Advanced Computer Software Grp PLC Scheme Effective (8457H)

TIDMASW

RNS Number : 8457H

Advanced Computer Software Grp PLC

19 March 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

Advanced Computer Software Group plc

19 March 2015

RECOMMENDED CASH ACQUISITION

Air Bidco Limited

(an investment vehicle indirectly owned by the Vista Funds)

Advanced Computer Software Group plc

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Capital Reduction confirmed and Scheme effective

The boards of Air Bidco Limited ("Bidco") and Advanced Computer Software Group plc ("ACS") are pleased to announce that the Capital Reduction required to effect the recommended acquisition of ACS by Bidco (the "Acquisition") by way of scheme of arrangement in accordance with Part 26 of the Companies Act 2006 (the "Scheme") was confirmed by the Court on 18 March 2015 and that the Scheme has become effective today in accordance with its terms.

It is expected that the cancellation of the admission to trading of ACS Shares on AIM will become effective no later than 7.00 a.m. on 20 March 2015.

Scheme Shareholders on the ACS register of members at 6.00 p.m. on 17 March 2015 are entitled to receive 140p for each Scheme Share held. Settlement of the cash consideration due to Scheme Shareholders pursuant to the Scheme is expected to take place on or prior to 2 April 2015.

Following an application by ACS to the London Stock Exchange, trading in ACS Shares on AIM was suspended with effect from 7.30 a.m. (London time) on 18 March 2015. The Court Orders have been obtained and the remaining Conditions under the Scheme have been satisfied, therefore the Effective Date is today.

Note that capitalised terms used in this announcement but not defined have the same meaning as in the scheme document published and posted to ACS Shareholders on 30 January 2015.

A copy of this announcement will be available, subject to certain restrictions in relation to persons in certain overseas jurisdictions, on ACS's website at www.advancedcomputersoftware.com and Bidco's website at www.vistaequitypartners.com.

 
 
  Enquiries: 
Bidco and Vista                      Tel: +1 512 
                                      730 2400 
Brian Sheth 
 Monti Saroya 
 
Goldman Sachs International          Tel: +44 (0) 
 (financial adviser to Bidco          20 7774 1000 
 and Vista) 
 Gregg Lemkau 
  Nick Harper 
  Nicholas van den Arend 
 Morgan Stanley (financial adviser   Tel: +44 (0) 
  to Vista)                           20 7425 8000 
  Ira Cohen 
  Laurence Hopkins 
  Michael Bird 
Brunswick Group LLP (public          Tel: +44 (0) 
 relations adviser to Bidco and       20 7404 5959 
 Vista) 
Jonathan Glass 
 Chris Blundell 
Advanced Computer Software Group     Tel: +44 (0) 
 plc                                  1932 584 000 
Vin Murria, Chief Executive 
 Officer 
 Guy Millward, Chief Financial 
 Officer 
Rothschild (financial adviser        Tel: +44 (0) 
 and Rule 3 adviser to ACS)           20 7280 5000 
Warner Mandel 
 Anton Black 
N+1 Singer Advisory LLP (nominated   Tel: +44 (0)20 
 adviser to ACS & joint broker)       7496 3000 
Shaun Dobson 
 Richard Salmond 
 
 Arden Partners Plc (joint broker)     Tel: +44 (0)121 
 Steve Douglas                         423 8900 
Instinctif Partners (public          Tel: +44 (0) 
 relations adviser to ACS)            20 7457 2020 
Adrian Duffield 
 Kay Larsen

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for ACS and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than ACS for providing the protections afforded to clients of Rothschild, or for providing advice in connection with the Acquisition or any other matter referred to in this announcement.

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bidco and Vista and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bidco and Vista for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in connection with the matters referred to in this announcement.

Morgan Stanley & Co. LLC is acting as financial adviser to Vista and no one else in connection with the matters referred to in this announcement. In connection with these matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Vista for providing the protections afforded to the clients of Morgan Stanley nor for providing advice in relation to the matters referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to accept the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to ACS Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following

the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

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

This information is provided by RNS

The company news service from the London Stock Exchange

END

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