Recommended Cash Offer for Kewill plc (2252F)

TIDMKWL

RNS Number : 2252F

Kestrel Bidco Limited

12 June 2012

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

12 June 2012

RECOMMENDED CASH ACQUISITION

KEWILL PLC

KESTREL BIDCO LIMITED a newly established company indirectly owned by

STG IV L.P., a fund managed by Symphony

at a price of 106 pence per Kewill Share

and

WITHDRAWAL OF RECOMMENDATION OF KINETIC OFFER AND

CANCELLATION OF COURT HEARING TO SANCTION THE KINETIC SCHEME

Summary

-- The Kewill Directors and Bidco Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer under which Bidco, a newly established company indirectly wholly owned by STG IV L.P., a fund managed by Symphony, will acquire the entire issued and to be issued ordinary share capital of Kewill (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

   --           Under the terms of the Acquisition, Kewill Shareholders will be entitled to receive:

106 pence in cash for each Kewill Share

-- The Acquisition consideration of 106 pence in cash for each Kewill Share, values the existing issued and to be issued share capital of Kewill at approximately GBP99.6 million, and represents a premium of approximately:

   --           10.4 per cent. to the 96 pence per Kewill Share being offered under the Kinetic Offer;

-- 39.5 per cent. to the Closing Price of 76.0 pence per Kewill Share on 1 May 2012, being the Business Day before the announcement of the Kinetic Offer;

-- 50.0 per cent. to the Volume Weighted Average Price of a Kewill Share in the month prior to 1 May 2012, being the Business Day before the announcement of the Kinetic Offer, of 70.7 pence; and

-- 46.7 per cent. to the Volume Weighted Average Price of a Kewill Share in the three months prior to 1 May 2012, being the Business Day before the announcement of the Kinetic Offer, of 72.3 pence.

-- The Kewill Directors, who have been so advised by Investec, consider the terms of the Acquisition to be fair and reasonable and materially better than those offered pursuant to the Kinetic Offer. In providing its advice, Investec has taken into account the commercial assessments of the Kewill Directors. Investec is providing independent financial advice to the Kewill Directors for the purposes of Rule 3 of the Code.

-- Accordingly, the Kewill Directors intend to recommend unanimously that Kewill Shareholders vote in favour of the Scheme to implement the Offer at the Court Meeting and the resolutions to be proposed at the General Meeting.

-- The Kewill Directors' recommendation of the Kinetic Offer has accordingly been withdrawn with immediate effect in favour of the Acquisition and the Kewill Directors will therefore not seek the sanction of the Court in connection with the Kinetic Offer at the Court hearing scheduled for 13 June 2012.

-- The cash consideration payable by Bidco under the Acquisition is being financed entirely by funding to be invested indirectly by the Symphony Funds.

-- Bidco has received irrevocable undertakings from Aviva Investors Global Services Limited, Herald Investment Management Limited and Henderson Global Investors Limited to vote or procure the vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of, in aggregate, 7,754,918 Kewill Shares, representing approximately 8.52 per cent. of the existing issued share capital of Kewill.

-- Symphony Technology Group is a strategic private equity firm with the mission of investing in and building software and services companies. In addition to capital, Symphony Technology Group provides strategic and operational expertise to enable its companies to optimise the value delivered to their customers, to drive growth through innovation, to retain and attract the best talent and to achieve best-in-class business performance.

-- Symphony Technology Group's current portfolio comprises over 13 companies with headquarters across the US and Europe. Founded in 2002, Symphony Technology Group has approximately $2 billion under management and closed its latest fund, STG IV, at approximately $870 million in March 2012.

-- The Acquisition will be subject, inter alia, to the satisfaction or waiver of the Conditions and to certain further terms set out in Appendix I to this announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document which will be posted to Kewill Shareholders as soon as possible and in any event within 28 days of the date of this announcement.

Commenting on the Acquisition, William Chisholm, Managing Director of Symphony, said:

"Symphony Technology Group has an excellent track record of investing in global enterprise software businesses and highly relevant domain expertise in trade and logistics technology. As the complexity of doing international business increases, we see good opportunities for technology vendors whose solutions can simplify and optimise supply chain processes. We are excited by the opportunity to work with Kewill, which we believe has a strong existing market position on which to build and whose potential can be fully realised through the addition of our strategic and operational support."

Commenting on the Acquisition, George Elliott, Chairman of Kewill, said:

"We are pleased to have attracted a compelling offer from Symphony at 106 pence, which is 10.4% above the offer from Kinetic. We therefore believe this offer to be in the best interests of all Kewill stakeholders."

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Appendix I to this announcement contains the Conditions to, and certain further terms of, the Acquisition. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings to vote in favour of the Scheme. Appendix IV contains details of a profit estimate published by Kewill and prepared in accordance with Rule 28 of the Code. Appendix V to this announcement contains definitions of certain expressions used in this summary and in this announcement.

 
 Enquiries: 
                                                        Tel: +44 (0) 20 8939 
 Bidco and Symphony                                                     2837 
 William Chisholm 
  Paul Lewington 
                                                             Tel: +44 (0) 20 
  Altium (Financial adviser to Bidco and Symphony)                 7484 4040 
 Ben Thorne 
  Stephen Georgiadis 
 
  Kewill                                            Tel: +44 (0) 1483 406080 
 Paul Nichols 
  David Gibbon 
 
  Investec (Financial adviser and corporate             Tel: +44 (0) 20 7597 
  broker to Kewill)                                                     5000 
 Andrew Pinder / Patrick Robb 
  Dominic Emery / Junya Iwamoto 
 FTI Consulting (Public relations adviser               Tel: +44 (0) 20 7269 
  to Kewill)                                                            7147 
 Edward Bridges 
  Marc Cohen

Altium, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Bidco and Symphony and for no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Symphony for providing the protections afforded to clients of Altium, or for providing advice in connection with the Acquisition or in relation to the matters described in this announcement or any transaction or arrangements referred to herein.

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec, or for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement 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 subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Kewill in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in favour of the Acquisition. Any vote in respect of the Acquisition should be made only on the basis of the information contained in the Scheme Document. Kewill Shareholders are advised to read the formal documentation in relation to the Acquisition carefully, once it has been dispatched.

Whether or not certain Kewill Shares are voted at the Court Meeting or the General Meeting, if the Scheme becomes effective, those Kewill Shares will be cancelled pursuant to the Scheme in return for the payment of 106 pence in cash per Kewill Share.

Notice to US holders of Kewill Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included or referred to in this announcement or the Scheme Document, or which may be incorporated by reference into the Scheme Document, has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidco elects to implement the acquisition of the Kewill Shares by way of a contractual offer, the Acquisition will be made in compliance with applicable securities laws and regulations.

Kewill is organised under the laws of England. The majority of the officers and directors of Kewill are residents of countries other than the United States. It may not be possible to sue Kewill in a non-US court for violations of US securities laws. It may be difficult to compel Kewill and its respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase Kewill Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/pricesnews/home.htm.

Overseas Shareholders

The availability of the Acquisition or the distribution of this announcement to Kewill Shareholders who are not resident in the UK may be affected by the laws of their relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Kewill Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

The Acquisition will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes of complying with English law 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 UK.

Further details in relation to overseas shareholders will be contained in the Scheme Document.

Forward-Looking Statements

This announcement, oral statements made regarding the Acquisition and other information published by Bidco and/or Kewill or their respective affiliates may contain certain statements that are or may be forward looking.

These statements are based on the current expectations of the management of Bidco and/or Kewill (as applicable) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects of the Acquisition, the expected timing and scope of the Acquisition, anticipated earnings enhancements, estimated cost savings and other synergies, costs to be incurred in achieving synergies, potential disposals and other strategic options and all other statements in this announcement other than historical facts.

Forward-looking statements include, without limitation, statements that typically contain words such as "will", "may", "should", "could", "continue", "believes", "expects", "intends", "estimates", "anticipates", "aims", "targets", "plans" and "forecasts" or words of similar import. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the ability of the person making the statement to control or estimate precisely, such as future market conditions and the behaviour of other market participants. Other unknown or unpredictable factors could also cause actual results to differ materially from those in the forward looking statements. Therefore investors should not place undue reliance on such statements as a prediction of actual results.

Bidco and Kewill and their respective affiliates assume no obligation in respect of, and do not intend to update, these forward-looking statements, whether as a result of new information, future events or otherwise, except as required pursuant to applicable law.

Not a Profit Forecast

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Bidco group, the Kewill group or the enlarged Bidco Group following completion of the Acquisition unless otherwise stated.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

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).

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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

Information Relating to Kewill Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Kewill Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kewill may be provided to Bidco during the offer period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Kewill's website (www.Kewill.com/uk) by no later than 12 noon (London time) on 13 June 2012.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Kewill's website (or any other website) is incorporated into, or forms part of, this announcement.

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

12 June 2012

RECOMMENDED CASH ACQUISITION

KEWILL PLC

KESTREL BIDCO LIMITED a newly established company indirectly owned by

STG IV, L.P., a fund managed by Symphony

and

WITHDRAWAL OF RECOMMENDATION OF KINETIC OFFER AND

CANCELLATION OF COURT HEARING TO SANCTION THE KINETIC SCHEME

   1.       Introduction

The Kewill Directors and the Bidco Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer under which Bidco will acquire the entire issued and to be issued ordinary share capital of Kewill.

   2.       The Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

Pursuant to the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Kewill Shareholders will receive:

106 pence in cash for each Kewill Share

The consideration of 106 pence in cash for each Kewill Share values the existing issued and to be issued share capital of Kewill at approximately GBP99.6 million and represents a premium of approximately:

   --           10.4 per cent. to the 96 pence per Kewill Share being offered under the Kinetic Offer;

-- 39.5 per cent. to the Closing Price of 76.0 pence per Kewill Share on 1 May 2012, being the Business Day before the announcement of the Kinetic Offer;

-- 50.0 per cent. to the Volume Weighted Average Price of a Kewill Share in the month prior to 1 May 2012, being the Business Day before the announcement of the Kinetic Offer, of 70.7 pence; and

-- 46.7 per cent. to the Volume Weighted Average Price of a Kewill Share in the three months prior to 1 May 2012, being the Business Day before the announcement of the Kinetic Offer, of 72.3 pence.

   3.       Background to, and reasons for, the Acquisition

Symphony Technology Group has significant experience in the enterprise software sector and particularly in the use of software and information services to bring efficiencies to the supply chain. Kewill is recognised as a leading specialist provider of global trade and logistics solutions and Symphony recognises the value of its domain expertise, product portfolio and customer relationships, as well as the potential of Kewill to augment its growth through innovation and further acquisitions. Symphony Technology Group is ideally placed to bring relevant operational and industry expertise to Kewill, as well as capital, to support a strategy to create long term value. Symphony believes that this strategy can best be pursued under private ownership such that Kewill can prioritise strategic development over the demands of a public listing.

   4.       Recommendation of the Acquisition and withdrawal of the Kinetic Offer recommendation

The Kewill Directors, who have been so advised by Investec, consider the terms of the Acquisition to be fair and reasonable and materially better than those represented by the Kinetic Offer. In providing advice to the Kewill Directors, Investec has taken into account the commercial assessments of the Kewill Directors. Investec is providing independent financial advice for the purposes of Rule 3 of the Code to the Kewill Directors.

Accordingly, the Kewill Directors intend to recommend unanimously that Kewill Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

The Kewill Directors' recommendation of the Kinetic Offer has accordingly been withdrawn with immediate effect in favour of the Acquisition and the Kewill Directors will therefore not seek the sanction of the Court in connection with the Kinetic Offer at the Court hearing scheduled for 13 June 2012.

   5.       Background to and reasons for the recommendation

The Kewill Directors announced the background to and reasons for their recommendation of the Kinetic Offer of 96 pence in cash per Kewill Share on 1 May 2012, details of which can be found in the announcement made by Kinetic under Rule 2.7 of the Code on 2 May 2012 and the scheme document posted to shareholders published on 3 May 2012.

Since that time, the Kewill Directors have received a competing proposal from Bidco at 106 pence in cash per Kewill Share which they believe is a material improvement for Kewill Shareholders on the Kinetic Offer.

   6.       Irrevocable undertakings

Bidco has received irrevocable undertakings from Aviva Investors Global Services Limited, Herald Investment Management and Henderson Global Investors Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 7,754,918 Kewill Shares, representing approximately 8.52 per cent. of the existing issued ordinary share capital of Kewill.

These irrevocable undertakings will cease to be binding in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by 10 per cent. or more per Kewill Share.

Further details of these irrevocable undertakings are set out in Appendix III to this announcement and copies have been put on display in accordance with paragraph 19 below.

   7.       Information on Bidco and Symphony Technology Group

Bidco

Bidco is a newly-incorporated company formed for the purpose of the Acquisition and indirectly wholly owned by STG IV L.P., a fund managed by Symphony. Bidco is incorporated under the laws of England and Wales and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Acquisition and the financing of the Acquisition.

Symphony Technology Group

Symphony Technology Group is a strategic private equity firm with the mission of investing in and building software and services companies. In addition to capital, Symphony Technology Group provides strategic and operational expertise to enable its companies to optimise the value delivered to their customers, to drive growth through innovation, to retain and attract the best talent and to achieve best-in-class business performance.

Symphony Technology Group's current portfolio comprises over 13 companies with headquarters across the US and Europe. Founded in 2002, Symphony Technology Group has approximately $2 billion under management and closed its latest fund, STG IV, at approximately $870 million in March 2012.

   8.        Information on Kewill

Kewill was founded in 1972 and is headquartered in Guildford, United Kingdom, and has offices in eight countries, including the United Kingdom, the United States of America, the Netherlands, Germany, Singapore and the People's Republic of China.

Kewill delivers solutions that accelerate global trade and logistics. Kewill's software enables customers to accelerate their customs and forwarding, transportation & logistics, and eCommerce & B2B integration and thus drive revenue growth and measurable cost savings.

Kewill has delivered global trade and logistics solutions to some of the most sophisticated companies in the world. Over 7,000 businesses use Kewill solutions including Ingersoll Rand, DHL, UPS, TNT, Hankyu Hanshin, Scott's & Co., Hitachi, WaverleyTBS, Mothercare, Black & Decker and Damco.

In its unaudited interim results for the six months ended 30 September 2011, Kewill had revenues of GBP27.2 million (30 September 2010: GBP28.9 million) and a loss before tax of GBP738,000 (30 September 2010: profit of GBP619,000). As at 30 September 2011, total assets were GBP78.0 million (30 September 2010: GBP77.5 million) and net assets were GBP56.4 million (30 September 2010: GBP53.6 million).

On 15 May 2012, the Kewill Board announced a profit estimate, confirming that the adjusted operating profit of the Kewill Group for the year ended 31 March 2012 is expected to be GBP9.3 million. In connection with the profit estimate the Board of Kewill also published a consulting accountant's report on the accounting policies and calculations for the profit estimate pursuant to Rule 28.3 of the Code, together with comments on the profit estimate from Investec. Please refer to Appendix IV of this announcement for further details.

   9.       Kewill current trading

The Board of Kewill confirms that Kewill is trading in line with management expectations.

   10.     Management, employees and locations

Symphony and Bidco recognise the skills, technical ability and experience of the existing management and employees of Kewill. Symphony respects these capabilities and intends to invest in and grow Kewill's business and solutions. Accordingly, Symphony intends that the existing employment rights, including pension rights, of all Kewill employees will be fully safeguarded on completion of the Acquisition.

Following the Effective Date, Symphony intends to work with Kewill's employees to complete a review of its operations and business lines. The review may result in changes to the employee base, locations and operations of Kewill.

Each of the non-executive directors of Kewill has agreed to resign from the board of Kewill conditional upon, and with effect from, the Effective Date. Paul Nichols, Chief Executive Officer of Kewill, intends to remain in his position for a limited transitionary period following completion of the Acquisition.

Paul Nichols and Kewill have agreed, subject to and conditional upon completion of the Acquisition, certain compromise arrangements relating to the cessation of his employment. Further details of these arrangements will be set out in the Scheme Document.

   11.     Kewill Share Schemes

Participants in the Kewill Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Kewill Share Schemes and appropriate proposals will be made to participants at the same time as the publication of the Scheme Document unless otherwise agreed with the Panel.

   12.     Financing

The cash consideration payable by Bidco under the Acquisition is being financed entirely by funding to be invested indirectly by the Symphony Funds. Bidco may, in due course, seek to substitute or refinance such funding with third party debt funding.

Altium, financial adviser to Bidco and Symphony, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the consideration payable to Kewill Shareholders in connection with the Acquisition.

   13.     Confidentiality agreement

Symphony and Kewill entered into a confidentiality agreement on 11 May 2012, pursuant to which Symphony has undertaken to keep confidential information relating to Kewill and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.

   14.     Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Kewill and the Scheme Shareholders under Part 26 of the 2006 Act. The purpose of the Scheme is to provide for Bidco, an indirectly wholly-owned subsidiary of STG IV L.P., to become the owner of the whole of the issued ordinary share capital of Kewill. The procedure will involve, among other things, an application by Kewill to the Court to sanction the scheme and confirm the cancellation of all Scheme Shares, in consideration for which the Scheme Shareholders will receive cash on the basis set out in paragraph 2 above.

The Scheme is subject to the Conditions and to certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

The Conditions in paragraph 1 of Appendix I to this announcement provide that the Acquisition will lapse if (amongst other things):

-- the Scheme does not become effective by 27 October 2012 (or such later date as Bidco and Kewill may, with the consent of the Panel, agree and (if required) the Court may allow);

-- the approval of the Scheme by a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

-- the approval of certain matters relating to the Scheme and the related Capital Reduction being duly passed by the requisite majorities at the General Meeting; and

-- the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by Kewill and Bidco) and the delivery of office copies of the Court Orders to the Registrar of Companies.

Upon the Scheme becoming effective, (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting and (ii) share certificates in respect of the Kewill Shares will cease to be valid and entitlements to Kewill Shares held within the CREST system will be cancelled.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in Scheme Document which will be despatched to Kewill Shareholders as soon as practicable and in any event, within 28 days of this announcement.

If the Scheme does not become effective on or before 27 October 2012, it will lapse and the Acquisition will not proceed (unless the parties agree otherwise with the consent of the Panel).

Bidco reserves the right, subject to the prior consent of the Panel, to elect to implement the acquisition of the Kewill Shares by way of a takeover offer (as such term is defined in section 979 of the 2006 Act). In such event, such takeover offer will be implemented on the same terms (subject to appropriate amendments as described in paragraph 1.5 of Appendix I to this announcement), so far as applicable, as those which would apply to the Scheme. Furthermore, if sufficient acceptances of such offer are received and/or sufficient Kewill Shares are otherwise acquired, it is the intention of Bidco to apply the provisions of section 979 of the 2006 Act to acquire compulsorily any outstanding Kewill Shares to which such offer relates.

   15.     Delisting and re-registration

On or shortly after the Effective Date, it is intended that an application will be made to the UK Listing Authority for the cancellation of the listing of Kewill Shares on the Official List and to the London Stock Exchange for the cancellation of trading in the Kewill Shares on the London Stock Exchange's main market for listed securities.

It is also proposed that, following the Effective Date and after its shares are delisted, Kewill will be re-registered as a private limited company pursuant to the relevant provisions of the 2006 Act.

   16.     Disclosures of interests in Kewill Shares

Save for the irrevocable undertakings referred to in paragraph 6 above as at the close of business on 11June 2012, being the last practicable date prior to the publication of this announcement, none of Bidco or any of its directors or Symphony or, so far as Symphony and the Bidco Directors are aware, any person acting, or deemed to be acting, in concert with Bidco, hold any interests in Kewill Shares.

   17.     Overseas shareholders

The availability of the Acquisition or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas Kewill Shareholders will be contained in the Scheme Document.

   18.     General

The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this announcement and to those terms which will be set out in the Scheme Document and the Forms of Proxy. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Acquisition. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FSA.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement. Details of Kewill's profit estimate released on 15 May 2012, and reports thereon, are contained in Appendix IV to this announcement. Certain terms used in this announcement are defined in Appendix V to this announcement.

   19.     Documents on display

Copies of this announcement, the confidentiality agreement referred to in paragraph 13 above and the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this announcement will be made available on Kewill's website at www.Kewill.com/uk by no later than 12 noon (London time) on 13 June 2012 until the end of the Offer Period.

 
 Enquiries: 
                                                  Tel: +44 (0) 20 8939 
 Bidco and Symphony                                               2837 
 William Chisholm 
  Paul Lewington 
 
  Altium (Financial adviser to Bidco and          Tel: +44 (0) 20 7484 
  Symphony)                                                       4040 
 Ben Thorne 
  Stephen Georgiadis 
 Kewill                                       Tel: +44 (0) 1483 406080 
 Paul Nichols 
  David Gibbon 
 
  Investec (Financial adviser and corporate       Tel: +44 (0) 20 7597 
  broker to Kewill)                                               5000 
 Andrew Pinder / Patrick Robb 
  Dominic Emery / Junya Iwamoto 
 FTI Consulting (Public relations adviser         Tel: +44 (0) 20 7269 
  to Kewill)                                                      7147 
 Edward Bridges 
  Marc Cohen

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement referred to herein.

Notice to US holders of Kewill Shares

The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act and will be governed by English law. Neither the proxy solicitation rules nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. Financial information included or referred to in this announcement or the Scheme Document, or which may be incorporated by reference into the Scheme Document, has been or will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the accounting standards applicable to financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Bidcoelects to implement the acquisition of the Kewill Shares by way of a contractual offer, the Acquisition will be made in compliance with applicable securities laws and regulations.

Overseas Shareholders

Further details in relation to overseas shareholders will be contained in the Scheme Document.

Forward-Looking Statements

Not a Profit Forecast

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Bidco group, the Kewill group or the enlarged Bidco group following completion of the Acquisition unless otherwise stated.

Dealing Disclosure Requirements

Information Relating to Kewill Shareholders

Publication on Website

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme

1.1 The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than 27 October 2012, or such later date (if any) as Bidco and Kewill may, with the consent of the Panel agree and (if required) the Court may approve.

   1.2   The Scheme will be subject to the following conditions:

(a) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Kewill at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof);

(b) all resolutions required to implement the Scheme and approve the related Capital Reduction being duly passed by Kewill Shareholders by the requisite majorities at the General Meeting (or any adjournment thereof); and

(c) the sanction of the Scheme by the Court and confirmation of the Capital Reduction by the Court (in either case with or without modification but subject to any modification being on terms reasonably acceptable to Kewill and Bidco) and (A) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (B) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies.

1.3 Subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

(a) all necessary merger control approvals or clearances required under section 35 et seq. of the German Act against restraints on Competition (Gesetz gegen Wettbewerbsbeschrank-ungen) in connection with the Acquisition or any aspect of the Acquisition having been obtained or having been deemed to be obtained as a result of the expiry, lapse or termination of any applicable waiting periods;

(b) other than in respect of Condition 1.3(a), all material notifications, filings or applications which are necessary having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Kewill or any other member of the Wider Kewill Group by any member of the Wider Bidco Group and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Kewill Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Kewill Group in any jurisdiction remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where the absence of such Authorisation would have a material adverse effect on the Wider Kewill Group;

Antitrust and regulatory

(c) no antitrust regulator or Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to in each case which would or might reasonably be expected to be material in the context of the Wider Kewill Group, or Wider Bidco Group , as the case may be, when taken as a whole:

(i) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Kewill Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Kewill Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Kewill Group (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Kewill or on the ability of any member of the Wider Kewill Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Kewill Group;

(iv) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Kewill Group;

(v) result in any member of the Wider Kewill Group ceasing to be able to carry on business under any name under which it presently carries on business (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(vi) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Kewill by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Kewill by any member of the Wider Bidco Group ;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Kewill Group; or

(viii) impose any material limitation on the ability of any member of the Wider Bidco Group or of any member of the Wider Kewill Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Kewill Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Kewill Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Kewill Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Kewill or because of a change in the control or management of any member of the Wider Kewill Group, would or might reasonably be expected to result in, to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Kewill Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement 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 Kewill Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Kewill Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Kewill Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) any member of the Wider Kewill Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) the value of, or the financial or trading position of any member of the Wider Kewill Group being prejudiced or adversely affected; or

(vii) the creation of any liability (actual or contingent) by any member of the Wider Kewill Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Kewill Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions 1.3(d)(i) to 1.3(i)(vii) to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole;

Certain events occurring since 31 March 2011

   (e)      save as Disclosed, no member of the Wider Kewill Group having since 31 March 2011:

(i) issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Kewill Shares out of treasury (except, in each case, where relevant, as between Kewill and wholly owned subsidiaries of Kewill or between the wholly owned subsidiaries of Kewill and except for the issue or transfer out of treasury of Kewill Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Kewill Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Kewill to Kewill or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Kewill and its wholly owned subsidiaries or between the wholly owned subsidiaries of Kewill and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole;

(iv) except for transactions in the ordinary course of business or between the Wider Kewill Group and its wholly owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

(v) issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Kewill and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider Kewill Group taken as a whole;

(vi) entered into or varied or authorised or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude which is material in the context of the Wider Kewill Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director of Kewill;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Kewill Group (in a manner which is material in the context of the Wider Kewill Group taken as a whole);

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph 1.3(e)(i) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition);

(x) (other than in respect of claims between Kewill and any wholly owned subsidiaries of Kewill and otherwise than in the ordinary course of business) waived, compromised or settled any claim which is material in the context of the Wider Kewill Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Kewill Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Kewill Group taken as a whole;

(xii) save as envisaged in accordance with the terms of the Scheme made any alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Acquisition;

(xiii) made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to (in each case which is material to the Wider Kewill Group taken as a whole);

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) (other than in respect of a member of the Wider Kewill Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case which is material in the context of the Wider Kewill Group taken as a whole;

(xvi) (other than for transactions between Kewill and its wholly-owned subsidiaries or between the wholly owned subsidiaries of Kewill and transactions in the ordinary course of business) made, authorised or announced an intention to propose any change in its loan capital to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole; or

(xvii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 1.3(e);

No adverse change, litigation, regulatory enquiry or similar

   (f)       save as Disclosed, since 31 March 2011:

(i) no adverse change having occurred in the business, assets, financial or trading position or profits of any member of the Wider Kewill Group which is material in the context of the Wider Kewill Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Kewill Group or to which any member of the Wider Kewill Group is or may become a party (whether as claimant, defendant or otherwise), in each case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Kewill Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Kewill Group, in each case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability in respect of any member of the Wider Kewill Group having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Kewill Group to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Kewill Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Kewill Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information, liabilities and environmental issues

   (g)      save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Kewill Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Kewill Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (in each case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(ii) that any member of the Wider Kewill Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Kewill Group taken as a whole;

(iii) that any past or present member of the Wider Kewill Group has not complied in any respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Kewill Group (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(iv) that there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Kewill Group (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole); or

(v) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Kewill Group, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole).

(h) save as Disclosed, Bidco not having discovered that any past or present member of the Wider Kewill Group has:

(i) paid or agreed to pay any bribe including any 'inducement fee', given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, or done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010; or

   (ii)      engaged in any business with or made any investments in, or made any payments to:

(A) any government, entity or individual with which US persons are prohibited from engaging in activities or doing business by US laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control; or

(B) any government, entity or individual targeted by any of the economic sanctions of the United Kingdom and administered by the Bank of England; and

(i) save as Disclosed, no circumstance having arisen or event having occurred since the date of this announcement in relation to any intellectual property owned, used or licensed by the Wider Kewill Group or to any third parties, including:

(i) any member of the Wider Kewill Group losing its title to any intellectual property or any intellectual property owned by the Wider Kewill Group being revoked, cancelled or declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Kewill Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Wider Kewill Group infringed the intellectual property rights of a third party or any member of the Wider Kewill Group being found to have infringed the intellectual property rights of a third party,

in each case, which is material in the context of the Wider Kewill Group taken as a whole.

Part B: Certain further terms of the Acquisition

1.1 To the extent permitted by law and subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part, all or any of the above Conditions 1.3(a) to 1.3(i) (inclusive).

1.2 If Bidco is required by the Panel to make an offer for Kewill Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

1.3 The Scheme will be subject to applicable requirements of the Code, the Panel, the FSA and the London Stock Exchange.

1.4 Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such 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.

1.5 Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of an Offer. In such event, the Acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Bidco may, subject to the rules of the Code and the consent of the Panel, decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme.

1.6 The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

1.7 The Acquisition will lapse and the Scheme will not proceed if, before the date of the Meetings:

(a) the Acquisition or any matter arising from it is referred to the Competition Commission; or

(b) following a request to the European Commission under Rule 22(3) of the EC Merger Regulation in relation to the Acquisition or any part of it which is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the EC Merger Regulation.

1.8 The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.

1.9 Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Acquisition. The Conditions contained in paragraph 1.1 and 1.2 of Part A are not subject to this provision of the Code.

1.10 The Acquisition will be governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document.

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

1.1 The value of Kewill's existing issued and to be issued ordinary share capital as implied by the offer price stated in paragraph 2 of this announcement is based on:

(a) an issued ordinary share capital of 90,971,176 Kewill Shares as per the confirmation by Kewill pursuant to Rule 2.10 of the Code on 12 June 2012; and

(b) a maximum number of 3,021,323 new Kewill Shares that can be allotted pursuant to options granted under the Kewill Share Schemes and which have an exercise price of less than 106 pence per Kewill Share.

1.2 Unless otherwise stated, all prices and closing prices for Kewill Shares are closing middle market quotations derived from the Daily Official List.

1.3 The premium calculations to the price per Kewill Share has been calculated by reference to (i) the price of 96 pence per Kewill Share contained in the announcement of the Kinetic Offer made pursuant to Rule 2.7 of the Code on 2 May 2012 and (ii) a price of 76 pence per Kewill Share, being the Closing Price on 1 May 2012, the Business Day prior to the announcement of the Kinetic Offer.

1.4 The premium calculations to the Volume Weighted Average Price per Kewill Share have been calculated by reference to the volume weighted average of the daily volume weighted price, being 70.7 pence per Kewill Share over the month prior to the announcement of the Kinetic Offer and 72.3 pence per Kewill Share over the three months prior to the announcement of the Kinetic Offer (sourced from Bloomberg).

1.5 Unless otherwise stated, the financial information relating to Kewill is extracted from the audited consolidated financial statements of Kewill for the financial year ended 31 March 2011 or from the interim results statement of Kewill for the six months ended 30 September 2011.

1.6 The adjusted operating profit referred to in paragraph 4 of this announcement is based on unaudited financial information for Kewill for the year ended 31 March 2012.

APPENDIX III

IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Kewill Shares have given irrevocable undertakings to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

 
 Name                                       Number of Kewill Shares   % of Kewill Shares in issue 
 Aviva Investors Global Services Limited                  4,520,077                          4.97 
 Henderson Global Investors Limited                       1,040,274                          1.14 
 Herald Investment Management Limited                     2,194,567                          2.41 
 TOTAL                                                    7,754,918                          8.52

Aviva Investors Global Services Limited

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Aviva Investors Global Services Limited ("Aviva") in respect of 4,520,077 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 4.97 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from Aviva will cease to be binding:

(a) in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by 10 per cent. or more;

(b) if the Scheme Document or formal document containing the Offer (as applicable) has not been posted within 28 days of the date of this announcement or within such longer period as Bidco and Kewill may, with the consent of the Panel, determine;

(c) if the Scheme or Offer lapses or is withdrawn without becoming (as applicable) effective or unconditional in all respects;

(d) in the event the Acquisition is carried out by way of an Offer, on the expiry of 14 days from the date on which the Offer becomes unconditional or such longer period, up to a maximum of 2 months, specified in the formal document containing the Offer over which the Offer remains open for acceptance;

(e) if Aviva are required to withdraw their undertaking by any court or competent regulator; or

(f) if there is a material change in the information relating to the Acquisition upon which Aviva's decision to provide their undertaking was based and Aviva deem it necessary to revoke their undertaking as a result thereof.

Henderson Global Investors Limited

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Henderson Global Investors Limited ("Henderson") in respect of 1,040,274 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 1.14 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of an Offer.

The irrevocable undertaking received from Henderson will cease to be binding:

(a) if the Scheme Document has not been posted within 28 days of the date of this announcement or within such longer period as Bidco and Kewill may, with the consent of the Panel, determine (save that if Bidco elects to proceed by way of an Offer under the Code then such date shall be extended to the date which is 28 days after the date of any announcement announcing the change in structure of the Acquisition);

(b) if the Scheme does not become effective by the long stop date set out in this announcement (other than in circumstances where Bidco has, prior to such date, elected to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Code and such Offer has not lapsed or been withdrawn); or

(c) in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by 10 per cent. or more.

Herald Investment Management Limited

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Herald Investment Management Limited ("Herald") in respect of 2,194,567 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 2.41 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of an Offer.

The irrevocable undertaking received from Herald will cease to be binding:

(c) in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by 10 per cent. or more.

APPENDIX IV

On 15 May 2012, Kewill made the following announcement:

"KEWILL PROFIT ESTIMATE

15 May 2012

Introduction

On the 5 April 2012, Kewill announced a trading update for the year ended 31 March 2012. The Board of Kewill is aware that certain statements in that trading update constitute a profit estimate for the financial year ended 31 March pursuant to Rule 28.6 of the Code (the "Profit Estimate Announcement").

Unless otherwise defined, the definitions used in this announcement have the same meaning as used in the circular sent to shareholders on 3 May 2012 (the "Scheme Document").

Profit Estimate

The Profit Estimate Announcement referred to Kewill's trading performance and profitability and, in particular, contained the following statement:

"...the Board expects to report revenue and adjusted operating profit at similar levels to FY2011, and therefore, below the current consensus of market expectations for the year just ended."

The Board of Kewill can now confirm that the Adjusted Operating Profit for the year ended 31 March 2012 is expected to be GBP9.3m.

This is subject to the basis of preparation and principal assumptions set out below.

The definition of Adjusted Operating Profit was amended in the interim accounts for the six months to 30 September 2011 to include the exclusion of reorganisation expenses (which were GBPnil in the year ended 31 March 2011) and the Board of Kewill expects the definition of Adjusted Operating Profit in Kewill's annual report for the year ended 31 March 2012 to exclude impairments (which were GBPnil in the year ended 31 March 2011).

The Board of Kewill has stated publicly (including in the statutory accounts for the year ended 31 March 2011) that they regard Adjusted Operating Profit as "providing additional useful information on trends in underlying performance" and as such believe that the exclusion of reorganisation and impairment costs can be seen to be consistent with this assertion.

Adjusted Operating Profit is therefore defined as being profit before amortisation of intangibles, share based payment charges, expensed acquisition costs, reorganisation costs and impairment costs.

A report on the above profit estimate from each of Investec and Deloitte is attached to this announcement. Both Investec and Deloitte have given, and not withdrawn, their consent for the inclusion of their respective reports.

Bases of preparation and principal assumptions

The Profit Estimate is based on the unaudited half year financial statements for the six months ended 30 September 2011, and the unaudited management accounts for the six months ended 31 March 2012.

The Profit Estimate is subject to the following assumptions:

(a) no events will arise between 15 May 2012 and the date on which the Group announces its audited results for FY12 which would require incorporation in the FY12 results in accordance with the Group's accounting policies under IFRS; and

(b) there will be no retrospective change in legislation or regulatory requirements that will have a material impact on the Group's operations.

The Profit Estimate has been prepared on a basis consistent with Kewill's accounting policies which are based on International Financial Reporting Standards (IFRS) as adopted by the European Union and which will be applicable for the year ended 31 March 2012.

No account has been taken of any costs incurred in relation to the Acquisition."

The above Kewill announcement dated 15 May 2012 referred to reports on the Kewill profit estimate prepared by Investec and Deloitte. The Investec report referred to in the Kewill announcement dated 15 May 2012 can be found at:

http://www.rns-pdf.londonstockexchange.com/rns/3272D_-2012-5-14.pdf

The Deloitte report referred to in the Kewill announcement dated 15 May 2012 can be found at:

http://www.rns-pdf.londonstockexchange.com/rns/3272D_1-2012-5-14.pdf

Both Investec and Deloitte have given, and not withdrawn, their consent for the inclusion of their respective reports.

APPENDIX V DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

 
 "2006 Act"                      the Companies Act 2006, as amended; 
 "Acquisition"                   the proposed acquisition of the entire 
                                  issued and to be issued share capital 
                                  of Kewill by Bidco whether implemented 
                                  by the Scheme or (should Bidco so elect, 
                                  subject to the consent of the Panel) 
                                  by way of the Offer; 
 "Altium"                        Altium Capital Limited, financial adviser 
                                  to Bidco and Symphony; 
 "Authorisations"                regulatory authorisations, orders, 
                                  recognitions, grants, consents, clearances, 
                                  confirmations, certificates, licences, 
                                  permissions or approvals; 
 "Bidco"                         Kestrel Bidco Limited, a company which 
                                  has been established for the purposes 
                                  of the Acquisition and which is indirectly 
                                  wholly owned by STG IV L.P., a fund 
                                  managed by Symphony; 
 "Bidco Directors"               the directors of Bidco as at the date 
                                  of this announcement; 
 "Business Day"                  a day (other than Saturdays, Sundays 
                                  and UK public holidays) on which banks 
                                  are open for business in London; 
 "Capital Reduction"             the reduction of Kewill's share capital 
                                  provided for by the Scheme; 
 "Closing Price"                 the middle market price of a Kewill 
                                  Share at the close of business on the 
                                  day to which such price relates, as 
                                  derived from the Daily Official List 
                                  of the London Stock Exchange for that 
                                  day; 
 "Code"                          the City Code on Takeovers and Mergers; 
 "Competition Commission"        the UK Competition Commission; 
 "Conditions"                    the conditions to the Acquisition, 
                                  as set out in Appendix I of this announcement 
                                  and to be set out in the Scheme Document 
                                  (or where Bidco has elected to implement 
                                  the Acquisition by way of the Offer, 
                                  those conditions to be set out in the 
                                  offer document) and Condition shall 
                                  be construed accordingly; 
 "connected person(s)"           has the same meaning as in sections 
                                  252 to 256 of the 2006 Act; 
 "Court"                         the High Court of Justice in England 
                                  and Wales; 
 "Court Meeting"                 the meeting of Scheme Shareholders 
                                  and any separate class meeting which 
                                  may be required (and any adjournment 
                                  thereof) to be convened pursuant to 
                                  an order of the Court under Part 26 
                                  of the 2006 Act for the purposes of 
                                  considering and, if thought fit, approving 
                                  the Scheme (with or without amendment); 
 "Court Order(s)"                the order(s) of the Court sanctioning 
                                  the Scheme and confirming the related 
                                  Capital Reduction; 
 "CREST"                         a relevant system (as defined in the 
                                  Regulations) in respect of which Euroclear 
                                  is the Operator (as defined in the 
                                  Regulations); 
 "Daily Official List"           the daily official list of the London 
                                  Stock Exchange; 
 "Dealing Disclosure"            has the same meaning as in Rule 8 of 
                                  the Code; 
 "Disclosed"                     the information disclosed in: (i) the 
                                  Kewill annual report and accounts in 
                                  respect of the financial year ended 
                                  31 March 2011; (ii) the Kewill interim 
                                  results for the six months ended on 
                                  30 September 2011; (iii) any public 
                                  announcement by Kewill to a Regulatory 
                                  Information Service on or before 5.00 
                                  p.m. on the Business Day prior the 
                                  date of this announcement; or (iv) 
                                  any other matter fairly disclosed (in 
                                  sufficient detail to allow Bidco to 
                                  identify the nature and scope of the 
                                  relevant fact, matter or circumstance) 
                                  on or before 5.00 p.m. on the Business 
                                  Day prior the date of this announcement; 
 "EC Merger Regulation"          Council Regulation (EC) No. 139/2004; 
 "Effective Date"                the date on which the Scheme becomes 
                                  effective in accordance with its terms 
                                  or where Bidco has elected to implement 
                                  the Acquisition by way of the Offer, 
                                  when the Offer has become unconditional 
                                  in all respects; 
 "Excluded Shares"               any Kewill Shares which are registered 
                                  in the name of or beneficially owned 
                                  by any member of the Wider Bidco Group 
                                  or its nominee(s) at the relevant time 
                                  and any Kewill Shares held in treasury; 
 "Forms of Proxy"                the forms of proxy for use at the Court 
                                  Meeting and the General Meeting; 
 "FSA"                           the Financial Services Authority in 
                                  its capacity as the competent authority 
                                  for the purposes of Part VI of the 
                                  FSMA; 
 "FSMA"                          the Financial Services and Markets 
                                  Act 2000; 
 "General Meeting"               the general meeting of Kewill Shareholders 
                                  (and any adjournment thereof) to be 
                                  convened in connection with the Scheme; 
 "Investec"                      Investec Bank plc, financial adviser 
                                  and corporate broker to Kewill; 
 "Kewill"                        Kewill plc, a company incorporated 
                                  in England and Wales with registered 
                                  number 1037515; 
 "Kewill Directors"              the directors of Kewill as at the date 
                                  of this announcement; 
 "Kewill Shareholders"           the holders of Kewill Shares; 
 "Kewill Share Schemes"          together, the 1995 Executive Share 
                                  Option Scheme, the 1995 Executive Share 
                                  Option (No. 2) Scheme, the Performance 
                                  Share Plan and the 2011 Performance 
                                  Share Plan; 
 "Kewill Shares"                 ordinary shares of one penny each in 
                                  the capital of Kewill; 
 "Kinetic"                       Kinetic Bidco Limited, an investment 
                                  vehicle indirectly owned by the Francisco 
                                  Partners III (Cayman), L.P. and Francisco 
                                  Partners Parallel Fund III (Cayman), 
                                  L.P.; 
 "Kinetic Offer" or "Kinetic     the offer for the entire issued and 
  Scheme"                         to be issued share capital of Kewill 
                                  for 96 pence in cash per Kewill Share 
                                  made by Kinetic and announced on 2 
                                  May 2012, proposed to be implemented 
                                  by way of scheme of arrangement, such 
                                  scheme document having been published 
                                  on 3 May 2012; 
 "London Stock Exchange"         London Stock Exchange plc; 
 "Offer"                         if, subject to the consent of the Panel, 
                                  Bidco elects to effect the Acquisition 
                                  by way of a takeover offer, the offer 
                                  to be made by Bidco to acquire the 
                                  entire issued and to be issued ordinary 
                                  share capital of Kewill on the terms 
                                  and subject to the conditions to be 
                                  set out in the related offer document 
                                  and, where the context admits, any 
                                  subsequent revisions, variations, extension 
                                  or renewal of such offer; 
 "Offer Period"                  the offer period (as defined by the 
                                  Code) relating to Kewill, which commenced 
                                  on 2 May 2012, the date of the announcement 
                                  of the Kinetic Offer; 
 "Opening Position Disclosure"   has the same meaning as in Rule 8 of 
                                  the Code; 
 "Overseas Shareholders"         Kewill Shareholders with registered 
                                  addresses outside the United Kingdom 
                                  or who are not resident in, or nationals 
                                  or citizens of, the United Kingdom; 
 "Panel"                         the Panel on Takeovers and Mergers; 
 "Reduction Record Time"         the time and date specified as such 
                                  in the Scheme Document expected to 
                                  be 6.00 p.m. on the Business Day immediately 
                                  preceding the date upon which the order 
                                  of the Court is made confirming the 
                                  Capital Reduction under Section 648 
                                  of the 2006 Act; 
 "Registrar of Companies"        the Registrar of Companies in England 
                                  and Wales; 
 "Regulations"                   the Uncertificated Securities Regulations 
                                  2001 (SI 2001 No. 3755), as amended 
                                  from time to time; 
 "Regulatory Information         a service approved by the London Stock 
  Service"                        Exchange for the distribution to the 
                                  public of regulatory announcements 
                                  and included within the list maintained 
                                  on the London Stock Exchange's website; 
 "Restricted Jurisdiction"       any jurisdiction where extension or 
                                  acceptance of the Acquisition would 
                                  violate the law of that jurisdiction; 
 "Scheme"                        the proposed scheme of arrangement 
                                  under Part 26 of the 2006 Act to effect 
                                  the Acquisition between Kewill and 
                                  holders of Scheme Shares as described 
                                  in this announcement, the full terms 
                                  of which will be set out in the Scheme 
                                  Document with or subject to any modification, 
                                  addition or condition which Bidco and 
                                  Kewill may agree, and (if required), 
                                  the Court may approve or impose; 
 "Scheme Document"               the document to be sent to Kewill Shareholders, 
                                  containing and setting out the Scheme, 
                                  the notices convening the Court Meeting, 
                                  the General Meeting and the further 
                                  particulars required by Part 26 of 
                                  the 2006 Act; 
 "Scheme Shares"                 the Kewill Shares: 
                                 (i) in issue at the date of the Scheme 
                                  Document; 
                                 (ii) issued after the date of the Scheme 
                                  Document and before the Scheme Voting 
                                  Record Time (if any); and 
                                 (iii) issued at or after the Scheme 
                                  Voting Record Time and before the Reduction 
                                  Record Time in respect of which the 
                                  original or any subsequent holders 
                                  thereof are, or shall have agreed in 
                                  writing to be, bound by the Scheme 
                                  (if any), 
                                 in each case other than any Excluded 
                                  Shares; 
 "Scheme Shareholders"           the holders of Scheme Shares; 
 "Scheme Voting Record           the time and date specified in the 
  Time"                           Scheme Document by reference to which 
                                  entitlement to vote on the Scheme will 
                                  be determined; 
 "Substantial Interest"          in relation to an undertaking, a direct 
                                  or indirect interest of 20 per cent. 
                                  or more of the total voting rights 
                                  conferred by the equity share capital 
                                  (as defined in Section 548 of the 2006 
                                  Act) of such undertaking; 
 "Symphony"                      STG IV GP, L.P.; 
 "Symphony Funds"                STG IV, L.P. and STG IV-A, L.P.; 
 "Symphony Technology Group"     Symphony and any fund (including the 
                                  Symphony Funds), company or partnership, 
                                  owned, managed or advised by Symphony 
                                  and any of its or their affiliates 
                                  or associated companies 
 "Third Party"                   each of a central bank, government 
                                  or governmental, quasi-governmental, 
                                  supranational, statutory, regulatory, 
                                  environmental, administrative, fiscal 
                                  or investigative body, court, trade 
                                  agency, association, institution, environmental 
                                  body, or any other body or person whatsoever 
                                  in any jurisdiction; 
 "United Kingdom" or "UK"        the United Kingdom of Great Britain 
                                  and Northern Ireland; 
 "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; 
 "Volume Weighted Average        the volume weighted average of the 
  Price"                          daily volume weighted price of Kewill 
                                  Shares derived from Bloomberg; 
 "Wider Bidco Group "            Bidco, its parent undertakings, its 
                                  subsidiary undertakings, associated 
                                  undertakings and any other undertakings 
                                  in which that company and such undertakings 
                                  (aggregating their interests) have 
                                  a Substantial Interest; and 
 "Wider Kewill Group"            Kewill, its subsidiary undertakings, 
                                  associated undertakings and any other 
                                  undertakings in which that company 
                                  and such undertakings (aggregating 
                                  their interests) have a Substantial 
                                  Interest.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the 2006 Act.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

GBP and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

$ means US dollars, the lawful currency of the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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