Amended Irrevocable Announcement (8248U)

TIDMWSI

RNS Number : 8248U

Wasp Management Software Limited

30 December 2011

Recommended Cash Offer

By

Wasp Management Software Limited ("NewCo")

(a company formed on behalf of Lloyds TSB Development Capital Limited and the members of the Management Team)

to acquire the entire issued and to be issued ordinary share capital of

WorkPlace Systems International plc ("WorkPlace")

(other than those shares contracted to be acquired by NewCo under the terms of the Share Exchange Deed (the "Management Roll-over Shares"))

OFFER UPDATE - AMENDMENT TO IRREVOCABLE UNDERTAKINGS

Following the announcement made on Friday 9 December 2011 pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") in relation to the recommended cash offer (the "Offer") to be made by NewCo for the entire issued and to be issued share capital of WorkPlace save for the Management Shares (the "Offer Shares") (the "Announcement"), NewCo announced on 23 December 2011 that it has received additional irrevocable undertakings from:

   a)         Mr Michael Bedford: 

i) to accept the Offer at such time that the Offer is declared unconditional as to acceptances, or by such final closing date as may be announced by NewCo, in respect of, in aggregate, 3,183,404 Offer Shares, representing approximately 2.0 per cent. of the Offer Shares;

ii) to vote in favour of the Resolution in respect of, in aggregate, 3,183,404 Eligible Voting Shares, representing approximately 2.2 per cent. of the Eligible Voting Shares; and

   b)        Merchant Investors: 

i) to accept the Offer at such time that the Offer is declared unconditional as to acceptances, or by such final closing date as may be announced by NewCo, in respect of, in aggregate, 2,875,000 Offer Shares, representing approximately 1.8 per cent. of the Offer Shares; and

ii) to vote in favour of the Resolution in respect of, in aggregate, 2,875,000 Eligible Voting Shares, representing approximately 2.0 per cent. of the Eligible Voting Shares.

To reflect the discretion to accept the Offer relating to the Offer Shares over which these irrevocable undertakings have been received, the irrevocable undertakings outlined above have been disregarded and the Company announces that it has received replacement irrevocable undertakings on the same terms and in respect of the same aggregate number of Offer Shares as follows:

   a)         Mr Michael Bedford: 

i) to accept the Offer at such time that the Offer is declared unconditional as to acceptances, or by such final closing date as may be announced by NewCo, in respect of, in aggregate, 3,033,404 Offer Shares, representing approximately 1.9 per cent. of the Offer Shares;

ii) to vote in favour of the Resolution in respect of, in aggregate, 3,033,404 Eligible Voting Shares, representing approximately 2.1 per cent. of the Eligible Voting Shares; and

   b)        Hargreave Hale Limited: 

i) to accept the Offer at such time that the Offer is declared unconditional as to acceptances, or by such final closing date as may be announced by NewCo, in respect of, in aggregate, 3,025,000 Offer Shares, representing approximately 1.9 per cent. of the Offer Shares; and

ii) to vote in favour of the Resolution in respect of, in aggregate, 3,025,000 Eligible Voting Shares, representing approximately 2.1 per cent. of the Eligible Voting Shares.

Therefore following the Announcement, NewCo continues to have received additional irrevocable undertakings to accept the Offer in respect of, in aggregate, 6,058,404 Offer Shares, representing approximately 3.8 per cent. of the Offer Shares and to vote in favour of the Resolution in respect of, in aggregate, 6,058,404 Eligible Voting Shares, representing approximately 4.2 per cent. of the Eligible Voting Shares.

When including the irrevocable undertakings and letters of intent signed prior to the Announcement, NewCo now has irrevocable undertakings and letters of intent to accept the Offer in respect of, in aggregate, 133,566,665 Offer Shares, representing approximately 83.8 per cent. of the Offer Shares and to vote in favour of the Resolution in respect of, in aggregate, 121,672,751 Eligible Voting Shares, representing approximately 83.9 per cent. of the Eligible Voting Shares. An announcement that the Ordinary Resolution was passed by the Independent Workplace Shareholders at the General Meeting was released on 28 December 2011.

The irrevocable undertakings given by Mr Bedford and Hargreave Hale Limited will lapse if a firm intention to make an offer to acquire all of the issued and to be issued Workplace Shares which comprises a cash offer in the same or greater proportion per share as set out in the Offer and the value of such offer at the date of its announcement exceeds by more than 10 per cent. the value of the Offer.

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

Enquiries

For further information, please contact:

 
                                             020 77 583 
 NewCo                                              680 
 Daniel Sasaki 
 Kunal Dasgupta 
 Barney Quinn 
 Paul Wright 
 
                                             020 72 278 
 Torch Partners Corporate Finance Limited           830 
 (financial adviser to LDC & NewCo) 
 Rupert Robson 
 Seth Schelin 
 Thomas Roberts 
 Amaya Gonzalez Lantero 
 
                                             020 75 985 
 Fairfax I.S. Plc                                   368 
 (financial adviser to NewCo & Management 
  Team) 
 Simon Bennett 
 Stuart Gledhill 
 Katy Birkin 
 
                                             020 76 299 
 Morgan Rossiter                                    101 
 (public relations adviser to NewCo) 
 Richard Evans 
 
                                             019 08 251 
 WorkPlace Systems International Plc                300 
 Ian Lenagan, Chairman 
 John Herring, Non-executive Director 
 
                                             020 70 634 
 Mazars Corporate Finance Limited                   000 
 (financial adviser to the Independent 
  Directors) 
 Stephen Skeels 
 Andrew Millington 
 Simon Fitzsimmons 
 
                                             020 31 786 
 Biddicks                                           378 
 (public relations adviser to WorkPlace 
  Systems) 
 Zoe Biddick 
 Sophie McNulty 
 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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