NSB Nsb Retail

RNS Number:9184L
NSB Retail Systems PLC
16 January 2008

 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.


16 January 2008

                             NSB RETAIL SYSTEMS PLC

                  RESULTS OF COURT MEETING AND GENERAL MEETING


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 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 Solutions, Inc.) to be
effected by means of a scheme of arrangement under section 425 of the Companies
Act.  On 21 December 2007, NSB dispatched 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.



The board of NSB is pleased to announce that at the Court Meeting held earlier
today to approve the proposed scheme of arrangement between NSB and holders of
Scheme Shares (as defined in the Scheme), the resolution approving the Scheme
was passed by the requisite majority on a poll.



The voting of those members who cast votes either in person or by proxy at the
Court Meeting is summarised below:


                   No. of Scheme        % of Scheme     No. of Scheme     % of Scheme       % of issued
                   Shareholders voting  Shareholders    Shares voted      Shares voted      Scheme Shares
                                        voting                                              voted


FOR                305                  96.83           235,996,742       99.96             61.92


AGAINST            10                   3.17            83,665            0.04              0.02



In addition, at the General Meeting also held earlier today, NSB Shareholders
passed the Special Resolution to, amongst other things, amend NSB's Articles,
approve the Scheme and approve the associated reduction of capital by the
requisite majority on a poll.



The voting of those members who cast votes either in person or by proxy at the
General Meeting is summarised below:


                      No. of NSB Shares voted         % of NSB Shares voted
FOR                   272,148,612                     99.97
AGAINST               77,147                          0.03



Implementation of the Proposals remains subject to the Court sanctioning the
Scheme, which is expected to take place on 4 February 2008, and the Court
confirming the associated Capital Reduction, which is expected to take place on
6 February 2008.  Subject to the sanction and confirmation of the Court on these
dates, the Effective Date of the Scheme is expected to be 7 February 2008.  It
is also expected that if the Scheme becomes effective on 7 February 2008,
listing of the NSB Shares will be cancelled at or about 8.00 a.m. on 8 February
2008. Settlement of the cash consideration is expected to be effected within 14
days of the Effective Date.



Copies of the resolutions passed at the NSB Court Meeting and General Meeting
will shortly be submitted to the Financial Services Authority ("FSA") and will
shortly be available for inspection by the public during normal business hours
on any weekday (except public holidays) at the FSA's Document Viewing Facility
which is situated at: Financial Services Authority, 25 The North Colonnade,
Canary Wharf, London E14 5HS (tel. +44 (0)20 7676 1000).



Capitalised terms used in this announcement have the same meanings as in the
Scheme Document.



All times referred to in this announcement are references to London time.



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.





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
END

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