NSB Nsb Retail

RNS Number:6401L
NSB Retail Systems PLC
11 January 2008

11 January 2008



                         NSB RETAIL SYSTEMS PLC ("NSB")

   RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION OF NSB   BY EPICOR SOFTWARE
                             CORPORATION ("EPICOR")
                        (ACTING THROUGH ITS WHOLLY-OWNED

                   SUBSIDIARY, EPICOR RETAIL SOLUTIONS, INC.)



                              RULE 8 ANNOUNCEMENT



In accordance with Rule 8 of the City Code on Takeovers and Mergers, NSB
announces that 3068358 Canada Inc. is with effect from 11 January 2008 entitled
to acquire 9,056 ordinary shares following the lapse of certain options under
the Long Term Incentive Stock Option Plan for Former Employees of STS Systems.
Further details of the rights of 3068358 Canada Inc. in relation to ordinary
shares subject to the Long Term Incentive Stock Option Plan for Former Employees
of STS Systems are set out in the circular posted to NSB Shareholders on 21
December 2007 (the "Scheme Document") containing, inter alia, the terms of the
scheme of arrangement to effect the acquisition of NSB by Epicor.



3068358 Canada Inc. has given an irrevocable undertaking to Epicor to vote in
favour of the scheme of arrangement, further details of which are set out in the
Scheme Document.  Any ordinary shares acquired by 3068358 Canada Inc. pursuant
to the rights referred to above (or otherwise) will be subject to the
irrevocable undertaking.





Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1 per cent. or more of any class of "relevant securities" of NSB, all "dealings"
in any "relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of NSB, they will be deemed to be a single
person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of NSB by NSB or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the London business day
following the date of the relevant transaction. A disclosure table, giving
details of the companies in whose "relevant securities" "dealings" should be
disclosed, and the number of such securities in issue, can be found on the
Takeover Panel's website at www.thetakeoverpanel.org.uk .



"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.


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