RNS Number : 5688A
SiRViS IT PLC
04 August 2008
Embargoed for Release at 12.31 p.m. on 4 August 2008
Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in or into or from the United States, Canada,
Australia, South Africa or Japan or any other jurisdiction where it is unlawful to do so
4 August 2008
SIRVIS IT HOLDINGS LIMITED
Recommended Cash Offer
to be made by
Strand Partners Limited on behalf of SiRViS IT Holdings Limited
for the whole of the issued and to be issued
ordinary share capital of SiRViS IT plc
SUMMARY
The SiRViS IT Board and the board of SiRViS IT Holdings Limited are pleased to announce that they have today reached agreement on the
terms of a recommended cash offer to be made by Strand Partners, on behalf of SiRViS IT Holdings, to acquire the entire issued and to be
issued ordinary share capital of SiRViS IT.
Offer
* The Offer will be made on the basis of 160 pence in cash for each SiRViS IT Share and values the entire issued ordinary share
capital of SiRViS IT at �5.28 million, representing a premium of approximately 4.23 per cent. to the closing middle market price of 153.5
pence per SiRViS IT Share on 1 August 2008, being the last Business Day prior to the date of this announcement.
* As at the date of this announcement, Oryx, a fund managed by NAV LLP, beneficially owns 980,000 SiRViS IT Shares, representing
approximately 29.70 per cent. of the existing issued share capital of SiRViS IT.
* SiRViS IT Holdings has received binding irrevocable undertakings to accept the Offer in respect of, in aggregate, 1,926,331 SiRViS
IT Shares, representing approximately 58.37 per cent. of the existing issued SiRViS IT Shares, including undertakings from NAV LLP (on
behalf of Oryx), Barnard Nominees Limited, Bluehone Investors LLP, JM Finn Nominees Limited and each of the directors of SiRViS IT who own
SiRViS IT Shares, to accept the Offer in respect of their entire shareholdings. The irrevocable undertakings from the directors of SiRViS
IT are binding in all circumstances. The irrevocables from Oryx, Bluehone Investors LLP and JM Finn Nominees Limited will lapse if a
competing offer is made for the entire issued share capital of SiRViS IT which (i) exceeds 170 pence per SiRViS IT Share and (ii) which the
Independent Directors wish to recommend. The irrevocable from Barnard Nominees Limited will lapse if a competing offer is made for the
entire issued share capital of SiRViS IT which (i) exceeds 160 pence per SiRViS IT Share and (ii) which the Independent Directors wish to recommend.
Information on SiRViS IT Holdings
* SiRViS IT Holdings is a private company registered in England and Wales, recently formed by NAV LLP (on behalf of the NAV Fund)
specifically for the purpose of making the Offer. Following the Offer becoming wholly unconditional, SiRViS IT Holdings will be wholly owned
by the NAV Fund.
* SiRViS IT Holdings is confident of the overall prospects for SiRViS IT's operating businesses, but believes that SiRViS IT is
better suited to a private company environment. This will enable the more efficient delivery of management's business plan, of which SiRViS
IT Holdings is fully supportive, and will allow SiRViS IT's businesses to be grown profitably, within a simplified and more cost effective
corporate structure.
* The board of SiRViS IT Holdings has given assurances to the SiRViS IT Board that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights, including pension rights, of the directors, management and employees of the
SiRViS IT Group will be fully safeguarded.
Information on SiRViS IT
* Incorporated on 1 February 1996, SiRViS IT's principal activity is the provision of a range of Information Technology services
including support, consultancy and systems installation. It is a public company whose shares are currently traded on AIM.
* In its latest financial year to 31 May 2008, the Company achieved total turnover of �10.81m (2007: �7.49m) and a profit on
ordinary activities after taxation of �0.64m (2007: �0.04m loss). As at 31 May 2008, total assets were �13.45m (2007: �13.25m) with net
assets of �6.67m (2007: �6.03m) and net debt of �0.17m (2007: �0.47m), excluding contingent consideration of �0.74m.
Recommendation
* Mr Christopher Mills is a Non-executive Director of SiRViS IT, a director of Oryx and a member and chief investment officer of NAV
LLP (the manager of Oryx) and investment advisor of the NAV Fund. In view of Mr Mills' significant interest in Oryx, NAV LLP and the NAV
Fund, he is not considered to be independent for the purposes of the Offer. Accordingly, only the Independent Directors have reviewed the
terms of the Offer.
* The Independent Directors, who have been so advised by FinnCap, consider the terms of the Offer to be fair and reasonable and will
unanimously recommend that SiRViS IT Shareholders accept the Offer. In providing its advice to the Independent Directors, FinnCap has taken
into account the Independent Directors' commercial assessments of the Offer.
Commenting on behalf of the Independent Directors, Peter Addison, Non-executive Chairman of SiRViS IT, said:
"As detailed in today's preliminary results, since the end of the financial year SiRViS IT has noticed some scaling back by retail
focused clients and an increased pressure on margins. Against this background the Board believes that the all cash Offer represents a fair
and reasonable value for the business, which has struggled to generate enough scale as a public company."
Commenting on behalf of the directors of SiRViS IT Holdings, Jeremy Brade, Senior Fund Manager at NAV LLP, said:
"We believe that SiRViS IT is a great company with strong operational management but that, given its size and operating environment, it
would fare better as a private company. This will enable the more efficient delivery of its business plan, of which we are fully supportive,
and will allow the company to be grown profitably within a simplified and more cost effective corporate structure."
The Offer Document and the Form of Acceptance (where appropriate), setting out full details of the Offer and the procedures to be
followed by SiRViS IT Shareholders to accept the Offer, will be posted to SiRViS IT Shareholders and, for information only, to participants
in the SiRViS IT Share Schemes, as soon as is reasonably practicable and, in any event, within 28 days from the date of this announcement,
unless otherwise agreed with the Panel. Copies of the Offer Document and the Form of Acceptance will be available from Capita Registrars,
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU and from Strand Partners Limited at 26 Mount Row, London W1K 3SQ.
This summary should be read in conjunction with the full text of the following announcement and the appendices which set out further
terms of the Offer. Appendix I contains the conditions and certain further terms of the Offer. Appendix II contains the sources and bases of
information used in the announcement. Certain definitions apply throughout this announcement and your attention is drawn to Appendix III at
the end of this announcement where these definitions are set out in full.
Enquiries:
SiRViS IT Holdings Limited Tel: (020) 7747 5678
Jeremy Brade, Director
James Agnew, Director
Strand Partners Limited(Financial Adviser to NAV LLP Tel: (020) 7409 3494
and SiRViS IT Holdings)
Stuart Faulkner
Matthew Chandler
Victoria Milne-Taylor
SiRViS IT plc
Peter Addison, Non-executive Chairman Tel:(01773) 825 516
Mark Lewis, Chief Executive Officer
Ian Bailey, Finance Director
FinnCap(Financial Adviser to SiRViS IT)
Geoff Nash Tel:(020) 7600 1658
Sam Smith
Strand Partners has approved the contents of this announcement solely for the purpose of section 21 of the Financial Services and
Markets Act 2000. The principal place of business of Strand Partners is 26 Mount Row, London W1K 3SQ.
Strand Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for
SiRViS IT Holdings and no one else in connection with the Offer and is not advising any other person and accordingly will not be responsible
to anyone other than SiRViS IT Holdings for providing the protections afforded to clients of Strand Partners nor for providing advice in
relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein. No liability whatsoever is
accepted by Strand Partners for the accuracy of any information or opinion contained in this announcement or for the omission of any
material information, for which Strand Partners is not responsible.
FinnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SiRViS
IT and no one else in connection with the Offer and will not be responsible to anyone other than SiRViS IT for providing the protections
afforded to clients of FinnCap or for providing advice in relation to the Offer, the contents of this announcement or any other matter or
arrangement referred to herein. No liability whatsoever is accepted by FinnCap for the accuracy of any information or opinion contained in
this announcement or for the omission of any material information, for which FinnCap is not responsible.
The Offer will not be made, directly or indirectly, in, into or from the United States, Canada, Australia, South Africa or Japan, or by
the use of the mails of, or by any means or instrumentality (including, without limitation, by means of facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national,
state or other securities exchange of, the United States, or in, into or from Canada, Australia, South Africa or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement does not constitute an offer in the United States, Canada, Australia, South Africa or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction. Accordingly, this announcement is not
being, and should not be, directly or indirectly mailed, transmitted or otherwise distributed or sent into, in whole or in part, in or into
or from the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction.
The distribution of this announcement and availability of the Offer to persons not resident in, nor citizens of, the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such Overseas Shareholders
should inform themselves about, and observe, any applicable legal or regulatory requirements of any such relevant 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 England.
Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intend to, forward this announcement,
the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain
from doing so and seek appropriate professional advice before doing so.
Neither the United States Securities and Exchange Commission nor any state securities commission has
reviewed, approved or disapproved this announcement or any of the proposals described in this
announcement.
The directors of SiRViS IT accept responsibility for all the information contained in this announcement relating to themselves and
members of their immediate families, related trusts and persons connected with them, and to SiRViS IT, other than that relating to the
recommendation by the Independent Directors of the Offer. To the best of the knowledge and belief of the directors of SiRViS IT (each of
whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for all the information contained in this announcement relating to the recommendation of
the Offer. To the best of the knowledge and belief of the Independent Directors (each of whom has taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The members of NAV LLP accept responsibility for all the information contained in this announcement relating to NAV LLP. To the best of
the knowledge and belief of the members of NAV LLP (each of whom has taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of SiRViS IT Holdings accept responsibility for all of the information contained in this announcement other than the
information for which the directors of SiRViS IT (including Mr Mills), the Independent Directors and the members of NAV LLP accept
responsibility as stated above. To the best of the knowledge and belief of the directors of SiRViS IT Holdings (each of whom has taken all
reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Cautionary statement regarding forward-looking statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking
statements" concerning SiRViS IT and SiRViS IT Holdings. Generally, the words "anticipate", "believe", "continue", "estimate", "expect",
"forecast", "intend", "may", "plan", "project", "should" and "will" or similar expressions identify forward-looking statements. Such
statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could
cause the 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 companies' abilities to control or estimate precisely, such as changes in general economic and
business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates,
introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should
not be placed on such statements. Neither the directors of SiRViS IT nor SiRViS IT Holdings intend to, nor do they assume any obligation to,
update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of SiRViS IT, 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
p.m. (London time) on the 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 SiRViS IT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SiRViS IT by SiRViS IT Holdings or by SiRViS
IT, or by any of their respective "associates" (within the meaning of the Code), must also be disclosed by no later than 12.00 noon (London
time) on the 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 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 of the Code, you should consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0)20 7638 0129; fax: +44 (0)20 7236 7013.
In accordance with Rule 2.10 of the Code, SiRViS IT confirms that it has 3,300,000 ordinary shares of 40 pence each in issue (ISIN
number GB00B23PRH18) which are admitted to trading on AIM.
This announcement IS NOT INTENDED TO AND does not constitute, or form ANY part of, anY offer, INVITATION to sell, or THE SOLICITATION OF
AN OFFER TO SUBSCRIBE FOR OR BUY SECURITIES, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND
(WHERE APPROPRIATE) THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
Not for release, publication or distribution, in whole or in part, DIRECTLY OR INDIRECTLY in or into or from the United States,
Canada, Australia, South Africa or Japan or any other jurisdiction where it is unlawful to do so
4 August 2008
SIRVIS IT HOLDINGS LIMITED
Recommended Cash Offer
to be made by
Strand Partners Limited on behalf of SiRViS IT Holdings Limited
for the whole of the issued and to be issued
ordinary share capital of SiRViS IT plc
1. Introduction
The Boards of SiRViS IT Holdings and of SiRViS IT are pleased to announce that they have today reached agreement on the terms of a
recommended cash offer, to be made by Strand Partners on behalf of SiRViS IT Holdings, to acquire the entire issued and to be issued
ordinary share capital of SiRViS IT. The Offer will be made on the basis of 160 pence for each SiRViS IT Share and values the entire issued
share capital of SiRViS IT at �5.28 million.
SiRViS IT Holdings is a UK private company recently established by NAV LLP (on behalf of the NAV Fund) specifically for the purpose of
making the Offer. Following the Offer becoming wholly unconditional, SiRViS IT Holdings will be wholly owned by the NAV Fund. Oryx, a fund
managed by NAV LLP, currently holds 980,000 SiRViS IT Shares, representing approximately 29.70 per cent. of the existing issued SiRViS IT
Shares. Oryx is deemed to be acting in concert with SiRViS IT Holdings for the purposes of the City Code.
Mr Christopher Mills is a non-executive director of SiRViS IT and is also a director of Oryx and a member and chief investment officer
of NAV LLP (the manager of Oryx) and investment advisor of the NAV Fund. In view of his significant interest in SiRViS IT Holdings and
connection with Oryx, NAV LLP and the NAV Fund, he has taken no part in the Independent Directors' unanimous decision to recommend that
SiRViS IT Shareholders accept the Offer.
2. The Offer
The Offer, which will be made on the terms and subject to the conditions set out or referred to in Appendix I to this announcement and
subject to the further terms to be set out in the Offer Document and, in the case of certificated SiRViS IT Shares, in the Form of
Acceptance, will be made on the following basis:
for each SiRViS IT Share 160 pence in cash
The Offer values the entire issued share capital of SiRViS IT at �5.28 million and represents a premium of approximately 4.23 per cent.
to the closing middle market price of 153.5 pence per SiRViS IT Share on 1 August 2008, being the last Business Day prior to the date of
this announcement.
The SiRViS IT Shares to which the Offer relates will be acquired by SiRViS IT Holdings fully paid, or credited as fully paid, and free
from all liens, equitable interests, mortgages, charges, encumbrances, rights of pre-emption and other third party rights or interests of
any nature whatsoever and together with all rights now or hereafter attaching to them, including all voting rights and the right to receive
and retain all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.
The Offer will, when formally made, be conditional, inter alia, upon the receipt of acceptances in respect of SiRViS IT Shares, which,
together with the SiRViS IT Shares acquired or held before or during the Offer Period will result in SiRViS IT Holdings holding more than 75
per cent. of the SiRViS IT Shares in issue.
The Offer will extend to all SiRViS IT Shares in issue or unconditionally allotted fully paid (or credited as fully paid) on the date on
which the Offer is made and to any further SiRViS IT Shares unconditionally allotted or issued fully paid (or credited as fully paid) while
the Offer remains open for acceptance (or by such earlier date as SiRViS IT Holdings may, subject to the City Code or with the consent of
the Panel, determine).
The Offer Document and (where appropriate) the Form of Acceptance containing the full terms and conditions of the Offer will be posted
to SiRViS IT Shareholders within 28 days of the date of this announcement, other than to Overseas Shareholders in the circumstances
permitted under the Code or in accordance with any dispensation given by the Panel.
3. Reasons for the Offer and future plans for SiRViS IT
SiRViS IT Holdings is confident of the overall prospects for SiRViS IT's operating businesses, but believes that SiRViS IT is better
suited to a private company environment. This will enable the more efficient delivery of management's business plan, of which SiRViS IT
Holdings is fully supportive, and will allow SiRViS IT's businesses to be grown profitably within a simplified and more cost effective
corporate structure. In addition, SiRViS IT Holdings believes that in the current macro-economic environment, as a small UK quoted company,
SiRViS IT will struggle to attract the research coverage, liquidity and level of market rating that would make retaining its UK listing
worthwhile.
If the Offer becomes, or is declared, wholly unconditional, SiRViS IT Holdings will become the holding company of SiRViS IT. SiRViS IT
Holdings intends to work closely with the existing senior management team of SiRViS IT to continue to grow SiRViS IT's contracted revenue
base (both organically and, potentially, by identifying attractive bolt-on acquisition opportunities), while improving overall trading
performance and keeping a tight control of costs and reducing overheads within a simplified corporate structure. Furthermore, the
cancellation of the Company's public listing will save on the many expenses associated with maintaining a public quotation, thereby
enhancing shareholder value in the longer term.
4. Background to and reasons for recommending the Offer
SiRViS IT's strategy has always been to act a consolidator in the fragmented IT services market. The most sizeable acquisition to date,
and the most recent, was that of Technology Management Group Limited ("TMG") which was acquired in May 2007. Despite the profitability of
SiRViS IT's core business and the successful integration of TMG, the public markets continue to ascribe a low value to the SiRViS IT Group.
This low valuation of the Group makes further acquisitions disproportionally dilutive and the current credit conditions make raising
debt both difficult and expensive. Accordingly, the Board of SiRViS IT has not been able to make any further acquisitions in the current
climate on terms likely to be acceptable to SiRViS IT shareholders, yet the Group continues to bear the significant cost of being a public
company. In the opinion of the Board, these conditions are unlikely to improve in the short to medium term.
As a result of these factors, the Independent Directors have concluded that SiRViS IT would be better placed to achieve the
opportunities available to it in an off-market environment. The Independent Directors consider that the Offer represents a good opportunity
for SiRViS IT Shareholders to realise a fair and reasonable price for their SiRViS IT Shares in the current depressed stock market
conditions.
Upon the Offer becoming or being declared unconditional in all respects, the Offer will provide a certain cash exit at a premium of 4.23
per cent. to the closing middle market price of 153.5 pence per SiRViS IT Share on 1 August 2008 (being the last Business Day prior to the
date of this announcement). The Independent Directors consider that this premium reflects the reasonably modest prospects for SiRViS IT
Shareholders, given the background and circumstances referred to above.
5. Irrevocable undertakings to accept the Offer
SiRViS IT Holdings has received an irrevocable undertaking to accept the Offer from NAV LLP (on behalf of Oryx) in respect of 980,000
SiRViS IT Shares, representing approximately 29.70 per cent. of the existing issued SiRViS IT Shares. The irrevocable undertaking received
by SiRViS IT Holdings from NAV LLP commits NAV LLP to accept the Offer within eighteen days of the issue of the Offer Document.
In addition, SiRViS IT Holdings has received irrevocable undertakings to accept the Offer from Barnard Nominees Limited, Bluehone
Investors LLP and JM Finn Nominees Limited in respect of 855,560 SiRViS IT Shares, together representing approximately 25.93 per cent. of
the existing issued SiRViS IT Shares. The irrevocable undertaking received by SiRViS IT Holdings from JM Finn Nominees Limited commits them
to accept the Offer within eighteen days of the issue of the Offer Document. The irrevocable undertakings received by SiRViS IT Holdings
from Barnard Nominees Limited and Bluehone Investors LLP commits them to accept the Offer within nineteen days of the issue of the Offer
Document.
The irrevocable undertakings given by NAV LLP (on behalf of Oryx), Bluehone Investors LLP and JM Finn Nominees Limited will only cease
to be binding if a competing offer is made by another party for the entire issued share capital of SiRViS IT which exceeds 170 pence per
SiRViS IT Share and is recommended for acceptance by the Independent Directors. The irrevocable undertaking given by Barnard Nominees
Limited will only cease to be binding if a competing offer is made by another party for the entire issued share capital of SiRViS IT which
exceeds 160 pence per SiRViS IT Share and is recommended for acceptance by the Independent Directors.
Further, SiRViS IT Holdings has received irrevocable undertakings to accept the Offer from each of the directors of SiRViS IT who own
SiRViS IT Shares in respect of their own beneficial holdings of, in aggregate, 90,771 SiRViS IT Shares, representing approximately 2.75 per
cent. of the existing issued SiRViS IT Shares. The irrevocable undertakings received by SiRViS IT Holdings from the directors of SiRViS IT
commit those SiRViS IT directors to accept the Offer within eighteen days of the issue of the Offer Document. The irrevocable undertakings
given by the directors of SiRViS IT will only cease to be binding if SiRViS IT Holdings fails to post the Offer Document within twenty eight
days of the date of this announcement or withdraws its offer.
The irrevocable undertakings referred to above represent, in aggregate, 1,926,331 SiRViS IT Shares representing approximately 58.37 per
cent. of the existing issued SiRViS IT Shares.
The following table summarises details of the shareholders who have provided irrevocable undertakings to accept the Offer, and the
number of SiRViS IT Shares that these shareholders held as at the date of this announcement:
Shareholder*s name No. of SiRViS IT Percentage of the
Shares held and total share capital
subject to the of SiRViS IT
irrevocable
undertakings
NAV LLP (on behalf of Oryx) 980,000 29.70
Barnard Nominees Limited 408,564 12.38
JM Finn Nominees Limited 265,010 8.03
Bluehone Investors LLP 181,986 5.51
Mark Lewis, a director of 46,606 1.41
SiRViS IT
Ian Bailey, a director of 25,416 0.77
SiRViS IT
Peter Addison, a director of 10,833 0.33
SiRViS IT
Ian Lancaster, a director of 4,166 0.13
SiRViS IT
Bob Brittaine, a director of 3,750 0.11
SiRViS IT
TOTAL: 1,926,331 58.37
6. Information on SiRViS IT
Incorporated on 1 February 1996, SiRViS IT's principal activity is the provision of a range of Information
Technology services including support, consultancy and systems installation. It is a public company whose
shares are traded on AIM.
In its latest financial year to 31 May 2008, the company achieved total turnover of �10.81m (2007: �7.49m) and a profit on ordinary
activities after taxation of �0.64m (2007: �0.04m loss). As at 31 May 2008, total assets were �13.45m (2007: �13.25m) with net assets of
�6.67m (2007: �6.03m) and net debt of �0.17m (2007: �0.47m), excluding contingent consideration of �0.74m.
The total number of SiRViS IT Shares in issue as at the date of this announcement is 3,300,000 and there are approximately 600
registered shareholders. The market capitalisation of SiRViS IT, based on the mid-market price of a SiRViS IT Share of 153.5 pence at the
close of business on 1 August 2008 (being the last Business Day prior to this announcement) was approximately �5.07 million.
Current trading and prospects
The Directors of SiRViS IT have stated that, whilst current trading remains satisfactory, since the end of the financial year the Group
has noticed some scaling back by retail focused clients and increased pressure on margins. The Board currently anticipates that the
weakening economy may well have an impact on the Group's future rate of growth. Further details of SiRViS IT's performance are detailed in
the Preliminary Results announcement released this morning.
Further financial and other information on SiRViS IT will be set out in the Offer Document.
7. Information on SiRViS IT Holdings
SiRViS IT Holdings is a private limited company incorporated and registered on 25 July 2008 in England and Wales under the Companies Act
2006 and formed at the direction of NAV LLP (on behalf of the NAV Fund) specifically for the purpose of making the Offer to acquire SiRViS
IT. SiRViS IT Holdings is to be funded for the purposes of the Offer by the NAV Fund pursuant to the Subscription Agreement details of which
are given in paragraph 13 below. The directors of SiRViS IT Holdings are Mr Jeremy James Brade, a Senior Fund Manager at NAV LLP, and Mr
James Douglas Agnew, a Fund Manager at NAV LLP. Save for matters ancillary to the making of the Offer, SiRViS IT Holdings has not traded
prior to the date of this announcement.
Subject to the Offer becoming, or being declared, wholly unconditional, SiRViS IT Holdings will
be wholly owned by the NAV Fund.
Further information concerning SiRViS IT Holdings and its shareholder will be set out in the Offer
Document.
8. SiRViS IT's directors, management, employees and location
The SiRViS IT Holdings Board has given assurances to the Independent Directors that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights, including pension rights, of all the directors, management and employees of
the SiRViS IT Group will be fully safeguarded. SiRViS IT Holdings does not currently envisage that its strategic plans for SiRViS IT will
significantly impact upon the employment of SiRViS IT's employees or SiRViS IT's existing operating locations. Nor does it currently intend
to redeploy the fixed assets of SiRViS IT to an extent that would have a material impact on the business of SiRViS IT.
Following the Offer becoming, or being declared, wholly unconditional, it is intended that Mark Lewis, Ian Bailey, Bob Brittaine and
Christopher Mills will remain as directors of SiRViS IT on their existing terms and will be joined by Jeremy Brade and James Agnew as
further representatives of the NAV Fund. The remaining directors, Peter Addison and Ian Lancaster, will both step down from the board.
9. SiRViS IT Share Option Schemes
The Offer extends, subject to the terms and conditions set out in the Offer Document or in any accompanying Form of Acceptance, to any
SiRViS IT Shares which are unconditionally allotted or issued fully paid (or credited as fully paid), whilst the Offer remains open for
acceptance (or by such earlier time and date as SiRViS IT Holdings may, subject to the City Code or with the consent of the Panel,
determine), as a result of the exercise of SiRViS IT Share Options granted under the SiRViS IT Share Option Schemes or otherwise.
10. Disclosure of interests in SiRViS IT
Save for the 1,926,331 SiRViS IT Shares the subject of the irrevocable undertakings referred to in paragraph 5 above, neither SiRViS IT
Holdings, nor any of its directors, nor, so far as the directors of SiRViS IT Holdings are aware, any person acting or deemed to be acting
in concert with SiRViS IT Holdings for the purposes of the Offer, has any interest in, or right to subscribe for, any relevant securities of
SiRViS IT, or any short positions (whether conditional or absolute and whether in the money or otherwise relating to relevant securities of
SiRViS IT), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another
person to purchase or take delivery.
Neither SiRViS IT Holdings, nor any person acting in concert with SiRViS IT Holdings has borrowed or lent any relevant securities of
SiRViS IT (save for any borrowed which have been either on-lent or sold). There are no arrangements of the kind referred to in Note 6(b) to
Rule 8 of the Code which exist between SiRViS IT Holdings or any associate of SiRViS IT Holdings and any other person in relation to any
relevant securities of SiRViS IT Holdings.
For the purposes of this paragraph 10, the terms "acting in concert", "associate", "interest" and "relevant securities" have the same
meanings as defined in the Code.
11. Compulsory acquisition, cancellation of AIM admission and re-registration
If SiRViS IT Holdings receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in nominal
value of the SiRViS IT Shares to which the Offer relates, SiRViS IT Holdings intends to exercise its rights pursuant to the provisions of
Sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any remaining SiRViS IT Shares to which the Offer relates
on the same terms as the Offer.
Furthermore, if the Offer becomes, or is declared, wholly unconditional, and SiRViS IT Holdings receives sufficient acceptances from
SiRViS IT Shareholders, and/or otherwise acquires sufficient SiRViS IT Shares, to take its shareholding to over 75 per cent. of the SiRViS
IT Shares, SiRViS IT Holdings intends to procure the making of an application by SiRViS IT to the London Stock Exchange for the cancellation
of the admission of the SiRViS IT Shares to trading on AIM. It is anticipated that, subject to any applicable requirements of the London
Stock Exchange, such cancellation will take effect no earlier than 20 Business Days after the date on which the Offer becomes, or is
declared, wholly unconditional and SiRViS IT Holdings receives sufficient acceptances from SiRViS IT Shareholders, and/or otherwise acquires
sufficient SiRViS IT Shares, to take its shareholding to over 75 per cent.
Cancellation of the admission of SiRViS IT Shares to trading on AIM would significantly reduce the liquidity and marketability of any
SiRViS IT Shares not acquired under the Offer and the value of any such SiRViS IT Shares may be adversely affected as a consequence.
It is further proposed that following the Offer becoming, or being declared, wholly unconditional and after the SiRViS IT Shares are no
longer admitted to trading on AIM, SiRViS IT will be re-registered as a private limited company under the relevant provisions of the
Companies Act 2006.
12. Financing of the Offer
Strand Partners is satisfied that the necessary financial resources are available to SiRViS IT Holdings for it to implement the Offer in
full. Full acceptance of the Offer would require a cash payment of �5.28 million by SiRViS IT Holdings, which will be funded out of SiRViS
IT Holdings' cash resources made available by the subscription for SiRViS IT Holdings Shares by the NAV Fund pursuant to the Subscription
Agreement details of which are given in paragraph 13 below. Further details of the financing arrangements will be set out in the Offer
Document.
13. Subscription Agreement
Pursuant to the Subscription Agreement, the NAV Fund has agreed, inter alia, to subscribe for 5,630,000 SiRViS IT Holdings Ordinary
Shares at a price of 100 pence per share so as to provide SiRViS IT Holdings with the amount required to satisfy the aggregate cash
consideration payable in accordance with the Offer. The obligation to subscribe for SiRViS IT Holdings Ordinary Shares is conditional upon
the Offer becoming or being declared wholly unconditional. The subscription monies shall be made available no later than seven days after
the date on which the Offer becomes or is declared wholly unconditional.
14. Inducement Fee
SiRViS IT has agreed to pay an inducement fee to SiRViS IT Holdings of �52,800 (being approximately one per cent. of the aggregate value of
the Offer) if any of the following events occur:
* SiRViS IT notifies SiRViS IT Holdings that it does not wish to proceed further with, or to recommend, the Offer; or
* a competing offer is recommended by the directors of SiRViS IT; or
* having indicated an intention to recommend the Offer, the board of SiRViS IT does not recommend the Offer in the document sent to
shareholders containing the Offer; or
* having recommended the Offer, the board of SiRViS IT withdraws or adversely modifies the terms of their recommendation; or
* a competing offer is made and subsequently becomes or is declared unconditional in all respects; or
* SiRViS IT Holdings becomes aware of information relating to SiRViS IT which has not been previously disclosed by the Company and
which in SiRViS IT Holdings' opinion has or may be likely to have a material adverse effect on the Company and SiRViS IT Holdings notifies
the Company that it does not intend to proceed with the Offer; or
* SiRViS IT is in breach of certain non-solicitation and other undertakings and SiRViS IT Holdings decides not to proceed with the
Offer.
15. Recommendation
The Independent Directors, who have been so advised by FinnCap, consider the terms of the Offer to be fair and reasonable so far as
SiRViS IT Shareholders are concerned. Accordingly, the Independent Directors will unanimously recommend all SiRViS IT Shareholders to accept
the Offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 90,771 SiRViS IT Shares,
representing approximately 2.75 per cent. of the existing issued SiRViS IT Shares. These irrevocable undertakings would cease to be binding
in the circumstances described in paragraph 5 above. In providing its advice to the Independent Directors, FinnCap has taken into account
the Independent Directors' commercial assessments of the Offer.
16. General
The Offer Document containing the full terms of the Offer will be posted to SiRViS IT Shareholders as soon as is reasonably practicable.
The conditions to the Offer are set out in Appendix I and, together with certain further terms of the Offer, will also be set out in full in
the Offer Document and, in the case of certified SiRViS IT Shares, in the Form of Acceptance.
The Offer will be governed by English law and will be subject to the jurisdiction of the English Courts.
The availability of the Offer to SiRViS IT Shareholders not resident in, nor citizens of, the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are citizens or in which they are resident. Such persons should inform themselves about and
observe any applicable legal or regulatory requirements of any such relevant jurisdiction. In particular, the Offer is not being made,
directly or indirectly, in, into or from or by the use of the mails of or any means or instrumentality (including, without limitation, by
means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce
of, or by any facility of a national, state or other securities exchange of, the United States, or in, into or from Canada, Australia, South
Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer
will not be capable of acceptance by any such use, means, instrumentality or facility from or within the United States, Canada, Australia, South Africa or Japan or any other jurisdiction where
to do so would constitute a breach of any relevant securities laws of that jurisdiction. Accordingly, copies of this announcement are not
being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, South Africa or
Japan. Persons receiving this announcement (including without limitation, custodians, nominees and trustees) must not distribute or send it
in, into or from the United States, Canada, Australia, South Africa or Japan.
Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe,
any applicable legal or regulatory requirements. Further information in relation to Overseas Shareholders will be set out in the Offer
Document.
Enquiries:
SiRViS IT Holdings Limited Tel: (020) 7747 5678
Jeremy Brade, Director
James Agnew, Director
Strand Partners Limited(Financial Adviser to NAV LLP Tel: (020) 7409 3494
and SiRViS IT Holdings)
Stuart Faulkner
Matthew Chandler
Victoria Milne-Taylor
SiRViS IT plc
Peter Addison, Non-Executive Chairman Tel:(01773) 825 516
Mark Lewis, Chief Executive Officer
Ian Bailey, Finance Director
FinnCap(Financial Adviser to SiRViS IT)
Geoff Nash Tel:(020) 7600 1658
Sam Smith
In accordance with Rule 2.10 of the Code, SiRViS IT confirms that it has 3,300,000 ordinary shares of 40 pence each in issue (ISIN
number GB00B23PRH18) which are admitted to trading on AIM.
This announcement IS NOT INTENDED TO AND does not constitute, or form ANY part of, anY offer, INVITATION to sell, or THE SOLICITATION OF
AN OFFER TO SUBSCRIBE FOR OR BUY SECURITIES, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS
ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND
(WHERE APPROPRIATE) THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) will be set out in the Offer Document
and (where appropriate) the related Form of Acceptance. SiRViS IT Shareholders who accept the Offer may only rely on the Offer Document and
the related Form of Acceptance for all the terms and conditions of the Offer. In deciding whether or not to accept the Offer in relation to
their SiRViS IT Shares, SiRViS IT Shareholders should rely only on the information contained, and procedures described, in the Offer
Document and (where appropriate) the related Form of Acceptance. SiRViS IT Shareholders are strongly advised to read the Offer Document
being posted to them within the next 28 days, which will contain important information.
Strand Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, has authorised this
announcement for the purposes of section 21 of the Financial Services and Markets Act 2000. The principal place of business of Strand
Partners is 26 Mount Row, London W1K 3SQ. Strand Partners is acting exclusively for SiRViS IT Holdings and no one else in connection with
the Offer and will not be responsible to anyone other than SiRViS IT Holdings for providing the protections afforded to clients of Strand
Partners or for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to
herein. No liability whatsoever is accepted by Strand Partners for the accuracy of any information or opinions contained in this
announcement or for the omission of any material information for which Strand Partners is not responsible.
FinnCap, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SiRViS
IT and no one else in connection with the Offer and will not be responsible to anyone other than SiRViS IT for providing the protections
afforded to clients of FinnCap or for providing advice in relation to the Offer, the contents of this announcement or any other matter or
arrangement referred to herein. No liability whatsoever is accepted by FinnCap for the accuracy of any information or opinions contained in
this announcement or for the omission of any material information for which FinnCap is not responsible.
The Offer will not be made, directly or indirectly, in, into or from the United States, Canada, Australia, South Africa or Japan, or by
the use of the mails of, or by any means or instrumentality (including, without limitation, by means of facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national,
state or other securities exchange of, the United States, or in, into or from Canada, Australia, South Africa or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.
This announcement does not constitute an offer in the United States, Canada, Australia, South Africa or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction. Accordingly this announcement is not
being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada,
Australia, South Africa or Japan or any such other jurisdiction.
The distribution of this announcement and availability of the Offer to persons not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such Overseas Shareholders
should inform themselves about, and observe, any applicable legal or regulatory requirements of any such relevant 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
England.
Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved
this announcement or any of the proposals described in this announcement.
The directors of SiRViS IT accept responsibility for all the information contained in this announcement relating to themselves and
members of their immediate families, related trusts and persons connected with them, and to SiRViS IT, other than that relating to the
recommendation by the Independent Directors of the Offer. To the best of the knowledge and belief of the directors of SiRViS IT (each of
whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Independent Directors accept responsibility for all the information contained in this announcement relating to the recommendation of
the Offer. To the best of the knowledge and belief of the Independent Directors (each of whom has taken all reasonable care to ensure that
such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and
does not omit anything likely to affect the import of such information.
The members of NAV LLP accept responsibility for all the information contained in this announcement relating to NAV LLP. To the best of
the knowledge and belief of the members of NAV LLP (each of whom has taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.
The directors of SiRViS IT Holdings accept responsibility for all of the information contained in this announcement other than the
information for which the directors of SiRViS IT (including Mr Mills), the Independent Directors and the members of NAV LLP accept
responsibility as stated above. To the best of the knowledge and belief of the directors of SiRViS IT Holdings (each of whom has taken all
reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import of such information.
Cautionary statement regarding forward-looking statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking
statements" concerning SiRViS IT and SiRViS IT Holdings. Generally, the words "anticipate", "believe", "continue", "estimate", "expect",
"forecast", "intend", "may", "plan", "project", "should" and "will" or similar expressions identify forward-looking statements. Such
statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could
cause the 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 companies' abilities to control or estimate precisely, such as changes in general economic and
business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates,
introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should
not be placed on such statements. Neither the directors of SiRViS IT nor SiRViS IT Holdings intend to, nor do they assume any obligation to,
update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
The attention of SiRViS IT Shareholders is drawn to the fact that under the Code there are certain UK dealing disclosure requirements in
respect of relevant securities during an offer period. An Offer Period is deemed to have commenced today as a result of this announcement.
The disclosure requirements are set out in more detail in Rule 8 of the Code. In particular, under the provisions of Rule 8.3 of the
Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of
SiRViS IT, 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 p.m. (London time) on the 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 SiRViS
IT, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of SiRViS IT by SiRViS IT Holdings or SiRViS IT,
or by any of their respective "associates" (within the meaning of the Code), must also be disclosed by no later than 12.00 noon (London
time) on the 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 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 of the Code, you should
consult the Panel.
If you are in any doubt as to the application of Rule 8 to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0)20 7638 0129; fax: +44 (0)20 7236 7013.
APPENDIX I
Conditions and further terms of the Offer
The Offer, which will be made by Strand Partners on behalf of SiRViS IT Holdings, will comply with the applicable rules and regulations
of AIM and the City Code, will be governed by English Law and will be subject to the terms and conditions to be set out in full in the Offer
Document and, where appropriate, the Form of Acceptance, including the following conditions and terms:
1. valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as SiRViS IT Holdings may, subject to the City Code, or with the consent of
the Panel, decide) in respect of not less than 75 per cent. (or, subject to the requirements of the City Code, such lesser percentage as
SiRViS IT Holdings may decide) in nominal value of the SiRViS IT Shares to which the Offer relates, provided that, this condition will not
be satisfied unless SiRViS IT Holdings shall have acquired or agreed (unconditionally or subject only to conditions which will be fulfilled
upon the Offer becoming or being declared unconditional as to acceptances) to acquire, whether pursuant to the Offer or otherwise, SiRViS IT
Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of SiRViS IT,
including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to SiRViS IT Shares which are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion, option or
subscription rights or otherwise; and for the purpose of this condition:
(a) the expression "SiRViS IT Shares to which the Offer relates" includes any SiRViS IT Shares unconditionally allotted or issued
after the date of the Offer but on or before the first closing date of the Offer (or such later time(s) and/or date(s) as SiRViS IT Holdings
may decide) and shall be otherwise construed in accordance with Sections 974 to 991 (inclusive) of the Companies Act 2006;
(b) SiRViS IT Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights which they
will carry upon issue; and
(c) valid acceptances shall be treated as having been received in respect of any SiRViS IT Shares which SiRViS IT Holdings shall,
pursuant to section 979(8) and, if applicable, section 979(9) of the Companies Act 2006, be treated as having acquired or unconditionally
contracted to acquire by virtue of acceptances of the Offer;
2. no central bank, government, governmental, quasi-governmental, supranational, statutory, administrative, regulatory body, or any
court institution, investigative body, association, trade agency or professional or environmental body or any other similar person or body
in any jurisdiction (each, a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceeding,
suit, investigation, enquiry or reference or having required any action to be taken or information to be provided or otherwise having
enacted, made or proposed any statute, regulation, decision or order or otherwise having taken any other step or done any thing and there
not arising and being outstanding any statute, regulation, decision or order which would or might reasonably be expected to:
* require, prevent or materially delay or adversely affect to a material extent the divestiture (or alter the terms envisaged for
such divestiture) by SiRViS IT Holdings or any member of the Wider SiRViS IT Group of all or any portion of their respective businesses,
assets or properties or of any SiRViS IT Shares or impose any limitation on the ability of any of them to conduct their businesses or own
their respective assets or properties or any part thereof (in any such case to an extent which is material in the context of the Wider
SiRViS IT Group or SiRViS IT Holdings);
* impose any material limitation on, or result in a material delay in, the ability of SiRViS IT Holdings to acquire or hold or
exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities of any member of the Wider SiRViS
IT Group or on the ability of any member of the Wider SiRViS IT Group to hold or exercise effectively, directly or indirectly, all or any
rights of ownership of shares or other securities or to exercise management control over any other member of the Wider SiRViS IT Group;
* except pursuant to Part 28 of the Companies Act 2006, require SiRViS IT Holdings or the Wider SiRViS IT Group to offer to acquire
any shares or other securities or rights thereover in any member of the Wider SiRViS IT Group owned by any third party where such
acquisition would be material in the context of the Offer;
* make the Offer or its implementation or the proposed acquisition by SiRViS IT Holdings of any SiRViS IT Shares or other securities
in SiRViS IT or the acquisition or control of SiRViS IT or any member of the Wider SiRViS IT Group, illegal, void or unenforceable in or
under the laws of any relevant jurisdiction or directly or indirectly materially restrict or delay, prohibit or otherwise materially
interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge, the
Offer or the acquisition of any SiRViS IT Shares or other securities in SiRViS IT, or control of SiRViS IT, by SiRViS IT Holdings;
* result in any member of the Wider SiRViS IT Group or SiRViS IT Holdings ceasing to be able to carry on business in a manner which
it presently does so, the consequences of which would be material in the context of the Wider SiRViS IT Group or SiRViS IT Holdings taken as
a whole;
* imposes any material limitation on the ability of SiRViS IT Holdings or the Wider SiRViS IT Group to conduct or co-ordinate or
integrate its business, or any part of it, with the business of SiRViS IT Holdings or the Wider SiRViS IT Group; or
* otherwise adversely affect any or all of the business, assets or profits of SiRViS IT Holdings or the Wider SiRViS IT Group, in
each case to a material extent,
and all applicable waiting and other time periods during which such Relevant Authority could decide to take, institute, implement or
threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene under the laws of any relevant
jurisdiction having expired, lapsed or been terminated;
3. all authorisations, orders, grants, recognitions, consents, confirmations, clearances, licences, permissions and approvals
("authorisations") required by law or regulation in any relevant jurisdiction for or in respect of the Offer and the proposed acquisition of
any shares or securities, directly or indirectly, in, or control of, SiRViS IT or any member of the Wider SiRViS IT Group by SiRViS IT
Holdings having been obtained in terms and/or form reasonably satisfactory to SiRViS IT Holdings from all appropriate Relevant Authorities
or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Wider SiRViS IT Group has
entered into contractual arrangements and such authorisations together with all authorisations necessary for any member of the Wider SiRViS
IT Group to carry on its business remaining in full force and effect and there being no notice or intimation of any intention to revoke,
suspend, materially modify or not to renew 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 relevant 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 by SiRViS IT Holdings of SiRViS IT or of any SiRViS IT
Shares or any matters arising therefrom having been complied with;
4. save as Disclosed, there being no provision of any authorisation, arrangement, agreement, permit, lease, licence or other
instrument to which any member of the Wider SiRViS IT Group is a party or by or to which it or any of its assets may be bound, entitled or
subject in any circumstance, which would as a consequence of the making or implementation of the Offer or the acquisition or proposed
acquisition by SiRViS IT Holdings directly or indirectly of SiRViS IT or because of a change in the control or management of SiRViS IT or
any member of the Wider SiRViS IT Group or any matters arising therefrom or otherwise, could or might reasonably be expected to result in
(in any such case which is or would be material in the context of the Wider SiRViS IT Group as a whole):
* any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the Wider SiRViS IT
Group being or becoming repayable or being capable of being or becoming declared repayable immediately or earlier than the stated maturity
or repayment date or the ability of any member of the Wider SiRViS IT Group to borrow monies or incur any indebtedness being or becoming
capable of being or becoming withdrawn, prohibited or inhibited or materially and adversely affected;
* any such agreement, authorisation, arrangement, permit, lease, licence or other instrument or any right, interest, liability or
obligation of any member of the Wider SiRViS IT Group therein, being terminated or materially or adversely modified or affected or any
adverse action being taken or any onerous obligation or liability arising thereunder;
* any mortgage, charge or other security interest being created over the whole or any part of the business, property or assets of
any member of the Wider SiRViS IT Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced;
* the value of any member of the Wider SiRViS IT Group or its financial or trading position or prospects being prejudiced or
adversely affected;
* any assets, property or interests of any member of the Wider SiRViS IT Group being or falling to be charged or disposed of or any
right arising under which any such asset, property or interest could be required to be disposed of or charged otherwise than in the ordinary
course of business;
* the rights, liabilities, obligations or interests or business of any member of the Wider SiRViS IT Group in or with any other
venture, person, firm, partnership, body or company (or any arrangements relating to such interests, liabilities, obligations, rights or
business) being terminated or adversely modified or affected;
* any member of the Wider SiRViS IT Group ceasing to be able to carry on business under any name under which it currently does so or
any person presently not able to carry on business under any name which SiRViS IT presently does becoming able to do so;
* the creation of any liability, actual or contingent, by any member of the Wider SiRViS IT Group; or
* the financial or trading position or prospects or value of SiRViS IT being materially adversely affected or prejudiced;
and no event having occurred which, under any provision of any authorisation, arrangement, agreement, licence, lease, permit or other
instrument to which SiRViS IT is a party, or by or to which SiRViS IT or any of its assets may be bound, entitled or subject, is reasonably
likely to result in any of the events or circumstances as are referred to in items (a) to (i) of this paragraph 4 (in each case to an extent
which is material in the context of the Wider SiRViS IT Group as a whole);
5. since 31 May 2008 (being the date to which the latest audited preliminary results of SiRViS IT were made up) (the "Accounts
Date"), and save as Disclosed, no member of the SiRViS IT Group having:
(a) recommended, declared, paid or made, or proposed the recommendation, declaration, paying or making of, any dividend, bonus or
other distribution (whether in cash or otherwise) other than dividends lawfully paid to SiRViS IT or its wholly-owned subsidiaries;
(b) (save for SiRViS IT Shares issued pursuant to the exercise of options granted under the SiRViS IT Share Option Schemes or
otherwise or as between SiRViS IT and wholly-owned subsidiaries of SiRViS IT ("Intra-SiRViS IT Group Transactions")) issued, or authorised
or proposed or agreed the issue or grant of, additional shares of any class or securities convertible into, or rights over, SiRViS IT Shares
or convertible securities or purchased, redeemed, repaid, reduced or reclassified any part of its share capital or proposed or announced an
intention to do so or make any other change to its share capital;
(c) authorised, issued, or proposed the issue of, any debentures or incurred or increased any indebtedness or contingent liability of
an aggregate amount which is material in the context of the Wider SiRViS IT Group as a whole;
(d) merged or demerged with any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over (in each case otherwise than in the ordinary course of business) any material assets or any
right, title or interest in any material assets (including shares in subsidiaries, associates and trade investments and interests in real
property) or made any change in its share or loan capital, or implemented or authorised or proposed a reconstruction, amalgamation,
commitment or scheme of arrangement, or authorised or proposed or announced any intention to propose any merger, demerger, acquisition,
disposal, transfer, reconstruction, amalgamation, commitment, scheme of arrangement or change as aforesaid;
(e) entered into or varied or terminated or authorised, proposed or announced its intention to enter into or vary or terminate any
material contract (including any guarantee), transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise)
which is not in the ordinary course of business or is of a long-term or unusual or onerous nature or magnitude or which would be restrictive
of the business of SiRViS IT or involves or would be likely to involve an obligation of a nature or magnitude which is other than in the
ordinary course of business and which in each case would be material in the context of the Wider SiRViS IT Group taken as a whole or which
is or is likely to be restrictive in any material respect on the business of any member of the Wider SiRViS IT Group or SiRViS IT Holdings;
(f) save in the ordinary course of business, mortgaged, charged, encumbered or created any other security interest over the whole or
any part of the business, property or assets of SiRViS IT or over any right, title or interest in any such assets to an extent which would
be material in the context of the Wider SiRViS IT Group;
(g) entered into or varied or agreed or offered (such offer remaining open for acceptance) to enter into or vary the terms of any
service agreement with any of the directors or senior executives of SiRViS IT or any of its subsidiaries which would in either case lead to
a significant increase in the cost of employing such persons;
(h) taken or proposed any corporate action or had any legal proceedings started or threatened against it or had any petition
presented for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer or had any such person appointed in respect of all or any of its assets and/or revenues
or any analogous proceedings or steps in any jurisdiction having been taken or for the appointment of any analogous person in any
jurisdiction to have occurred to an extent which would be material in the context of SiRViS IT;
(i) been, or admitted in writing 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 material part of its business, in any case,
with a material adverse effect on the Wider SiRViS IT Group taken as a whole;
(j) entered into any contract, transaction or arrangement which would be restrictive on the scope of its business or any part of any
member of the Wider SiRViS IT Group's business and which would have a material effect on its business;
(k) waived or compromised any claim otherwise than in the ordinary course of business to an extent which would be material in the
context of the Wider SiRViS IT Group taken as a whole;
(l) made any material amendments or variations to its memorandum or articles of association, or other constitutional documents;
(m) purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or
reduced or made any other change to any part of its share capital which is material in the context of the Wider SiRViS IT Group taken as a
whole;
(n) sold, assigned or otherwise disposed of any property or any rights to or interests in any property currently owned or occupied by
it to an extent which would be material in the context of the Wider SiRViS IT Group taken as a whole;
(o) made or agreed or consented to:
(i) any significant change to:
(aa) the terms of the trust deeds constituting the pension schemes established for
its directors, employees or their dependents; or
(bb) the benefits which accrue or to the pensions which are payable thereunder;
or
(cc) the basis on which qualification for, or accrual or entitlement to such benefits
or pensions are calculated or determined; or
(dd) the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made;
(ii) any change to the trustees including the appointment of a trust corporation; or
(p) 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 person employed by the Wider SiRViS IT Group;
(q) passed any resolution in general meeting or made any offer (which remains open for acceptance) to sanction, approve, or implement
any such issue, merger, de-merger, acquisition, disposal, change, transaction, contract or commitment or otherwise as is referred to in this
paragraph 5; or
(r) experienced any material adverse change or material deterioration of the business, assets, financial or trading position or
profits of the Wider SiRViS IT Group taken as a whole;
6. Since the Accounts Date and save as Disclosed:
(a) no litigation, arbitration, prosecution, investigation or other legal proceedings having been instituted, announced or threatened
or become pending or remaining outstanding by or against any member of the Wider SiRViS IT Group or to which any member of the Wider SiRViS
IT Group is or may become a party (whether as claimant, respondent or otherwise) and no enquiry or investigation by or complaint or
reference to any Relevant Authority or other investigative body having been threatened, announced, implemented or instituted or remaining
outstanding against or in respect of any member of the Wider SiRViS IT Group which, in any such case, would or might reasonably be expected
adversely to affect any member of the Wider SiRViS IT Group to an extent which is material in the context of the Wider SiRViS IT Group taken
as a whole;
(b) no adverse change having occurred in the business, assets, financial or trading position, profits or prospects of any member of
the Wider SiRViS IT Group which in any case would have a material adverse effect on the Wider SiRViS IT Group taken as a whole;
(c) no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider SiRViS IT Group which is necessary for the proper carrying on of its business
and which might be reasonably likely to affect adversely any part of the Wider SiRViS IT Group to an extent which is material in the context
of the Wider SiRViS IT Group taken as a whole;
(d) no material contingent or other liability having arisen or become apparent or increased which might be reasonably likely to
affect adversely SiRViS IT to an extent which would be material in the context of the Wider SiRViS IT Group taken as a whole or which is
material in the context of the Offer;
7. Intellectual property:
(a) Each member of the Wider SiRViS IT Group owning or having licensed to it or otherwise possessing legally enforceable rights to
use all intellectual property that is required or reasonably necessary for the conduct of business of the relevant member of the Wider
SiRViS IT Group as currently conducted and the absence of which, individually or in the aggregate, would be material in the context of the
Wider SiRViS IT Group taken as a whole;
(b) no member of the Wider SiRViS IT Group having infringed any intellectual property rights of any third party where the
consequences of such infringement would be material in the context of the Wider SiRViS IT Group taken as a whole; or
(c) no claims have been asserted in writing or threatened in writing by any person:
(i) that the Wider SiRViS IT Group infringes any intellectual property of any third party; or
(ii) challenging the ownership of any member of the Wider SiRViS IT Group to, or the
validity or effectiveness of, any of its intellectual property;
and to an extent which is material in the context of the Wider SiRViS IT Group taken as a
whole.
8. Save as Disclosed, SiRViS IT Holdings not having discovered that:
(a) any financial, business or other information concerning any member of the Wider SiRViS IT Group as contained in the information
disclosed publicly from time to time or disclosed to SiRViS IT Holdings or to any of its advisers or otherwise at any time by or on behalf
of any member of the Wider SiRViS IT Group, whether in the context of the Offer or otherwise, is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading and which
was not subsequently corrected before the date of this announcement by disclosure either publicly or otherwise to SiRViS IT Holdings which,
in any such case, is material in the context of the Wider SiRViS IT Group taken as a whole; or
* any information which affects the import of any such information as in mentioned in condition 8(a);
* any member of the Wider SiRViS IT Group is subject to any liability, contingent or otherwise, which is material in the context of
the Wider SiRViS IT Group taken as a whole;
* any partnership or company in which any member of the Wider SiRViS IT Group has a significant economic interest and which is not a
subsidiary of SiRViS IT is subject to any liability, contingent or otherwise, which is material in the context of the Wider SiRViS IT Group
taken as a whole;
* any past or present member of the Wider SiRViS IT Group has not complied with all applicable legislation or regulations of any
jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance
might give rise to any liability (whether actual or contingent) on the part of any member of the Wider SiRViS IT Group which is material in
the context of the Wider SiRViS IT Group taken as a whole) or that there has otherwise been any such disposal, discharge, spillage, leak or
emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same
may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of
the Wider SiRViS IT Group which is material in the context of the Wider SiRViS IT Group taken as a whole;
* there is, or is likely to be for that or any other reason, any liability (whether actual or contingent) to make good, repair,
alter, improve, reinstate or clean up any property now or previously owned, occupied, operated or made use of by any past or present member
of the Wider SiRViS IT Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any
Relevant Authority or otherwise and which is material in the context of the Wider SiRViS IT Group taken as a whole; or
* circumstances exist (whether as a result of the making of the Offer or otherwise) which might reasonably be expected to lead to
any Relevant Authority instituting, or whereby any member of the Wider SiRViS IT Group or SiRViS IT Holdings would be likely to be required
to institute, an environmental audit or take any other steps which in any such case might result in any factual or contingent liability on
the part of any member of the Wider SiRViS IT Group or SiRViS IT Holdings to improve or install new plant or equipment or make good, repair,
re-instate or clean up any land or other asset now or previously owned, occupied or made use of by any member of the Wider SiRViS IT Group
which liability is or is likely to be material in the context of the Wider SiRViS IT Group taken as a whole.
The conditions are inserted for the benefit of SiRViS IT Holdings and no SiRViS IT Shareholder shall be entitled to waive any of the
conditions without the prior written consent of SiRViS IT Holdings.
SiRViS IT Holdings reserves the right to elect to acquire the SiRViS IT Shares by way of a scheme of arrangement (as such term is
defined in Part 26 of the Companies Act 2006), with the consent of the Panel if required. In such event, such scheme will be implemented on
the same terms (subject to appropriate amendments, including (without limitation) that condition 1 would not apply), so far as applicable,
as those which would apply to the Offer.
Subject to the requirements of the Panel, SiRViS IT Holdings reserves the right to waive, in whole or in part, all or any of conditions
1 to 8 (inclusive) above. Each of conditions 1 to 8 (inclusive) and each sub-paragraph within each such condition shall be regarded as a
separate condition and shall not be limited by reference to any other condition or sub-paragraph.
The Offer will lapse unless all the conditions set out in 1 to 8 above are fulfilled or (if capable of waiver) waived by SiRViS IT
Holdings or, where appropriate, have been determined by SiRViS IT Holdings in its reasonable opinion to be or to remain satisfied no later
than midnight on the day which is 21 days after the later of the first closing date of the Offer and the date on which the Offer becomes or
is declared unconditional as to acceptances, or such later date as SiRViS IT Holdings may decide.
SiRViS IT Holdings shall be under no obligation to waive or treat as fulfilled any of conditions 1 to 8 (inclusive) by a date earlier
than the latest date specified above for the satisfaction 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.
Except with the consent of the Panel, SiRViS IT Holdings will not invoke any of the above conditions (except condition 1) so as to cause
the Offer not to proceed, or lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the relevant condition
are of material significance to SiRViS IT Holdings in the context of the Offer. This does not apply to condition 1 of this Appendix I.
If SiRViS IT Holdings is required by the Panel to make an offer for SiRViS IT Shares under the provisions of Rule 9 of the City Code,
SiRViS IT Holdings may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.
The Offer will lapse if, before 1.00 p.m. on the first closing date of the Offer or the date on which the Offer becomes or is declared
unconditional as to acceptances (whichever is later), (i) the Offer or any part of it is referred to the Competition Commission; or (ii)
following a request to the European Commission under Article 22(3) of Council Regulation 139/2004/EC (the "Regulation") in relation to the
Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article
6(1)(c) of the Regulation.
In circumstances where the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and
SiRViS IT Holdings will thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.
The SiRViS IT Shares which are the subject of the Offer will be acquired under the Offer fully paid and free from all liens, equitable
interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together
with all rights now or hereafter attaching thereto, including the right to receive and retain in full all dividends and other distributions
declared, made or paid (if any) in respect of the SiRViS IT Shares on or after the date of this announcement;
The Offer will comply with the rules and regulations of the London Stock Exchange and the provisions of the City Code. The Offer and any
acceptances under it will be governed by English law and will be subject to the jurisdiction of the courts of England.
APPENDIX II
Bases and sources of information
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:
1. General
Financial information relating to SiRViS IT has been extracted from the relevant audited consolidated preliminary results announcement
and/or other public statements made by SiRViS IT.
Information relating to SiRViS IT Holdings has been provided by persons duly authorised by the board of directors of SiRViS IT
Holdings.
Information relating to NAV LLP has been extracted from published sources and/or provided by persons duly authorised by NAV LLP.
2. Value of the Offer
The value of the Offer has been calculated on the basis of 3,300,000 SiRViS IT Shares in issue as at the date of this announcement (as
sourced from SiRViS IT's AIM rule 26 website disclosures).
The Offer values the current issued ordinary share capital of SiRViS IT at �5.28 million based on the Offer Price of 160 pence for each
SiRViS IT Share.
3. Share prices
The prices of shares on a particular date are derived from the closing middle market quotation of a SiRViS IT Share as derived from the
Daily Official List for that date.
4. Time
All the times referred to in this announcement are London times.
APPENDIX III
Definitions
The following definitions apply throughout this announcement unless the context requires otherwise:
"AIM" the market known as AIM operated by the
London Stock Exchange;
"Approved Scheme" The SiRViS IT plc Approved Share Option
Scheme;
"Australia" the Commonwealth of Australia,
its states, possessions and territories and all
areas subject to its jurisdiction and any political
subdivision thereof;
"Business Day" a day (excluding Saturdays,
Sundays and UK public holidays) on which
clearing banks are open for the transaction of
general commercial business in the City
of London;
"Canada" Canada, its provinces, possessions and territories and all
areas subject to its jurisdiction and any political
sub-division thereof;
"certificated" or "in the description of a share or other security which is not in
certificated form" uncertificated form (that is, not in CREST);
"City Code" or "Code" the City Code on Takeovers and Mergers issued by the Panel,
as amended from time to time;
"Companies Act" the Companies Act 1985 (as amended);
"Companies Act 2006" the Companies Act 2006 (to the extent in force);
"Concert Party" SiRViS IT Holdings Limited, Oryx, the NAV Fund and NAV LLP;
"CREST" the computerised settlement system (as defined in the CREST
Regulations) operated by Euroclear UK & Ireland Limited which
facilitates the transfer of title to shares in uncertificated
form;
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.
3755), including (i) any enactment or subordinate legislation
which amends or supersedes those regulations and (ii) any
applicable rules made under those regulations or any such
enactment or subordinate legislation for the time being in
force;
"Daily Official List" the Daily Official List published by the London Stock
Exchange;
"Disclosed" (i) as disclosed in SiRViS IT's preliminary results
announcement for the year ended 31 May 2008; (ii) as publicly
announced by SiRViS IT (by the delivery of an announcement to
an authorised Regulatory Information Service prior to 7.00
a.m. on 4 August 2008); (iii) as disclosed in this
announcement; or (iv) as otherwise fairly disclosed in
writing, to SiRViS IT Holdings by or on behalf of SiRViS IT
prior to 1 August 2008 in the context of the Offer;
"EMI Plan" the SiRViS IT plc executive management incentive plan;
"FinnCap" JMFinn Capital Markets Limited, nominated adviser and
financial adviser to SiRViS IT;
"Form of Acceptance" the form of acceptance and authority for use in connection
with the Offer accompanying the Offer Document (where
appropriate), to be completed by SiRViS IT Shareholders who
hold SiRViS IT Shares in certificated form and who wish to
accept the Offer (and "Forms of Acceptance" shall be
construed accordingly);
"Independent Directors" Peter Addison, Mark Lewis, Ian Bailey, Bob Brittaine and Ian
Lancaster;
"Japan" Japan, its cities, prefectures, territories and possessions
and all areas subject to its jurisdiction and any political
sub-division thereof;
"London Stock Exchange" London Stock Exchange plc;
"NAV Fund" a fund to which NAV LLP acts as Investment Adviser;
"NAV LLP" North Atlantic Value LLP, a UK limited liability partnership
incorporated under the Limited Liability Partnerships Act
2000 with registered number OC304213 which is authorised and
regulated by the Financial Services Authority;
"Offer" the recommended cash offer to be made by Strand Partners on
behalf of SiRViS IT Holdings to acquire the entire issued and
to be issued ordinary share capital of SiRViS IT on the terms
and subject to the conditions to be set out in the Offer
Document and, where appropriate, the Form of Acceptance
including, where the context requires, any subsequent
revision, variation, extension or renewal of such offer;
"Offer Document" the formal document setting out the full terms and conditions
of the Offer to be posted to SiRViS IT Shareholders within 28
days;
"Offer Period" the period commencing on (and including) the date of this
announcement and ending on the date on which the Offer
becomes, or is declared, unconditional as to acceptances or
lapses;
"Offer Price" the price of 160 pence per SiRViS IT Share;
"Oryx" Oryx International Growth Fund Limited, a close-ended
investment company incorporated in Guernsey as a company
limited by shares whose registered office is at Royal Bank
Place, 1 Glategay Esplanade, St Peter Port, Guernsey GY1 2NS,
Channel Islands;
"Overseas Shareholders" SiRViS IT Shareholders (or nominees of, or
custodians or trustees for, SiRViS
IT Shareholders) not resident in or citizens of the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Regulatory Information a channel recognised by the Financial Services Authority from
Service" time to time as a channel for the dissemination of regulatory
information;
"SiRViS IT" or the "Company" SiRViS IT plc, a company incorporated in
England and Wales with registered
number 3156124 whose registered office is
at Blackbrook House, Ashbourne Road,
Blackbrook, Belper, Derbyshire DE56 2DB;
"SiRViS IT Board" or "Board" the board of directors of SiRViS IT as at the
date of this announcement;
"SiRViS IT Group" or "Group" SiRViS IT and its existing subsidiaries and
subsidiary undertakings;
"SiRViS IT Share Option the SiRViS IT share option schemes, comprising the EMI Plan,
Schemes" the Approved Scheme and the Unapproved Scheme, in each case
operated by SiRViS IT;
"SiRViS IT Share Options" subsisting options or awards or other rights to acquire or
subscribe for SiRViS IT Shares granted in accordance with the
terms of the SiRViS IT Share Option Schemes or otherwise;
"SiRViS IT Shares" the existing issued or unconditionally allotted and fully
paid (or credited as fully paid) ordinary shares of 40 pence
each in the capital of the Company and any further such
shares which are unconditionally allotted or issued fully
paid (or credited as fully paid) on or prior to the date on
which the Offer closes or, subject to the provisions of the
City Code, by such earlier date or dates as SiRViS IT
Holdings may determine, including any such shares issued or
unconditionally allotted upon the exercise of options granted
under the SiRViS IT Share Option Schemes or otherwise;
"SiRViS IT Shareholders" the holders, from time to time, of SiRViS
IT Shares;
"SiRViS IT Holdings" SiRViS IT Holdings Limited, a company registered in England
and Wales with number 6656353 and whose registered office is
at Ground Floor, Ryder Court, 14 Ryder Street, London SW1Y
6QB;
"SiRViS IT Holdings Board" the board of directors of SiRViS IT Holdings, as at the date
of this announcement, being Jeremy Brade and James Agnew;
"SiRViS IT Holdings Ordinary SiRViS IT Holdings ordinary shares of 100 pence each in the
Shares" capital of SiRViS IT Holdings;
"Subscription Agreement" the agreement dated 4 August 2008 entered into by the NAV
Fund and SiRViS IT Holdings, further details of which are to
be set out in the Offer Document;
"South Africa" South Africa, its possessions and territories and all areas
subject to its jurisdiction or any political subdivision
thereof;
"Strand Partners" Strand Partners Limited which is authorised and regulated by
the Financial Services Authority;
"Unapproved Scheme" The SiRViS IT plc Unapproved Share Option Scheme;
"uncertificated" or "in recorded on the relevant register of the share or
uncertificated form" security concerned 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 Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland;
"United States" or "USA" the United States of America, its territories or possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction;
"U.S. Person(s)" a citizen or permanent resident of the United States as
defined in Regulation S promulgated under the U.S. Securities
Act;
"U.S. Securities Act" United States Securities Act of 1933 (as amended) and rules
and regulations thereunder; and
"Wider SiRViS IT Group" means SiRViS IT, its subsidiaries, subsidiary undertakings
and associated undertakings and any other body corporate,
partnership, joint venture or person in which SiRViS IT and
such undertakings (aggregating their interests) have an
interest (direct or indirect) in 20 per cent. or more of the
voting or equity capital (or the equivalent).
Save where otherwise stated, for the purpose of this announcement, "subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" shall be construed in accordance with the Companies Act 2006 (but for this purpose ignoring paragraph 19 of Schedule 6 of the
Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008).
In this announcement, the singular includes the plural and vice versa, unless the context otherwise requires.
All references to legislation in this announcement are to English legislation unless the contrary is stated. Any
references to any provision of any legislation shall include any amendment, re-enactment or extension
thereof.
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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