsible to anyone other than DCS for providing the protections afforded to its customers or for providing advice in relation to the Proposals or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Hawkpoint, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Reynolds and Reynolds UK and Reynolds and Reynolds and no one else in connection with the Proposals and will not be responsible to anyone other than Reynolds and Reynolds UK and Reynolds and Reynolds for providing the protections afforded to its customers or for providing advice in relation to the Proposals or in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Cautionary Notice Regarding Forward-Looking Statements

Certain statements contain forward looking statements, including statements relating to results of operations.  These forward-looking statements are based on current expectations, estimates, forecasts and projections of future company or industry performance based on management's judgment, beliefs, current trends and market conditions. Actual outcomes and results may differ materially from what is expressed, forecasted or implied in any forward-looking statement. Forward-looking statements made by the company may be identified by the use of words such as "will," "expects," "intends," "plans," "anticipates," "believes," "seeks," "estimates," and similar expressions. Forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions which are difficult to predict, including the following: the timing of the initiation, progress or cancellation of significant contracts or arrangements, the mix and timing of services sold in a particular period; competitive factors; the inability to attract sufficient customers in new markets; general economic and business conditions. These and other factors that could cause actual results to differ materially from those expressed or implied are discussed under "Risk Factors" in the Business section of our most recent annual report on Form 10-K and other filings with the Securities and Exchange Commission. The company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About Reynolds

Reynolds and Reynolds (http://www.reyrey.com/) helps automobile dealers sell cars and take care of customers. Serving dealers since 1927, it is a leading provider of dealer management systems in the U.S. and Canada. The Company's award-winning product, service and training solutions include a full range of retail Web and Customer Relationship Management solutions, e-learning and consulting services, documents, data management and integration, networking and support and leasing services. Reynolds serves automotive retailers and OEMs globally through its incadea solution and a worldwide partner network, as well as through its consulting practice. 

DATASOURCE: The Reynolds and Reynolds Company



CONTACT:  Media, Mark Feighery, [phone], or

, or Investors, John E. Shave, [phone], or

, both of The Reynolds and Reynolds Company



Web site:  http://www.reyrey.com/

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