TIDMASW
RNS Number : 0971H
Vista Equity Partners
11 March 2015
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON
ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF
DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
This trade has been carried out in relation to the recommended
cash acquisition of Advanced Computer Software Group plc by Air
Bidco Limited to be implemented by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"). For the
purposes of implementing the Scheme, Air Bidco Limited has acquired
one ordinary share in Advanced Computer Software Group plc. The
Panel Executive has confirmed that this dealing has no Code
consequences.
1. KEY INFORMATION
(a) Full name of discloser: Air Bidco Limited ("Bidco")
(b) Owner or controller of interests and short positions Vista Equity Associates V, LLC (a Delaware limited
disclosed, if different from 1(a): Delaware limited partnership), Vista Equity
The naming of nominee or vehicle companies is Partners Fund V-A, L.P. (a Cayman Islands exempted
insufficient. For a trust, the trustee(s), limited partnership), Vista Equity Partners
settlor and beneficiaries must be named. Fund V-B, L.P. (a Cayman Islands exempted limited
partnership), VEPF V FAF, L.P. (a Delaware
limited partnership), and Vista Equity Partners Fund V
Executive, L.P. (a Delaware limited
partnership);
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(c) Name of offeror/offeree in relation to whose relevant Advanced Computer Software Group plc ("ACS")
securities this form relates:
Use a separate form for each offeror/offeree
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(d) Status of person making the disclosure: OFFEROR
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of
offeror/offeree)
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(e) Date dealing undertaken: 10 March 2015
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(f) In addition to the company in 1(c) above, is the YES / NO / N/A
discloser making disclosures in respect If YES, specify which:
of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
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2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in
more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.
(a) Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates following
the dealing
Class of relevant security:
Interests Short positions
-------------- ------------------
Number % Number %
------- ----- ---------- ------
(1) Relevant securities owned and/or controlled: 1 0.0% 0 0.0%
------- ----- ---------- ------
(2) Cash-settled derivatives: 0 0.0% 0 0.0%
------- ----- ---------- ------
(3) Stock-settled derivatives (including options) and agreements to
purchase/sell: 0 0.0% 0 0.0%
------- ----- ---------- ------
TOTAL: 1 0.0% 0 0.0%
------- ----- ---------- ------
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: None
Details, including nature of the rights concerned and relevant percentages: None
-----
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The currency of all prices and other monetary amounts should be
stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant security Purchase/sale Number of securities Price per unit
Ordinary shares of 10 pence each Purchase 1 139.75 pence
-------------- --------------------- ---------------
(ii) Principal trader where the sole reason for the connection
is that the principal trader is in the same group as a connected
adviser
Class of relevant Purchases/ sales Total number of Highest price per unit Lowest price per unit
security securities paid/received paid/received
- - - - -
----------------- ------------------------ ----------------------- -----------------------
(b) Cash-settled derivative transactions
Class of relevant Product description Nature of dealing Number of reference Price per unit
security e.g. CFD e.g. opening/closing a securities
long/short position,
increasing/reducing a
long/short position
- - - - -
-------------------- ------------------------- ------------------------- ---------------
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry date Option money
relevant description purchasing, securities price per e.g. paid/
security e.g. call selling, to which unit American, received per
option varying etc. option European unit
relates etc.
- - - - - - - -
------------- ------------- ------------- -------------- ------------- ------------ -------------
(ii) Exercise
Class of relevant Product description Exercising/ exercised Number of securities Exercise price per
security e.g. call option against unit
- - - - -
-------------------- ----------------------- --------------------- -----------------------
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
- - - -
------------------------------- -------- -------------------------------
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal
or informal, relating to relevant securities which may be an inducement to deal or refrain
from dealing entered into by the party to the offer or person acting in concert making the
disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state "none"
ACS Irrevocable Commitments - directors and employees
Number of ACS Shares
% of ACS Shares in under ACS Share
Name Number of ACS Shares issue Schemes
Michael Jackson 0 0.00% 22,435
Vin Murria 26,521,310 5.53% 10,670,191
Sunil Bhalla 32,000,000 6.68% 0
Guy Millward 0 0.00% 2,666,666
Barbara Firth 5,503,342 1.15% 1,603,525
Paul Gibson 2,000,000 0.42% 2,666,666
Maxine Gibson 300,000 0.06% 0
James Berry 5,947,945 1.24% 466,363
TOTAL 72,272,606 15.08% 18,095,846
Bidco has received irrevocable undertakings from the ACS Directors (and in some cases their
spouses) and ACS' chief technical officer, in respect of their own beneficial holdings of
ACS Shares, representing approximately 15.1 per cent. of the existing issued ordinary share
capital of ACS:
(a) to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the
resolutions to be proposed at the General Meeting; and
(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance
of such offer (provided that such Takeover Offer is on improved or substantially the same
terms of the Scheme and further provided that ACS has recommended such Takeover Offer).
The irrevocable undertakings referred to above will lapse if:
(a) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed
with the Acquisition and no new, revised or replacement Scheme or Takeover Offer on substantially
the same or better terms is announced in accordance with Rule 2.7 of the Code at the same
time;
(b) the Scheme or any Takeover Offer lapses or is withdrawn (and no new, revised or replacement
Scheme or Takeover Offer on substantially the same or better terms has been announced, in
accordance with Rule 2.7 of the Code, at the same time);
(c) the Scheme does not become effective (or Takeover Offer, as applicable, does not become
wholly unconditional) on or before 27 May 2015; or
(d) the Scheme or any Takeover Offer lapses or is withdrawn (and no new, revised or replacement
Scheme or Takeover Offer on substantially the same or better terms has been announced, in
accordance with Rule 2.7 of the Code, at the same time).
ACS Irrevocable Commitments - Institutional Shareholders Number of ACS
% of ACS Shares under
Number of ACS Shares in ACS Share
Name Shares issue Schemes
Liontrust Investment Partners LLP 49,386,783 10.3% 0
NFU Mutual Insurance Society Limited 17,919,554 3.7% 0
Artemis Investment Management Limited 15,578,347 3.2% 0
Marlborough Fund Managers Limited 12,850,000 2.7% 0
TOTAL 95,734,684 20.0% 0
Bidco has received irrevocable undertakings from the ACS Shareholders in respect of their
own beneficial holdings of ACS Shares, representing approximately 20.0 per cent. of the existing
issued ordinary share capital of ACS:
(a) to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the
resolutions to be proposed at the General Meeting; and
(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance
of such offer (provided that such Takeover Offer is on improved or substantially the same
terms of the Scheme).
The irrevocable undertakings given by the ACS Shareholders will lapse if:
(a) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed
with the Acquisition and no new, revised or replacement Scheme or Takeover Offer on substantially
the same or better terms is announced in accordance with Rule 2.7 of the Code at the same
time;
(b) the Scheme Document (or offer document, in the case of a Takeover Offer) is not published
by 31 January 2015;
(c) the Scheme does not become effective (or Takeover Offer, as applicable, does not become
wholly unconditional) on or before 27 May 2015;
(d) the Scheme or any Takeover Offer lapses or is withdrawn (and no new, revised or replacement
Scheme or Takeover Offer on substantially the same or better terms has been announced, in
accordance with Rule 2.7 of the Code, at the same time); or
(e) on or before the date which is 21 days after the Scheme Document is posted to ACS Shareholders,
any person other than Bidco and any person acting in concert with Bidco announces a firm intention
to make an offer (in accordance with Rule 2.7 of the Code) to acquire all of the ACS Shares
and the value of the consideration pursuant to the terms of such offer exceeds (in the reasonable
opinion of Bidco on the advice of Goldman Sachs International) the value offered to ACS Shareholder
pursuant to the Scheme by 10 per cent. or more per ACS Share.
ACS Irrevocable Commitments - Letter of Intent
Bidco has received a letter of intent to vote in favour of the Scheme from M&G Investment
Management in respect of the 61,645,777 ACS Shares (representing approximately 12.9 per cent.
of the existing issued ordinary share capital of ACS) that it is the beneficial owner of as
at the date of the letter of intent
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party
to the offer or person acting in concert making the disclosure and any other person relating
to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) YES/NO
Supplemental Form 8 (SBL) YES/NO
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Date of disclosure: 11 March 2015
Contact name: Monti Saroya
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Telephone number: +1 512 730 2400
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Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service and must also be emailed to the
Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market
Surveillance Unit is available for consultation in relation to the
Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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