Offer Update

RNS Number:5146O
SunGard Data Systems Incorporated
11 August 2003

                                       EMBARGOED UNTIL 07.00am on 11 August 2003



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





                             Recommended Cash Offer

                                       by

                        Citigroup Global Markets Limited

                                  on behalf of

                          a wholly owned subsidiary of

                           SunGard Data Systems Inc.

                                      for

                           Sherwood International Plc





                  Offer declared unconditional in all respects





SunGard Data Systems Inc. (SunGard) announces that as at 3.00p.m. (London time)
on Friday 8th August, 2003, valid acceptances of the recommended cash offer (the
Offer) made by a wholly owned subsidiary of SunGard, SunGard Insurance Services
Limited (the Offeror), for the entire issued and to be issued share capital of
Sherwood International Plc (Sherwood), had been received from the holders of, in
aggregate, 25,729,017 Sherwood Shares, representing approximately 55.33 per
cent. of the issued share capital of Sherwood.



Prior to making the Offer, SunGard and the Offeror had received irrevocable
undertakings to accept (or procure the acceptance of) the Offer in respect of,
in aggregate, 1,846,050 Sherwood Shares, representing approximately 3.97 per
cent. of the issued share capital of Sherwood.  Valid acceptances of the Offer
have been received in respect of all of the Sherwood Shares which were the
subject of such irrevocable undertakings and are included in the total number of
valid acceptances referred to above.



After making the Offer, the Offeror acquired in the market 13,700,000 Sherwood
Shares, representing approximately 29.46 per cent. of the issued share capital
of Sherwood.  These market purchases were carried out by Citigroup, acting as
agent for the Offeror.



Therefore, as at 3.00p.m. (London time) on Friday 8th August, 2003, the Offeror
had acquired or had received valid acceptances of the Offer in respect of, in
aggregate, 39,429,017 Sherwood Shares, representing approximately 84.79 per
cent. of the issued share capital of Sherwood.



The Offeror has reduced the percentage of Sherwood Shares required to satisfy
the acceptance condition of the Offer and all the conditions of the Offer have
now been satisfied or waived.  Accordingly, the Offeror is pleased to declare
the Offer unconditional in all respects.



The Offer will remain open for acceptance until further notice and remains
subject to the terms set out in the Offer Document.



Sherwood Shareholders who wish to accept the Offer, and have not yet done so,
should complete the Form of Acceptance (whether or not their Sherwood Shares are
held in CREST) enclosed with the Offer Document and return it, together with
supporting documents, as soon as possible to the receiving agents to the Offer,
Capita IRG Plc, at Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TH.  Additional Forms of Acceptance are available from
Capita IRG Plc, by telephoning 0870 162 3100 (if calling from within the UK) or
[phone] (if calling from outside the UK).



The consideration payable to Sherwood Shareholders who have validly accepted the
Offer on or before today's date will be despatched on or before 25th August,
2003.  Consideration in respect of acceptances of the Offer received, complete
in all respects, after today's date and while the Offer remains open for
acceptance, will be despatched within 14 calendar days of such receipt.



SunGard intends to implement in due course the procedures set out in sections
428 to 430F of the Companies Act to acquire compulsorily any outstanding
Sherwood Shares to which the Offer relates.  In addition, SunGard intends to
procure that Sherwood applies to the UKLA for cancellation of the listing of the
Sherwood Shares on the Official List and to the London Stock Exchange for
admission to trading of the Sherwood Shares to be cancelled.  It is expected
that such cancellations will take effect no earlier than 20 business days after
the date of this announcement.



Save as disclosed in this announcement or in the Offer Document, neither SunGard
nor the Offeror, nor any persons acting or deemed to be acting in concert with
SunGard or the Offeror, held any Sherwood Shares (or rights over any Sherwood
Shares) prior to the Offer Period and neither SunGard nor the Offeror, nor
persons acting or deemed to be acting in concert with SunGard or the Offeror,
have acquired or agreed to acquire any Sherwood Shares (or rights over any
Sherwood Shares) since the commencement of the Offer Period.



Terms used in this announcement shall have the meaning given to them in the
Offer Document, save where the context requires otherwise.



Enquiries:



Citigroup Global Markets Limited
(financial adviser to SunGard and broker to the Offer)
Anthony Parsons  [phone]
Simon Alexander

M: Communications
(public relations consultants to SunGard)
Martin Forrest      [phone]
Nick Fox            [phone]
                      

This announcement does not constitute an offer or invitation to purchase any
securities or a solicitation of an offer to buy any securities pursuant to the
Offer or otherwise.  The full terms and conditions of the Offer (including
details of how the Offer may be accepted) are set out in the Offer Document and
in the Form of Acceptance.



Unless permitted by applicable law and regulation, the Offer is not being made,
directly or indirectly, in or into or by use of the mails of or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or by any other facilities
of, a national, state or other securities exchange of the United States, nor is
it being made, directly or indirectly, in or into Canada, Australia or Japan.
Accordingly, copies of this announcement and any related documents are not
being, and must not be, directly or indirectly, mailed or otherwise distributed
or sent in, into or from the United States, Canada, Australia or Japan and
persons doing so may render invalid any purported acceptance of the Offer.



The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Sherwood
Shareholders who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable requirements of their jurisdiction.



Citigroup, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively as financial adviser to SunGard and the Offeror
and no one else in connection with the Offer and will not be responsible to
anyone other than SunGard and the Offeror for providing the protections afforded
to customers of Citigroup, nor for providing advice in relation to the Offer.




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

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