NSB Nsb Retail

RNS Number:5294K
NSB Retail Systems PLC
21 December 2007

 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.



21 December 2007


                             NSB RETAIL SYSTEMS PLC

                           POSTING OF SCHEME DOCUMENT



RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION OF NSB RETAIL SYSTEMS PLC ("NSB")
   BY EPICOR SOFTWARE CORPORATION ("EPICOR") (ACTING THROUGH ITS WHOLLY-OWNED
                   SUBSIDIARY, EPICOR RETAIL SOLUTIONS, INC.)



On the 17 December 2007 the boards of Epicor and NSB announced that they had
reached agreement on the terms of recommended Proposals for the acquisition of
NSB by Epicor (through its wholly-owned subsidiary Epicor Retail, Inc.). The
Transaction will be effected by means of a scheme of arrangement under section
425 of the Companies Act.



NSB announces that NSB is today posting a circular to NSB Shareholders (the "
Scheme Document") containing, inter alia, the terms of the Scheme, notices
convening the requisite court and shareholder meetings and details of the action
to be taken by NSB Shareholders.



As described in the Scheme Document, the Scheme will require, amongst other
things, the approval at the Court Meeting, convened for 10.00 a.m. on 16 January
2008, of a majority in number of the Scheme Shareholders present and voting,
either in person or by proxy, representing 75 per cent. or more in value of the
Scheme Shares voted and the passing of the Special Resolution at the General
Meeting, convened for 10.10 a.m. on 16 January 2008.  Both meetings will be held
at the offices of CMS Cameron McKenna LLP, Mitre House, 160 Aldersgate Street,
London EC1A 4DD, United Kingdom.



Following the Scheme Meeting and the General Meeting and the satisfaction (or,
where applicable, waiver) of the other Conditions, the Scheme must also be
sanctioned by the Court at the First Court Hearing expected to take place on 4
February 2008 and the associated Capital Reduction must be confirmed by the
Court at the Second Court Hearing expected to take place on the 6 February 2008.



It is expected that the Effective Date will be 7 February 2008.



Copies of the Scheme Document will be available for inspection at the UK Listing
Authority's Document Viewing Facility at The Financial Services Authority, 25
The North Colonnade, Canary Wharf, London E14 5HS (Tel: +44 (0) 20 7066 1000) as
soon as practicable after this announcement.



In addition, the Scheme Document will be available on NSB's website
www.nsbgroup.com.



Capitalised terms used, but not defined in this announcement, have the same
meaning as given to them in the Scheme Document.



Enquiries:


Epicor Software Corporation                                       Tel:        +1 949 585 4000
George Klaus
Michael Piraino
Mark Duffell
Damon Wright

UBS Investment Bank (financial adviser to Epicor)                 Tel:        +1 310 556 6700
John Joliet
Scott Jacobsen
Craig Calvert (UK)                                                Tel:        +44 (0) 20 7567 8000

NSB Retail Systems PLC                                            Tel:        +1 514 426 0822
Angus Monro
David Henning
Stuart Mitchell

Close Brothers (financial adviser to NSB)                         Tel:        +44 (0) 20 7655 3100
Simon Willis
James Craven

Dresdner Kleinwort (broker to NSB)                                Tel:        +44 (0) 20 7623 8000
James Rudd

RedLeaf Communications (PR adviser to NSB)                        Tel:        +44 (0) 20 7822 0200
Emma Kane
Samantha Robbins



UBS Investment Bank is acting exclusively as financial adviser to Epicor and no
one else in connection with the Proposals and will not be responsible to anyone
other than Epicor for providing the protections afforded to clients of UBS
Investment Bank or for providing advice in relation to the Proposals or any
other matters referred to in this Announcement.



Close Brothers, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for NSB and no one else in
connection with the Proposals and will not be responsible to anyone other than
NSB for providing the protections afforded to clients of Close Brothers or for
providing advice in relation to the Proposals or any other matters referred to
in this Announcement.



This Announcement is not intended to and does not constitute or form any part
of, an offer to sell or an invitation to purchase or the solicitation of an
offer to subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Proposals or otherwise.



The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should inform
themselves about, and observe, any applicable requirements.  This Announcement
has been prepared for the purpose of complying with English law and the Takeover
Code and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom.



The availability of the Proposals to persons not resident in the UK may be
affected by the laws of the relevant jurisdiction in which they are located.
Persons who are not resident in the United Kingdom should inform themselves of
and observe any applicable requirements.



The Proposals will be carried out by way of scheme of arrangement under UK law
and are subject to UK disclosure requirements, which are different from those of
the United States or Canada. The Proposals will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights,
timetable, settlement procedures and timing of payments that are different from
those applicable under US or Canadian procedures and law.



Each holder of NSB Shares is urged to consult his independent professional
advisers immediately regarding the tax consequences of the Proposals.




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

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