RNS Number:8207P
Computerland UK PLC
11 March 2008
This announcement is not for release, publication or distribution in whole or in
part, directly or indirectly, in, into or from the United States, Canada, Japan
or any other Prohibited Jurisdiction if to do so would constitute a violation of
the relevant laws of such other Prohibited Jurisdiction.
11 March 2008
Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK
plc ("ComputerLand")
Summary
* Capita has reached agreement with the ComputerLand Board on the terms
of a recommended cash offer to acquire the issued and to be issued share capital
of ComputerLand at a price of 270 pence per ComputerLand Share, valuing the
fully diluted ordinary share capital of ComputerLand at approximately �28.9
million.
* Capita has received irrevocable undertakings to accept or procure the
acceptance of the Offer in respect of 4,488,773 ComputerLand Shares representing
43.9 per cent. of the issued share capital of ComputerLand.
* ComputerLand provides services designed to improve business
productivity, increase the quality of IT and reduce IT costs to corporate
clients. The acquisition of ComputerLand will add substantially to the breadth
and depth of Capita's existing capability, particularly the bringing together of
both companies' managed IT services. In addition, the increased scale will
enable Capita to offer enhanced propositions to existing and new clients.
* ComputerLand's managed IT services business has a growing, high-quality
customer base and a significant proportion of ComputerLand's product sales are
derived from managed services customers which include O2, British Sugar,
Experian and Heinz. In the year ended 30 April 2007, ComputerLand generated
total revenues of �67 million including contracted revenues of �18.6 million.
Commenting on the Offer, Paul Pindar, Chief Executive of Capita, said:
"ComputerLand's existing customer base and range of services complements our
existing IT services business and the acquisition will give us greater breadth
and depth of expertise with which to assist existing clients and provide genuine
'value added' services to new ones. We see particularly exciting growth
prospects for the managed services side of the business, where Capita's
established strength in the UK outsourcing market will add further credibility
and scale to ComputerLand, allowing it to consider a wider range of potential
customers and projects. We have been a client of ComputerLand since 2001 and
look forward to its inclusion within the Capita Group."
Commenting on the Offer, Graham Gilbert, Chairman and Chief Executive of
ComputerLand, said:
"The ComputerLand Board believes that the offer from Capita of 270 pence in cash
per ComputerLand share provides both an attractive premium and certainty of
value today for ComputerLand shareholders. We believe that the Capita Group has
the financial resources and expertise to invest actively in the future
development of the ComputerLand business, thus enhancing ComputerLand's position
and that ComputerLand will benefit significantly from being part of the Capita
Group."
* The price of 270 pence for each ComputerLand Share represents a premium
of approximately:
o 31 per cent. to the Closing Price of 206.0 pence per ComputerLand
Share on 10 March 2008, being the last Business Day prior to this announcement;
o 40 per cent. to the average Closing Price of approximately 193.2
pence per ComputerLand Share for one month prior to 10 March 2008, being the
last Business Day prior to this announcement;
o 40 per cent. to the average Closing Price of approximately 192.7
pence per ComputerLand Share for three months prior to 10 March 2008, being the
last Business Day prior to this announcement; and
o 27 per cent. to the average Closing Price of approximately 212.1
pence per ComputerLand Share for the 12 months prior to 10 March 2008, being the
last Business Day prior to this announcement.
* The ComputerLand Board, which has been so advised by Charles Stanley &
Co. Limited ("Charles Stanley"), unanimously considers the terms of the Offer to
be fair and reasonable to ComputerLand Shareholders as a whole. In providing
advice to the ComputerLand Board, Charles Stanley has taken into account the
commercial assessments of the ComputerLand Directors. Accordingly, the
ComputerLand Directors unanimously recommend that ComputerLand Shareholders
accept the Offer, as all the ComputerLand Directors have irrevocably undertaken
to do or procure, in respect of their own and their spouses' and related trusts'
beneficial holdings of ComputerLand Shares (unless Capita otherwise acquires
such ComputerLand Shares), which amount in aggregate to 3,810,000 ComputerLand
Shares, representing, approximately 37.3 per cent. of the existing issued share
capital of ComputerLand.
Further information on the terms and conditions to which the Offer will be
subject are contained in Appendix 1 to this announcement and will be contained
in the Offer Document, which Capita expects to post to ComputerLand Shareholders
no later than 5:00 p.m. today.
Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively as sole financial adviser to Capita and no one else in connection
with the Offer and will not be responsible to anyone other than Capita for
providing the protections afforded to clients of Landsbanki nor for providing
advice in relation to the Offer or any other matters referred to in this
announcement.
Charles Stanley, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as sole financial adviser to
ComputerLand and no one else in connection with the Offer and will not be
responsible to anyone other than ComputerLand for providing the protections
afforded to clients of Charles Stanley nor for providing advice in relation to
the Offer or any other matters referred to in this announcement.
This summary should be read in conjunction with the full text of the attached
announcement. Appendix 1 to this announcement contains the conditions of and
certain further information about the Offer. Appendix 2 to this announcement
contains source notes relating to certain information presented in this
announcement. Certain terms used in this announcement are defined in Appendix 3
to this announcement.
Terms used in this summary shall have the meaning given to them in the full
announcement.
For further information:
Capita Tel: +44 (0)20 7799 1525
Paul Pindar, Chief Executive
Shona Nichols, Corporate Communications Director
Caroline Mooney, Capita Press Office Tel: +44 (0)20 7654 2152 or
+44 (0)870 2400 488 out of hours
Landsbanki (financial adviser to Capita) Tel: +44 (0)20 7426 9000
Rashmi Sinha, Director
Emma Lowe, Associate Director
ComputerLand Tel: +44 (0)115 931 8000
Graham Gilbert, Chairman & Chief Executive
Mike Kent, Finance Director
Charles Stanley (financial adviser to ComputerLand) Tel: +44 (0)20 7149 6000
Mark Taylor, Managing Director
Richard Thompson, Head of Corporate Finance
It is intended that the Offer Document and the Form of Acceptance will be posted
to ComputerLand Shareholders (other than those in any Prohibited Jurisdiction)
no later than 5:00 p.m. today. The Offer Document and the Form of Acceptance
will in any event be posted within twenty eight days of this announcement,
unless otherwise agreed with the Panel.
This announcement does not constitute, or form any part of, any offer or an
invitation to purchase or sell or, any solicitation of any offer to purchase,
sell or subscribe for any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information contained or referred
to in the Offer Document and the Form of Acceptance. The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom. The Offer Document will be available for public
inspection and will also be posted on Capita's website.
The ComputerLand Directors accept responsibility for the information contained
in this announcement relating to ComputerLand, the ComputerLand Group, the
ComputerLand Directors and the members of their immediate families, related
trusts and persons connected with them (save, in each case, for information on
Capita's future plans for ComputerLand, the ComputerLand Group and its
management and employees). The Capita Directors accept responsibility for all
other information contained in this announcement. To the best of the knowledge
and belief of the ComputerLand Directors and the Capita Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they each accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
This announcement has been prepared for the purpose of complying with English
law and the City 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 UK.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Japan or any Prohibited Jurisdiction. Persons
who are not resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements.
Unless otherwise determined by Capita and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly or
indirectly, in or into or from, or by the use of the mails of, or by any other
means (including, without limitation, electronic mail, facsimile transmission,
telex, telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national securities
exchange of any jurisdiction where to do so would violate the laws of that
jurisdiction and will not be capable of acceptance in, or by any such use, means
or facility or from within, any such jurisdiction. Accordingly, unless otherwise
determined by Capita, copies of this announcement are not being, and must not
be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any such jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into or from such
jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related document to
any jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to Overseas ComputerLand Shareholders will be
contained in the Offer Document.
In accordance with normal UK market practice, Capita or any person acting on its
behalf may from time to time make certain market or private purchases of, or
make arrangements to purchase, directly or indirectly, ComputerLand Shares other
than pursuant to the Offer. Any information about such purchases will be
publicly announced as required by law or regulation in the UK.
Forward-looking statements
This announcement includes certain statements about ComputerLand or Capita (and
their respective groups and/or subsidiary undertakings) that are or may be
forward-looking statements. All statements other than statements of historical
facts included in this announcement may be forward-looking statements. These
statements are based on the current expectations of the management of
ComputerLand or Capita (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects on
ComputerLand or Capita, following the Offer becoming or being declared
unconditional in all respects, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intend", "expect", "anticipate", "target", "estimate", "goal", "believe
", "will", "may", "should", "would", "could", "plan" or words of similar meaning
or import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
or may occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed in, or
implied by, such forward-looking statements. These factors include, but are not
limited to, the satisfaction of the conditions to the Offer, and the Capita
Group's ability to successfully integrate the operations and employees of
ComputerLand, as well as additional factors, such as changes in economic
conditions, changes in the level of capital investment, success of business and
operating initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Investors should not place undue reliance on
such forward-looking statements and neither ComputerLand nor Capita undertakes
any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
Dealings disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of ComputerLand, all "dealings" in any "relevant securities
" of ComputerLand (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of ComputerLand, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of ComputerLand by Capita or ComputerLand, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should contact the Panel.
If you are in any doubt as to what action you should take, or the contents of
this announcement, you should immediately seek your own personal financial
advice from your stockbroker, bank manager, solicitor, accountant, fund manager
or other independent financial adviser who, if you are taking advice in the
United Kingdom, is authorised under the Financial Services and Markets Act 2000
and specialises in advising on the acquisition of shares and other securities,
or, if you are taking advice outside the United Kingdom, is an appropriately
authorised independent financial adviser with such a specialism.
This announcement is not for release, publication or distribution in whole or in
part, directly or indirectly, in, into or from the United States, Canada, Japan
or any other Prohibited Jurisdiction if to do so would constitute a violation of
the relevant laws of such other Prohibited Jurisdiction.
11 March 2008
Recommended cash offer by The Capita Group PLC ("Capita") for ComputerLand UK
plc ("ComputerLand")
1. Introduction
The boards of Capita and ComputerLand are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by Capita
for the entire issued and to be issued share capital of ComputerLand.
2. The Offer
The Offer will be for the entire issued and to be issued share capital of
ComputerLand and will be subject to the conditions and further terms contained
in Appendix 1 to this announcement and to the conditions and further terms to be
set out in the Offer Document and, in respect of ComputerLand Shares in
certificated form, in the Form of Acceptance. The Offer will be made on the
following basis:
For each ComputerLand Share 270 pence in cash
The terms of the Offer value the current issued and to be issued share capital
of ComputerLand at approximately �28.9 million which represents a premium of
approximately:
(i) 31 per cent. to the Closing Price of 206.0 pence per
ComputerLand Share on 10 March 2008, being the last Business Day prior to this
announcement;
(ii) 40 per cent. to the average Closing Price of approximately
193.2 pence per ComputerLand Share for one month prior to 10 March 2008, being
the last Business Day prior to this announcement;
(iii) 40 per cent. to the average Closing Price of approximately
192.7 pence per ComputerLand Share for three months prior to 10 March 2008,
being the last Business Day prior to this announcement; and
(iv) 27 per cent. to the average Closing Price of approximately 212.1
pence per ComputerLand Share for the 12 months prior to 10 March 2008, being the
last Business Day prior to this announcement.
The ComputerLand Shares will be acquired pursuant to the Offer by Capita fully
paid and free from liens, equities, mortgages, charges, encumbrances, rights of
pre-emption and other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including all
voting rights and the right to receive and retain all dividends and other
distributions announced, declared, made or paid on or after the date of this
announcement together with all interest accrued thereon.
3. Background to and reasons for recommending the Offer
ComputerLand focuses on providing organisations with essential IT services
designed to improve business productivity, to increase the quality of IT
services and to reduce IT costs.
ComputerLand's products and services enable customers to improve the
acquisition, implementation, management and support of their IT infrastructure.
ComputerLand employs over 400 full time employees and has a strong customer
base, including O2, British Sugar, Experian and Heinz.
ComputerLand joined AIM on 19 September 1997 with a market capitalisation of �6
million, at an issue price of 100 pence per ComputerLand Share. The ComputerLand
Group's turnover has grown steadily over the last eleven years from �8.4 million
in the year ended 30 April 1996 to �67.0 million in the year ended 30 April
2007. Profit before tax (stated before share-based payments and goodwill
amortisation) has risen from �0.15 million to �2.8 million in the same period.
The year to 30 April 2007 saw ComputerLand's best ever results with sales,
profit before tax and earnings per share (both stated before share based
payments and goodwill amortisation) all reaching record levels. The interim
results for the period to 31 October 2007 showed that managed services, project
services and product supply businesses all performed strongly during the first
six months of the financial year to 31 October 2007. Revenues of the
ComputerLand Group during the six-month period ended 31 October 2007 increased
by 10 per cent. to �33.9 million with services revenues growing by 13 per cent.
to �11.4 million.
The ComputerLand Board believes that the Offer from Capita of 270 pence in cash
per ComputerLand Share provides both an attractive premium and certainty of
value today for ComputerLand Shareholders, particularly given the current
uncertainty in general economic conditions.
Furthermore, the ComputerLand Board also believes that ComputerLand will benefit
significantly from being part of the Enlarged Capita Group. The Capita Group
has the financial resources and expertise to invest actively in the future
development of the ComputerLand business, thus enhancing ComputerLand's
competitive position.
ComputerLand provides managed IT services and IT product reseller services,
which Capita believes will fit well alongside Capita's IT services businesses.
Capita has had a trading relationship with ComputerLand since 2001. In the year
to 31 December 2007, Capita's turnover with ComputerLand was approximately �11
million.
Capita has received irrevocable undertakings to accept the Offer from
ComputerLand Shareholders holding 43.9 per cent. of the existing issued share
capital of ComputerLand including Graham Gilbert who has a beneficial interest
of 37.2 per cent. of the existing issued share capital of ComputerLand. In the
event of the Offer becoming unconditional in all respects and the ComputerLand
Shares being de-listed, ComputerLand Shareholders who do not accept the Offer
may find that they own shares in an unlisted company controlled by Capita.
As a result, the ComputerLand Board, who has been so advised by Charles Stanley,
unanimously recommends that ComputerLand Shareholders accept the Offer.
4. Unanimous recommendation
The ComputerLand Board, which has been so advised by Charles Stanley,
unanimously considers the terms of the Offer to be fair and reasonable to
ComputerLand Shareholders as a whole. In providing advice to the ComputerLand
Board, Charles Stanley has taken into account the commercial assessments of the
ComputerLand Directors.
Accordingly, the ComputerLand Directors unanimously recommend ComputerLand
Shareholders to accept the Offer, as all the ComputerLand Directors have
irrevocably undertaken to do or procure, in respect of their own and their
spouses' and related trusts' beneficial holdings of ComputerLand Shares (unless
Capita otherwise acquires such ComputerLand Shares), which amount in aggregate
to 3,810,000 ComputerLand Shares, representing, approximately 37.3 per cent. of
the existing issued share capital of ComputerLand.
5. Background to and reasons for the Offer
ComputerLand provides managed IT services and IT product reseller services,
which Capita believes will fit well alongside Capita's existing IT services
business. Capita has had a trading relationship with ComputerLand since 2001.
In the year to 31 December 2007, Capita's turnover with ComputerLand was
approximately �11 million.
It is anticipated that ComputerLand will operate as a separate business unit,
drawing upon and sharing Capita's support and sales opportunities. The Capita
Board believes that the acquisition of ComputerLand has the following
attractions:
(a) ComputerLand's managed IT services business has a growing, high-quality
customer base and a significant proportion of ComputerLand's product sales are
derived from managed services customers which include O2, British Sugar,
Experian and Heinz. In the year ended 30 April 2007, ComputerLand generated
total revenues of �67 million including contracted revenues of �18.6 million.
(b) Capita's established leading position in the UK Business Process
Outsourcing market will add further credibility and scale to ComputerLand's
managed services business, allowing the business to bid for a greater range of
substantial opportunities than is currently possible; and
(c) Capita can retain additional margin within the Enlarged Capita Group, by
directing all of its IT product expenditure through ComputerLand. In this
regard, Capita spent approximately �11 million on IT product with alternative
suppliers in the year to 31 December 2007.
6. Irrevocable undertakings to accept the Offer
As at the date of this document, Capita has received irrevocable undertakings to
accept the Offer in respect of a total of 4,488,773 ComputerLand Shares,
representing 43.9 per cent of the existing issued share capital of ComputerLand
(including in respect of 37.3 per cent. of the existing issued share capital of
ComputerLand in which the ComputerLand Directors have a beneficial interest).
The irrevocable undertakings received by Capita are as follows:
(a) provided that this announcement is made and the Offer Document is posted
to ComputerLand Shareholders on or before 11:59 p.m. on the date of this
announcement, ComputerLand Directors have given irrevocable undertakings to
accept the Offer (unless Capita has already acquired the ComputerLand Shares the
subject of the irrevocable undertakings) in respect of 3,810,000 ComputerLand
Shares in which they are interested, representing approximately 37.3 per cent.
of the existing issued share capital of ComputerLand. These irrevocable
undertakings will remain binding in the event of a Competing Offer for
ComputerLand. The number of ComputerLand Shares to which each undertaking
relates is stated below, together with the proportion of the existing issued
share capital of ComputerLand which those ComputerLand Shares represent:
ComputerLand Directors Number of ComputerLand Shares Percentage of existing issued
share capital
Graham Gilbert* 3,800,000 37.2
Julie Baddeley 10,000 0.1
*1,000,000 of the ComputerLand Shares of which Graham Gilbert is interested are
held in the name of his spouse, Deborah Gilbert
(b) Turcan Connell Solicitors have irrevocably undertaken to accept the
Offer in respect of 335,823 ComputerLand Shares over which it has discretionary
control, representing approximately 3.3 per cent. of the existing issued share
capital of ComputerLand. This undertaking will cease to be binding if a
competing offer is made for ComputerLand which represents a value of not less
than 115 per cent. of the value per ComputerLand Share under the Offer; and
(c) Northern Venture Trust PLC has irrevocably undertaken to accept the
Offer in respect of 342,950 ComputerLand Shares over which it has discretionary
control, representing approximately 3.4 per cent. of the existing issued share
capital of ComputerLand. This undertaking will cease to be binding if a
competing offer is made for ComputerLand which represents a value of not less
than 115 per cent. of the value per ComputerLand Share under the Offer.
7. Information on the ComputerLand Group
ComputerLand is a provider of IT services and IT product reseller services to
medium and large sized UK companies.
ComputerLand employs over 400 full time employees and has a strong customer
base, including O2, British Sugar, Experian and Heinz. ComputerLand is a public
limited company registered in England and Wales and is listed on AIM under the
symbol CPU (ISIN Number GB0001500353).
For the six months ended 31 October 2007, ComputerLand reported, for its
continuing businesses, revenues of �33.9 million. For the year ended 30 April
2007, ComputerLand reported revenues of �67.0 million (2006: �59.3 million) and
profit before tax (stated before share-based payments and goodwill amortisation)
of �2.8 million (2006: �2.2 million). ComputerLand's net assets and cash at bank
as shown in its interim statement to 31 October 2007 were �4.7 million and �8.7
million respectively.
8. Information on and current trading and prospects for, the Capita Group
Capita is a leading provider of integrated professional support service
solutions. The Capita Group's service capabilities encompass customer services,
insurance services, human resource services, software services, systems and
strategic support and property services delivered to both public sector and
private organisations. Capita, a FTSE 100 company, is quoted on the London Stock
Exchange, with a current market capitalisation as at 10 March 2008 (the latest
practicable date prior to this announcement) of approximately �4,168 million.
For the year to 31 December 2007, Capita reported revenues of �2,073 million
(2006: �1,739 million), and profit before tax (stated before goodwill
amortisation) of �238 million (2006: �200 million). Capita's net assets at 31
December 2007 were �332 million.
Capita performed strongly in 2007 with a number of new major contracts won in
the year, and has a strong pipeline for 2008 and beyond. The Capita Board
believes there is strong demand for outsourcing and the businesses across the
Capita Group are experiencing good trading conditions.
Capita's successes in 2007 and progress in the first weeks of 2008 underpin its
continued growth in 2008. With healthy sales prospects, Capita is positioned
well for further strong performance thereafter.
9. Financing of the Offer
Full acceptance by all the ComputerLand Shareholders of the Offer would require
a cash payment by Capita of approximately �28.9 million. The cash consideration
payable under the Offer will be funded from an existing facility and the
existing cash resources of Capita.
Landsbanki is satisfied that the necessary cash resources are available to
Capita through its existing bank facilities to enable Capita to satisfy the
consideration payable as a result of full acceptance of the Offer.
10. ComputerLand management, employees and locations
Capita has given assurances to the ComputerLand Board that, upon the Offer
becoming or being declared unconditional in all respects, the existing
contractual employment rights of all employees of the ComputerLand Group,
including pension obligations, will be safeguarded.
Capita has also confirmed that ComputerLand's head office will continue to be
located in Nottingham.
Immediately following the Offer being declared unconditional in all respects,
Capita intends to appoint new directors to the ComputerLand Board and the
existing non-executive ComputerLand Directors, namely Giles Vardey and Julie
Baddeley, will resign from the ComputerLand Board from that time.
11. Inducement Fee
On 10 March 2008, ComputerLand entered into an agreement with Capita (with the
consent of the Panel) pursuant to which, provided that Capita had made this
announcement, posted the Offer Document to the ComputerLand Shareholders and
acquired not less than 30 per cent. of the ComputerLand Shares on or before 11:
59 p.m. on the date of this announcement, ComputerLand has agreed, inter alia,
to pay Capita a fee equal to 1 per cent. of the value of the Offer (inclusive of
non-recoverable value added tax) if, following this announcement:
(a) (i) any director of ComputerLand:
(A) withdraws or qualifies that recommendation; or
(B) modifies it in a manner which is adverse to Capita or which reduces
the likelihood of the Offer becoming wholly unconditional; and
(ii) subsequently the Offer lapses or is withdrawn in accordance with its terms
in relation to the non-fulfilment of the condition requiring a minimum of 90 per
cent. acceptances of the Offer, whether or not the Offer also lapses or is
withdrawn in relation to the non-fulfilment of any other condition; or
(b) during the period before the Offer becomes or is declared wholly
unconditional or lapses or is withdrawn, either:
(i) a public announcement is made in respect of an actual or contemplated
Competing Offer and the Offer subsequently lapses or is withdrawn in accordance
with its terms in relation to the non-fulfilment of the condition requiring a
minimum of 90 per cent. acceptances of the Offer, whether or not the Offer also
lapses or is withdrawn in relation to the non-fulfilment of any other condition;
or
(ii) any other Substantial Transaction is publicly announced and the Offer
subsequently lapses or is withdrawn in accordance with its terms in relation to
the non-fulfilment of the condition requiring a minimum of 90 per cent.
acceptances of the Offer, whether or not the Offer also lapses or is withdrawn
in relation to the non-fulfilment of any other condition.
12. ComputerLand Share Schemes
The Offer extends to any ComputerLand Shares which are unconditionally allotted
or issued fully paid (or credited as fully paid) before the date on which the
Offer ceases to be open for acceptance (or such earlier date as Capita, subject
to the City Code, may decide) as a result of the exercise of options or the
vesting of awards granted under the ComputerLand Share Schemes.
If the Offer becomes or is declared unconditional in all respects, appropriate
proposals will be made by Capita to participants holding outstanding options or
awards pursuant to the ComputerLand Share Schemes in due course.
13. Disclosure of interests in ComputerLand relevant securities
As at the date of this announcement, neither Capita, nor any of the Capita
Directors, nor, so far as Capita or the Capita Directors are aware, any person
acting in concert with Capita for the purposes of the Offer, owns or controls
any ComputerLand Shares or any securities convertible or exchangeable into
ComputerLand Shares or any rights to subscribe for or purchase the same, or
holds any options (including traded options) in respect of, or has any option to
acquire, any ComputerLand Shares or has entered into any derivatives referenced
to ComputerLand Shares ("Relevant ComputerLand Securities") which remain
outstanding or has a short position (including a short position under a
derivative, an agreement to sell or a delivery obligation or right to require
another person to take delivery), nor does any such person have any arrangement
in relation to Relevant ComputerLand Securities. For these purposes,
"arrangement" includes any indemnity or option arrangement, any agreement or
understanding, formal or informal, of whatever nature, relating to Relevant
ComputerLand Securities which may be an inducement to deal or refrain from
dealing in such shares and any borrowing or lending of Relevant ComputerLand
Securities that have been on-lent or sold.
14. Compulsory acquisition, de-listing, cancellation of trading and
re-registration
Following the Offer becoming or being declared unconditional in all respects,
Capita intends as soon as practicable and in accordance with the AIM Rules to
procure the making of an application by ComputerLand to the London Stock
Exchange for the cancellation of admission to trading of ComputerLand Shares on
AIM and also intends that ComputerLand be re-registered as a private company
under the relevant provisions of the Companies Act. If this cancellation
occurs, it will significantly reduce the liquidity and marketability of any
ComputerLand Shares not assented to the Offer, and their value may be affected
in consequence. It is anticipated that the cancellation of admission to trading
on AIM will take effect no earlier than 20 Business Days after the date on which
the Offer becomes or is declared unconditional in all respects. Capita intends
to exercise its rights pursuant to the provisions of sections 979 to 982
inclusive of the Companies Act to acquire compulsorily, on the same terms as the
Offer, any outstanding ComputerLand Shares in respect of which the Offer has not
been accepted.
15. Further details of the Offer
There are no agreements or arrangements to which Capita is a party which relate
to the circumstances in which it may or may not invoke or seek to invoke a
condition of the Offer.
16. Overseas ComputerLand Shareholders
The availability of the Offer to ComputerLand Shareholders who are not resident
in the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
Full details in relation to Overseas ComputerLand Shareholders will be contained
in the Offer Document.
17. ComputerLand issued share capital
In accordance with Rule 2.10 of the City Code, ComputerLand confirms that it has
10,215,484 ComputerLand Shares in issue. The AIM symbol of ComputerLand is CPU
and its ISIN code is GB0001500353.
The Offer will be subject to the conditions and further terms set out in
Appendix 1 to this announcement.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2 to this announcement.
Certain terms used in this announcement are defined in Appendix 3 to this
announcement.
This announcement does not constitute, or form any part of, any offer or an
invitation to purchase or sell or, any solicitation of any offer to purchase,
sell or subscribe for any securities. Any acceptance or other response to the
Offer should be made only on the basis of the information contained or referred
to in the Offer Document and the Form of Acceptance. The laws of relevant
jurisdictions may affect the availability of the Offer to persons not resident
in the United Kingdom. The Offer Document will be available for public
inspection and will also be posted on Capita's website.
The ComputerLand Directors accept responsibility for the information contained
in this announcement relating to ComputerLand, the ComputerLand Group, the
ComputerLand Directors and the members of their immediate families, related
trusts and persons connected with them (save in each case for information on
Capita's future plans for ComputerLand, the ComputerLand Group and its
management and employees). The Capita Directors accept responsibility for all
other information contained in this announcement. To the best of the knowledge
and belief of the ComputerLand Directors and the Capita Directors (who have
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they each accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Landsbanki, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as sole financial adviser
for Capita and no one else in connection with the Offer and will not be
responsible to anyone other than Capita for providing the protections afforded
to clients of Landsbanki nor for providing advice in relation to the Offer or
any other matters referred to in this announcement.
Charles Stanley, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as sole financial adviser
for ComputerLand and no one else in connection with the Offer and will not be
responsible to anyone other than ComputerLand for providing the protections
afforded to clients of Charles Stanley nor for providing advice in relation to
the Offer or any other matters referred to in this announcement.
This announcement has been prepared for the purpose of complying with English
law and the City 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 UK.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Japan or any Prohibited Jurisdiction. Persons
who are not resident in the United Kingdom should inform themselves about, and
observe, any applicable legal or regulatory requirements.
Unless otherwise determined by Capita and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly or
indirectly, in or into or from, or by the use of the mails of, or by any other
means (including, without limitation, electronic mail, facsimile transmission,
telex, telephone, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national securities
exchange of any jurisdiction where to do so would violate the laws of that
jurisdiction and will not be capable of acceptance in, or by any such use, means
or facility or from within, any such jurisdiction. Accordingly, unless otherwise
determined by Capita, copies of this announcement are not being, and must not
be, directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any such jurisdiction and persons receiving
this announcement (including, without limitation, custodians, nominees and
trustees) must not mail or otherwise distribute or send it in, into or from such
jurisdiction, as doing so may invalidate any purported acceptance of the Offer.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or any other related document to
any jurisdiction outside the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdiction.
Further details in relation to Overseas ComputerLand Shareholders will be
contained in the Offer Document.
In accordance with normal UK market practice, Capita or any person acting on its
behalf may from time to time make certain market or private purchases of, or
make arrangements to purchase, directly or indirectly, ComputerLand Shares other
than pursuant to the Offer. Any information about such purchases will be
publicly announced as required by law or regulation in the UK.
Forward-looking statements
This announcement includes certain statements about ComputerLand or Capita (and
their respective groups and/or subsidiary undertakings) that are or may be
forward-looking statements. All statements other than statements of historical
facts included in this announcement may be forward-looking statements. These
statements are based on the current expectations of the management of
ComputerLand or Capita (as the case may be) and are naturally subject to
uncertainty and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects on
ComputerLand or Capita, following the Offer becoming or being declared
unconditional in all respects, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward-looking
statements include, without limitation, statements typically containing words
such as "intend", "expect", "anticipate", "target", "estimate", "goal", "believe
", "will", "may", "should", "would", "could", "plan" or words of similar meaning
or import. By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
or may occur in the future. There are a number of factors that could cause
actual results and developments to differ materially from those expressed in, or
implied by, such forward-looking statements. These factors include, but are not
limited to, the satisfaction of the conditions to the Offer, and the Capita
Group's ability to successfully integrate the operations and employees of
ComputerLand, as well as additional factors, such as changes in economic
conditions, changes in the level of capital investment, success of business and
operating initiatives and restructuring objectives, customers' strategies and
stability, changes in the regulatory environment, fluctuations in interest and
exchange rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown or
unpredictable factors could cause actual results to differ materially from those
in the forward-looking statements. Investors should not place undue reliance on
such forward-looking statements and neither ComputerLand nor Capita undertakes
any obligation to update publicly or revise forward-looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
Dealings disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of ComputerLand, all "dealings" in any "relevant securities
" of ComputerLand (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant transaction. This requirement will continue until the
date on which the Offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of ComputerLand, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of ComputerLand by Capita or ComputerLand, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should contact the Panel.
If you are in any doubt as to what action you should take, or the contents of
this announcement, you should immediately seek your own personal financial
advice from your stockbroker, bank manager, solicitor, accountant, fund manager
or other independent financial adviser who, if you are taking advice in the
United Kingdom, is authorised under the Financial Services and Markets Act 2000
and specialises in advising on the acquisition of shares and other securities,
or, if you are taking advice outside the United Kingdom, is an appropriately
authorised independent financial adviser with such a specialism.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A - CONDITIONS OF THE OFFER
The Offer is subject to the following conditions:
1 valid acceptances being received (and not, where permitted,
withdrawn) by no later than 1:00 p.m. on 1 April 2008 (or such later time(s) and
/or date(s) as Capita may, with the consent of the Panel or in accordance with
the rules of the City Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Capita may decide) of the ComputerLand Shares to which
the Offer relates, provided that this condition will not be satisfied unless
Capita and/or any of its wholly-owned subsidiaries shall have acquired or agreed
to acquire, whether pursuant to the Offer or otherwise, directly or indirectly
ComputerLand Shares carrying, in aggregate, more than 50 per cent. of the voting
rights then exercisable at general meetings of ComputerLand, including for this
purpose (to the extent, if any, required by the Panel) any voting rights
attaching to any ComputerLand Shares which are unconditionally allotted or
issued before the Offer becomes or is declared unconditional as to acceptances,
whether pursuant to the exercise of conversion or subscription rights or
otherwise), and for this purpose:
(a) the expression "ComputerLand Shares to which the Offer
relates" shall be construed in accordance with sections 974 to 991 (inclusive)
of the Companies Act;
(b) "valid acceptances" shall be deemed to have been received in
respect of ComputerLand Shares which are treated for the purpose of Section 979
(8) of the Companies Act as having been acquired by Capita by virtue of
acceptance of the Offer; and
(c) ComputerLand Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting rights which they will carry
upon issue;
2 no Relevant Authority having decided to take, institute,
implement or threaten any action, suit, proceeding, investigation, enquiry or
reference, or made, proposed or enacted any statute, regulation, decision or
order or required any action to be taken or information to be provided or
otherwise having taken or refrained from having taken any other action, and
there not continuing to be in force any statute, regulation, rule, order or
decision that, in any such case, will or may reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or
proposed acquisition by Capita (or any other member of the Wider Capita Group)
of any ComputerLand Shares or control or management of ComputerLand or any
member of the Wider ComputerLand Group void, voidable, unenforceable or illegal
under the laws of any relevant jurisdiction, or otherwise, directly or
indirectly, materially restrict, prohibit or delay, or impose materially adverse
additional or amended conditions or obligations with respect to, or otherwise
materially challenge or interfere with, any of the foregoing; or
(b) require, prevent, or materially delay, restrict, or alter the
proposed terms for the divestiture by any member of the Wider Capita Group or
any member of the Wider ComputerLand Group of all or any part of their
respective businesses, assets or properties or impose any material limitation on
the ability of any of them to conduct or to own, use or operate all or any part
of the respective businesses, assets or properties owned by, or the use or
operation of which is enjoyed by, any of them, or result in any of them ceasing
to be able to carry on business, or being restricted in its carrying on of
business, under any name under which it currently does so; or
(c) impose any material limitation on the ability of any member
of the Wider Capita Group or any member of the Wider ComputerLand Group,
directly or indirectly, to acquire or to hold or to exercise effectively any
rights of ownership of shares or other securities (or the equivalent) in any
member of the Wider ComputerLand Group or any member of the Wider Capita Group,
or to exercise management or voting control over any member of the Wider
ComputerLand Group or any member of the Wider Capita Group; or
(d) require any member of the Wider Capita Group or any member of
the Wider ComputerLand Group to acquire, or to offer to acquire, any shares or
other securities or indebtedness (or the equivalent) in or of any member of the
Wider Capita Group or any member of the Wider ComputerLand Group or any shares
or other securities or indebtedness (or the equivalent) in or of, or any asset
owned by, any other person, or to dispose of or repay, or to offer to dispose of
or repay, any shares or other securities or indebtedness (or the equivalent) in
or of, or any asset owned by, any member of the Wider Capita Group or any member
of the Wider ComputerLand Group; or
(e) impose any limitation on the ability of any member of the
Wider Capita Group or any member of the Wider ComputerLand Group to integrate
its business, or any part of it, with any business of any member of the Wider
Capita Group or any member of the Wider ComputerLand Group to an extent which is
material in the context of the Offer or, as the case may be, in the context of
the Wider ComputerLand Group taken as a whole; or
(f) otherwise adversely affect the business, assets, financial
or trading position or profits, prospects or value of any member of the Wider
ComputerLand Group or any member of the Wider Capita Group to an extent which is
material in the context of the Offer or, as the case may be, in the context of
the Wider ComputerLand Group taken as a whole; or
(g) result in a delay in the ability of any member of the Capita
Group to an extent which is material to Capita in the context of the Offer or,
as the case may be, in the context of the Wider ComputerLand Group taken as a
whole, or render any member of the Capita Group unable to acquire all or some of
the ComputerLand Shares or require or prevent a divestiture by any member of the
Capita Group of any such shares,
and all applicable waiting and other time periods during which any Relevant
Authority could decide to take, institute, implement or threaten any such
action, suit, proceeding, investigation, enquiry or reference having expired,
lapsed or been terminated;
3 all filings which Capita reasonably considers necessary
having been made and all statutory or regulatory obligations in any jurisdiction
having been complied with, and all appropriate waiting or other time periods
under any applicable legislation or regulations of any jurisdiction having
expired, lapsed or been terminated, in each case in connection with the Offer or
the acquisition or proposed acquisition of any ComputerLand Shares, or of
control or management of ComputerLand (or any other member of the Wider
ComputerLand Group) by Capita (or any other member of the Wider Capita Group),
and all Relevant Authorisations reasonably deemed by Capita (or any other member
of the Wider Capita Group) to be necessary or appropriate for, or in respect of,
the Offer or any acquisition or proposed acquisition of any ComputerLand Shares,
or of control or management of ComputerLand (or any other member of the Wider
ComputerLand Group), by Capita (or any other member of the Wider Capita Group)
or to permit or enable Capita (or any other member of the Wider Capita Group) to
carry on the business of any member of the Wider ComputerLand Group having been
obtained in terms and in a form satisfactory to Capita, from all appropriate
Relevant Authorities and from all appropriate persons, authorities or bodies
with whom any member of the Wider Capita Group or any member of the Wider
ComputerLand Group has entered into contractual arrangements, and all such
Relevant Authorisations remaining in full force and effect, and there being no
notice or intimation of any intention to revoke or suspend or materially modify
or restrict or not to renew any of them;
4 save as Disclosed, there being no provision of any Relevant
Instrument which, in consequence of the making or implementation of the Offer,
the acquisition or proposed acquisition by any member of the Wider Capita Group
of any ComputerLand Shares or any change in the control or management of
ComputerLand or any other member of the Wider ComputerLand Group, provides for,
or will or may reasonably be expected to, result in any of the following to an
extent which is materially adverse in the context of the Offer or, as the case
may be, in the context of the Wider ComputerLand Group taken as a whole:
(a) any money borrowed by, or any other indebtedness (actual or
contingent) of, any member of the Wider ComputerLand Group being or becoming
repayable or capable of being declared repayable immediately or prior to their
stated maturity, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited; or
(b) the creation 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 ComputerLand Group or any such security (whenever arising or
having arisen) becoming enforceable or being enforced; or
(c) any Relevant Instrument or any right, liability, obligation,
interest or business of any member of the Wider ComputerLand Group under such
Relevant Instrument (or any related arrangement) being terminated or adversely
modified or affected, or any action being taken, or any obligation arising,
under any Relevant Instrument; or
(d) any asset or right (including, without limitation,
intellectual property rights) or interest of, or any asset or such right the use
or operation of which is enjoyed by, any member of the Wider ComputerLand Group
being or falling to be disposed of other than in the ordinary course of
business, or charged, or ceasing to be available to any such member, or any
right arising under which any such asset or interest or such right will or could
be required to be disposed of or charged, or will or could cease to be so
available; or
(e) the interest or business of any member of the Wider
ComputerLand Group in or with any company, firm, body or person, or any
arrangements relating to any such interest or business, being terminated or
adversely modified or affected; or
(f) the creation of liabilities, whether actual or contingent,
of any member of the Wider ComputerLand Group, or the business, assets,
financial or trading position or profits or value of any member of the Wider
ComputerLand Group being adversely affected; or
(g) any member of the Wider ComputerLand Group or any member of
the Wider Capita Group being required to acquire, or to offer to acquire, any
shares or other securities or indebtedness (or the equivalent) in or of any
member of the Wider ComputerLand Group or any member of the Wider Capita Group
or any shares or other securities or indebtedness (or the equivalent) in or of,
or any asset owned by, any other person or to dispose of or repay, or to offer
to dispose of or repay, any shares or other securities or indebtedness (or the
equivalent) in or of, or any asset owned by, any member of the Wider
ComputerLand Group or any member of the Wider Capita Group;
and no event having occurred which, under any provision of any Relevant
Instrument, would result, to an extent which is materially adverse in the
context of the Offer or, as the case may be, in the context of the Wider
ComputerLand Group taken as a whole in any of the events or circumstances
referred to in sub-paragraphs 4(a) to 4(g) of this paragraph 4;
5 save as Disclosed, no member of the Wider ComputerLand
Group having, since 31 October 2007:
(a) made any alteration to its memorandum or articles of
association or other constitutional document which is or could reasonably be
considered to be material; or
(b) recommended, declared, paid or made, or proposed the
recommendation, declaration, paying or making of, any dividend, bonus issue or
other distribution, whether in cash or otherwise (other than to ComputerLand or
a wholly-owned subsidiary of ComputerLand); or
(c) issued or agreed to issue, or authorised or proposed the
issue, of additional shares of any class, or of securities convertible into, or
rights, warrants or options to subscribe for or acquire, any such shares or
securities or any loan capital (other than issues to ComputerLand or a
wholly-owned subsidiary of ComputerLand, and save for ComputerLand Shares
allotted on the exercise/vesting of any options/awards granted under the
ComputerLand Share Schemes and Disclosed) or redeemed, purchased or reduced, or
authorised or proposed the redemption, purchase or reduction of any part of its
share capital; or
(d) (other than to ComputerLand or a wholly-owned subsidiary of
ComputerLand) issued, authorised or proposed the issue of any debentures or
securities or incurred or, save in the ordinary course of business, incurred or
increased any material indebtedness or material contingent liability; or
(e) entered into, varied, implemented, or authorised, proposed or
announced its intention to enter into, vary or implement, any material contract,
scheme, transaction, commitment or other arrangement which is outside the
ordinary course of trading or which is, will or could be restrictive on the
business of any member of the Wider Capita Group or any member of the Wider
ComputerLand Group or which involves or will or could involve an obligation of a
loss making, long term, onerous or unusual nature or magnitude; or
(f) authorised, proposed or effected any merger, demerger,
reconstruction or amalgamation, or any acquisition or disposal or transfer of,
or any charge or security interest or other encumbrance in respect of, any asset
or any right, title or interest in any share or asset (other than in the
ordinary course of trading); or
(g) authorised, proposed or effected any mortgage, charge, grant
of security interest or other third party right or encumbrance over any asset or
any right, title or interest in any shares or other asset (other than in the
ordinary course of trading); or
(h) entered into, or varied (other than in respect of increases
in remuneration required under the terms of the relevant agreement) the terms
of, any service contract or agreement or other arrangement with any of the
directors, senior executives or senior employees of any member of the Wider
ComputerLand Group; or
(i) been unable, or threatened in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or a substantial part thereof or ceased or
threatened to cease carrying on all or a substantial part of its business; or
(j) taken or proposed any action or had any proceedings
instituted, threatened or proposed for its winding-up (voluntarily or
otherwise), dissolution or reorganisation (save for any such winding-up or
dissolution whilst solvent) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar or analogous officer of all or any
of its assets or revenues or for any similar or analogous matters in any
jurisdiction; or
(k) waived or compromised any claim, other than in the ordinary
course of business which in any case is material in the context of the Wider
ComputerLand Group taken as a whole; or
(l) entered into any commitment, agreement or arrangement, or
passed any resolution or made any offer, with respect to, or announced an
intention to effect or to propose, any of the transactions, matters or events
referred to in this paragraph 5;
6 save as Disclosed, since 31 October 2007:
(a) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or value
of any member of the Wider ComputerLand Group which is material in the context
of the Wider ComputerLand Group taken as a whole;
(b) no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider ComputerLand Group is or may
become a party (whether as a claimant, defendant or otherwise), and no
investigation or enquiry by, or complaint or reference to, any Relevant
Authority against or in respect of any member of the Wider ComputerLand Group,
having been instituted, announced or threatened or remaining outstanding which
in each case is material in the context of the Wider ComputerLand Group taken as
a whole;
(c) no steps having been taken which will result in, or could
reasonably be expected to result in, the withdrawal, cancellation, termination
or adverse modification of any licence or permit held by any member of the Wider
ComputerLand Group which is material in the context of the Wider ComputerLand
Group taken as a whole; and
(d) no contingent or other liability having arisen or increased
which will adversely affect any member of the Wider ComputerLand Group in a
manner which is material in the context of the Wider ComputerLand Group taken as
a whole;
7 Capita not having discovered, except as Disclosed:
(a) that any financial or business or other information
concerning the Wider ComputerLand Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider ComputerLand
Group, or disclosed at any time by or on behalf of any member of the Wider
ComputerLand Group in writing in connection with the Offer to any member of the
Capita Group or its agents or advisers, is misleading or contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading with a consequence which is
materially adverse in the context of the Wider ComputerLand Group taken as a
whole; or
(b) any information which materially affects the import of any
such information as is mentioned in sub-paragraph 7(a) of this paragraph 7; or
(c) any circumstance exists whereby a person or class of has any
claim or claims against any past or present member of the Wider ComputerLand
Group which claim or claims are materially adverse in the context of the Wider
ComputerLand Group taken as a whole; and
8 save as Disclosed, Capita not having discovered any of the
following matters:
(a) that there has been any release, emission, disposal, spillage
or leak of any waste or hazardous substance or any substance likely to impair
the environment or harm human health on or about or from any property or water
now or previously owned, occupied, used or controlled by any past or present
member of the Wider ComputerLand Group (whether or not constituting a
non-compliance by any person with any applicable law, statute, ordinance or any
regulation, rule or other requirement of any Relevant Authority) and, in any
such case, will give rise to any liability (whether actual or contingent) on the
part of any member of the Wider ComputerLand Group which is materially adverse
in the context of the Wider ComputerLand Group taken as a whole; or
(b) that any past or present member of the Wider ComputerLand
Group has committed any violation of any applicable laws, statutes or
ordinances, or any regulations, rules or other requirements of any Relevant
Authority relating to the disposal, discharge, spillage, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health, or otherwise relating to environmental matters which is
material in the context of the Wider ComputerLand Group taken as a whole; or
(c) that there is or is reasonably likely to be, any liability
(actual or contingent) which is material in the context of the Wider
ComputerLand Group taken as a whole on any member of the Wider ComputerLand
Group to make good, repair, reinstate or clean up any property or water now or
previously owned, occupied or used or controlled by any past or present member
of the Wider ComputerLand Group under any environmental legislation, regulation,
notice, circular, order or requirement of any Relevant Authority.
Capita reserves the right, subject to the requirements of the Panel, to waive
all or any of the above conditions in whole or in part, except the condition set
out at paragraph 1 above. Capita shall be under no obligation to waive or treat
as satisfied any of the other conditions by a date earlier than the latest date
specified above for the satisfaction thereof (or, if no such date is specified,
the date when the Offer, if such be the case, shall become or be declared
unconditional in all respects) notwithstanding that the other conditions of the
Offer may, at an earlier date, have been waived or fulfilled and that there are,
at such earlier date, no circumstances indicating that any of such conditions
may not be capable of fulfilment.
The Offer will lapse unless the conditions set out above (other than the
condition set out at paragraph 1 above) are fulfilled or (if capable of waiver)
waived or, where appropriate, have been determined by Capita to be or to remain
satisfied no later than 11:59 p.m. on the 21st day after the later of the first
closing date of the Offer and the date on which the Offer becomes or is declared
unconditional as to acceptances, or such later date as the Panel may agree.
If Capita is required by the Panel to make an offer for ComputerLand Shares
under the provisions of Rule 9 of the City Code, Capita may make such
alterations to any of the conditions (including, without limitation, the
condition set out at paragraph 1 above) or any of the terms of the Offer as are
necessary to comply with the provisions of that Rule.
PART B -FURTHER INFORMATION
Further details of the Offer
The formal Offer by Capita will be subject to the terms and conditions as set
out in this Appendix I and as will be set out in the Offer Document and
accompanying Form of Acceptance, or as may be required to comply with the
provisions of the City Code.
The Offer will extend to any ComputerLand Shares unconditionally allotted or
issued while the Offer remains open for acceptance (or before such earlier date
as Capita may, subject to the City Code, decide, not being earlier than the date
on which the Offer becomes or is declared unconditional as to acceptances or, if
later, the first closing date of the Offer), whether pursuant to the
ComputerLand Share Schemes or otherwise.
The ComputerLand Shares are to be acquired fully paid and free from all liens,
charges and encumbrances, rights of pre-emption and any other third party rights
or interests and together with all rights attaching thereto, including the right
to receive and retain all dividends or other distributions declared, paid or
made on or after the date of this announcement.
The Offer will lapse if the Acquisition is referred to the Competition
Commission in the United Kingdom before 3:00 p.m. on the first closing date of
the Offer or the time and date on which the Offer becomes or is declared
unconditional as to acceptances, whichever is the later. If the Offer lapses,
the Offer will cease to be capable of further acceptance and accepting
ComputerLand Shareholders and Capita will thereupon cease to be bound by any
Form of Acceptance submitted before the time when the Offer lapses.
Overseas ComputerLand Shareholders
The making of the Offer to Overseas ComputerLand Shareholders may be prohibited
or affected by the laws of the relevant overseas jurisdictions. Such Overseas
ComputerLand Shareholders should inform themselves about and observe any
applicable legal requirements. It is the responsibility of any Overseas
ComputerLand Shareholder wishing to accept the Offer to satisfy himself as to
the full observance of the laws of the relevant jurisdiction in connection
therewith, including the obtaining of any governmental, exchange control or
other consents which may be required, compliance with other formalities needing
to be observed and the payment of any issue, transfer or other taxes due in such
jurisdiction. Any such Overseas ComputerLand Shareholder will be responsible
for payment of any issue, transfer or other taxes, duties or other requisite
payment(s) due in such jurisdiction(s) by whomsoever payable, and Capita (and
any person acting on its behalf) shall be entitled to be fully indemnified and
held harmless by such Overseas ComputerLand Shareholder for any issue, transfer
or other taxes or duties or other requisite payments as Capita or any person
acting on behalf of Capita may be required to pay in respect of the Offer
insofar as they relate to such Overseas ComputerLand Shareholder.
This announcement is not an offer of securities for sale or purchase in the
United States, Canada, Japan or any Prohibited Jurisdiction. The Offer will not
be made, directly or indirectly, in or into, or by use of the mails of, or by
any means or instrumentality of interstate or foreign commerce of, or any
facilities of a securities exchange of, the United States, or in or into Canada,
Japan or any Prohibited Jurisdiction, and, subject to certain exceptions, the
Offer will not be capable of acceptance by any such use, means or
instrumentality or facilities or from or within the United States, Canada, Japan
or any Prohibited Jurisdiction.
Any person (including, without limitation, nominees, trustees or custodians) who
are overseas persons or who would, or otherwise intend to, forward this
document, the Offer Document, the Form of Acceptance or any related document to
any jurisdiction outside the United Kingdom or to any overseas person should
seek appropriate advice before taking any action.
APPENDIX 2
BASES AND SOURCES
1 Unless otherwise stated:
(a) financial information relating to ComputerLand has been
extracted or derived (without adjustment) from the consolidated audited annual
reports and accounts for ComputerLand for the years ended 30 April 2005, 2006
and 2007;
(b) financial information relating to Capita has been extracted or
derived (without any adjustment) from the consolidated audited annual report and
accounts for Capita for the years ended 31 December 2005, 2006 and 2007; and
(c) financial information relating to ComputerLand in paragraphs
3 and 7 of this announcement relating to the six-month period ended 31 October
2007 has been extracted or derived (without adjustment) from the unaudited
interim results of ComputerLand for the six months ended 31 October 2007.
2 The total equity value of the Offer is calculated based on
a fully diluted share capital of ComputerLand of 10,692,631 ComputerLand Shares.
This in turn is calculated on the basis of the number of issued ComputerLand
Shares, being 10,215,484 ComputerLand Shares; and the 477,147 "in the money"
options/awards outstanding under the ComputerLand Share Schemes (and which are
expected to become exercisable as a consequence of the Offer).
APPENDIX 3
DEFINITIONS
Appendix V Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise:
"Acquisition" the proposed acquisition of ComputerLand by Capita pursuant to
the Offer
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published by the London Stock
Exchange
"Board" as the context requires, the board of directors of Capita or the
board of directors of ComputerLand
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are open for normal business
"CA 1985" the Companies Act 1985 (as amended)
"Canada" Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
"Capita" The Capita Group Plc, a public limited company incorporated in
England and Wales with registered number 2081330
"Capita Director" a director of Capita
"Capita Group" Capita and its subsidiary undertakings
"certificated" or "in certificated form" a ComputerLand Share which is not in uncertificated form (that
is, not in CREST)
"Charles Stanley" Charles Stanley Securities, a division of Charles Stanley & Co.
Limited a private company incorporated in England with
registered number 1903304
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a ComputerLand Share as
derived from the AIM appendix to the Daily Official List on any
particular day
"ComputerLand" ComputerLand UK plc, a public limited company incorporated in
England and Wales with registered number 2275625
"ComputerLand Board" the board of directors of ComputerLand
"ComputerLand Directors" a director of ComputerLand
"ComputerLand Group" ComputerLand and its subsidiary undertakings
"ComputerLand Shareholders" registered holders of ComputerLand Shares
"ComputerLand Share Schemes" each of the ComputerLand Company Share Option Scheme (approved 1
September 1997, last amended 25 November 2004), the ComputerLand
UK Savings Related Share Option Scheme (approved 1997, last
amended 4 June 2003, the ComputerLand UK Unapproved Share Option
Scheme (adopted 4 September 2000, last amended 25 November 2004)
and the Option Agreement between ComputerLand and Michael Kent
dated 13 October 1998
"ComputerLand Shares" includes: (a) the existing unconditionally allotted or issued
and fully paid ordinary shares of 2 pence each in the capital of
ComputerLand; and (b) any further ordinary shares of 2 pence
each in the capital of ComputerLand which are unconditionally
allotted or issued (including, pursuant to the exercise of
options granted under the ComputerLand Share Schemes) before the
date on which the Offer ceases to be open for acceptances (or
before such earlier date as, subject to the City Code,
ComputerLand may determine in accordance with the terms of the
Offer)
"Companies Act" the Companies Act 2006
"Competing Offer" means an offer made or to be made by a third party for all or
the majority of the ordinary share capital of ComputerLand or
any other proposal made or to be made by a third party having
substantially the effect of a merger of ComputerLand into or
with any other entity
"Disclosed" (a) disclosed in the annual report and accounts of ComputerLand
for the year ended 30 April 2007; (b) disclosed in the interim
announcement of results of ComputerLand in respect of the six
months ended on 31 October 2007; (c) disclosed in any other
public announcement made by ComputerLand via a Regulatory
Information Service in the period ending on the Business Day
immediately preceding this announcement; or (d) as otherwise
fairly disclosed in writing by or on behalf of ComputerLand to
Capita in connection with the Offer
"Enlarged Capita Group" the Capita Group as enlarged by the Acquisition
"Form of Acceptance" the form of acceptance and authority for use by ComputerLand
Shareholders in connection with the Offer
"Japan" Japan, its cities, prefectures, territories and possessions
"Landsbanki" Landsbanki Securities (UK) Limited a private company
incorporated in England and Wales with registered number 3019293
"Listing Rules" the listing rules of the UK Listing Authority made under Part VI
of the Financial Services and Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended offer by Capita to acquire the entire issued and
to be issued share capital of ComputerLand on the terms and
subject to the conditions set out in this announcement and the
Form of Acceptance (including where the context so requires, any
subsequent revision, variation, extension or renewal thereof)
"Offer Document" the formal offer document to be sent to ComputerLand
Shareholders containing the Offer
"Overseas ComputerLand Shareholders" a ComputerLand Shareholder who is an overseas person including
any US Person who holds ComputerLand Shares
"overseas person" any person who is not resident in the United Kingdom, or who is
a citizen, resident or national of a jurisdiction outside the
United Kingdom, or who is a nominee of, or custodian or trustee
for, any citizen(s), resident(s), or national(s) of any country
other than the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Pound Sterling" or "�" the lawful currency of the United Kingdom (and references to "
pence" shall be construed accordingly)
"Prohibited Jurisdiction" any jurisdiction where local laws or regulations may result in a
significant risk of civil, regulatory or criminal exposure to
prosecution if information concerning the Offer is sent or made
available to ComputerLand Shareholders in that jurisdiction
"Regulatory Information Service" a service approved by the London Stock Exchange which has the
meaning given to that expression in the AIM Rules
"Relevant Authority" means any government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory or
investigative body or authority, or any court or tribunal in
each case in any jurisdiction
"Relevant Authorisation" means a material authorisation, order, grant, recognition,
confirmation, determination, consent, licence, clearance,
permission, allowance or approval
"Relevant Instrument" means any material agreement, arrangement, licence, permit,
lease or other instrument or obligation to which any member of
the Wider ComputerLand Group is a party or by or to which any
such member or any of its assets is bound, entitled or subject
"Substantial Transaction" a transaction which constitutes a Class 1 transaction or a
reverse takeover in relation to ComputerLand for the purpose of
Chapter 10 of the Listing Rules (ignoring any waiver or
relaxation of the rules in that chapter and that the Listing
Rules do not apply to ComputerLand)
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland and its
dependent territories
"United States" or "US" the United States of America, its territories and possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction
"US Person" as defined in regulation S under the US Securities Act
"US Securities Act" the US Securities Act of 1933 (as amended by the rules and
regulations promulgated thereunder)
"Wider ComputerLand Group" means ComputerLand and its subsidiary undertakings, associated
undertakings and any other undertakings in which ComputerLand
and such undertakings (aggregating their interests) have a
substantial interest
"Wider Capita Group" means Capita and its subsidiary undertakings, associated
undertakings and any other undertaking in which Capita and such
undertakings (aggregating their interests) have a substantial
interest
All references to legislation in this document are to English legislation unless
the contrary is indicated. Any reference to any provision of any legislation
shall include any amendment, modification, re-enactment or extension thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this document, "subsidiary", "subsidiary undertaking", "
associated undertaking", "undertaking" and "parent undertaking" have the
respective meanings given to them by the CA 1985 (but for this purpose ignoring
paragraph 20(1)(b) of Schedule 4A to the CA 1985) and "substantial interest"
means the direct or indirect interest of twenty (20) per cent. or more of the
equity share capital (as defined in the Companies Act) of any undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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