TIDMASW
RNS Number : 0411H
Advanced Computer Software Grp PLC
10 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
10 March 2015
RECOMMENDED CASH ACQUISITION
by
Air Bidco Limited
(an investment vehicle indirectly owned by the Vista Funds)
of
Advanced Computer Software Group plc
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Acquisition of share in Advanced Computer Software Group plc
The boards of Air Bidco Limited ("Bidco") and Advanced Computer
Software Group plc ("ACS") announce that in connection with the
recommended acquisition of ACS by Bidco (the "Acquisition"), by way
of scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), Bidco has today acquired one ACS Share at a price
of 139.75 pence, which is the closing middle market price of the
ACS Shares on 9 March 2015.
In the scheme document published and posted to ACS Shareholders
on 30 January 2015 (the "Scheme Document"), it was explained that
Bidco would need to acquire at least one ACS Share prior to the
Scheme Record Time to ensure Bidco was a member of ACS on the
Effective Date. Accordingly, there will be no requirement under
section 593 of the Companies Act 2006 for an independent valuation
of the new ACS Shares to be allotted and issued to Bidco under the
Scheme. The Panel has confirmed on an ex parte basis that this
dealing has no Code consequences.
Note that capitalised terms used in this announcement but not
defined have the same meaning as in the Scheme Document.
A copy of this announcement will be available, subject to
certain restrictions in relation to persons in certain overseas
jurisdictions, on ACS' website at www.advancedcomputersoftware.com
and Bidco's website at www.vistaequitypartners.com.
Enquiries:
Bidco and Vista Tel: +1 512 730 2400
Brian Sheth
Monti Saroya
Goldman Sachs International (financial adviser to Bidco and Tel: +44 (0)20 7774 1000
Vista)
Gregg Lemkau
Nick Harper
Nicholas van den Arend
Morgan Stanley (financial adviser to Vista) Tel: +44 (0)20 7425
8000
Ira Cohen
Laurence Hopkins
Michael Bird
Brunswick Group LLP (public relations adviser to Bidco and Tel: +44 (0)20 7404 5959
Vista)
Jonathan Glass
Chris Blundell
Advanced Computer Software Group plc Tel: +44 (0)1932 584
000
Vin Murria, Chief Executive Officer
Guy Millward, Chief Financial Officer
Rothschild (financial adviser and Rule 3 adviser to ACS) Tel: +44 (0)20 7280 5000
Warner Mandel
Anton Black
N+1 Singer Advisory LLP (nominated adviser to ACS & joint Tel: +44 (0)20 7496 3000
broker)
Shaun Dobson
Arden Partners Plc (joint broker) Tel: +44 (0)121 423 8900
Steve Douglas
Instinctif Partners (public relations adviser to ACS) Tel: +44
(0)20 7457 2020
Adrian Duffield
Kay Larsen
Rothschild, which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for ACS and no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than ACS for providing the protections afforded to
clients of Rothschild, or for providing advice in connection with
the Acquisition or any other matter referred to in this
announcement.
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom, is acting exclusively for Bidco and Vista and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Bidco
and Vista for providing the protections afforded to clients of
Goldman Sachs International, or for providing advice in connection
with the matters referred to in this announcement.
Morgan Stanley & Co. LLC is acting as financial adviser to
Vista and no one else in connection with the matters referred to in
this announcement. In connection with these matters, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than Vista for
providing the protections afforded to the clients of Morgan Stanley
nor for providing advice in relation to the matters referred to in
this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or invitation to purchase any securities or the solicitation
of any vote for approval in any jurisdiction, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in any jurisdiction in contravention of applicable
law. The Acquisition will be made solely through the Scheme
Document and the accompanying Forms of Proxy, which will together
contain the full terms and conditions of the Acquisition, including
details of how to accept the Acquisition. Any response in relation
to the Acquisition should be made only on the basis of the
information contained in the Scheme Document or any document by
which the Acquisition is made.
This announcement has been prepared for the purpose of complying
with the laws of England and Wales 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 jurisdictions outside the United Kingdom. The release,
publication or distribution of this announcement in certain
jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Acquisition relates to shares of a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the US Securities Exchange Act of 1934.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of the US proxy
solicitation and tender offer rules. However, if Bidco were to
elect to implement the Acquisition by means of a takeover offer,
such takeover offer will be made in compliance with all applicable
laws and regulations, including the US tender offer rules, to the
extent applicable.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to ACS Shareholders who are
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are resident. Persons who
are not resident in the United Kingdom should inform themselves of,
and observe, any applicable requirements.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 1 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,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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 of the Code.
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 of
the Code).
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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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