RNS Number:7500V
Billing Services Group Limited
15 December 2005
For Immediate Release 15 December 2005
BILLING SERVICES GROUP LIMITED
("BSG" or the "Company")
Recommended Offer by Evolution Securities Limited
on behalf of Billing Services Group Limited
for the entire share capital of United Clearing Plc
The Boards of Billing Services Group Limited (AIM: BILL) - a leading clearing,
settlement, payment and financial risk management solutions provider for the
communications industry, and United Clearing Plc (AIM: UCL) - a provider of
outsourcing support services to the global cellular industry, today announce
they have reached agreement on the terms of a recommended offer ("the Offer") to
acquire the entire issued and to be issued share capital of United Clearing Plc.
Transaction Highlights
* Recommended all share offer to be made by Evolution Securities, on
behalf of BSG for all of the existing issued share capital of United
Clearing Plc.
* The Offer is being made on the basis of 1.385 New BSG Shares for each
United Clearing Share.
* The Offer values each United Clearing Share at approximately 131.6 pence
and all of the existing issued United Clearing Shares at approximately
#23.5m, on the basis of the Closing Price of 95 pence per BSG Share on 14
December 2005 (being the last business day prior to the publication of this
document). This represents a premium of 8.3 per cent. over the Closing Price
of United Clearing on 14 December 2005 (being the last business day prior to
the announcement of this Offer) and a premium of 14.9 per cent. over the
Closing Price of United Clearing on 11 October 2005 (being the last business
day prior to the commencement of the offer period).
* As at the date of this announcement, BSG has received irrevocable
commitments to accept the Offer in respect of 5,467,609 United Clearing
Shares (representing approximately 30.6 per cent of the existing issued
share capital of United Clearing).
Rationale for and benefits of the Offer
* Complementary fit between United Clearing products to BSG's existing
wireless product offering.
* BSG principally sells GSM data clearing services into the mobile
telecommunications industry whilst United Clearing provides financial
settlement services.
* BSG will investigate cross selling its advanced funding services,
currently offered in the U.S. fixed-line market, to certain United Clearing
wireless customers.
* The skills and expertise of the United Clearing management team will
further enhance its position in the GSM clearing and settlements market.
* BSG intends to leverage United Clearing's capabilities in the
establishment of its new convergence solutions.
Patrick J. Haynes III, Chief Executive of Billing Services Group Limited
commenting on the acquisition said;
"We are delighted to be announcing this offer for United Clearing today. We
anticipate excellent operational synergies between the two businesses and
believe the enhancements to our existing wireless offering will provide the
foundation to cross sell new services into our existing client base in both
Europe and North America."
Commenting on the Offer Atul Devani, Chief Executive of United Clearing Plc
said;
"United Clearing is delighted by Billing Services Group's announcement.
The range of services and expertise offered by both companies will enable
carriers across the world to take advantage of combining the advanced clearing
and settlement solutions for fixed, wireless and next generation technologies."
Billing Services Group Ltd Tel: +1 847 832 0077
Patrick J. Haynes III, Chief Executive
Randall Brouckman, Chief Operating Officer
Buchanan Communications Tel: +44 (0)20 7466 5000
Bobby Morse / Jeremy Garcia / James Strong
Evolution Securities Tel: +44 (0)20 7071 4300
Michael Brennan / Stuart Andrews / Fergus Marcroft
Binns & Co PR Ltd Tel: +44 (0)20 7786 9600
Peter Binns
Seymour Pierce Limited Tel: +44 (0)20 7107 8000
Mark Percy
About Billing Services Group Limited
Billing Services Group Limited is a leading global provider of clearing,
settlement, payment and financial risk management solutions for communications
service providers. The company processes over 15 billion transactions annually
for 570 of the world's largest communications companies throughout North
America, Europe and Asia. With a ubiquitous, scalable platform and an extensive
portfolio of clearinghouse services for wireless, fixed-line, WLAN, content and
next-generation networks, BSG monetises network transactions by facilitating the
financial exchange of its customers' services. BSG meets the needs of today's
complex network interconnections and anticipates the requirements of converging
technologies, allowing for rapid and reliable deployment. Headquartered in
Glenview, Illinois, USA, BSG is publicly traded on the London Stock Exchange
(AIM) under the ticker symbol BILL. For more information, visit
www.billingservicesgroup.com.
About United Clearing Plc
Headquartered in London, United Kingdom, with offices in the US and Hong Kong,
United Clearing is a fast growing outsourcing support services company providing
specialist financial clearing and settlement services to the global cellular
industry. It is a specialist provider in the marketplace focused 'solely on the
financial clearing component' of the international roaming settlement process.
Notice:
The United Clearing Directors accept responsibility for the information
contained in sections 1, 5, 7(ii) and 14 in this announcement to the extent that
they relate to United Clearing, themselves and their immediate families and
connected persons. The BSG Directors accept responsibility for all the other
information contained in this announcement. To the best of the knowledge and
belief of the BSG Directors and the United Clearing Directors (who have taken
all reasonable care to ensure that such is the case) the information contained
herein for which they are respectively responsible is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
Evolution Securities Limited which is regulated in the U.K. by the Financial
Services Authority, is acting exclusively for BSG in connection with the Offer
and no one else and will not be responsible to anyone other than BSG for
providing the protections afforded to clients of Evolution Securities Limited
nor for providing advice in relation to the Offer.
Seymour Pierce Limited, which is regulated in the U.K. by the Financial Services
Authority, is acting as financial advisor to United Clearing and no one else in
connection with the Offer and will not be responsible to anyone other than
United Clearing for providing the protections afforded to clients of Seymour
Pierce Limited nor for providing advice in relation to the Offer.
No offer or invitation to acquire or exchange securities in BSG or United
Clearing is being made now. Any such offer or invitation will only be made in
documents to be published in due course (if any) and any such acquisition or
exchange should be made solely on the basis of information contained in any such
documents.
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement and any
related documents are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from the United
States, Canada, Australia or Japan and persons receiving this announcement and
any related document (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan or such other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. Doing so may
render invalid any purported acceptance of the Offer.
BSG Shares have not been registered under the U.S. Securities Act and may not be
offered, sold, pledged or otherwise transferred except (a)(1) in an Offshore
Transaction complying with Rule 904 of U.S. Regulation S or (2) pursuant to an
exemption from registration under the U.S. Securities Act and (b) in accordance
with all applicable securities laws of the states of the United States.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The Panel wishes to draw attention to certain U.K. dealing disclosure
requirements following the announcement of the Offer. An "offer period" is
deemed to commence at the time when an announcement is made of a proposed or
possible offer, with or without terms. Accordingly, the offer period began on 12
October 2005.
Terms defined in the Announcement attached to this document shall have the same
meaning herein unless the context requires otherwise.
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% or more of any class of "relevant securities" of BSG or of United Clearing,
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 BSG or United Clearing, 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 BSG or United Clearing by BSG or United Clearing, 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.
Recommended Offer by Evolution Securities Limited
on behalf of Billing Services Group Limited
for the entire share capital of United Clearing Plc
15 December 2005
1. Introduction
The Boards of BSG and United Clearing announce the terms of a recommended offer
to be made by Evolution Securities on behalf of BSG for the whole of the issued
and to be issued share capital of United Clearing.
2. The Offer
On behalf of BSG, Evolution Securities will offer to acquire all of the United
Clearing Shares on the following basis:
for each United Clearing Share 1.385 New BSG Shares
and so in proportion for any other number of United Clearing Shares held.
The Offer values each United Clearing Share:
* At approximately 131.6 pence and all of the existing issued United
Clearing Shares at approximately #23.5m, on the basis of the Closing Price
of 95 pence per BSG Share on 14 December 2005 (being the last business day
prior to the publication of this document). This represents a premium of 8.3
per cent. over the Closing Price of United Clearing on 14 December 2005
(being the last business day prior to the announcement of this Offer) and a
premium of 14.9 per cent. over the Closing Price of United Clearing on 11
October 2005 (being the last business day prior to the commencement of the
offer period).
* At approximately 132 pence and all of the existing issued United
Clearing Shares at approximately #23.6m, on the basis of the Closing Price
of 95.3 pence per BSG Share based on the average Closing Price between 2
December 2005 and 8 December 2005 (being the agreed reference period for
this Offer). This represents a premium of 8.6 per cent. over the closing
share price of United Clearing on 14 December 2005 (being the last business
day prior to the announcement of this Offer).
The United Clearing Shares will be acquired under the Offer fully paid and free
from all liens, equities, charges, encumbrances and other interests and (save as
provided to the contrary below) together with all rights now or hereafter
attaching to them, including the right to receive all dividends declared, made
or paid after the date of this announcement. However, the existing United
Clearing Shareholders will be entitled to retain the final dividend of 2p per
United Clearing Share declared at the Annual General Meeting of United Clearing
held on 5 December 2005. Consequently United Clearing will pay this dividend to
United Clearing Shareholders who's names appeared on the register of members of
United Clearing on the relevant record date (being 9 December 2005).
The New BSG Shares to be issued pursuant to the Offer will, when issued, be
credited as fully paid and free from all liens, charges and encumbrances
whatsoever and will rank pari passu in all respects with the existing BSG
Shares. Fractions of New BSG Shares will not be allotted or issued pursuant to
the Offer but will be aggregated and retained for the benefit of BSG.
The Offer will be made in accordance with the requirements of the City Code and
will be subject to the conditions set out in Appendix I, the Offer Document and
the Form of Acceptance.
The Offer will extend to the holders of all existing issued United Clearing
Shares and to the holders of any United Clearing Shares which are
unconditionally allotted or issued prior to the date on which the Offer closes
(or such earlier date as BSG may, subject to the City Code, decide) including
United Clearing Shares to be issued pursuant to the exercise of options under
the United Clearing Share Option Schemes or otherwise.
Full acceptance of the Offer by holders of United Clearing Shares (excluding any
United Clearing Shares resulting from the exercise of any options under the
United Clearing Share Option Schemes) will result in the issue of approximately
29.4 million New BSG Shares, representing approximately 10.4 per. cent of the
enlarged issued BSG share capital.
3. Irrevocable undertakings to accept the Offer
All of the United Clearing Directors have entered into irrevocable undertakings
to accept, or procure the acceptance of, the Offer when made in respect of their
entire beneficial holdings of United Clearing Shares comprising, in aggregate,
3,660,774 United Clearing Shares which represent approximately 20.5% of the
existing issued share capital of United Clearing. These undertakings, which are
conditional upon the Offer Document being posted within 28 days of the date of
this announcement and the offer not lapsing or being withdrawn, will continue to
be binding even in the event of a higher competing offer for United Clearing
being announced and cannot be withdrawn other than in the event of the Offer
lapsing or being withdrawn.
Madoff Securities International Limited ("Madoff") has entered into an
irrevocable undertaking to accept, or procure the acceptance of, the Offer when
made in respect of its entire beneficial holdings of United Clearing Shares
comprising 1,806,835 United Clearing Shares which represent approximately 10.1%
of the existing issued share capital of United Clearing. This undertaking, which
is conditional upon the Offer Document being posted within 28 days of the date
of this announcement and the Offer not lapsing or being withdrawn, will not be
binding in the event of a competing offer for United Clearing which values a
United Clearing Share at a price of at least 152.35 per cent. (i.e. 110 per
cent. of 1.385) of the average Closing Price for BSG Shares for the 5
consecutive business days immediately preceding the date of this announcement.
Accordingly, irrevocable undertakings to accept, or procure acceptance of, the
Offer have been received from United Clearing Shareholders who, in aggregate,
have an interest in 5,467,609 United Clearing Shares, representing approximately
30.6 per cent. of the existing issued share capital of United Clearing.
Save for the irrevocable undertakings referred to above, neither BSG nor, so far
as BSG is aware, any party acting in concert with BSG, owns or controls any
United Clearing Shares or holds any options to purchase (or rights to subscribe
for) United Clearing Shares or has entered into any derivatives referenced to
United Clearing Shares which remain outstanding nor has BSG nor, so far as BSG
is aware, any associate of BSG procured any irrevocable commitments or letters
of intent to accept the Offer.
4. Information on BSG
The Group is a leading global provider of clearing and settlement services for
traditional and emerging voice, data and video networks. Its diverse product
offerings service fixed wireline network providers and wireless carriers.
The Group was formed by the acquisition of BC Holdings I Corporation, the parent
company of Billing Concepts, Inc. and Enhanced Services Billing, Inc, and the
contribution of Thurston Communications Corporation and its two LEC billing
subsidiaries, ACI Billing Services, Inc. and HBS Billing Services Company, by
Avery Communications, Inc.
In August 2005 BSG acquired EDS IOS. The acquisition positioned BSG as a major
player in the growing market for third party clearinghouses for mobile local and
global wireless carriers. At the time of the acquisition, EDS IOS had more than
120 mobile network customers in 60 markets across the U.K., Europe and Asia. The
transaction provided BSG with a new operating segment, leveraging its already
strong business model by diversifying its product and service offerings and
augmenting its exposure to global markets. Additionally, the Directors believe
the acquisition uniquely positions BSG to offer clearing and settlement
solutions for the emerging convergence market.
The Group has offices in Glenview, Illinois; San Antonio, Texas; and
Russelsheim, Germany.
The BSG Directors now believe that opportunities are becoming available to the
Group which will allow the Group to apply the skills it has acquired in its core
areas to other product areas and geographies. The new product areas relate to
the industry wide changes to billing systems, transaction services and payment
methods which are currently occurring as a result of the rapid changes in the
products offered by telecommunications providers.
5. Information on United Clearing
United Clearing is a fast-growing outsourcing support services company providing
specialist financial clearing and settlement services to the global cellular
industry. It is a specialist provider in the marketplace focused 'solely on the
financial clearing component' of the international roaming settlement process.
United Clearing has a dedicated and sales driven management team with over 35
years combined experience in banking, software technology and the GSM roaming
industry. United Clearing employs 44 people in London with representative sales
offices in Hong Kong and, Florida.
United Clearing has designed a service that offers a mobile operator the ability
to conduct financial clearing and settlement at potentially less cost than they
could do themselves. This is not only more efficient but actually could enable
them to benefit from cost savings as well, leaving them to focus on their core
business.
The primary target market for United Clearing's services are GSM network
operators. With over one billion customers globally, GSM mobile technology is
the most widely used wireless digital platform in the world and captures over 70
per cent of the world's digital wireless market. GSM mobile technology has been
adopted by more than 600 network operators in over 200 countries. United
Clearing has recognised a position within the market to provide global
settlement between international network operators for GSM roaming.
The continued level of growth for GSM network operators and related companies
creates more network operators and more complexity in the financial clearing
marketplace, much to the benefit of the providers of outsourced clearing. In
this environment, the United Clearing Directors are of the opinion that United
Clearing is well positioned to capitalise on each opportunity as it arises.
The United Clearing roaming settlement service allows mobile network operators
to outsource the function of financial settlement for the payment/collection of
roaming invoices. The system provides settlement between network operators,
calculating the net position between operators and settling the amount in the
chosen currency of the receiving operator. As part of the service, a fully
defined reconciliation procedure ensures that any disputes are resolved in line
with the regulations specified by the GSM Association. The cycle of settlement
is set to cover a 30-day period, which is the current standard in the industry.
6. Background to and reasons for the Offer
(i) The United Clearing products are complementary to BSG's
existing wireless product offerings. BSG principally sells GSM data clearing
services into the mobile telecommunications industry whilst United Clearing
provides financial settlement services. Some of BSG's wireless competitors are
currently offering both products to prospective customers and the combination
will provide a compelling solution to the market. Furthermore, BSG will
investigate cross selling some of its advanced funding services currently
offered in the U.S. fixed-line market to certain United Clearing wireless
customers.
(ii) BSG believes the skills and expertise of the United Clearing
management team will further enhance its position in the GSM clearing and
settlements market.
(iii) BSG intends to leverage United Clearing's capabilities in
the establishment of its new convergence solutions.
7. Current Trading
(i) BSG
At the time of the Company's announcement of its interim results on 30 September
2005, the Company stated:
"At the time of the Company's announcement of its acquisition of EDS IOS on 29
July 2005, the Company stated that:
"Current trading in BSG's existing core U.S. wireline business remains strong
and is currently ahead of management's expectations at the time of BSG's
admission to trading on AIM. EDS IOS's most recent management accounts show that
EDS IOS is trading in line with its management's expectations."
Patrick J. Haynes, III, Chief Executive Officer of the Company, stated, "I am
very pleased to report that the above continues to be the case in both
businesses." Mr. Haynes continued, "Our results during the first half of 2005
reflect a sound business model and an aggressive agenda to expand the scope and
geographic breadth of our service offerings. The acquisition of the EDS IOS
business gives us an immediate worldwide presence in several attractive and
rapidly growing markets, including Europe and Asia. We are well positioned to
execute our long-term strategic objectives, and I am confident in our ability to
meet financial expectations for 2005. Given the size and global breadth of the
business, we may consider a move to the Official List of the London Stock
Exchange during 2006 to further enable us to meet these objectives."
(ii) United Clearing
United Clearing announced on 7 November 2005 its final results for the year
ended 30 September 2005 which showed strong growth with turnover up 80 per cent.
to #3,223,000 (2004: #1,788,000) and PBT up 349 per cent. to #1,172,000 (2004:
#261,000).United Clearing is firmly focussed on delivering high quality services
to its customer base which includes blue chip network operators such as Orange
U.K., '3' U.K., O2 Germany and Telstra Australia. In the United Clearing
Directors' opinion global mobile operator groups are increasingly making
procurement decisions on a group-wide basis and United Clearing is a leading
player in the selections processes run by these operators. For example, in the
last financial year, United Clearing secured a framework agreement with the
Orange group as well as winning significant individual deals, such as announced
by O2 U.K. recently, which adds to the existing base of O2 companies already
using United Clearing's services in Germany, Ireland and the Isle of Man. Also
in the second half of the last financial year, United Clearing announced a
strategic partnership with N-Tel, a provider of technical solutions for pre-paid
roaming, that launched United Clearing into the clearing and financial
settlement services for the pre-pay roaming market. United Clearing also
continued to develop its presence in the U.S. and this year successfully
launched a new financial clearing service called ACTiNET which clears roaming
revenues between TDMA and CDMA networks (TDMA and CDMA are the cellular
technologies used primarily in the U.S. and Central and South America).
8. Directors and employees
Board of the Enlarged Group
Following the Offer becoming or being declared unconditional in all respects,
the Board of Directors of the Enlarged Group will comprise:
Name Current Role
Patrick David Heneghan Non-Executive Chairman
Patrick James Haynes,III Chief Executive Officer
Michael Joseph Labedz Chief Operating Officer
Norman McKenzie Phipps Chief Financial Officer
Philip James Dance Non-Executive Director
Leighton Warren Smith Non-Executive Director
Peter Shanahan Walker Non-Executive Director
Joseph Alan Lindauer Non-Executive Director
Employees
The Board of BSG has confirmed that, following the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all employees of United Clearing will be fully
safeguarded.
United Clearing Directors
It has been proposed that Atul Devani (Chief Executive of United Clearing) and
Kirit Ruparelia (Managing Director of United Clearing) will enter into new
service agreements with different terms following the Offer becoming wholly
unconditional in all respects.
Seymour Pierce considers the new service contracts with BSG to be entered into
by Mr Devani and Mr Ruparelia on the Offer becoming wholly unconditional in all
respects, to be fair and reasonable so far as other United Clearing shareholders
are concerned.
9. Accounting policies and year end of the Enlarged Group
The Enlarged Group will adopt BSG's year end of 31 December and its accounting
policies. The Board of BSG believes that the impact of the differences between
the accounting policies of BSG and United Clearing will not be significant.
10. Financial effects of acceptance of the Offer
The financial effects for United Clearing Shareholders of acceptance of the
Offer are set out in Appendix III.
11. United Clearing share options
The Offer will extend to holders of United Clearing Shares issued or
unconditionally allotted upon the exercise of rights under the United Clearing
Share Option Schemes whilst the Offer remains open for acceptance (or by such
earlier date as, subject to the City Code, BSG may decide). To the extent that
such options have not been exercised in full, once the Offer becomes or is
declared unconditional in all respects, appropriate proposals will be made in
due course to participants in the United Clearing Share Option Schemes.
Madoff has an option to subscribe for up to 5 per cent. of the ordinary shares
in the capital of United Clearing as at 6 July 2004. Madoff has irrevocably
agreed with the Offeror that in consideration for the Offeror allotting 176,178
New BSG Shares to Madoff, the option will be cancelled. The cancellation of the
option is conditional upon the Offer becoming or being declared wholly
unconditional in all respects. This agreement, which is conditional upon the
Offer Document being posted within 28 days of the date of this announcement and
the Offer not lapsing or being withdrawn, will not be binding in the event of a
competing offer for United Clearing which values a United Clearing Share at a
price of at least 152.35 per cent. (i.e. 110 per cent. of 1.385) of the average
Closing Price for BSG Shares for the 5 consecutive business days immediately
preceding the date of this announcement.
Seymour Pierce considers the terms of the cancellation of the Madoff option and
the consequent allotment of 176,178 New BSG Shares to Madoff on the Offer
becoming wholly unconditional in all respects, to be fair and reasonable so far
as other United Clearing shareholders are concerned.
12. Settlement, admission to trading on AiM and dealings
Application will be made to the London Stock Exchange for the New BSG Shares to
be admitted to trading on AiM. Certificates for the New BSG Shares will be
despatched to United Clearing Shareholders who hold their United Clearing Shares
in certificated form (that is, not in CREST) and CREST stock accounts will be
credited in respect of those United Clearing Shareholders who hold their United
Clearing Shares in uncertificated form (that is, in CREST) (i) in the case of
acceptances received, complete in all respects, by the date on which the Offer
becomes or is declared unconditional in all respects, by no later than 14 days
after such date, or (ii) in the case of acceptances received, complete in all
respects, after the date on which the Offer becomes or is declared unconditional
in all respects but while it remains open for acceptance, within 14 days of such
receipt.
Further details on settlement, listing and dealing will be included in the Offer
Document.
13. Compulsory acquisition, cancellation of trading of United Clearing Shares on
AiM and re-registration
Upon the Offer becoming or being declared unconditional in all respects, it is
the intention of BSG, if sufficient acceptances of the Offer are received and/or
sufficient United Clearing Shares are otherwise acquired, to apply the
provisions of Part XIIIA of the Companies Act to acquire compulsorily any
outstanding United Clearing Shares to which the Offer relates, on the same terms
as the Offer.
It is also intended that following the Offer becoming or being declared
unconditional in all respects, and subject to the requirements of the AiM Rules,
that BSG will procure that United Clearing applies for the cancellation of
trading of United Clearing Shares on AiM. Such cancellation would significantly
reduce the liquidity and marketability of any United Clearing Shares not
assented to the Offer. It is anticipated that such cancellation will take effect
no earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects.
It is also proposed that, in due course, BSG will seek to procure the
re-registration of United Clearing as a private company under the relevant
provisions of the Companies Act.
14. Recommendation of the United Clearing Board
The United Clearing Directors, who have been so advised by Seymour Pierce,
consider the terms of the Offer to be fair and reasonable insofar as the United
Clearing Shareholders are concerned. In providing advice to the United Clearing
Directors, Seymour Pierce has taken into account the commercial assessments of
the United Clearing Directors.
Accordingly, the United Clearing Directors intend unanimously to recommend
United Clearing Shareholders to accept the Offer, when made, as they and certain
of their connected persons have irrevocably undertaken so to do in respect of
their own respective beneficial shareholdings amounting to, in aggregate,
3,660,774 United Clearing Shares representing approximately 20.5 per cent. of
the existing issued share capital of United Clearing.
Enquiries:
Billing Services Group Limited United Clearing Plc
+1 847 832 0077 +44 (0)20 7608 8000
Patrick J. Haynes, III Atul Devani
Randall W. Brouckman Michael van Klink
Evolution Securities Limited Seymour Pierce Limited
+44 (0)20 7071 4300 +44 (0)20 7107 8000
Michael Brennan Mark Percy
Stuart Andrews
Fergus Marcroft
15. Miscellaneous
Evolution Securities Limited, which is regulated in the U.K. by the Financial
Services Authority, is acting exclusively for BSG in connection with the Offer
and no one else and will not be responsible to anyone other than BSG for
providing the protections afforded to clients of Evolution Securities Limited
nor for providing advice in relation to the Offer.
Seymour Pierce Limited, which is regulated in the U.K. by the Financial Services
Authority, is acting as financial advisor to United Clearing and no one else in
connection with the Offer and will not be responsible to anyone other than
United Clearing for providing the protections afforded to clients of Seymour
Pierce Limited nor for providing advice in relation to the Offer.
No offer or invitation to acquire or exchange securities in BSG or United
Clearing is being made now. Any such offer or invitation will only be made in
documents to be published in due course (if any) and any such acquisition or
exchange should be made solely on the basis of information contained in any such
documents.
The Offer will not be made, directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the United States, Canada,
Australia or Japan and the Offer will not be capable of acceptance by any such
use, means, instrumentality or facilities from or within the United States,
Canada, Australia or Japan. Accordingly, copies of this announcement and any
related documents are not being, and must not be, directly or indirectly, mailed
or otherwise forwarded, distributed or sent in or into or from the United
States, Canada, Australia or Japan and persons receiving this announcement and
any related document (including custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in, into or from the United States,
Canada, Australia or Japan or such other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. Doing so may
render invalid any purported acceptance of the Offer.
BSG Shares have not been registered under the U.S. Securities Act and may not be
offered, sold, pledged or otherwise transferred except (a)(i) in an Offshore
Transaction complying with Rule 904 of U.S. Regulation S or (ii) pursuant to an
exemption from registration under the U.S. Securities Act and (b) in accordance
with all applicable securities laws of the states of the United States.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The Panel wishes to draw attention to certain U.K. dealing disclosure
requirements following the announcement of the Offer. An "offer period" is
deemed to commence at the time when an announcement is made of a proposed or
possible offer, with or without terms. Accordingly, the offer period began on 12
October 2005.
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% or more of any class of "relevant securities" of BSG or of United Clearing,
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 BSG or United Clearing, 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 BSG or United Clearing by BSG or United Clearing, 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 virute 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.
The United Clearing Directors accept responsibility for the information
contained in this announcement relating to United Clearing, themselves and their
immediate families and connected persons. The BSG Directors accept
responsibility for all the other information contained in this announcement. To
the best of the knowledge and belief of the BSG Directors and the United
Clearing Directors (who have taken all reasonable care to ensure that such is
the case) the information contained herein for which they are respectively
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.
APPENDIX I
CONDITIONS
The Offer, which will be made by Evolution Securities on behalf of BSG, will
comply with the applicable rules and regulations of the City Code. The Offer
will be governed by English law and will be subject to the jurisdiction of the
courts of England and to the terms and conditions set out in the Offer Document
and Form of Acceptance
The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by no
later than 3.00 p.m. on the first closing date of the Offer (or such later time
(s) and/or date(s) as BSG may, subject to the rules of the Code, decide) in
respect of not less than 90 per cent. (or such lesser percentage as BSG may
decide) of the United Clearing Shares to which the Offer relates, provided that,
unless agreed by the Panel, this condition will not be satisfied unless BSG and/
or its wholly-owned subsidiaries have acquired or agreed to acquire (pursuant to
the Offer or otherwise), directly or indirectly, United Clearing Shares
carrying, in aggregate, over 50 per cent. of the voting rights then normally
exercisable at a general meeting of United Clearing on such basis as may be
required by the Panel (including for this purpose, to the extent (if any)
required by the Panel, any voting rights attaching to any shares which are
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise); and for this purpose (i) the expression
"United Clearing Shares to which the Offer relates" shall be construed in
accordance with sections 428-430F of the Companies Act; and (ii) shares which
have been unconditionally allotted shall be deemed to carry the voting rights
which they will carry on issue;
(b) without limitation to condition (c) below, BSG not having discovered or
otherwise become aware prior to the date on which the Offer would otherwise have
become or been declared unconditional that the Office of Fair Trading intends to
refer the proposed acquisition of United Clearing by BSG, or any matters arising
therefrom, to the Competition Commission;
(c) the London Stock Exchange agreeing to admit the New BSG Shares to trading on
AiM (subject only to the allotment of such shares) and such admission becoming
effective in accordance with the AiM Rules;
(d) no central bank, government or governmental, quasi-governmental,
supranational, statutory or regulatory body, or any court, institution,
investigative body, association, trade agency or professional or environmental
body or (without prejudice to the generality of the foregoing) any other similar
person or body in any jurisdiction (each, a "Relevant Authority") having decided
to take, instituted, implemented or threatened any action, proceedings, suit,
investigation or enquiry or enacted, made or proposed any statute, regulation or
order or otherwise taken any other step or done any thing that would or might be
reasonably be expected to:
(i) restrict, restrain, prohibit, delay, impose additional conditions or
obligations with respect to, or otherwise interfere with the implementation of,
the Offer or the acquisition of any United Clearing Shares by BSG or any matters
arising therefrom;
(ii) result in a delay in the ability of BSG, or render BSG unable, to acquire
some or all of the United Clearing Shares;
(iii) require, prevent or delay the divestiture by BSG or any of its
subsidiaries, subsidiary undertakings or associated undertakings (including any
company of which 20 per cent. or more of the voting capital is held by the Group
or any partnership, joint venture, firm or company in which any of them may be
interested) (together the "wider Group") or United Clearing or any of its
subsidiaries, subsidiary undertakings or associated undertakings (including any
company of which 20 per cent. or more of the voting capital is held by United
Clearing or any partnership, joint venture, firm or company in which any of them
may be interested) (together the "wider United Clearing Group") of all or any
portion of their respective businesses, assets or property or of any United
Clearing Shares or other securities in United Clearing or impose any limitation
on the ability of any of them to conduct their respective businesses or own
their respective assets or properties or any part thereof;
(iv) impose any limitation on, or result in any delay in, the ability of any
member of the wider Group to acquire or hold or exercise effectively, directly
or indirectly, all or any rights of all or any of the United Clearing Shares
(whether acquired pursuant to the Offer or otherwise) or to exercise management
control over any member of the wider United Clearing Group or on the ability of
any member of the wider United Clearing Group to hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares or other
securities (or the equivalent) in, or to exercise management control over, any
other member of the wider United Clearing Group, in each case to an extent which
is material in the context of the wider Group taken as a whole or, as the case
may be, the wider United Clearing Group taken as a whole;
(v) require any member of the wider United Clearing Group or the wider Group to
offer to acquire any shares or other securities or rights thereover owned by any
third party in any member of the wider United Clearing Group or in any member of
the wider Group where such acquisition would be material in the context of the
wider United Clearing Group taken as a whole or the wider Group taken as a
whole, as the case may be (provided that this shall not apply to a court order
pursuant to Part XIIIA of the Companies Act requiring the Offeror to acquire any
United Clearing Shares);
(vi) make the Offer or its implementation or the proposed acquisition of United
Clearing or any member of the wider United Clearing Group or of any United
Clearing Shares or any other shares or securities in, or control of, United
Clearing, illegal, void or unenforceable in or under the laws of any applicable
jurisdiction;
(vii) impose any limitation on the ability of any member of the wider Group or
the wider United Clearing Group to integrate or co-ordinate its business, or any
part of it, with the business of any other member of the wider Group and/or the
wider United Clearing Group; or
(viii) otherwise adversely affect any or all of the businesses, assets or
profits of any member of the wider Group or the wider United Clearing Group or
the exercise of rights of shares of any company in the United Clearing Group to
an extent which is material in the context of the wider United Clearing Group
taken as a whole or, as the case may be, the wider Group taken as a whole,
and all applicable waiting and other time periods during which such Relevant
Authority could institute, implement or threaten any such action, proceeding,
suit, investigation, enquiry or reference or otherwise intervene having expired,
lapsed or been terminated;
(e) all authorisations, orders, grants, consents, clearances, licences,
permissions and approvals, in any jurisdiction, deemed necessary or appropriate
by BSG for or in respect of the Offer, the proposed acquisition of any shares or
securities in, or control of, United Clearing or any member of the wider United
Clearing Group by any member of the wider Group or the carrying on of the
business of any member of the wider United Clearing Group or the wider Group,
the issue of the New BSG Shares or any matters arising therefrom being obtained
in terms satisfactory to BSG and United Clearing from all appropriate Relevant
Authorities or (without prejudice to the generality of the foregoing) from any
persons or bodies with whom any members of the wider United Clearing Group have
entered into contractual arrangements (in each case where the absence of such
authorisation would have a material and adverse effect on the wider United
Clearing Group taken as a whole) and such authorisations, orders, grants,
consents, clearances, licences, permissions and approvals remaining in full
force and effect and there being no notice or intimation of any intention to
revoke, suspend or restrict or not to renew any of the same and all necessary
filings having been made, all appropriate waiting and other time periods
(including extensions thereto) under any applicable legislation and regulations
in any jurisdiction having expired, lapsed or been terminated and all necessary
statutory or regulatory obligations in any jurisdiction in respect of the Offer
or the proposed acquisition of United Clearing by BSG or of any United Clearing
Shares or any matters arising therefrom having been complied with;
(f) except as Disclosed, there being no provision of any agreement, instrument,
permit, licence or other arrangement to which any member of the wider United
Clearing Group is a party or by or to which it or any of its assets may be bound
or subject which, as a consequence of the Offer or the acquisition of United
Clearing or any United Clearing Shares or because of a change in the control or
management of United Clearing or any member of the United Clearing Group or any
matters arising therefrom or otherwise, could or might (in any such case to an
extent which is materially adverse in the context of the wider United Clearing
Group taken as a whole) reasonably be expected to have the result that:
(i) any moneys borrowed by, or other indebtedness, actual or contingent, of, or
grant available to, any member of the wider United Clearing Group becomes or is
capable of being declared repayable immediately or earlier than the repayment
date stated in such agreement, instrument or other arrangement or the ability of
any member of the wider United Clearing Group to borrow moneys or incur
indebtedness is withdrawn, inhibited or adversely affected;
(ii) any mortgage, charge or other security interest is created over the whole
or any part of the business, property or assets of any member of the wider
United Clearing Group or any such security (whenever arising) becomes
enforceable;
(iii) any such agreement, instrument, permit, licence or other arrangement, or
any right, interest, liability or obligation of any member of the wider United
Clearing Group therein, is terminated or adversely modified or affected or any
action is taken or onerous obligation arises thereunder;
(iv) the value of any member of the wider United Clearing Group or its financial
or trading position is prejudiced or materially adversely affected;
(v) any material asset or, other than in the ordinary course of business, any
asset of the wider United Clearing Group being or falling to be charged or
disposed of;
(vi) the rights, liabilities, obligations or interests or business of any member
of the wider United Clearing Group in or with any other person, firm or company
(or any arrangement relating to such interest or business) is terminated,
modified or adversely affected;
(vii) any liabilities, actual or contingent (other than in the ordinary course
of business) are created in respect of the wider United Clearing Group; or
(viii) any member of the wider United Clearing Group ceases to be able to carry
on business under any name under which it currently does so;
(g) save as Disclosed, no member of the United Clearing Group having since 30
September 2005 (the date to which United Clearing's last published audited
accounts were made up):
(i) (save as between United Clearing and wholly-owned subsidiaries of United
Clearing) issued or agreed to issue or authorised or agreed the issue of
additional shares of any class or issued or authorised or agreed the issue of or
granted securities convertible into or rights, warrants or options to subscribe
for or acquire such shares or convertible securities or redeemed, purchased or
reduced or announced any intention to do so or made any other change to any part
of its share capital;
(ii) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any dividend, bonus issue or other distribution other than dividends
lawfully paid by a member of the United Clearing Group to another member of the
United Clearing Group;
(iii) authorised or announced or agreed to any merger or any change in its share
or loan capital;
(iv) issued or authorised or proposed the issue of any debentures or (save in
the ordinary course of its business) incurred or increased any indebtedness
(actual or contingent);
(v) disposed of or transferred, mortgaged or encumbered any asset or any right,
title or interest in any asset or entered into or varied any contract,
commitment or arrangement (whether in respect of capital expenditure or
otherwise) which is of a long term or unusual nature or which involves or could
involve an obligation of a nature or magnitude which is material or authorised,
agreed or announced any intention to do so;
(vi) entered into or varied any contract, reconstruction, amalgamation,
arrangement or other transaction which is of a long term or unusual or onerous
nature or is otherwise than in the ordinary course of business or announced any
intention to do so;
(vii) entered into, or varied the terms of, any contract or agreement with any
of the directors or, to the extent material, senior executives of United
Clearing;
(viii) taken or proposed any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any of its assets and
revenues;
(ix) waived or compromised any claim other than in the ordinary course of
business which is material;
(x) made any amendment to its memorandum or articles of association;
(xi) entered into any contract, transaction, commitment or arrangement which is
or is reasonably likely to be restrictive on the business of any member of the
wider United Clearing Group other than to a nature or extent which is not
material;
(xii) entered into any contract, commitment or agreement with respect to any of
the transactions or events referred to in this condition (f); and
(xiii) been unable or admitted that it is unable to pay its debts 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;
for the purposes of this condition "material" shall mean material in the context
of the wider United Clearing Group taken as a whole;
(h) save as Disclosed, in relation to the United Clearing Group since 30
September 2005:
(i) no litigation, arbitration, prosecution or other legal proceedings having
been instituted, announced or threatened or become pending or remained
outstanding by or against any member of the wider United Clearing Group or to
which any member of the wider United Clearing Group is or may become a party
(whether as claimant, defendant or otherwise) which could or might reasonably be
likely to affect materially and adversely the United Clearing Group taken as a
whole;
(ii) no material adverse change having occurred in the business, assets,
financial or trading position or profits of any member of the wider United
Clearing Group which is material in the context of the wider United Clearing
Group taken as a whole; and
(iii) no enquiry or investigation by or complaint or reference to any Relevant
Authority having been threatened, announced, implemented or instituted or
remaining outstanding in respect any member of the wider United Clearing Group
which could or might reasonably be expected to materially and adversely affect
the wider United Clearing Group taken as a whole;
(iv) no liability (actual or contingent) having arisen or became apparent or
increased which in any such case might reasonably be expected to materially and
adversely effect any member of the wider United Clearing Group.
(i) BSG not having discovered that:
(i) any business, financial or other information concerning any member of the
wider United Clearing Group disclosed by or on behalf of any member of the wider
United Clearing Group, either contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
which is, in any case, material and adverse to the financial or trading position
of the wider United Clearing Group taken as a whole; or
(ii) any member of the wider United Clearing Group is subject to any liability,
actual or contingent, which is not disclosed in the annual report and accounts
of United Clearing for the financial year ended 30 September 2005 and is
material in the context of the wider United Clearing Group taken as a whole.
The Offer will lapse if the Offer or the proposed acquisition of United Clearing
by BSG or any matter arising therefrom is referred to the Competition Commission
before the first closing date of the Offer or the date when the Offer becomes or
is declared unconditional as to acceptances, whichever is the later.
Conditions (c) and (d) must be fulfilled within 21 days after the later of the
first closing date of the Offer and the date on which condition (a) is
fulfilled. BSG reserves the right to waive condition (b) and all or any of
conditions (d) to (i) inclusive, in whole or in part. The Offer will lapse
unless all the above conditions are fulfilled or (if capable of waiver) waived
or, where appropriate, determined by BSG to have been or remain satisfied by
midnight on the day which is 21 days after the later of the first closing date
and the date on which the Offer becomes or is declared unconditional as to
acceptances (or such later date as BSG may, with the consent of the Panel,
decide). BSG shall be under no obligation to waive or treat as fulfilled any of
condition (b) and conditions (d) to (i) inclusive by a date earlier than the
date specified above for the fulfilment thereof notwithstanding that the other
conditions of the Offer 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.
If BSG is required by the Panel to make an offer for United Clearing Shares
under the provisions of Rule 9 of the Code, BSG may make such alterations to the
conditions as are necessary to comply with the provisions of that Rule.
"Disclosed" means (i) as disclosed in United Clearing's report and accounts for
the year ended 30 September 2005; (ii) as publicly announced by United Clearing
(by delivery of an announcement to an authorised Regulatory Information Service)
prior to the date of this announcement (the "Offer Date"); (iii) any matter the
subject of a resolution passed at the Annual General Meeting of United Clearing
held on 5 December 2005; (iv) as disclosed in this announcement; or (v) as
otherwise disclosed in writing to BSG or its advisers by or on behalf of United
Clearing prior to the Offer Date in the context of the Offer.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
"Act" or "Companies Act" the Companies Act 1985 (as amended)
"AiM a market operated by the London Stock
Exchange
"AiM Rules" the rules of the London Stock Exchange
governing admission to and the operation of
AiM
"Board" or "Directors" the directors of either BSG and/or United
Clearing, as the context requires
"BSG Board" the board of directors of BSG
"BSG Directors" the directors of BSG
"BSG Shares" the common shares of U.S.$1.00 each in the
share capital of BSG
"BSG" or "Company" Billing Services Group Limited
"business day" a day (other than a Saturday, Sunday or public
holiday) when clearing banks are open for
business in the City of London
"certificated" or "in a share which is not in uncertificated form
certificated form" (that is a share not held in CREST)
"Closing Price" the closing middle market quotation of a
share
"Code" or "City Code" the City Code on Takeovers and Mergers as
amended or interpreted from time to time by
the Panel
"Competing Offer" an offer or possible offer by a third party,
which is not acting in concert with BSG, for
all or some of the United Clearing Shares not
already owned by or on behalf of such third
party or any transaction proposed by any such
third party or United Clearing which involves
the acquisition of a substantial equity
interest in or control of United Clearing or a
disposal or merger of all or a substantial
part of the business or assets of United
Clearing
"CREST Regulations" the Uncertificated Securities Regulations 2001
(SI 2001 No. 3755)
"CREST" the relevant system (as defined in the CREST
Regulations) in respect of which CRESTCo is
the operator (as defined in the CREST
Regulations)
"CRESTCo" CRESTCo Limited
"Daily Official List" the daily official list of the London Stock
Exchange
"EDS IOS" EDS Interoperator Services GmbH (now called
BSG Clearing Solutions GmbH)
"Enlarged Group" BSG and its subsidiaries and subsidiary
undertakings following the acquisition of
United Clearing
"Evolution Securities " Evolution Securities Limited
"Form of Acceptance" the form of acceptance and authority for use
in connection with the Offer
"Group" BSG and its subsidiaries and subsidiary
undertakings
"GSM" Global System for Mobile communications
"London Stock Exchange" London Stock Exchange plc
"New BSG Shares" the BSG Shares to be issued pursuant to the
Offer
"Offer Document" the document to be addressed to United
Clearing Shareholders on behalf of BSG,
containing and setting out the terms and
conditions of the Offer
"Offer" the recommended offer made by Evolution
Securities on behalf of BSG for all the United
Clearing Shares on the terms and subject to
the conditions set out in the Offer Document
and the Form of Acceptance (including, where
the context so requires, any subsequent
waiver, revision, variation or extension
thereof)
"Offshore Transaction" an offer of BSG Shares not made to a person in
the U.S. and, at the time a buy order is
originated, the buyer is outside the United
States or the seller reasonably believed the
buyer was outside the United States, so long
as such offer or sale was not specifically
targeted at identifiable groups of U.S.
citizens living abroad (such as members of the
U.S. armed forces living overseas); provided,
however, an offer or sale to a person
identified in Rule 902(k)(2)(vi) of U.S.
Regulation S shall be deemed to be made in an
Offshore Transaction
"Panel" the Panel on Takeovers and Mergers
"Seymour Pierce" Seymour Pierce Limited
"Shareholder" a holder of either BSG Shares or United
Clearing Shares, as the context requires
"Third Party an announcement made by a third party which is
Announcement" not acting in concert with BSG or United
Clearing of an intention to make a Competing
Offer (whether or not subject to
pre-conditions) pursuant to Rule 2.5 of the
Code, or otherwise
"Third Party the Competing Offer referred to in a Third
Transaction" Party Announcement
"U.K." or "United the United Kingdom of Great Britain and
Kingdom" Northern Ireland
"U.S. Regulation S" Regulation S promulgated by the U.S.
Securities and Exchange Commission under the
U.S. Securities Act, including the preliminary
notes thereto
"U.S. Securities Act" the United States Securities Act of 1933, as
amended
"uncertificated" or "in a share or shares recorded on the register of
uncertificated form" members as being held in uncertificated form
in CREST and title to which, by virtue of the
CREST Regulations, may be transferred by means
of CREST
"United Clearing the directors of United Clearing
Directors"
"United Clearing Group" United Clearing and its subsidiaries and
subsidiary undertakings
"United Clearing Share together the 2004 Enterprise Management
Option Schemes" Incentive Plan adopted by United Clearing on
23 August 2004, the unapproved share options
granted under the United Clearing Executive
Option Agreement
"United Clearing Shares" the existing unconditionally allotted or
issued and fully paid (or credited as fully
paid) ordinary shares of 1 pence each in the
capital of United Clearing and any further
such shares which are unconditionally allotted
or issued fully paid or credited as fully paid
after the date hereof and before the date on
which the Offer ceases to be open for
acceptance (or such earlier date as BSG may,
subject to the Code, decide) including any
such shares which are so allotted or issued
pursuant to the exercise of options granted
under the United Clearing Share Option Schemes
or otherwise
"United Clearing" United Clearing Plc
"United States" or the United States of America, its territories
"U.S." and possessions, any state of the United
States of America and the District of Columbia
and all other areas subject to its
jurisdiction
Save where otherwise stated, for the purpose of this announcement, "subsidiary",
"subsidiary undertaking" and "associate" have the respective meanings given to
them by the Act.
In this announcement, the singular includes the plural and vice versa, unless
the context otherwise requires.
Appendix III
Financial Effects for United Clearing Shareholders of Acceptance of the Offer
The following table sets out, for illustrative purposes only, and on the bases
and assumptions set out in the notes below, the financial effects of acceptance
of the Offer on capital value and gross income for an accepting holder of United
Clearing Shares, if the Offer becomes or is declared unconditional in all
respects.
Column A compares the market value of 1.385 BSG Shares on 14 December 2005 with
the market value of 1 United Clearing Share on 14 December 2005 (being the last
business day prior to the issue of this announcement of the Offer) and Column B
compares the market value of 1.385 BSG Shares on 14 December 2005 with the
market value of 1 United Clearing Share on 11 October 2005 (being the last
business day prior to the commencement of the Offer Period):
Increase in Capital Value A B
Market Value of 1.385 BSG Shares 131.6 131.6
Market Value of 1 United Clearing Share 121.5 114.5
Increase in Capital Value 10.1 17.1
This represents an increase of: 8.3% 14.9%
Comparison of Income:
Gross Income from 1 United Clearing Share: 2p
Gross Income from 1.385 BSG Share: Nil
Notes:
(i) based on the Closing Price of a BSG Share on 14 December 2005 being the last
business day prior to the issue of this announcement of the Offer
(ii) based on the Closing Price of a United Clearing Share on 14 December 2005
being the last business day prior to the issue of this announcement of the Offer
(iii) based on the Closing Price of a United Clearing Share on 11 October 2005
being the last business day prior to the commencement of the Offer Period
(iv) the gross dividend income on United Clearing Shares is based on the final
dividend of 2p per United Clearing Share payable in respect of the year ended 30
September 2005. (The terms of the Offer will allow the existing United Clearing
shareholders to retain this final dividend)
(v) no dividends have been paid on BSG Shares
(vi) no account has been taken of any liability to taxation
This information is provided by RNS
The company news service from the London Stock Exchange
END
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