TIDMCSC TIDMXCH
RNS Number : 1114M
Computer Sciences Corporation (CSC)
18 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
18 January 2016
RECOMMENDED CASH OFFER
for
XCHANGING PLC
by
CSC Computer Sciences International Operations Limited
(a wholly owned subsidiary of Computer Sciences Corporation)
Level of Acceptances and Offer Unconditional as to
Acceptances
On 9 December 2015, the boards of directors of Xchanging plc
("Xchanging") and Computer Sciences Corporation ("CSC"), announced
that they had reached agreement on the terms of a recommended cash
offer for Xchanging by CSC Computer Sciences International
Operations Limited ("CSC Bidco"), a wholly owned subsidiary of CSC,
pursuant to which CSC Bidco will acquire the entire issued and to
be issued ordinary share capital of Xchanging (the "Offer").The
full terms and conditions and the procedures for acceptance of the
Offer are set out in the offer document which was published and
sent to Xchanging Shareholders by CSC Bidco on 15 December 2015
(the "Offer Document").
Level of acceptances
As at 1.00 p.m. (London time) on 15 January 2016, being the
First Closing Date of the Offer, CSC Bidco had received valid
acceptances of the Offer in respect of 215,757,396 Xchanging
Shares, representing approximately 87.05 per cent. of the existing
issued share capital of Xchanging. This level of acceptances
includes:
-- 92,102,372 Xchanging Shares, representing approximately 37.16
per cent. of the existing issued share capital of Xchanging,
received from institutional shareholders who had given irrevocable
undertakings to CSC Bidco;
-- 10,000,000 Xchanging Shares, representing approximately 4.03
per cent. of the existing issued share capital of Xchanging,
received in relation a commitment given to CSC Bidco;
-- 13,423,715 Xchanging Shares, representing approximately 5.42
per cent. of the existing issued share capital of Xchanging,
received in relation a letter of intent given to CSC Bidco; and
-- 24,760,355 Xchanging Shares, representing approximately 9.99
per cent. of the existing issued share capital of Xchanging, which
CSC Bidco announced on 23 December 2015 it had acquired.
The percentage holdings of Xchanging Shares referred to in this
announcement are based on there being a total of 247,851,399
Xchanging Shares in issue.
Offer unconditional as to acceptances
In accordance with the level of acceptances set out above, CSC
Bidco announces that the Offer has become unconditional as to
acceptances. The Offer will remain open for acceptance until
further notice. All other terms and conditions as outlined in the
Offer Document still apply.
De-listing
As set out in paragraph 8 of Part II of the Offer Document,
following the Offer becoming, or being declared, unconditional in
all respects and subject to any applicable requirements of the UK
Listing Authority, CSC Bidco intends to procure the making of an
application by Xchanging for cancellation, respectively, of the
trading in Xchanging Shares on the London Stock Exchange's main
market for listed securities and of the listing of Xchanging Shares
on the premium listing segment of the Official List. Delisting
would significantly reduce the liquidity and marketability of any
Xchanging Shares not assented to the Offer.
It is also intended that, if CSC Bidco is able to procure the
cancellations referred to above, Xchanging will be re-registered as
a private company under the relevant provisions of the Companies
Act 2006.
Compulsory acquisition
As set out in paragraph 8 of Part II of the Offer Document, if
the Offer becomes, or is declared, unconditional in all respects
and where CSC Bidco receives acceptances under the Offer in respect
of, and/or otherwise acquires, not less than 90 per cent. of the
Xchanging Shares to which the Offer relates by nominal value and
voting rights attaching to such shares, CSC Bidco intends to
exercise its rights pursuant to section 979 of the Companies Act
2006 to acquire compulsorily the remaining Xchanging Shares.
Actions to be taken
Xchanging Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible:
-- If you hold your Xchanging Shares in certificated form (that
is, not in CREST), to accept the Offer you must complete the Form
of Acceptance enclosed with the copy of the Offer Document sent to
you in accordance with the instructions printed on it and return
the completed Form of Acceptance (along with your share
certificate(s) and/or other documents of title) by post or by hand
(during normal business hours only) to Equiniti Limited at Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom
as soon as possible.
-- If you hold your Xchanging Shares in uncertificated form
(that is, in CREST), to accept the Offer you must follow the
procedure set out in paragraph 14.2 of Part II of the Offer
Document. If you hold your Xchanging Shares as a CREST sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary instruction to
Euroclear.
The Offer Document and a specimen Form of Acceptance are
available on CSC's website at www.csc.com and on Xchanging's
website at http://www.xchanging.com/TakeOverBid. Further copies of
the Offer Document and the Form of Acceptance may be obtained by
contacting Equiniti Limited on 0333 207 6367 from within the UK or
on +44 121 415 0939 if calling from outside the UK (lines are open
from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday,
excluding English and Welsh public holidays). Calls to the helpline
from outside the UK will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
CSC and CSC Bidco
Paul N. Saleh, Chief Financial Tel: +1 703 876
Officer 1000
H.C. Charles Diao, Vice President, Tel: +1 703 876
Finance & Corporate Treasurer 1000
Neil DeSilva, Investor Relations Tel: +1 703 641
Rich Adamonis, Media Relations 3000
Tel: +1 862 228
3481
Goldman Sachs
Nick Harper Tel: +44 (0)
Jonathan Hall 20 7774 1000
Colin Ryan
Nick Pomponi Tel: +1 415 393
7500
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, and its
affiliate, Goldman, Sachs & Co., are acting exclusively for CSC
and CSC Bidco and no one else in connection with the Offer or any
other matter referred to in this announcement and will not be
responsible to anyone other than CSC and CSC Bidco for providing
the protections afforded to clients of Goldman Sachs, or for
providing advice in connection with the Offer or any other matter
referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any 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 Offer is made solely through the Offer Document and the
accompanying Form of Acceptance, which will together contain the
full terms and conditions of the Offer, including details of how to
accept the Offer. Any response in relation to the Offer should be
made only on the basis of the information contained in the Offer
Document or any document by which the Offer 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 England and Wales.
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 the United States or who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States should inform themselves of, and
observe, any applicable legal or regulatory requirements. Further
details in relation to overseas shareholders are contained in the
Offer Document.
Unless otherwise determined by CSC Bidco or required by the
Code, and insofar as permitted by applicable law and regulation,
the Offer 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 Offer 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 Offer 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 Offer (including
agents, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
(MORE TO FOLLOW) Dow Jones Newswires
January 18, 2016 02:00 ET (07:00 GMT)
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