AQA EDUCATION Offer for DRS Data & Research Services plc (4613F)

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RNS Number : 4613F

AQA EDUCATION

28 July 2016

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

THIS ANNOUNCEMENT (INCLUDING THE APPICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF ANY RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

28 July 2016

RECOMMED CASH OFFER

for

DRS Data & Research Services plc

AQA Education

Summary

-- The boards of AQA Education ("AQA") and DRS Data & Research Services plc ("DRS") are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which AQA will acquire the entire issued and to be issued share capital of DRS (the "Offer").

   --                 Under the terms of the Offer, DRS Shareholders will be entitled to receive:

for each DRS Share - 20 pence in cash

-- The Offer values the entire issued and to be issued share capital of DRS at approximately GBP6.54 million, on the basis of a fully-diluted share capital of 32,691,600 DRS Shares on the last dealing day prior to the date of this announcement.

   --                 The Offer Price represents a premium of approximately:

-- 122.22 per cent. to the Closing Price of 9.00 pence per DRS Share on 20 June 2016, being the first dealing day one month before the date of DRS's announcement that it was in talks with a potential bidder that may or may not lead to an offer;

-- 70.21 per cent. to the Closing Price of 11.75 pence per DRS Share on 18 July 2016, being the last dealing day prior to the date of DRS's announcement that it was in talks with a potential bidder that may or may not lead to an offer;

-- 14.29 per cent. to the Closing Price of 17.50 pence per DRS Share on 27 July 2016, being the last dealing day prior to the date of this announcement; and

-- 87.27 per cent. to the average Closing Price of 10.68 pence per DRS Share for the three months ended 27 July 2016, being the last dealing day prior to the date of this announcement.

-- The consideration payable under the Offer will be funded through AQA's existing cash resources.

-- The DRS Directors, who have been so advised by Arden Partners, consider the terms of the Offer to be fair and reasonable. In providing its advice to the DRS Directors, Arden Partners has taken into account the commercial assessments of the DRS Directors.

-- Accordingly, the DRS Directors have agreed unanimously to recommend that DRS Shareholders accept the Offer. Each DRS Director holding DRS Shares (being Arthur Mark Tebbutt and Gary Brighton) has irrevocably undertaken to accept the Offer in respect of his entire beneficial holdings of DRS Shares (other than DRS Share Scheme Shares), being in aggregate 2,478,553 DRS Shares, representing approximately 7.58 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

-- In addition, AQA has received irrevocable undertakings to accept the Offer, or to procure that any other person accepts the Offer, from Malcolm Brighton, Jennifer Brighton, Mark Brighton, Rights and Issues and the DRS Employee Share Trust in respect of a total of 13,350,226 DRS Shares, representing approximately 40.84 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

-- The irrevocable undertakings given by Malcolm Brighton, Jennifer Brighton, Mark Brighton and Gary Brighton (a DRS Director) will cease to be binding, inter alia, if a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer or to propose a scheme of arrangement (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer or proposing such scheme (the "Competing Offer"), on or before 11.59 p.m. on the day that is 21 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 10 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer.

-- The irrevocable undertaking given by Rights and Issues will cease to be binding, inter alia, if a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 5% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer.

-- The irrevocable undertaking given by the DRS Employee Share Trust will cease to be binding, inter alia, if a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer.

-- In aggregate, AQA has therefore received irrevocable undertakings to accept the Offer, or to procure that any other person accepts the Offer, in respect of a total of 15,828,779 DRS Shares, representing approximately 48.42 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

-- AQA is an independent education charity and a significant provider of academic qualifications taught in schools and colleges in England. The range of qualifications includes GCSEs, A-levels, Tech-levels and the Extended Project Qualification amongst others.

-- DRS is a specialist provider of automated data capture technology and solutions in the UK and overseas to three market sectors: education, elections and census.

-- AQA and the DRS Group have had a trading relationship since 2004, with the current contractual arrangement between the parties having been extended in March 2015 for a period running to March 2018.

-- AQA has remained a significant customer of the DRS Group, and the DRS Group has continued to be a significant electronic marking supplier to AQA, throughout this period. In 2015, the contract with AQA represented 64 per cent. of the DRS Group's revenue.

-- The key benefit, and primary driver, of the Offer for AQA is the provision of a greater level of control over electronic marking services to AQA, securing the long-term supply of what is currently a small but important element of AQA's end-to-end educational offering, supporting AQA's stated aim to advance education by enabling students and teachers to realise their potential.

-- It is intended that the Offer be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006.

-- Further details of the Offer will be set out in the Offer Document, which AQA intends to send to DRS Shareholders today (but, in any event, within 28 calendar days of the date of this announcement (subject to any extension agreed by AQA and DRS with the consent of the Panel)).

Commenting on the Offer, Andrew Hall, Chief Executive Officer of AQA, said:

"We are delighted to have agreed the terms of an offer with DRS and to be making this announcement today. As part of our strategy to strengthen the way in which we deliver exams, we want to have greater control of our e-marking operations. By bringing DRS's expertise into the AQA family, we will be able to ensure the long-term future of the important services they provide to us."

Commenting on the Offer, Keith Bogg, Chairman of DRS, said:

"The DRS Directors, after extensive and constructive dialogue, believe that the Offer represents a compelling strategic proposition as DRS faces the ongoing need for investment in its core products and possible further restructuring of the business given the challenges in overseas markets. AQA is the primary customer for a significant proportion of DRS's capabilities in the education market, and as a result we believe that the Offer recognises the value of our workforce, products and services. We also believe that DRS provides a strategic platform for AQA whom we believe are well positioned to support ongoing investment and development for all our customers."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement (including the Appendices). The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 to this announcement contains the sources of information and bases of calculation of certain information contained in this announcement. Appendix 3 to this announcement contains a summary of the irrevocable undertakings received in relation to the Offer. Appendix 4 to this announcement contains definitions of certain terms used in this announcement.

If you are in any doubt about the contents of this announcement or what action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser in the relevant jurisdiction.

Enquiries

 
 AQA 
 Andrew Hall, Chief Executive 
  Officer 
  Mark Moulding, Head of          +44 (0) 1483 556 288 
  PR and Media Relations           +44 (0) 1483 556 288 
 
 KPMG (financial adviser 
  to AQA) 
 Helen Roxburgh                   +44 (0) 113 231 3000 
 Stephen Leah                     +44 (0) 113 231 3000 
 
 DRS 
 Steve Gowers, Chief Executive 
  Officer                         +44 (0) 1908 666 088 
 
 Arden Partners (financial 
  adviser to DRS) 
 Steve Douglas                    +44 (0) 207 614 5900

KPMG LLP, which is authorised and regulated in the UK by the FCA for investment business activities, is acting exclusively as financial adviser to AQA in relation to the Offer and is not acting for any other person in relation to such Offer. KPMG LLP will not be responsible to anyone other than AQA for providing the protections afforded to its clients or for providing advice in relation to the Offer or any other matter referred to in this announcement or otherwise.

Arden Partners plc, which is authorised and regulated in the UK by the FCA, is acting exclusively for DRS and no-one else in connection with the Offer and will not regard any other person as a client in relation to the Offer and will not be responsible to anyone other than DRS for providing the protections afforded to its clients or for providing advice in relation to the Offer or any matters referred to in this announcement.

The AQA Directors accept responsibility for the information contained in this announcement, other than the information for which responsibility is taken by the DRS Directors pursuant to the paragraph immediately below. To the best of the knowledge and belief of the AQA Directors (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 DRS Directors accept responsibility for the information contained in this announcement relating to the DRS Group, themselves, their respective immediate families, related trusts and connected persons and the recommendations and opinions of the DRS Directors relating to the Offer contained in paragraphs 4 (Background to and reasons for the recommendation), 5 (Recommendation), 8 (Information on DRS) and 9 (DRS's current trading and prospects) of this announcement. To the best of the knowledge and belief of the DRS Directors (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.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise. Any acceptance or other response to the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. DRS Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been despatched.

This announcement has been prepared for the purposes of complying with the laws of England and Wales, the rules of the London Stock Exchange and the 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 any jurisdiction outside England and Wales.

Overseas shareholders

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.

In particular, copies of this announcement and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including, without limitation, by way of facsimile, transmission, telephone or internet) in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer will not be 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, state or other securities exchange of, any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any Restricted Jurisdiction.

Notice to US investors

The Offer is being made for securities of a United Kingdom company and DRS Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those generally applicable in the United States. DRS's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws (or pursuant to exemptive relief therefrom granted by the United States Securities and Exchange Commission (the "SEC")) and otherwise in accordance with the requirements of English law, the Code, the Panel, the London Stock Exchange and the FCA. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law.

Neither the SEC nor any other US federal or state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence in the United States. It may be difficult for US holders of DRS Shares to enforce their rights under and any claim arising out of the US federal securities laws, since AQA and DRS are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. The DRS Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended, and will not be offered to the public in the United States.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), Arden Partners and its affiliates may continue to act as exempt principal traders in DRS Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the Exchange Act. To the extent required to be disclosed in accordance with applicable regulatory requirements, information about any such purchases will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service, including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will as applicable also be

publicly disclosed in the United States.

Forward looking statements

This announcement contains statements about AQA and DRS which are, or may be deemed to be, "forward looking statements" and which are prospective in nature. All statements other than statements of historical fact included in this announcement may be forward looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. Often, but not always, forward looking statements can be identified by the use of forward looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or words or terms of similar substance or the negative of such words or terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of AQA's or DRS's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation and global economic conditions on AQA's or DRS's business.

These forward looking statements are not guarantees of future financial performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this announcement.

Neither AQA nor any member of the AQA Group, nor DRS nor any member of the DRS Group, nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur.

Other than in accordance with applicable legal or regulatory obligations, neither AQA nor any member of the AQA Group, nor DRS nor any member of the DRS Group, nor any of their respective members, associates, directors, officers, employees, advisers or persons acting on their behalf, is under any obligation and each of them expressly disclaims any intention or obligation to update or revise any forward looking statements or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.

Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of AQA or DRS. All subsequent oral or written forward looking statements attributable to AQA or DRS, any member of the AQA Group or the DRS Group or any of their respective members, associates, directors, officers, employees, advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No profit forecasts or estimates

Nothing in this announcement is intended or will be deemed to be a forecast, projection or estimate of the future financial performance of DRS or AQA and no statement in this announcement should be interpreted to mean that earnings or earnings per share of DRS or AQA (where relevant) for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of DRS or AQA (where relevant).

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The defined terms used in this section "Dealing disclosure requirements" are defined in the Code which can be found on the Panel's website.

Information relating to DRS Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by DRS Shareholders, persons with information rights and other relevant persons for the receipt of communications from DRS may be provided to AQA during the Offer Period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c) of the Code.

Publication on website

A copy of this announcement together with all information incorporated into this announcement by reference to another source will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on AQA's website (www.aqa.org.uk) and DRS's website (www.drs.co.uk) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

Availability of hard copies

You may request a hard copy of this announcement (and all information incorporated into this announcement by reference to another source) by contacting Equiniti Limited on 0371 384 2050 from within the UK or on +44 121 415 0259 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 July 2016

RECOMMED CASH OFFER

for

DRS Data & Research Services plc

AQA Education

   1.           Introduction

The boards of AQA and DRS are pleased to announce that they have reached agreement on the terms of a recommended cash offer pursuant to which AQA will acquire the entire issued and to be issued share capital of DRS.

It is intended that the Offer be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act 2006.

   2.           The Offer

Under the terms of the Offer, which will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and the Form of Acceptance, DRS Shareholders will be entitled to receive:

for each DRS Share - 20 pence in cash

The Offer values the entire issued and to be issued share capital of DRS at approximately GBP6.54 million, on the basis of a fully-diluted share capital of 32,691,600 DRS Shares on the last dealing day prior to the date of this announcement.

The Offer Price represents a premium of approximately:

-- 70.21 per cent. to the Closing Price of 11.75 pence per DRS Share on 18 July 2016, the last dealing day prior to the date of DRS's announcement that it was in talks with a potential bidder that may or may not lead to an offer;

-- 14.29 per cent. to the Closing Price of 17.50 pence per DRS Share on 27 July 2016, being the last dealing day prior to the date of this announcement; and

-- 87.27 per cent. to the average Closing Price of 10.68 pence per DRS Share for the three months ended 27 July 2016, being the last dealing day prior to the date of this announcement.

It is intended that the Offer Document will be published as soon as reasonably practicable and, in any event, within 28 calendar days of this announcement (subject to any extension agreed by AQA and DRS with the consent of the Panel).

   3.           Background to and reasons for the Offer

AQA and the DRS Group have had a trading relationship since 2004, with the current contractual arrangement between the parties having been extended in March 2015 for a period running to March 2018, for the provision to AQA, by DRS, of service bureau operations for the scanning and imaging of scripts and the delivery of DRS's online marking software as a service.

AQA has remained a significant customer of the DRS Group, and the DRS Group has continued to be a significant electronic marking supplier to AQA, throughout this period. In 2015, the contract with AQA represented 64 per cent. of the DRS Group's revenue.

The key benefit, and primary driver, of the Offer for AQA is the provision of a greater level of control over electronic marking services to AQA, securing the long-term supply of what is currently a small but important and growing element of AQA's end-to-end educational offering, supporting AQA's stated aim to advance education by enabling students and teachers to realise their potential.

In addition to the current trading relationship between AQA and the DRS Group, the DRS Group operates a number of other contracts and services globally with other customers. AQA intends to work with DRS's management team to fully investigate the potential benefits of these additional contracts and services to AQA following completion of the Offer. During such period, AQA and DRS intend that the DRS Group will continue to meet its contractual commitments under these additional contracts.

AQA anticipates that DRS will operate as a standalone subsidiary member of the AQA Group. As such, the Offer is not predicated upon the achievement of cost synergies.

   4.           Background to and reasons for the recommendation

AQA has been a customer of the DRS Group since 2004. The current contractual arrangement between the parties was extended in March 2015 for the period to March 2018, for the provision of bureau service operations for scanning and imaging of scripts and for the delivery of DRS's online marking software as a service.

The DRS Directors recognise that there are on-going structural changes in the UK examination market, including the need to develop a broader set of features to meet market requirements and that there are challenging international market conditions. By becoming part of the AQA Group, the DRS Directors believe that DRS will be in a better position to ensure the long-term future of the critical services and the software that DRS provides to the education market.

AQA has informed DRS of its intention to operate DRS as a standalone subsidiary member of the AQA Group. AQA has informed DRS that it intends to carry out a detailed review of DRS's operations and to begin planning for DRS to join the AQA family, whilst remaining in its Milton Keynes base (incorporating DRS's head office and operational division). AQA has informed DRS that it does not intend to make changes to the location of DRS's places of business, redeploy any of DRS's fixed assets or effect a material change to the conditions of employment of DRS Group employees.

The DRS Directors are pleased that AQA has no intention to make any changes to DRS's principal place of business in Milton Keynes or redeploy DRS's fixed assets.

The DRS Directors welcome AQA's intention, following the Offer becoming or being declared unconditional in all respects, to honour the existing employment rights, including pension rights, of all employees of DRS and its subsidiaries (as set out in paragraph 10 of this announcement), in accordance with contractual and statutory requirements.

Against this background, the DRS Directors believe that the Offer gives DRS Shareholders a compelling opportunity to realise immediate and significant value from their investment in DRS in cash, at a substantial premium to the prevailing market price, while supporting the long term prospects of the business.

   5.           Recommendation

The DRS Directors, who have been so advised by Arden Partners, consider the terms of the Offer to be fair and reasonable. In providing its advice to the DRS Directors, Arden Partners has taken into account the commercial assessments of the DRS Directors.

Accordingly, the DRS Directors have agreed unanimously to recommend that DRS Shareholders accept the Offer. Each DRS Director holding DRS Shares (being Arthur Mark Tebbutt and Gary Brighton) has irrevocably undertaken to accept the Offer in respect of his entire beneficial holdings of DRS Shares (other than DRS Share Scheme Shares), being in aggregate 2,478,553 DRS Shares, representing approximately 7.58 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

   6.           Irrevocable undertakings

AQA has received irrevocable undertakings to accept the Offer from each DRS Director holding DRS Shares (being Arthur Mark Tebbutt and Gary Brighton) in respect of his entire beneficial holdings of DRS Shares (other than DRS Share Scheme Shares), being in aggregate 2,478,553 DRS Shares, representing approximately 7.58 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

In relation to Arthur Mark Tebbutt, his irrevocable undertaking will cease to be binding if:

   --                    the board of DRS subsequently withdraws its recommendation of the Offer;

-- the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine); or

   --                    the Offer, once made, lapses or is withdrawn.

In relation to Gary Brighton, his irrevocable undertaking will cease to be binding if:

   --                    the board of DRS subsequently withdraws its recommendation of the Offer;

-- the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

-- a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer or to propose a scheme of arrangement (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer or proposing such scheme (the "Competing Offer"), on or before 11.59 p.m. on the day that is 21 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 10 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   --                    the Offer, once made, lapses or is withdrawn.

In addition, AQA has received irrevocable undertakings to accept the Offer, or to procure that any other person accepts the Offer, from Malcolm Brighton, Jennifer Brighton, Mark Brighton, Rights and Issues and the DRS Employee Share Trust in respect of 13,350,226 DRS Shares, representing, in aggregate, approximately 40.84 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

The irrevocable undertakings given by Malcolm Brighton, Jennifer Brighton and Mark Brighton cease to be binding if:

   --                    the board of DRS subsequently withdraws its recommendation of the Offer;

-- the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

   --                    the Offer, once made, lapses or is withdrawn.

The irrevocable undertaking given by Rights and Issues will cease to be binding if:

-- the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

-- a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 5% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   --                    the Offer, once made, lapses or is withdrawn.

The irrevocable undertaking given by the DRS Employee Share Trust will cease to be binding if:

-- the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

-- a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   --                    the Offer, once made, lapses or is withdrawn.

Accordingly, AQA has received irrevocable undertakings to accept the Offer, or to procure that any other person accepts the Offer, in respect of, in aggregate, 15,828,779 DRS Shares, representing approximately 48.42 per cent. of the existing ordinary share capital of DRS in issue on 27 July 2016, being the last dealing day prior to the date of this announcement.

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

   7.           Information on AQA

AQA is an independent education charity and a significant provider of academic qualifications taught in schools and colleges in England.

The range of qualifications includes GCSEs, A-levels, Tech-levels and the Extended Project Qualification amongst others. Through its joint venture with Oxford University Press, AQA offers a range of qualifications targeted at the international market.

In the year ended 30 September 2015, the AQA Group received total incoming resources of GBP150.8 million and had net outgoing resources of GBP4.2 million after having invested in new qualifications designed to meet Westminster Government's education reform agenda. The AQA Group's balance sheet as at 30 September 2015 incorporated net assets of GBP70.9 million, including GBP30.7 million in cash fund investments, GBP42.7 million in long term investments and GBP2.1 million in cash at bank and in-hand.

Following completion of the Offer, the earnings, assets and liabilities of DRS will be incorporated into the consolidated financial results and position of the AQA Group, with a reduction in AQA's liquid resources to reflect the cash consideration and relevant fees and expenses in relation to the Offer.

   8.           Information on DRS

DRS was established in 1969 as a data capture bureau offering printing and scanning services in London. Since then DRS has further developed its expertise to include the design and manufacture of imaging and Optical Mark Recognition (OMR) scanners, software solutions for examinations and assessments as well as real-time data capture technology for use in large data gathering projects across the national and international census and election markets.

The DRS Group today has evolved to become a specialist provider of automated data capture technology and solutions in the UK and overseas to three market sectors: education, elections and census. Two of the markets, census and elections, offer opportunities that, while they are high value by nature, are non-recurring and tend to be project based requiring specific customisation. By contrast, events in the education market such as examinations are regular and repeatable and offer the opportunity for recurring revenue streams.

Across these sectors, the DRS Group focuses on solutions that provide for large-scale secure capture and processing of high-stakes data, primarily from manually completed, paper-based forms and the output of the results to a fixed schedule.

Education sector

For over four decades the DRS Group has supported awarding bodies, assessment authorities, schools, colleges and universities in the UK and in selected overseas markets, providing secure data capture and examination processing products and specialist services.

Elections sector

The DRS Group provides an end-to-end solution for electronically counted elections including form design and printing, hardware, software, project support and training. This support is provided to cover statutory and non-statutory elections including national parliamentary elections, legislative and local council elections as well as employee and trade union ballots.

Census sector

The DRS Group provides data capture solutions for large-scale censuses including paper-based national or regional population censuses and specialised industrial, commercial and agricultural censuses.

DRS is headquartered in Milton Keynes, UK and as at 30 June 2016 the DRS Group employed 406 people on its weekly payroll and 145 people on its monthly payroll.

For the year ended 31 December 2015, DRS reported revenue of GBP12.5 million and profit before tax and exceptional items of GBP0.06 million. As at 31 December 2015, DRS had gross assets of GBP9.5 million and net cash of GBP0.6 million.

   9.           DRS's current trading and prospects

On 25 April 2016, DRS published its final results for the year ending 31 December 2015.

Please see the Annual Report on DRS's website https://DRSstorage.blob.core.windows.net/sitefinityDRSstorage/financial-reports/DRS-annual-report-2015.pdf?sfvrsn=12.

On 20 June 2016, DRS made the following statement at its annual general meeting:

"The Mayor of London and London Assembly election project was delivered and will be recognised in the half year results and the outlook for the full year is expected to be broadly in line with market expectations.

For the remainder of the year the UK examination market is expected to remain stable, while conditions in the overseas markets are expected to continue to be challenging for the foreseeable future."

For the purposes of Rule 28.1 of the Code, the DRS Directors consider that market expectations are the earnings per share of nil pence per share and the profit before taxation of nil for the year ending 31 December 2016 published by the research analyst at Arden Partners. The DRS Directors confirm that the annual general meeting statement remains valid and that the basis of accounting used is consistent with DRS's accounting policies. The DRS Directors confirm that the profit forecast has been properly compiled on the basis of the following assumptions:

   --                    trading results to the date of the annual general meeting;

-- the financial impact of the Mayor of London and London Assembly election project that will be included in the half year results;

-- the volume of examination scripts being received for scanning and processing by DRS at this time together with the anticipated cumulative volumes expected over the summer examination marking period; and

   --                    the known and anticipated cost base of DRS. 
   10.         Management, employees and locations

Shortly following completion of the Offer, AQA intends to commence a detailed review of DRS's operations and to begin planning for DRS to join the AQA family whilst remaining in its Milton Keynes base (incorporating DRS's head office and operational division). As set out earlier in this announcement, AQA anticipates that DRS's key focus will be on electronic marking and associated services (including scanning) post completion of the Offer, while DRS's operations in the elections and census sectors are less core to AQA's strategic rationale for the Offer. In addition, AQA intends to review DRS's position in overseas markets, in the context of challenging conditions which, as DRS stated at its June 2016 annual general meeting, DRS expects to continue for the foreseeable future.

Whilst cost reduction is also not part of AQA's rationale for the acquisition of DRS, the detailed review, which will cover all aspects of DRS's business including, inter alia, its central functions and the operation of the DRS Group's customer contracts and services beyond AQA, may result in a reduction in the headcount of the combined group, which AQA would expect to be limited. No decisions have been made by AQA in relation to that integration and no discussions have been held between AQA and DRS in this regard, other than in relation to the retention of Milton Keynes as DRS's base. AQA does not intend to make changes to the location of DRS's places of business or redeploy any of DRS's fixed assets.

AQA has no intention to effect a material change to the conditions of employment, and has given assurances to the DRS Directors that the existing employment rights, including pension rights, of all DRS Group employees will be fully safeguarded following the Offer becoming or being declared unconditional in all respects in accordance with contractual and statutory requirements.

AQA has informed DRS that it intends to consider appropriate, limited, incentivisation arrangements for DRS Group employees following completion of the Offer. Beyond this statement, no discussions have taken place to date between DRS and AQA in relation to such arrangements, no agreements or arrangements have been entered into at the current time and there will be no discussions in relation to any such arrangements during the Offer Period.

It is intended that each non-executive DRS Director will step down as a director, to take effect on the date on which the Offer becomes or is declared unconditional in all respects, or shortly thereafter.

   11.         DRS Share Scheme

The Offer will extend to any DRS Shares which are unconditionally allotted or issued under the DRS Share Scheme before the date on which the Offer closes (or by such earlier date as AQA may, subject to the Code, decide, not being earlier than (a) the date on which the Offer becomes or is declared unconditional as to acceptances or (b) if later, 18 August 2016).

Participants in the DRS Share Scheme will be contacted regarding the effect of the Offer on their rights under the scheme and provided with further details concerning the proposals which AQA is making to them. Details of these proposals will be set out in separate letters to be sent to participants in the DRS Share Scheme.

   12.         Financing of the Offer

The cash consideration payable under the Offer is being financed from AQA's existing cash resources.

KPMG, financial adviser to AQA, is satisfied that sufficient resources are available to AQA to satisfy in full the cash consideration payable to DRS Shareholders under the terms of the Offer.

   13.         Conditions to the Offer

The Offer is subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the further terms and conditions to be set out in the Offer Document.

The conditions in Appendix 1 to this announcement include (amongst other things):

-- valid acceptances being received in respect of DRS Shares which constitute not less than 90 per cent. in nominal value of the DRS Shares to which the Offer relates and represent not less than 90 per cent. of the voting rights attached to such DRS Shares;

-- no Relevant Authority having given written notice of a decision to take, institute or threaten any Legal Proceedings, or having required any action to be taken or otherwise having done anything that would or might reasonably be expected to prevent the Offer being made or otherwise interfering with the Proposed Acquisition; and

-- all Authorisations which are material in any relevant jurisdiction for or in respect of the Proposed Acquisition, or control of DRS, by AQA or any member of the Wider AQA Group being obtained.

   14.         Structure of the Offer

It is intended that the Offer will be implemented by way of a takeover offer under Part 28 of the Companies Act 2006 and the Code.

The DRS Shares will be acquired by AQA under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights attaching to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

The Offer Document and the Form of Acceptance accompanying the Offer Document will be published within 28 calendar days of this announcement (subject to any extension agreed by AQA and DRS with the consent of the Panel). The Offer will be subject to the Conditions. Further details of the Offer will be set out in the Offer Document. The Offer Document and accompanying Form of Acceptance will be made available to all DRS Shareholders at no charge to them. DRS Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

   15.         Interests in DRS Shares

As at the close of business on 27 July 2016, being the latest practicable date prior to the publication of this announcement, save for the irrevocable undertakings referred to in paragraph 6 of this announcement, neither AQA or any person acting, or deemed to be acting, in concert with AQA:

   --                    had an interest in, or right to subscribe for, any DRS Shares;

-- had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, DRS Shares;

   --                    had procured an irrevocable undertaking to accept the Offer; or 
   --                    had borrowed or lent any DRS Shares.

Furthermore, save for the irrevocable undertakings referred to in paragraph 6 of this announcement, no arrangement exists with AQA or DRS or an associate of AQA or DRS in relation to DRS Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to DRS Shares which may be an inducement to deal or refrain from dealing in such securities.

   16.         Offer related arrangements

On 15 March 2016, AQA and DRS entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for two years from the date of the agreement.

   17.         Compulsory acquisition

If AQA receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the DRS Shares by nominal value and voting rights attaching to such shares to which the Offer relates and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), AQA intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to compulsorily acquire the remaining DRS Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

   18.         Delisting and cancellation of trading and re-registration

If the Offer becomes or is declared unconditional in all respects and AQA has, by virtue of its shareholdings and acceptances of the Offer, acquired DRS Shares carrying 75 per cent. or more of the voting rights of DRS, AQA intends to procure the making of an application to the FCA to remove the listing of the DRS Shares from the Official List and to the London Stock Exchange to cancel trading in DRS Shares on the London Stock Exchange's market for listed securities. It is anticipated that the removal of DRS's listing on the Official List and cancellation of admission to trading on the London Stock Exchange's market for listed securities will take effect no earlier than 20 Business Days following the date on which the Offer becomes or is declared unconditional in all respects, provided AQA has, by virtue of its shareholdings and acceptances of the Offer, acquired DRS Shares carrying 75 per cent. or more of the voting rights of DRS. In connection with the removal of DRS's listing on the Official List and cancellation of admission to trading on the London Stock Exchange's market for listed securities, AQA intends that DRS will withdraw the DRS

Shares from CREST.

It is AQA's intention that, following such delisting and cancellation of trading, DRS will be re-registered as a private limited company under the relevant provisions of the Companies Act 2006. Delisting and re-registration would significantly reduce the liquidity and marketability of any DRS Shares in respect of which the Offer has not been accepted at that time.

   19.         Documents published on a website

Copies of the following documents will be made available on AQA's website (www.aqa.org.uk) and DRS's website (www.drs.co.uk) by no later than 12 noon (London time) on the Business Day following the publication of this announcement until the end of the Offer Period:

   (i)           a copy of this announcement;

(ii) the irrecoverable undertakings referred to in paragraph 6 above and summarised in Appendix 3 to this announcement;

   (iii)         the confidentiality agreement referred to in paragraph 16 of this announcement.

For the avoidance of doubt, the contents of those websites are not incorporated by reference into, and do not form part of, this announcement.

   20.         General

AQA will have the right to reduce the amount payable for each DRS Share by the amount of any dividend (or other distribution) which is paid or becomes payable to DRS Shareholders after the date of this announcement. DRS Shareholders will remain entitled to receive such dividend payment in the event that the price payable for each DRS Share is reduced.

AQA further reserves the right to elect (subject to the prior consent of the Panel) to effect the Offer by way of a court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

It is intended that the Offer Document and the Form of Acceptance will be posted to DRS Shareholders today (but, in any event (save with the consent of the Panel), within 28 calendar days of the date of this announcement).

The Offer will be subject to the Conditions and further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document. Appendix 2 to this announcement contains the sources of information and bases of calculation of certain information contained in this announcement. Appendix 3 to this announcement contains a summary of the irrevocable undertakings received in relation to the Offer. Appendix 4 to this announcement contains definitions of certain terms used in this announcement.

KPMG LLP has given and has not withdrawn its written consent to the issue of this announcement with the inclusion of the references to its name in the form and context in which they appear.

Arden Partners plc has given and has not withdrawn its written consent to the issue of this announcement with the inclusion of the references to its name in the form and context in which they appear.

Enquiries

 
 AQA 
 Andrew Hall, Chief Executive 
  Officer 
  Mark Moulding, Head of          +44 (0) 1483 556 288 
  PR and Media Relations           +44 (0) 1483 556 288 
 
 KPMG (financial adviser 
  to AQA) 
 Helen Roxburgh                   +44 (0) 113 231 3000 
 Stephen Leah                     +44 (0) 113 231 3000 
 
 DRS 
 Steve Gowers, Chief Executive 
  Officer                         +44 (0) 1908 666 088 
 
 Arden Partners (financial 
  adviser to DRS) 
 Steve Douglas                    +44 (0) 207 614 5900

Overseas shareholders

In particular, copies of this announcement and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent (including, without limitation, by way of facsimile, transmission, telephone or internet) in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer will not be 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, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any Restricted Jurisdiction.

Notice to US investors

Forward looking statements

No profit forecasts or estimates

Dealing disclosure requirements

The defined terms used in this section "Dealing disclosure requirements" are defined in the Code which can be found on the Panel's website.

Information relating to DRS Shareholders

Publication on website

Availability of hard copies

APPIX 1

Conditions and certain further terms of the Offer

   A.           Conditions of the Offer

The Offer will be subject to the following Conditions:

   1.           Acceptance Condition

valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on 18 August 2016 (or, subject to the Code, such later time(s) and/or dates(s) as AQA may decide) in respect of not less than 90 per cent. (or, subject to the Code, such lower percentage as AQA may decide) of DRS Shares to which the Offer relates and not less than 90 per cent. (or, subject to the Code, such lower percentage as AQA may decide) of the voting rights attached to those shares, provided that the Condition in this paragraph 1 will not be satisfied unless AQA and/or its wholly owned subsidiaries have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) DRS Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at general meetings of DRS, including for this purpose (to the extent, if any, required by the Code) any such voting rights attaching to any DRS Shares which may be unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of the Condition in this paragraph 1:

(a) DRS Shares which have been unconditionally allotted but not issued before the Offer becomes, or is declared, unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, will be deemed to carry the voting rights which they will carry when they are issued;

(b) the expression "DRS Shares to which the Offer relates" will be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006;

(c) DRS Shares (if any) that cease to be held in treasury before the Offer becomes, or is declared, unconditional as to acceptances are DRS Shares to which the Offer relates; and

(d) valid acceptances will be treated as having been received in respect of any DRS Shares that AQA and/or its wholly owned subsidiaries will, pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act 2006, be treated as having acquired or unconditionally contracted to acquire by virtue of acceptances of the Offer;

   2.           Regulatory intervention

no Relevant Authority having given written notice of a decision to take, institute or threaten any Legal Proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision (and in each case not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to:

(a) make the Proposed Acquisition or other acquisition of DRS Shares, or control or management of DRS by AQA or any member of the Wider AQA Group, void, unenforceable or illegal in any jurisdiction or, directly or indirectly, prohibit or otherwise materially restrict, delay or interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially challenge or require material adverse amendment to the terms of, the Offer, or control or management of DRS by AQA or any member of the Wider AQA Group;

(b) require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider AQA Group or the Wider DRS Group of all or any part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct their respective businesses and to own, control or manage their respective assets or properties (in each case to an extent which is or is reasonably likely to be material in the context of the Wider AQA Group or the Wider DRS Group taken as a whole);

(c) materially limit or delay the ability of any member of the Wider AQA Group or the Wider DRS Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider DRS Group or the Wider AQA Group;

(d) except pursuant to Chapter 3 of Part 28 of the Companies Act 2006, require any member of the Wider AQA Group or of the Wider DRS Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider DRS Group or any member of the Wider AQA Group owned by a Third Party (other than in the implementation of the Offer);

(e) materially limit or delay the ability of any member of the Wider AQA Group or the Wider DRS Group to integrate or co-ordinate its business, or any part of it, with the businesses or any material part of the businesses of any other member of the Wider AQA Group and/or the Wider DRS Group;

(f) result in any member of the Wider AQA Group or any member of the Wider DRS Group ceasing to be able to carry on business under any name under which it presently does so (in each case to an extent which is or is reasonably likely to be material in the context of the Wider AQA Group or the Wider DRS Group taken as a whole); or

(g) otherwise adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider AQA Group to a material extent or of the Wider DRS Group to a material extent,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any Legal Proceedings having expired, lapsed or been terminated;

   3.           Authorisations

(a) all filings, applications and/or notifications which are material having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with, in each case in respect of the Offer and the Proposed Acquisition or other acquisition of any shares or other securities in, or control or management of, DRS or any member of the Wider DRS Group by any member of the Wider AQA Group;

(b) all Authorisations which are material in any relevant jurisdiction for or in respect of the Proposed Acquisition, or control of DRS, by AQA or any member of the Wider AQA Group being obtained on terms and in a form reasonably satisfactory to AQA from all appropriate Relevant Authorities, or from any persons or bodies with whom any member of the Wider DRS Group or the Wider AQA Group has entered into contractual arrangements or other business relationships, and such Authorisations remaining in full force and effect and there being no notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been made and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Proposed Acquisition, in each case, where the absence of such Authorisation or failure to comply with such statutory or regulatory obligations would have a material adverse effect on the Wider AQA Group or the Wider DRS Group taken as a whole; and

(c) there being no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order issued and being in effect by a court or other Relevant Authority which has the effect of making the Proposed Acquisition or other acquisition of any shares or other securities in, or control or management of, any member of the Wider DRS Group by any member of the Wider AQA Group or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, prohibiting, preventing, restraining, restricting, delaying or otherwise materially adversely interfering with the completion or the approval of the Proposed Acquisition or any matter arising from any other acquisition of any shares or other securities in, or control or management of, any member of the Wider DRS Group by any member of the Wider AQA Group, in each case which would have a material adverse effect on the Wider AQA Group or the Wider DRS Group taken as a whole;

   4.           Confirmation of absence of adverse circumstances

save as Disclosed, there being no provision of any Agreements to which any member of the Wider DRS Group is a party, or by or to which any such member, or any part of its assets, may be bound, entitled or subject which, as a result of the Proposed Acquisition or other acquisition by AQA or any member of the Wider AQA Group of any DRS Shares or other securities, or change in the control or management of DRS or any member of the Wider DRS Group, would or might reasonably be expected to result in (in each case to an extent which is or is reasonably likely to be material in the context of the Wider DRS Group taken as a whole):

(a) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider DRS Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated maturity or repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(b) the rights, liabilities, obligations, interests or business of any member of the Wider DRS Group under any Authorisation being terminated or materially adversely modified or affected or any onerous obligation arising or any materially adverse action being taken under any such Authorisation;

(c) the interests or business of any member of the Wider DRS Group in or with any Third Party (or any arrangements relating to any such interests or business) being terminated or materially adversely modified or affected;

(d) the creation, save in the ordinary course of business, of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider DRS Group or any such mortgage, charge or security (whenever arising or having arisen) becoming enforceable or being enforced;

(e) any material assets, property or interests of, or used by, any member of the Wider DRS Group being disposed of or charged in any way or ceasing to be available to any member of the Wider DRS Group or any rights arising under which any such asset, property or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider DRS Group otherwise than in the ordinary course of business;

(f) any member of the Wider DRS Group ceasing to be able to carry on business under any name under which it currently does so;

(g) the financial, trading or regulatory position or prospects or value of any member of the Wider DRS Group being prejudiced or materially adversely affected;

(h) the creation, acceleration or assumption of any material actual or contingent liabilities by any member of the Wider DRS Group other than in the ordinary course of business; or

(i) any requirement on any member of the Wider DRS Group to acquire, subscribe, pay up or repay any shares or other securities in and/or any indebtedness of any member of the Wider DRS Group owned by or owed to any Third Party,

and no event having occurred which, under any provision of any Agreement to which any member of the Wider DRS Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, would or is reasonably likely to result in any of the events or circumstances as are referred to in subparagraphs 4(a) to (i) inclusive (in each case to an extent which is or is reasonably likely to be material in the context of the Wider DRS Group taken as a whole);

   5.           No material transactions, claims or changes in the conduct of the business of DRS

save as Disclosed, no member of the Wider DRS Group has since the Accounting Date:

(a) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, where relevant, as between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries or pursuant to the vesting of awards or the exercise of options granted under the DRS Share Scheme);

(b) recommended, declared, paid or made or proposed or resolved to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise, other than a distribution declared before the Offer becomes unconditional in all respects to DRS or one of its wholly owned subsidiaries;

(c) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries or pursuant to the Proposed Acquisition) merged or demerged with or from, or acquired, any body corporate or authorised or proposed or announced any intention to propose any such merger, demerger or acquisition (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(d) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries or in the ordinary course of business) acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(e) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries) entered into, or authorised, proposed or announced the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(f) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries) other than pursuant to the Offer, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect;

(g) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital;

(h) (except for transactions between DRS and its wholly owned subsidiaries or between its wholly owned subsidiaries) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(i) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or might reasonably be expected to involve, an obligation of a material nature or magnitude which is restrictive on the business of any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(j) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(k) other than in respect of a solvent reorganisation, commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(l) (other than in respect of a member of the Wider DRS Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(m) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(n) made any material alteration or amendment to its constitutional documents other than as required to implement the Proposed Acquisition (in each case to an extent which is materially adverse in the context of the Wider DRS Group taken as a whole or is material and adverse in the context of the Proposed Acquisition);

(o) other than in respect of the appointment of Gary Brighton as a DRS Director, entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(p) except in relation to changes reasonably made or agreed as a result of, or arising from, legislation or changes to legislation, proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider DRS Group, other than in accordance with the terms of the Offer (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(q) except in relation to changes reasonably made or agreed as a result of, or arising from, legislation or changes to legislation, made or consented to any material change to the terms of the trust deed(s) constituting the pension scheme(s) established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions are calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to, any change to the trustees, other than in accordance with applicable law (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole); or

(r) entered into any Agreement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this paragraph 5 (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

   6.           Other events since the Accounting Date

save as Disclosed, since the Accounting Date:

(a) no adverse change or deterioration having occurred and no events, matters or circumstances having arisen which would or might reasonably be expected to result in any adverse change or deterioration in the business, assets, financial, trading or regulatory position or profits or prospects of any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider DRS Group or to which any member of the Wider DRS Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider DRS Group having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(c) no contingent or other liability having arisen outside the ordinary course of business which would or might reasonably be expected to materially and adversely affect any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

   7.           Other issues

save as Disclosed, AQA not having discovered that:

(a) any financial, business or other information concerning any member of the Wider DRS Group publicly disclosed prior to the date of this announcement at any time by or on behalf of any member of the Wider DRS Group is materially misleading, contains a material misrepresentation of a material fact or omits to state a fact necessary to make the information contained therein not materially misleading and which was not subsequently corrected before the date of this announcement by disclosure by or on behalf of the Wider DRS Group through the publication of an announcement via a Regulatory Information Service (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole);

(b) that any member of the Wider DRS Group is subject to any liability (actual, contingent, prospective or otherwise) other than in the ordinary course of business (in each case which is material in the context of the Wider DRS Group taken as a whole);

(c) any past or present member of the Wider DRS Group has not complied in a material respect with any applicable legislation, common law or regulations, notices or other requirements of any jurisdiction or Relevant Authority with regard to environmental matters or the health and safety of any person, or that there has otherwise been any breach of environmental or health and safety law or that there is any environmental condition which, in any case, would be likely to give rise to any liability (actual, contingent, prospective or otherwise) or cost on the part of any member of the Wider DRS Group (in each case which is material in the context of the Wider DRS Group taken as a whole);

(d) there is, or is likely to be, any material liability (actual, contingent, prospective or otherwise) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider DRS Group or any controlled waters under any environmental law or which has or could result in the closure of any property of material importance to the operations of any member of the Wider DRS Group (in each case to an extent which is material in the context of the Wider DRS Group taken as a whole); and

(e) no circumstance having arisen or event having occurred in relation to any Intellectual Property owned or used by any member of the Wider DRS Group which would have a materially adverse effect on any member of the Wider DRS Group, including:

(i) any member of the Wider DRS Group losing its title to any of its Intellectual Property, or any Intellectual Property owned by any member of the Wider DRS Group being revoked, cancelled or declared invalid;

(ii) any claim being asserted or threatened in writing by any person challenging the ownership of any member of the Wider DRS Group to, or the validity or effectiveness of, any of its Intellectual Property; or

(iii) any Agreement regarding the use of any Intellectual Property licensed to or by any member of the Wider DRS Group being terminated or varied,

in each case which is material in the context of the Wider DRS Group taken as a whole.

   B.           Certain further terms of the Offer

(a) Subject to the requirements of the Code and the Panel, AQA reserves the right to waive, in whole or in part, all or any of the Conditions in paragraphs 2 to 7 (inclusive) above.

(b) If AQA is required by the Panel to make an offer for DRS Shares under Rule 9 of the Code, AQA may make such alterations to any of the above Conditions, including the Condition in paragraph 1, and the terms of the Offer as are necessary to comply with that Rule.

(c) The Offer will lapse unless all Conditions to the Offer are fulfilled or (if capable of waiver) waived or, where appropriate, determined by AQA to have been or remain satisfied by midnight (London time) on the date which is 21 calendar days after the later of 18 August 2016 and the date on which the Offer becomes, or is declared, unconditional as to acceptances (or such later date (if any) as AQA may, with the consent of the Panel or in accordance with the Code, decide).

(d) AQA will be under no obligation to waive or treat as satisfied any of the Conditions in paragraphs 2 to 7 (inclusive) above by a date earlier than the latest date specified above for its satisfaction even though the other Conditions of the Offer may, at such earlier date, have been waived or fulfilled and there are, at such earlier date, no circumstances indicating that any such Conditions may not be capable of fulfilment.

(e) The Offer will lapse (unless the Panel otherwise consents) if, before 18 August 2016 or the date on which the Offer becomes, or is declared, unconditional as to acceptances (whichever is the later), the CMA decides to make a CMA Phase 2 Reference. If the Offer does so lapse, not only will the Offer cease to be capable of further acceptance but also DRS Shareholders and AQA will thereafter cease to be bound by prior acceptances.

(f) The DRS Shares will be acquired by AQA fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights attaching to them as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement. Accordingly, insofar as a dividend and/or distribution and/or a return of capital is proposed, declared, made, paid or payable by DRS in respect of a DRS Share on or after the date of this announcement, AQA reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital, the price payable under the Offer in respect of a DRS Share, except insofar as the DRS Share is or will be transferred pursuant to the Offer on a basis which entitles AQA alone to receive the dividend and/or distribution and/or return of capital, but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that DRS Share will be obliged to account to AQA for the amount of such dividend and/or distribution and/or return of capital.

(g) Save in respect of the Condition in paragraph 1, under Rule 13.5 of the Code, AQA may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the Condition are of material significance to AQA in the context of the Offer. The Condition in paragraph 1 is not subject to this provision of the Code.

(h) If the Offer lapses, it will cease to be capable of further acceptance and persons accepting the Offer and AQA will thereupon cease to be bound by acceptances submitted before the time the Offer lapses.

(i) AQA reserves the right, subject to the prior consent of the Panel, to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act 2006. In such event, the Offer will be implemented on the same terms, so far as applicable, as those which would apply under a contractual offer, subject to appropriate amendments to reflect the change in method of effecting the Offer.

(j) Each of Conditions in paragraphs 1 to 7 above will be regarded as a separate Condition and will not be limited by reference to any other Condition.

(k) The Offer will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales and to the Conditions and further terms set out in this announcement and to be set out in the Offer Document. The Offer will be subject to the applicable requirements of the UK Listing Authority, the FCA, the European Commission, FSMA, the London Stock Exchange and the Code.

(l) The ability to effect the Offer in respect of persons resident in certain jurisdictions may be affected by the laws of those jurisdictions. Before taking any action in relation to the Offer, holders of DRS Shares should inform themselves about and observe any applicable requirements.

(m) Unless otherwise determined by AQA or required by the Code and permitted by applicable law and regulation:

(i) the Offer will not be 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, state or other securities exchange of any Restricted Jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any Restricted Jurisdiction; and

(ii) this announcement should not be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction.

(n) The treasury shares (as defined in section 974(6) of the Companies Act 2006) of DRS are excluded from the Offer.

APPIX 2

Sources and bases of information

1. As at the close of business on 27 July 2016, the last dealing day prior to the date of this announcement, DRS had in issue 32,691,600 DRS Shares. The International Securities Identification Number for the DRS Shares is GB0002502580.

2. The value attributed to DRS's entire issued and to be issued share capital as implied by the Offer Price is based on 32,691,600 DRS Shares in issue on 27 July 2016, the last dealing day prior to the date of this announcement.

3. The Closing Price for DRS Shares on 27 July 2016, the last dealing day prior to the date of this announcement, is taken from the Official List.

4. Unless otherwise stated, the financial information relating to DRS is extracted from the audited consolidated financial statements of DRS for the year ended 31 December 2015.

5. Unless otherwise stated, the financial information relating to AQA is extracted from the audited consolidated financial statements of AQA for the year ended 30 September 2015.

6. The financial data (if any) relating to synergies, cost savings and other financial benefits of the Proposed Acquisition are unaudited and are based on analysis by AQA's management and on AQA's and DRS's internal records.

APPIX 3

Irrevocable undertakings

DRS Shareholders' irrevocable undertakings

The following DRS Shareholders have given an irrevocable undertaking to accept, or procure the acceptance of, the Offer not later than 7 calendar days after AQA posts the Offer Document to DRS Shareholders:

 
 Name                  Number of DRS               Percentage of 
                        Shares in respect           DRS's issued share 
                        of which the irrevocable    capital 
                        undertaking is 
                        given 
 Malcolm Brighton      7,079,697                   21.66% 
 Jennifer Brighton     2,000,000                   6.12% 
 Mark Brighton         2,000,000                   6.12% 
 Rights and Issues     1,350,000                   4.13% 
 DRS Employee Share 
  Trust                920,529                     2.82% 
 Total                 13,350,226                  40.84%

The irrevocable undertakings given by Malcolm Brighton, Jennifer Brighton and Mark Brighton cease to be binding if:

   (a)          the board of DRS subsequently withdraws its recommendation of the Offer;

(b) the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

(c) a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer or to propose a scheme of arrangement (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer or proposing such scheme (the "Competing Offer"), on or before 11.59 p.m. on the day that is 21 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 10 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   (d)          the Offer, once made, lapses or is withdrawn.

The irrevocable undertaking given by Rights and Issues will cease to be binding if:

(a) the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

(b) a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 5% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   (c)          the Offer, once made, lapses or is withdrawn.

The irrevocable undertaking given by the DRS Employee Share Trust will cease to be binding if:

(a) the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

(b) a person other than AQA or any person acting in concert with AQA announces a firm intention to make an offer (in accordance with Rule 2.7 of the Code) to acquire the entire issued and to be issued share capital of DRS, other than that already owned by the person making such offer (the "Competing Offer"), on or before 11.59 p.m. on the day that is 7 days after AQA posts the Offer Document to DRS Shareholders, provided that (a) the value of the consideration under the Competing Offer is at least 10% more than the value of the consideration under the Offer and (b) AQA has not, within 5 business days of the date of announcement of the Competing Offer, announced an Offer where the value of the consideration under such Offer is equal to or greater than the value of the consideration under the Competing Offer; or

   (c)          the Offer, once made, lapses or is withdrawn.

DRS Directors' irrevocable undertakings

The following DRS Directors have given an irrevocable undertaking to accept, or procure the acceptance of, the Offer not later than 7 calendar days after AQA posts the Offer Document to DRS Shareholders:

 
 Name                   Number of DRS               Percentage of 
                         Shares in respect           DRS's issued share 
                         of which the irrevocable    capital 
                         undertaking is 
                         given 
 Gary Brighton          2,000,000                   6.12% 
 Arthur Mark Tebbutt    478,553                     1.46% 
 Total                  2,478,553                   7.58%

These irrevocable undertakings do not extend to any DRS Share Scheme Shares.

In relation to Arthur Mark Tebbutt, his irrevocable undertaking will cease to be binding if:

   (a)          the board of DRS subsequently withdraws its recommendation of the Offer;

(b) the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine); or

   (c)          the Offer, once made, lapses or is withdrawn.

In relation to Gary Brighton, his irrevocable undertaking will cease to be binding if

   (a)          the board of DRS subsequently withdraws its recommendation of the Offer;

(b) the Offer Document is not posted within 28 calendar days of the date of this announcement (or within such longer period as AQA and DRS, with the consent of the Panel, determine);

   (d)          the Offer, once made, lapses or is withdrawn.

APPIX 4

Definitions

For the purposes of this announcement the following expressions have the following meaning unless the context requires otherwise:

 
 "Accounting Date"           31 December 2015 
 "Agreements"                arrangements, agreements, 
                              commitments, licences, permits, 
                              franchises, partnerships, 
                              joint ventures, authorisations 
                              or other instruments 
 "AQA"                       AQA Education, a company incorporated 
                              in England and Wales with 
                              registered number 03644723 
 "AQA Board"                 the board of directors of 
                              AQA 
 "AQA Directors"             the directors of AQA 
 "AQA Group"                 AQA, its subsidiaries and 
                              subsidiary undertakings and 
                              where the context requires 
                              each of them 
 "Arden Partners"            Arden Partners plc 
 "Authorisations"            authorisations, orders, recognitions, 
                              grants, consents, licences, 
                              confirmations, clearances, 
                              permissions or approvals 
 "Business Day"              a day (other than Saturdays, 
                              Sundays and UK public holidays) 
                              on which banks are open for 
                              business in London 
 "Closing Price"             the middle market price of 
                              a DRS Share at the close of 
                              business on the day to which 
                              such price relates, as derived 
                              from the Daily Official List 
                              of the London Stock Exchange 
                              for that day or from Thomson 
                              One in the case of the average 
                              Closing Price for the relevant 
                              period 
 "CMA"                       the Competition and Markets 
                              Authority 
 "CMA Phase 2 Reference"     the CMA making a reference 
                              to its chair for the constitution 
                              of a group under Schedule 
                              4 to the Enterprise and Regulatory 
                              Reform Act 2013 
 "Code"                      the City Code on Takeovers 
                              and Mergers as from time to 
                              time interpreted by the Panel 
 "the Companies Act          the Companies Act 2006, as 
  2006"                       amended 
 "Conditions"                the conditions to the Offer, 
                              as set out in Appendix 1 to 
                              this announcement and to be 
                              set out in the Offer Document 
 "Disclosed"                 information which has been 
                              fairly disclosed: 
                              (a) in the data room established 
                              by or on behalf of DRS for 
                              the purposes of the Proposed 
                              Acquisition prior to the date 
                              of this announcement; 
                              (b) by or on behalf of DRS 
                              to AQA or its financial, accounting, 
                              tax or legal advisers during 
                              the due diligence process; 
                              (c) by DRS in its published 
                              annual report and accounts 
                              for the year ended 31 December 
                              2015; or 
                              (d) in any public announcement 
                              made by, or on behalf of, 
                              DRS to a Regulatory Information 
                              Service prior to the Business 
                              Day before the date of this 
                              announcement 
 "DRS"                       DRS Data & Research Services 
                              plc, a company incorporated 
                              in England and Wales with 
                              registered number 00959401 
 "DRS Board"                 the board of directors of 
                              DRS 
 "DRS Directors"             the directors of DRS 
 "DRS Employee Share         DRS Data & Research Services 
  Trust"                      plc Employee Share Trust (acting 
                              by its trustee Capita Trustees 
                              Limited) 
 "DRS Group"                 DRS, its subsidiaries and 
                              subsidiary undertakings 
 "DRS Share Scheme"          the DRS Share Incentive Plan 
                              adopted by DRS on 8 November 
                              2004 
 "DRS Share Scheme           the DRS Shares which are held, 
  Shares"                     or which may become held, 
                              for and on behalf of any participant 
                              under the DRS Share Scheme 
                              by the DRS Share Scheme trustee 
                              pursuant to any award granted 
                              under the DRS Share Scheme 
 "DRS Shareholders"          the holders of DRS Shares 
 "DRS Shares"                the existing unconditionally 
                              allotted or issued and fully 
                              paid ordinary shares of 5 
                              pence each in the capital 
                              of DRS (excluding treasury 
                              shares) and any further such 
                              shares which are unconditionally 
                              allotted or issued fully paid, 
                              or credited as fully paid, 
                              before the date on which the 
                              Offer closes (or before such 
                              earlier date as AQA may, subject 
                              to the Code, decide, not being 
                              earlier than (a) the date 
                              on which the Offer becomes, 
                              or is declared, unconditional 
                              as to acceptances or (b) if 
                              later, 18 August 2016)

 "FCA"                       the United Kingdom's Financial 
                              Conduct Authority 
 "Form of Acceptance"        the Form of Acceptance, Authority 
                              and Election for use by DRS 
                              Shareholders in connection 
                              with the Offer 
 "FSMA"                      the Financial Services and 
                              Markets Act 2000 (as amended) 
 "IFRS"                      international accounting standards 
                              and international financial 
                              reporting standards and interpretations 
                              thereof, approved or published 
                              by the International Accounting 
                              Standards Board and adopted 
                              by the European Union 
 "Intellectual Property"     all patents, trade marks, 
                              trade names, service marks, 
                              copyrights, designs, databases 
                              and any applications therefore, 
                              schematics, technology, know--how, 
                              computer software, programs 
                              or applications (in both source 
                              code and object code form), 
                              and tangible or intangible 
                              proprietary information or 
                              material 
 "KPMG"                      KPMG LLP, a limited liability 
                              partnership registered in 
                              England and Wales with registered 
                              number OC301540 and which 
                              has its registered office 
                              at 15 Canada Square, E14 5GL, 
                              United Kingdom 
 "Legal Proceeding"          any action, proceeding, suit, 
                              investigation, enquiry or 
                              reference 
 "Listing Rules"             the listing rules made by 
                              the FCA under Part VI of the 
                              FSMA 
 "London Stock Exchange"     London Stock Exchange plc 
 "Offer"                     the recommended offer to be 
                              made by AQA to acquire the 
                              entire issued and to be issued 
                              share capital of DRS on the 
                              terms and subject to the Conditions 
                              set out in this announcement 
                              and to be set out in the Offer 
                              Document and (in respect of 
                              DRS Shares held in certificated 
                              form) in the Form of Acceptance 
                              and, where the context admits, 
                              any subsequent revisions, 
                              variations, extension or renewal 
                              of such offer 
 "Offer Document"            the offer document to be despatched 
                              by or on behalf of AQA to 
                              DRS Shareholders setting out 
                              the terms and conditions of 
                              the Offer 
 "Offer Period"              the offer period (as defined 
                              by the Code) relating to DRS, 
                              which commenced on 19 July 
                              2016 
 "Offer Price"               for each DRS Share held, 20 
                              pence in cash 
 "Official List"             the Official List maintained 
                              by the FCA 
 "Opening Position           has the same meaning as in 
  Disclosure"                 Rule 8 of the Code 
 "Panel"                     the Panel on Takeovers and 
                              Mergers 
 "Proposed Acquisition"      the proposed acquisition of 
                              DRS by AQA pursuant to the 
                              terms of the Offer 
 "Regulatory Information     as defined in the Listing 
  Service"                    Rules 
 "Relevant Authority"        a central bank, any government 
                              or governmental, quasi--governmental, 
                              supra-national, statutory, 
                              administrative, investigative 
                              or regulatory body or association, 
                              institution, agency (including 
                              any trade agency) or authority 
                              (including any anti-trust 
                              or merger control authority) 
                              or court or other body (including 
                              any professional or environmental 
                              body) or person in any jurisdiction 
 "Restricted Jurisdiction"   any jurisdiction where extension 
                              or acceptance of the Offer 
                              would violate the law of that 
                              jurisdiction 
 "Rights and Issues"         Rights and Issues Investment 
                              Trust plc, a company incorporated 
                              in England and Wales with 
                              registered number 00736898 
 "Substantial Interest"      in relation to an undertaking, 
                              a direct or indirect interest 
                              of 20 per cent. or more of 
                              the total voting rights conferred 
                              by the equity share capital 
                              (as defined in section 548 
                              of the Companies Act 2006) 
                              of such undertaking 
 "Third Party"               person, firm, company or body 
 "treasury shares"           treasury shares (as defined 
                              in section 974(6) of the Companies 
                              Act 2006) of DRS 
 "UK Listing Authority"      the FCA in its capacity as 
                              UK Listing Authority 
 "United Kingdom"            the United Kingdom of Great 
  or "UK"                     Britain and Northern Ireland 
 "United States"             the United States of America, 
  or "US"                     its territories and possessions, 
                              any state of the United States 
                              and the District of Columbia 
                              and all other areas subject 
                              to its jurisdiction 
 "Wider AQA Group"           AQA and its subsidiaries, 
                              subsidiary undertakings, associated 
                              undertakings and any other 
                              undertakings in which AQA 
                              and/or such subsidiaries or 
                              undertakings (aggregating 
                              their interests) have a Substantial 
                              Interest 
 "Wider DRS Group"           DRS and its subsidiaries, 
                              subsidiary undertakings, associated 
                              undertakings and any other 
                              undertakings in which DRS 
                              and/or such subsidiaries or 
                              undertakings (aggregating 
                              their interests) have a Substantial 
                              Interest

For the purposes of this announcement:

(a) the expressions "subsidiary", "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act 2006;

(b) all references to "pounds", "pounds sterling", "Sterling", "GBP", "pence", "penny" and "p" are to the lawful currency of the United Kingdom;

   (c)          all times referred to in this announcement are London times unless otherwise stated;

(d) references to the masculine, feminine or neuter gender respectively include the other genders and references to the singular include the plural and vice versa;

(e) references to Appendices are to Appendices to this announcement, and references to paragraphs are to paragraphs in the Appendix in which such references appear; and

(f) any phrase introduced by the term "include", "including", "in particular" or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFBVLBLQDFLBBQ

(END) Dow Jones Newswires

July 28, 2016 02:03 ET (06:03 GMT)

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