CXG Carlisle Gp

RNS Number:9891R
Corporate Services Group PLC
09 April 2008



9 April 2008


                              Recommended acquisition
                                       of
                           The Corporate Services Group plc
                                       by
                               Impellam Group plc
               (a company formed for the purposes of merging
        The Corporate Services Group plc and Carlisle Group Limited)


On 14 March 2008, it was announced that final agreement had been reached on the
terms of the proposed merger between The Corporate Services Group plc
("Corporate Services Group") and Carlisle Group Limited ("Carlisle").  It is
proposed that Impellam Group plc ("Impellam") (a company formed for the purposes
of merging the Corporate Services Group and Carlisle) will acquire the entire
issued and to be issued ordinary share capital of the Corporate Services Group
and the entire issued and to be issued share capital of Carlisle.  The
acquisition of the Corporate Services Group is to be implemented via a scheme of
arrangement pursuant to section 425 of the Companies Act 1985 and Part 26 of the
Companies Act 2006 (the "Scheme").


The Corporate Services Group announces that the Court Meeting and the General
Meeting convened in connection with the proposed acquisition of the Corporate
Services Group and the Scheme, which were held on 9 April 2008, have both
concluded successfully.  All resolutions proposed at the meetings, as set out in
the notices of each meeting included in the Scheme Document dated 14 March 2008
(the "Scheme Document"), received the necessary majorities and were accordingly
approved.



The voting results in relation to the Court Meeting and the General Meeting are
summarised below:


COURT MEETING


Resolution to approve the Scheme


Number of votes:


FOR     437,402,373 (99.9733 per cent.)     AGAINST   116,638 (0.0267 per cent.)



GENERAL MEETING



The special resolution to give effect to the Scheme was passed on a show of
hands and was supported by 99.98 per cent. of the proxy votes cast.



NOTEHOLDER MEETING



The Corporate Services Group also announces that the meeting of the holders of
the �45,000,000 10 per cent. Secured Guaranteed Notes due 2011 (the "Notes")
issued by the Corporate Services Group (the "Noteholders" and the "Noteholder
Meeting", respectively), of which �19,999,980 in principal amount is presently
outstanding, convened for the purposes of passing an extraordinary resolution,
was held on 9 April 2008 and has concluded successfully.  The extraordinary
resolution proposed at the Noteholder Meeting, as set out in the notice of
meeting included in the circular to Noteholders dated 14 March 2008, received
the necessary majority and was accordingly approved.



The voting results in relation to the Noteholder Meeting are summarised below:


Extraordinary resolution


Number of votes:



FOR       1,649,538 (100 per cent.)          AGAINST     0 (0 per cent.)



Unless the context requires otherwise, all terms used in this announcement have
the meaning given in the Scheme Document.



For further enquiries:

The Corporate Services Group plc                              Tel: 01582 692658
Noel Harwerth, Acting Chairman
Desmond Doyle, Chief Executive Officer
Andrew Burchall, Group Finance Director

Landsbanki Securities (UK) Limited                            Tel: 020 7426 9000
(Financial adviser and broker to The Corporate Services Group plc)
James Wellesley Wesley
Claes Spang



Landsbanki Securities (UK) Limited, which is authorised and regulated in the UK
by the Financial Services Authority, is acting exclusively for Corporate
Services Group and for no-one else in connection with the Proposals and will not
be responsible to anyone other than Corporate Services Group for providing
protections afforded to clients of Landsbanki Securities (UK) Limited or for
giving advice in relation to the Proposals nor any other matter referred to in
this announcement.



This announcement does not constitute an offer or invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any securities
pursuant to this announcement or otherwise in any jurisdiction.



The release, publication or distribution of this announcement in jurisdictions
other than the UK may be restricted by the laws of those jurisdictions and
therefore persons should inform themselves about and observe such restrictions.
Any failure to comply with any such restrictions may constitute a violation of
the securities laws of any such jurisdictions.



INFORMATION FOR RESIDENTS IN UNITED STATES AND OTHER OVERSEAS JURISDICTIONS



Securities may not be offered or sold in the United States unless they are
registered under the United States Securities Act of 1933, as amended (the "
Securities Act"), or are exempt from such registration requirements.  None of
the Impellam Shares have been, nor will be, registered under the Securities Act
but Impellam Shares will be issued in reliance on the exemption provided by
Section 3(a)(10) thereof, and none of the Impellam Shares may be re-offered,
sold, transferred, resold, delivered or distributed, directly or indirectly, in
or into or from the United States, except in transactions exempt from or not
subject to the registration requirements of the Securities Act and otherwise in
compliance with the securities laws of the United States.  None of the Notes
have been, nor will be, registered under the Securities Act and none of the
Notes may be re-offered, sold, transferred, resold, delivered or distributed,
directly or indirectly, in or into or from the United States, except in
transactions exempt from or not subject to the registration requirements of the
Securities Act and otherwise in compliance with the securities laws of the
United States.



The Impellam Shares have not been, nor will be, registered under the relevant
securities laws of Japan, and the relevant clearances have not been, and will
not be, obtained from the securities commission of any province of Canada. No
documents in relation to the Impellam Shares have been or will be lodged with,
or registered by, the Australian Securities and Investments Commission.
Accordingly, the Impellam Shares are not being, and may not be, offered, sold,
resold, delivered or distributed, directly or indirectly, in or into the Canada,
Australia or Japan or for the account or benefit of any persons or any national,
citizen or resident of Canada, Australia or Japan (except pursuant to an
exemption, if available, from any applicable registration requirements or
otherwise in compliance with all applicable laws).



The Proposals relate to the shares of a UK company and are proposed to be made
by means of a scheme of arrangement under English company law. The Proposals
effected by means of a scheme of arrangement are not subject to the tender offer
rules under the United States Securities Exchange Act of 1934 as amended.
Accordingly, the Scheme will be subject to the disclosure requirements, rules
and practices applicable in the UK to schemes of arrangement, which differ from
the requirements of US tender offer rules. Financial information included in
this announcement has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the financial statements of
US companies.



DEALING DISCLOSURE REQUIREMENTS



Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Corporate Services Group, all "dealings" in
any "relevant securities" of Corporate Services Group (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 Effective Date of the Scheme or until the
date on which the Scheme lapses or is otherwise withdrawn (or such later date(s)
as the Takeover Panel may specify). 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 Corporate Services Group, they will deemed
to be a single person for the purpose of Rule 8.3 of the Takeover Code.



Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "
relevant securities" of Corporate Services Group by Impellam, Carlisle or
Corporate Services Group, 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 securities in
issue, can be found on the Takeover 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 in this section headed "Dealing Disclosure Requirements
" are defined in the Takeover Code, which can also be found on the Takeover
Panel's website at www.thetakeoverpanel.org.uk.

If you are in any doubt as to whether or not you are required to disclose a 
"dealing" under Rule 8 of the Takeover Code, you should consult the Takeover
Panel.



If you are in any doubt as to the application of Rule 8 of the Takeover Code to
you, please contact an independent financial adviser authorised under FSMA,
consult the Takeover Panel's website at www.thetakeoverpanel.org.uk or contact
the Takeover Panel on telephone number +44 (0)20 7638 0129 or fax number +44 (0)
20 7236 7013.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN THE UNITED STATES OR IN ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WILL NOT BE IN COMPLIANCE WITH THE SECURITIES LAWS
OF SUCH JURISDICTION.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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