Offer by Capita Group PLC

11th Mar 2008 11:21

Computerland UK PLC11 March 2008 This announcement is not for release, publication or distribution in whole or inpart, directly or indirectly, in, into or from the United States, Canada, Japanor any other Prohibited Jurisdiction if to do so would constitute a violation ofthe relevant laws of such other Prohibited Jurisdiction. 11 March 2008 Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UKplc ("ComputerLand") Summary • Capita has reached agreement with the ComputerLand Board on the termsof a recommended cash offer to acquire the issued and to be issued share capitalof ComputerLand at a price of 270 pence per ComputerLand Share, valuing thefully diluted ordinary share capital of ComputerLand at approximately £28.9million. • Capita has received irrevocable undertakings to accept or procure theacceptance of the Offer in respect of 4,488,773 ComputerLand Shares representing43.9 per cent. of the issued share capital of ComputerLand. • ComputerLand provides services designed to improve businessproductivity, increase the quality of IT and reduce IT costs to corporateclients. The acquisition of ComputerLand will add substantially to the breadthand depth of Capita's existing capability, particularly the bringing together ofboth companies' managed IT services. In addition, the increased scale willenable Capita to offer enhanced propositions to existing and new clients. • ComputerLand's managed IT services business has a growing, high-qualitycustomer base and a significant proportion of ComputerLand's product sales arederived from managed services customers which include O2, British Sugar,Experian and Heinz. In the year ended 30 April 2007, ComputerLand generatedtotal revenues of £67 million including contracted revenues of £18.6 million. Commenting on the Offer, Paul Pindar, Chief Executive of Capita, said: "ComputerLand's existing customer base and range of services complements ourexisting IT services business and the acquisition will give us greater breadthand depth of expertise with which to assist existing clients and provide genuine'value added' services to new ones. We see particularly exciting growthprospects for the managed services side of the business, where Capita'sestablished strength in the UK outsourcing market will add further credibilityand scale to ComputerLand, allowing it to consider a wider range of potentialcustomers and projects. We have been a client of ComputerLand since 2001 andlook forward to its inclusion within the Capita Group." Commenting on the Offer, Graham Gilbert, Chairman and Chief Executive ofComputerLand, said: "The ComputerLand Board believes that the offer from Capita of 270 pence in cashper ComputerLand share provides both an attractive premium and certainty ofvalue today for ComputerLand shareholders. We believe that the Capita Group hasthe financial resources and expertise to invest actively in the futuredevelopment of the ComputerLand business, thus enhancing ComputerLand's positionand that ComputerLand will benefit significantly from being part of the CapitaGroup." • The price of 270 pence for each ComputerLand Share represents a premiumof approximately: o 31 per cent. to the Closing Price of 206.0 pence per ComputerLandShare on 10 March 2008, being the last Business Day prior to this announcement; o 40 per cent. to the average Closing Price of approximately 193.2pence per ComputerLand Share for one month prior to 10 March 2008, being thelast Business Day prior to this announcement; o 40 per cent. to the average Closing Price of approximately 192.7pence per ComputerLand Share for three months prior to 10 March 2008, being thelast Business Day prior to this announcement; and o 27 per cent. to the average Closing Price of approximately 212.1pence per ComputerLand Share for the 12 months prior to 10 March 2008, being thelast Business Day prior to this announcement. • The ComputerLand Board, which has been so advised by Charles Stanley &Co. Limited ("Charles Stanley"), unanimously considers the terms of the Offer tobe fair and reasonable to ComputerLand Shareholders as a whole. In providingadvice to the ComputerLand Board, Charles Stanley has taken into account thecommercial assessments of the ComputerLand Directors. Accordingly, theComputerLand Directors unanimously recommend that ComputerLand Shareholdersaccept the Offer, as all the ComputerLand Directors have irrevocably undertakento do or procure, in respect of their own and their spouses' and related trusts'beneficial holdings of ComputerLand Shares (unless Capita otherwise acquiressuch ComputerLand Shares), which amount in aggregate to 3,810,000 ComputerLandShares, representing, approximately 37.3 per cent. of the existing issued sharecapital of ComputerLand. Further information on the terms and conditions to which the Offer will besubject are contained in Appendix 1 to this announcement and will be containedin the Offer Document, which Capita expects to post to ComputerLand Shareholdersno later than 5:00 p.m. today. Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively as sole financial adviser to Capita and no one else in connectionwith the Offer and will not be responsible to anyone other than Capita forproviding the protections afforded to clients of Landsbanki nor for providingadvice in relation to the Offer or any other matters referred to in thisannouncement. Charles Stanley, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as sole financial adviser toComputerLand and no one else in connection with the Offer and will not beresponsible to anyone other than ComputerLand for providing the protectionsafforded to clients of Charles Stanley nor for providing advice in relation tothe Offer or any other matters referred to in this announcement. This summary should be read in conjunction with the full text of the attachedannouncement. Appendix 1 to this announcement contains the conditions of andcertain further information about the Offer. Appendix 2 to this announcementcontains source notes relating to certain information presented in thisannouncement. Certain terms used in this announcement are defined in Appendix 3to this announcement. Terms used in this summary shall have the meaning given to them in the fullannouncement. For further information:Capita Tel: +44 (0)20 7799 1525Paul Pindar, Chief ExecutiveShona Nichols, Corporate Communications DirectorCaroline Mooney, Capita Press Office Tel: +44 (0)20 7654 2152 or +44 (0)870 2400 488 out of hours Landsbanki (financial adviser to Capita) Tel: +44 (0)20 7426 9000Rashmi Sinha, DirectorEmma Lowe, Associate Director ComputerLand Tel: +44 (0)115 931 8000Graham Gilbert, Chairman & Chief ExecutiveMike Kent, Finance Director Charles Stanley (financial adviser to ComputerLand) Tel: +44 (0)20 7149 6000Mark Taylor, Managing DirectorRichard Thompson, Head of Corporate Finance It is intended that the Offer Document and the Form of Acceptance will be postedto ComputerLand Shareholders (other than those in any Prohibited Jurisdiction)no later than 5:00 p.m. today. The Offer Document and the Form of Acceptancewill in any event be posted within twenty eight days of this announcement,unless otherwise agreed with the Panel. This announcement does not constitute, or form any part of, any offer or aninvitation to purchase or sell or, any solicitation of any offer to purchase,sell or subscribe for any securities. Any acceptance or other response to theOffer should be made only on the basis of the information contained or referredto in the Offer Document and the Form of Acceptance. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom. The Offer Document will be available for publicinspection and will also be posted on Capita's website. The ComputerLand Directors accept responsibility for the information containedin this announcement relating to ComputerLand, the ComputerLand Group, theComputerLand Directors and the members of their immediate families, relatedtrusts and persons connected with them (save, in each case, for information onCapita's future plans for ComputerLand, the ComputerLand Group and itsmanagement and employees). The Capita Directors accept responsibility for allother information contained in this announcement. To the best of the knowledgeand belief of the ComputerLand Directors and the Capita Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they each accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Japan or any Prohibited Jurisdiction. Personswho are not resident in the United Kingdom should inform themselves about, andobserve, any applicable legal or regulatory requirements. Unless otherwise determined by Capita and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or from, or by the use of the mails of, or by any othermeans (including, without limitation, electronic mail, facsimile transmission,telex, telephone, internet or other forms of electronic communication) ofinterstate or foreign commerce of, or any facility of a national securitiesexchange of any jurisdiction where to do so would violate the laws of thatjurisdiction and will not be capable of acceptance in, or by any such use, meansor facility or from within, any such jurisdiction. Accordingly, unless otherwisedetermined by Capita, copies of this announcement are not being, and must notbe, directly or indirectly, mailed, transmitted or otherwise forwarded,distributed or sent in, into or from any such jurisdiction and persons receivingthis announcement (including, without limitation, custodians, nominees andtrustees) must not mail or otherwise distribute or send it in, into or from suchjurisdiction, as doing so may invalidate any purported acceptance of the Offer.Any person (including, without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas ComputerLand Shareholders will becontained in the Offer Document. In accordance with normal UK market practice, Capita or any person acting on itsbehalf may from time to time make certain market or private purchases of, ormake arrangements to purchase, directly or indirectly, ComputerLand Shares otherthan pursuant to the Offer. Any information about such purchases will bepublicly announced as required by law or regulation in the UK. Forward-looking statements This announcement includes certain statements about ComputerLand or Capita (andtheir respective groups and/or subsidiary undertakings) that are or may beforward-looking statements. All statements other than statements of historicalfacts included in this announcement may be forward-looking statements. Thesestatements are based on the current expectations of the management ofComputerLand or Capita (as the case may be) and are naturally subject touncertainty and changes in circumstances. The forward-looking statementscontained herein may include statements about the expected effects onComputerLand or Capita, following the Offer becoming or being declaredunconditional in all respects, the expected timing and scope of the Offer,anticipated earnings enhancements, estimated cost savings and other synergies,costs to be incurred in achieving synergies, other strategic options and allother statements in this document other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intend", "expect", "anticipate", "target", "estimate", "goal", "believe", "will", "may", "should", "would", "could", "plan" or words of similar meaningor import. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willor may occur in the future. There are a number of factors that could causeactual results and developments to differ materially from those expressed in, orimplied by, such forward-looking statements. These factors include, but are notlimited to, the satisfaction of the conditions to the Offer, and the CapitaGroup's ability to successfully integrate the operations and employees ofComputerLand, as well as additional factors, such as changes in economicconditions, changes in the level of capital investment, success of business andoperating initiatives and restructuring objectives, customers' strategies andstability, changes in the regulatory environment, fluctuations in interest andexchange rates, the outcome of litigation, government actions and naturalphenomena such as floods, earthquakes and hurricanes. Other unknown orunpredictable factors could cause actual results to differ materially from thosein the forward-looking statements. Investors should not place undue reliance onsuch forward-looking statements and neither ComputerLand nor Capita undertakesany obligation to update publicly or revise forward-looking statements, whetheras a result of new information, future events or otherwise, except to the extentlegally required. Dealings disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of ComputerLand, all "dealings" in any "relevant securities" of ComputerLand (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of ComputerLand, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of ComputerLand by Capita or ComputerLand, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should contact the Panel. If you are in any doubt as to what action you should take, or the contents ofthis announcement, you should immediately seek your own personal financialadvice from your stockbroker, bank manager, solicitor, accountant, fund manageror other independent financial adviser who, if you are taking advice in theUnited Kingdom, is authorised under the Financial Services and Markets Act 2000and specialises in advising on the acquisition of shares and other securities,or, if you are taking advice outside the United Kingdom, is an appropriatelyauthorised independent financial adviser with such a specialism. This announcement is not for release, publication or distribution in whole or inpart, directly or indirectly, in, into or from the United States, Canada, Japanor any other Prohibited Jurisdiction if to do so would constitute a violation ofthe relevant laws of such other Prohibited Jurisdiction. 11 March 2008 Recommended cash offer by The Capita Group PLC ("Capita") for ComputerLand UKplc ("ComputerLand") 1. Introduction The boards of Capita and ComputerLand are pleased to announce that they havereached agreement on the terms of a recommended cash offer to be made by Capitafor the entire issued and to be issued share capital of ComputerLand. 2. The Offer The Offer will be for the entire issued and to be issued share capital ofComputerLand and will be subject to the conditions and further terms containedin Appendix 1 to this announcement and to the conditions and further terms to beset out in the Offer Document and, in respect of ComputerLand Shares incertificated form, in the Form of Acceptance. The Offer will be made on thefollowing basis: For each ComputerLand Share 270 pence in cash The terms of the Offer value the current issued and to be issued share capitalof ComputerLand at approximately £28.9 million which represents a premium ofapproximately: (i) 31 per cent. to the Closing Price of 206.0 pence perComputerLand Share on 10 March 2008, being the last Business Day prior to thisannouncement; (ii) 40 per cent. to the average Closing Price of approximately193.2 pence per ComputerLand Share for one month prior to 10 March 2008, beingthe last Business Day prior to this announcement; (iii) 40 per cent. to the average Closing Price of approximately192.7 pence per ComputerLand Share for three months prior to 10 March 2008,being the last Business Day prior to this announcement; and (iv) 27 per cent. to the average Closing Price of approximately 212.1pence per ComputerLand Share for the 12 months prior to 10 March 2008, being thelast Business Day prior to this announcement. The ComputerLand Shares will be acquired pursuant to the Offer by Capita fullypaid and free from liens, equities, mortgages, charges, encumbrances, rights ofpre-emption and other third party rights or interests of any nature whatsoeverand together with all rights now or hereafter attaching thereto, including allvoting rights and the right to receive and retain all dividends and otherdistributions announced, declared, made or paid on or after the date of thisannouncement together with all interest accrued thereon. 3. Background to and reasons for recommending the Offer ComputerLand focuses on providing organisations with essential IT servicesdesigned to improve business productivity, to increase the quality of ITservices and to reduce IT costs.ComputerLand's products and services enable customers to improve theacquisition, implementation, management and support of their IT infrastructure.ComputerLand employs over 400 full time employees and has a strong customerbase, including O2, British Sugar, Experian and Heinz. ComputerLand joined AIM on 19 September 1997 with a market capitalisation of £6million, at an issue price of 100 pence per ComputerLand Share. The ComputerLandGroup's turnover has grown steadily over the last eleven years from £8.4 millionin the year ended 30 April 1996 to £67.0 million in the year ended 30 April2007. Profit before tax (stated before share-based payments and goodwillamortisation) has risen from £0.15 million to £2.8 million in the same period. The year to 30 April 2007 saw ComputerLand's best ever results with sales,profit before tax and earnings per share (both stated before share basedpayments and goodwill amortisation) all reaching record levels. The interimresults for the period to 31 October 2007 showed that managed services, projectservices and product supply businesses all performed strongly during the firstsix months of the financial year to 31 October 2007. Revenues of theComputerLand Group during the six-month period ended 31 October 2007 increasedby 10 per cent. to £33.9 million with services revenues growing by 13 per cent.to £11.4 million. The ComputerLand Board believes that the Offer from Capita of 270 pence in cashper ComputerLand Share provides both an attractive premium and certainty ofvalue today for ComputerLand Shareholders, particularly given the currentuncertainty in general economic conditions. Furthermore, the ComputerLand Board also believes that ComputerLand will benefitsignificantly from being part of the Enlarged Capita Group. The Capita Grouphas the financial resources and expertise to invest actively in the futuredevelopment of the ComputerLand business, thus enhancing ComputerLand'scompetitive position. ComputerLand provides managed IT services and IT product reseller services,which Capita believes will fit well alongside Capita's IT services businesses.Capita has had a trading relationship with ComputerLand since 2001. In the yearto 31 December 2007, Capita's turnover with ComputerLand was approximately £11million. Capita has received irrevocable undertakings to accept the Offer fromComputerLand Shareholders holding 43.9 per cent. of the existing issued sharecapital of ComputerLand including Graham Gilbert who has a beneficial interestof 37.2 per cent. of the existing issued share capital of ComputerLand. In theevent of the Offer becoming unconditional in all respects and the ComputerLandShares being de-listed, ComputerLand Shareholders who do not accept the Offermay find that they own shares in an unlisted company controlled by Capita. As a result, the ComputerLand Board, who has been so advised by Charles Stanley,unanimously recommends that ComputerLand Shareholders accept the Offer. 4. Unanimous recommendation The ComputerLand Board, which has been so advised by Charles Stanley,unanimously considers the terms of the Offer to be fair and reasonable toComputerLand Shareholders as a whole. In providing advice to the ComputerLandBoard, Charles Stanley has taken into account the commercial assessments of theComputerLand Directors. Accordingly, the ComputerLand Directors unanimously recommend ComputerLandShareholders to accept the Offer, as all the ComputerLand Directors haveirrevocably undertaken to do or procure, in respect of their own and theirspouses' and related trusts' beneficial holdings of ComputerLand Shares (unlessCapita otherwise acquires such ComputerLand Shares), which amount in aggregateto 3,810,000 ComputerLand Shares, representing, approximately 37.3 per cent. ofthe existing issued share capital of ComputerLand. 5. Background to and reasons for the Offer ComputerLand provides managed IT services and IT product reseller services,which Capita believes will fit well alongside Capita's existing IT servicesbusiness. Capita has had a trading relationship with ComputerLand since 2001.In the year to 31 December 2007, Capita's turnover with ComputerLand wasapproximately £11 million. It is anticipated that ComputerLand will operate as a separate business unit,drawing upon and sharing Capita's support and sales opportunities. The CapitaBoard believes that the acquisition of ComputerLand has the followingattractions: (a) ComputerLand's managed IT services business has a growing, high-qualitycustomer base and a significant proportion of ComputerLand's product sales arederived from managed services customers which include O2, British Sugar,Experian and Heinz. In the year ended 30 April 2007, ComputerLand generatedtotal revenues of £67 million including contracted revenues of £18.6 million. (b) Capita's established leading position in the UK Business ProcessOutsourcing market will add further credibility and scale to ComputerLand'smanaged services business, allowing the business to bid for a greater range ofsubstantial opportunities than is currently possible; and (c) Capita can retain additional margin within the Enlarged Capita Group, bydirecting all of its IT product expenditure through ComputerLand. In thisregard, Capita spent approximately £11 million on IT product with alternativesuppliers in the year to 31 December 2007. 6. Irrevocable undertakings to accept the Offer As at the date of this document, Capita has received irrevocable undertakings toaccept the Offer in respect of a total of 4,488,773 ComputerLand Shares,representing 43.9 per cent of the existing issued share capital of ComputerLand(including in respect of 37.3 per cent. of the existing issued share capital ofComputerLand in which the ComputerLand Directors have a beneficial interest).The irrevocable undertakings received by Capita are as follows: (a) provided that this announcement is made and the Offer Document is postedto ComputerLand Shareholders on or before 11:59 p.m. on the date of thisannouncement, ComputerLand Directors have given irrevocable undertakings toaccept the Offer (unless Capita has already acquired the ComputerLand Shares thesubject of the irrevocable undertakings) in respect of 3,810,000 ComputerLandShares in which they are interested, representing approximately 37.3 per cent.of the existing issued share capital of ComputerLand. These irrevocableundertakings will remain binding in the event of a Competing Offer forComputerLand. The number of ComputerLand Shares to which each undertakingrelates is stated below, together with the proportion of the existing issuedshare capital of ComputerLand which those ComputerLand Shares represent: ComputerLand Directors Number of ComputerLand Shares Percentage of existing issued share capitalGraham Gilbert* 3,800,000 37.2Julie Baddeley 10,000 0.1 *1,000,000 of the ComputerLand Shares of which Graham Gilbert is interested areheld in the name of his spouse, Deborah Gilbert (b) Turcan Connell Solicitors have irrevocably undertaken to accept theOffer in respect of 335,823 ComputerLand Shares over which it has discretionarycontrol, representing approximately 3.3 per cent. of the existing issued sharecapital of ComputerLand. This undertaking will cease to be binding if acompeting offer is made for ComputerLand which represents a value of not lessthan 115 per cent. of the value per ComputerLand Share under the Offer; and (c) Northern Venture Trust PLC has irrevocably undertaken to accept theOffer in respect of 342,950 ComputerLand Shares over which it has discretionarycontrol, representing approximately 3.4 per cent. of the existing issued sharecapital of ComputerLand. This undertaking will cease to be binding if acompeting offer is made for ComputerLand which represents a value of not lessthan 115 per cent. of the value per ComputerLand Share under the Offer. 7. Information on the ComputerLand Group ComputerLand is a provider of IT services and IT product reseller services tomedium and large sized UK companies. ComputerLand employs over 400 full time employees and has a strong customerbase, including O2, British Sugar, Experian and Heinz. ComputerLand is a publiclimited company registered in England and Wales and is listed on AIM under thesymbol CPU (ISIN Number GB0001500353). For the six months ended 31 October 2007, ComputerLand reported, for itscontinuing businesses, revenues of £33.9 million. For the year ended 30 April2007, ComputerLand reported revenues of £67.0 million (2006: £59.3 million) andprofit before tax (stated before share-based payments and goodwill amortisation)of £2.8 million (2006: £2.2 million). ComputerLand's net assets and cash at bankas shown in its interim statement to 31 October 2007 were £4.7 million and £8.7million respectively. 8. Information on and current trading and prospects for, the Capita Group Capita is a leading provider of integrated professional support servicesolutions. The Capita Group's service capabilities encompass customer services,insurance services, human resource services, software services, systems andstrategic support and property services delivered to both public sector andprivate organisations. Capita, a FTSE 100 company, is quoted on the London StockExchange, with a current market capitalisation as at 10 March 2008 (the latestpracticable date prior to this announcement) of approximately £4,168 million.For the year to 31 December 2007, Capita reported revenues of £2,073 million(2006: £1,739 million), and profit before tax (stated before goodwillamortisation) of £238 million (2006: £200 million). Capita's net assets at 31December 2007 were £332 million. Capita performed strongly in 2007 with a number of new major contracts won inthe year, and has a strong pipeline for 2008 and beyond. The Capita Boardbelieves there is strong demand for outsourcing and the businesses across theCapita Group are experiencing good trading conditions. Capita's successes in 2007 and progress in the first weeks of 2008 underpin itscontinued growth in 2008. With healthy sales prospects, Capita is positionedwell for further strong performance thereafter. 9. Financing of the Offer Full acceptance by all the ComputerLand Shareholders of the Offer would requirea cash payment by Capita of approximately £28.9 million. The cash considerationpayable under the Offer will be funded from an existing facility and theexisting cash resources of Capita. Landsbanki is satisfied that the necessary cash resources are available toCapita through its existing bank facilities to enable Capita to satisfy theconsideration payable as a result of full acceptance of the Offer. 10. ComputerLand management, employees and locations Capita has given assurances to the ComputerLand Board that, upon the Offerbecoming or being declared unconditional in all respects, the existingcontractual employment rights of all employees of the ComputerLand Group,including pension obligations, will be safeguarded. Capita has also confirmed that ComputerLand's head office will continue to belocated in Nottingham. Immediately following the Offer being declared unconditional in all respects,Capita intends to appoint new directors to the ComputerLand Board and theexisting non-executive ComputerLand Directors, namely Giles Vardey and JulieBaddeley, will resign from the ComputerLand Board from that time. 11. Inducement Fee On 10 March 2008, ComputerLand entered into an agreement with Capita (with theconsent of the Panel) pursuant to which, provided that Capita had made thisannouncement, posted the Offer Document to the ComputerLand Shareholders andacquired not less than 30 per cent. of the ComputerLand Shares on or before 11:59 p.m. on the date of this announcement, ComputerLand has agreed, inter alia,to pay Capita a fee equal to 1 per cent. of the value of the Offer (inclusive ofnon-recoverable value added tax) if, following this announcement: (a) (i) any director of ComputerLand: (A) withdraws or qualifies that recommendation; or (B) modifies it in a manner which is adverse to Capita or which reduces the likelihood of the Offer becoming wholly unconditional; and (ii) subsequently the Offer lapses or is withdrawn in accordance with its termsin relation to the non-fulfilment of the condition requiring a minimum of 90 percent. acceptances of the Offer, whether or not the Offer also lapses or iswithdrawn in relation to the non-fulfilment of any other condition; or (b) during the period before the Offer becomes or is declared whollyunconditional or lapses or is withdrawn, either: (i) a public announcement is made in respect of an actual or contemplatedCompeting Offer and the Offer subsequently lapses or is withdrawn in accordancewith its terms in relation to the non-fulfilment of the condition requiring aminimum of 90 per cent. acceptances of the Offer, whether or not the Offer alsolapses or is withdrawn in relation to the non-fulfilment of any other condition;or (ii) any other Substantial Transaction is publicly announced and the Offersubsequently lapses or is withdrawn in accordance with its terms in relation tothe non-fulfilment of the condition requiring a minimum of 90 per cent.acceptances of the Offer, whether or not the Offer also lapses or is withdrawnin relation to the non-fulfilment of any other condition. 12. ComputerLand Share Schemes The Offer extends to any ComputerLand Shares which are unconditionally allottedor issued fully paid (or credited as fully paid) before the date on which theOffer ceases to be open for acceptance (or such earlier date as Capita, subjectto the City Code, may decide) as a result of the exercise of options or thevesting of awards granted under the ComputerLand Share Schemes. If the Offer becomes or is declared unconditional in all respects, appropriateproposals will be made by Capita to participants holding outstanding options orawards pursuant to the ComputerLand Share Schemes in due course. 13. Disclosure of interests in ComputerLand relevant securities As at the date of this announcement, neither Capita, nor any of the CapitaDirectors, nor, so far as Capita or the Capita Directors are aware, any personacting in concert with Capita for the purposes of the Offer, owns or controlsany ComputerLand Shares or any securities convertible or exchangeable intoComputerLand Shares or any rights to subscribe for or purchase the same, orholds any options (including traded options) in respect of, or has any option toacquire, any ComputerLand Shares or has entered into any derivatives referencedto ComputerLand Shares ("Relevant ComputerLand Securities") which remainoutstanding or has a short position (including a short position under aderivative, an agreement to sell or a delivery obligation or right to requireanother person to take delivery), nor does any such person have any arrangementin relation to Relevant ComputerLand Securities. For these purposes,"arrangement" includes any indemnity or option arrangement, any agreement orunderstanding, formal or informal, of whatever nature, relating to RelevantComputerLand Securities which may be an inducement to deal or refrain fromdealing in such shares and any borrowing or lending of Relevant ComputerLandSecurities that have been on-lent or sold. 14. Compulsory acquisition, de-listing, cancellation of trading andre-registration Following the Offer becoming or being declared unconditional in all respects,Capita intends as soon as practicable and in accordance with the AIM Rules toprocure the making of an application by ComputerLand to the London StockExchange for the cancellation of admission to trading of ComputerLand Shares onAIM and also intends that ComputerLand be re-registered as a private companyunder the relevant provisions of the Companies Act. If this cancellationoccurs, it will significantly reduce the liquidity and marketability of anyComputerLand Shares not assented to the Offer, and their value may be affectedin consequence. It is anticipated that the cancellation of admission to tradingon AIM will take effect no earlier than 20 Business Days after the date on whichthe Offer becomes or is declared unconditional in all respects. Capita intendsto exercise its rights pursuant to the provisions of sections 979 to 982inclusive of the Companies Act to acquire compulsorily, on the same terms as theOffer, any outstanding ComputerLand Shares in respect of which the Offer has notbeen accepted. 15. Further details of the Offer There are no agreements or arrangements to which Capita is a party which relateto the circumstances in which it may or may not invoke or seek to invoke acondition of the Offer. 16. Overseas ComputerLand Shareholders The availability of the Offer to ComputerLand Shareholders who are not residentin the United Kingdom may be affected by the laws of their relevantjurisdiction. Such persons should inform themselves of, and observe, anyapplicable legal or regulatory requirements of their jurisdiction. Full details in relation to Overseas ComputerLand Shareholders will be containedin the Offer Document. 17. ComputerLand issued share capital In accordance with Rule 2.10 of the City Code, ComputerLand confirms that it has10,215,484 ComputerLand Shares in issue. The AIM symbol of ComputerLand is CPUand its ISIN code is GB0001500353. The Offer will be subject to the conditions and further terms set out inAppendix 1 to this announcement. The bases and sources of certain financial information contained in thisannouncement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 3 to thisannouncement. This announcement does not constitute, or form any part of, any offer or aninvitation to purchase or sell or, any solicitation of any offer to purchase,sell or subscribe for any securities. Any acceptance or other response to theOffer should be made only on the basis of the information contained or referredto in the Offer Document and the Form of Acceptance. The laws of relevantjurisdictions may affect the availability of the Offer to persons not residentin the United Kingdom. The Offer Document will be available for publicinspection and will also be posted on Capita's website. The ComputerLand Directors accept responsibility for the information containedin this announcement relating to ComputerLand, the ComputerLand Group, theComputerLand Directors and the members of their immediate families, relatedtrusts and persons connected with them (save in each case for information onCapita's future plans for ComputerLand, the ComputerLand Group and itsmanagement and employees). The Capita Directors accept responsibility for allother information contained in this announcement. To the best of the knowledgeand belief of the ComputerLand Directors and the Capita Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they each accept responsibility is inaccordance with the facts and does not omit anything likely to affect the importof such information. Landsbanki, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as sole financial adviserfor Capita and no one else in connection with the Offer and will not beresponsible to anyone other than Capita for providing the protections affordedto clients of Landsbanki nor for providing advice in relation to the Offer orany other matters referred to in this announcement. Charles Stanley, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as sole financial adviserfor ComputerLand and no one else in connection with the Offer and will not beresponsible to anyone other than ComputerLand for providing the protectionsafforded to clients of Charles Stanley nor for providing advice in relation tothe Offer or any other matters referred to in this announcement. This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same as thatwhich would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Japan or any Prohibited Jurisdiction. Personswho are not resident in the United Kingdom should inform themselves about, andobserve, any applicable legal or regulatory requirements. Unless otherwise determined by Capita and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or from, or by the use of the mails of, or by any othermeans (including, without limitation, electronic mail, facsimile transmission,telex, telephone, internet or other forms of electronic communication) ofinterstate or foreign commerce of, or any facility of a national securitiesexchange of any jurisdiction where to do so would violate the laws of thatjurisdiction and will not be capable of acceptance in, or by any such use, meansor facility or from within, any such jurisdiction. Accordingly, unless otherwisedetermined by Capita, copies of this announcement are not being, and must notbe, directly or indirectly, mailed, transmitted or otherwise forwarded,distributed or sent in, into or from any such jurisdiction and persons receivingthis announcement (including, without limitation, custodians, nominees andtrustees) must not mail or otherwise distribute or send it in, into or from suchjurisdiction, as doing so may invalidate any purported acceptance of the Offer.Any person (including, without limitation, any custodian, nominee and trustee)who would, or otherwise intends to, or who may have a contractual or legalobligation to, forward this announcement and/or any other related document toany jurisdiction outside the United Kingdom should inform themselves of, andobserve, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas ComputerLand Shareholders will becontained in the Offer Document. In accordance with normal UK market practice, Capita or any person acting on itsbehalf may from time to time make certain market or private purchases of, ormake arrangements to purchase, directly or indirectly, ComputerLand Shares otherthan pursuant to the Offer. Any information about such purchases will bepublicly announced as required by law or regulation in the UK. Forward-looking statements This announcement includes certain statements about ComputerLand or Capita (andtheir respective groups and/or subsidiary undertakings) that are or may beforward-looking statements. All statements other than statements of historicalfacts included in this announcement may be forward-looking statements. Thesestatements are based on the current expectations of the management ofComputerLand or Capita (as the case may be) and are naturally subject touncertainty and changes in circumstances. The forward-looking statementscontained herein may include statements about the expected effects onComputerLand or Capita, following the Offer becoming or being declaredunconditional in all respects, the expected timing and scope of the Offer,anticipated earnings enhancements, estimated cost savings and other synergies,costs to be incurred in achieving synergies, other strategic options and allother statements in this document other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intend", "expect", "anticipate", "target", "estimate", "goal", "believe", "will", "may", "should", "would", "could", "plan" or words of similar meaningor import. By their nature, forward-looking statements involve risk anduncertainty because they relate to events and depend on circumstances that willor may occur in the future. There are a number of factors that could causeactual results and developments to differ materially from those expressed in, orimplied by, such forward-looking statements. These factors include, but are notlimited to, the satisfaction of the conditions to the Offer, and the CapitaGroup's ability to successfully integrate the operations and employees ofComputerLand, as well as additional factors, such as changes in economicconditions, changes in the level of capital investment, success of business andoperating initiatives and restructuring objectives, customers' strategies andstability, changes in the regulatory environment, fluctuations in interest andexchange rates, the outcome of litigation, government actions and naturalphenomena such as floods, earthquakes and hurricanes. Other unknown orunpredictable factors could cause actual results to differ materially from thosein the forward-looking statements. Investors should not place undue reliance onsuch forward-looking statements and neither ComputerLand nor Capita undertakesany obligation to update publicly or revise forward-looking statements, whetheras a result of new information, future events or otherwise, except to the extentlegally required. Dealings disclosure requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of ComputerLand, all "dealings" in any "relevant securities" of ComputerLand (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 p.m. (London time) on the Business Day followingthe date of the relevant transaction. This requirement will continue until thedate on which the Offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of ComputerLand, they will be deemed to be a single person for thepurpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of ComputerLand by Capita or ComputerLand, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should contact the Panel. If you are in any doubt as to what action you should take, or the contents ofthis announcement, you should immediately seek your own personal financialadvice from your stockbroker, bank manager, solicitor, accountant, fund manageror other independent financial adviser who, if you are taking advice in theUnited Kingdom, is authorised under the Financial Services and Markets Act 2000and specialises in advising on the acquisition of shares and other securities,or, if you are taking advice outside the United Kingdom, is an appropriatelyauthorised independent financial adviser with such a specialism. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER PART A - CONDITIONS OF THE OFFER The Offer is subject to the following conditions: 1 valid acceptances being received (and not, where permitted,withdrawn) by no later than 1:00 p.m. on 1 April 2008 (or such later time(s) and/or date(s) as Capita may, with the consent of the Panel or in accordance withthe rules of the City Code, decide) in respect of not less than 90 per cent. (orsuch lesser percentage as Capita may decide) of the ComputerLand Shares to whichthe Offer relates, provided that this condition will not be satisfied unlessCapita and/or any of its wholly-owned subsidiaries shall have acquired or agreedto acquire, whether pursuant to the Offer or otherwise, directly or indirectlyComputerLand Shares carrying, in aggregate, more than 50 per cent. of the votingrights then exercisable at general meetings of ComputerLand, including for thispurpose (to the extent, if any, required by the Panel) any voting rightsattaching to any ComputerLand Shares which are unconditionally allotted orissued before the Offer becomes or is declared unconditional as to acceptances,whether pursuant to the exercise of conversion or subscription rights orotherwise), and for this purpose: (a) the expression "ComputerLand Shares to which the Offerrelates" shall be construed in accordance with sections 974 to 991 (inclusive)of the Companies Act; (b) "valid acceptances" shall be deemed to have been received inrespect of ComputerLand Shares which are treated for the purpose of Section 979(8) of the Companies Act as having been acquired by Capita by virtue ofacceptance of the Offer; and (c) ComputerLand Shares which have been unconditionally allottedbut not issued shall be deemed to carry the voting rights which they will carryupon issue; 2 no Relevant Authority having decided to take, institute,implement or threaten any action, suit, proceeding, investigation, enquiry orreference, or made, proposed or enacted any statute, regulation, decision ororder or required any action to be taken or information to be provided orotherwise having taken or refrained from having taken any other action, andthere not continuing to be in force any statute, regulation, rule, order ordecision that, in any such case, will or may reasonably be expected to: (a) make the Offer or its implementation or the acquisition orproposed acquisition by Capita (or any other member of the Wider Capita Group)of any ComputerLand Shares or control or management of ComputerLand or anymember of the Wider ComputerLand Group void, voidable, unenforceable or illegalunder the laws of any relevant jurisdiction, or otherwise, directly orindirectly, materially restrict, prohibit or delay, or impose materially adverseadditional or amended conditions or obligations with respect to, or otherwisematerially challenge or interfere with, any of the foregoing; or (b) require, prevent, or materially delay, restrict, or alter theproposed terms for the divestiture by any member of the Wider Capita Group orany member of the Wider ComputerLand Group of all or any part of theirrespective businesses, assets or properties or impose any material limitation onthe ability of any of them to conduct or to own, use or operate all or any partof the respective businesses, assets or properties owned by, or the use oroperation of which is enjoyed by, any of them, or result in any of them ceasingto be able to carry on business, or being restricted in its carrying on ofbusiness, under any name under which it currently does so; or (c) impose any material limitation on the ability of any memberof the Wider Capita Group or any member of the Wider ComputerLand Group,directly or indirectly, to acquire or to hold or to exercise effectively anyrights of ownership of shares or other securities (or the equivalent) in anymember of the Wider ComputerLand Group or any member of the Wider Capita Group,or to exercise management or voting control over any member of the WiderComputerLand Group or any member of the Wider Capita Group; or (d) require any member of the Wider Capita Group or any member ofthe Wider ComputerLand Group to acquire, or to offer to acquire, any shares orother securities or indebtedness (or the equivalent) in or of any member of theWider Capita Group or any member of the Wider ComputerLand Group or any sharesor other securities or indebtedness (or the equivalent) in or of, or any assetowned by, any other person, or to dispose of or repay, or to offer to dispose ofor repay, any shares or other securities or indebtedness (or the equivalent) inor of, or any asset owned by, any member of the Wider Capita Group or any memberof the Wider ComputerLand Group; or (e) impose any limitation on the ability of any member of theWider Capita Group or any member of the Wider ComputerLand Group to integrateits business, or any part of it, with any business of any member of the WiderCapita Group or any member of the Wider ComputerLand Group to an extent which ismaterial in the context of the Offer or, as the case may be, in the context ofthe Wider ComputerLand Group taken as a whole; or (f) otherwise adversely affect the business, assets, financialor trading position or profits, prospects or value of any member of the WiderComputerLand Group or any member of the Wider Capita Group to an extent which ismaterial in the context of the Offer or, as the case may be, in the context ofthe Wider ComputerLand Group taken as a whole; or (g) result in a delay in the ability of any member of the CapitaGroup to an extent which is material to Capita in the context of the Offer or,as the case may be, in the context of the Wider ComputerLand Group taken as awhole, or render any member of the Capita Group unable to acquire all or some ofthe ComputerLand Shares or require or prevent a divestiture by any member of theCapita Group of any such shares, and all applicable waiting and other time periods during which any RelevantAuthority could decide to take, institute, implement or threaten any suchaction, suit, proceeding, investigation, enquiry or reference having expired,lapsed or been terminated; 3 all filings which Capita reasonably considers necessaryhaving been made and all statutory or regulatory obligations in any jurisdictionhaving been complied with, and all appropriate waiting or other time periodsunder any applicable legislation or regulations of any jurisdiction havingexpired, lapsed or been terminated, in each case in connection with the Offer orthe acquisition or proposed acquisition of any ComputerLand Shares, or ofcontrol or management of ComputerLand (or any other member of the WiderComputerLand Group) by Capita (or any other member of the Wider Capita Group),and all Relevant Authorisations reasonably deemed by Capita (or any other memberof the Wider Capita Group) to be necessary or appropriate for, or in respect of,the Offer or any acquisition or proposed acquisition of any ComputerLand Shares,or of control or management of ComputerLand (or any other member of the WiderComputerLand Group), by Capita (or any other member of the Wider Capita Group)or to permit or enable Capita (or any other member of the Wider Capita Group) tocarry on the business of any member of the Wider ComputerLand Group having beenobtained in terms and in a form satisfactory to Capita, from all appropriateRelevant Authorities and from all appropriate persons, authorities or bodieswith whom any member of the Wider Capita Group or any member of the WiderComputerLand Group has entered into contractual arrangements, and all suchRelevant Authorisations remaining in full force and effect, and there being nonotice or intimation of any intention to revoke or suspend or materially modifyor restrict or not to renew any of them; 4 save as Disclosed, there being no provision of any RelevantInstrument which, in consequence of the making or implementation of the Offer,the acquisition or proposed acquisition by any member of the Wider Capita Groupof any ComputerLand Shares or any change in the control or management ofComputerLand or any other member of the Wider ComputerLand Group, provides for,or will or may reasonably be expected to, result in any of the following to anextent which is materially adverse in the context of the Offer or, as the casemay be, in the context of the Wider ComputerLand Group taken as a whole: (a) any money borrowed by, or any other indebtedness (actual orcontingent) of, any member of the Wider ComputerLand Group being or becomingrepayable or capable of being declared repayable immediately or prior to theirstated maturity, or the ability of any such member to borrow monies or incur anyindebtedness being withdrawn or inhibited; or (b) the creation of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anymember of the Wider ComputerLand Group or any such security (whenever arising orhaving arisen) becoming enforceable or being enforced; or (c) any Relevant Instrument or any right, liability, obligation,interest or business of any member of the Wider ComputerLand Group under suchRelevant Instrument (or any related arrangement) being terminated or adverselymodified or affected, or any action being taken, or any obligation arising,under any Relevant Instrument; or (d) any asset or right (including, without limitation,intellectual property rights) or interest of, or any asset or such right the useor operation of which is enjoyed by, any member of the Wider ComputerLand Groupbeing or falling to be disposed of other than in the ordinary course ofbusiness, or charged, or ceasing to be available to any such member, or anyright arising under which any such asset or interest or such right will or couldbe required to be disposed of or charged, or will or could cease to be soavailable; or (e) the interest or business of any member of the WiderComputerLand Group in or with any company, firm, body or person, or anyarrangements relating to any such interest or business, being terminated oradversely modified or affected; or (f) the creation of liabilities, whether actual or contingent,of any member of the Wider ComputerLand Group, or the business, assets,financial or trading position or profits or value of any member of the WiderComputerLand Group being adversely affected; or (g) any member of the Wider ComputerLand Group or any member ofthe Wider Capita Group being required to acquire, or to offer to acquire, anyshares or other securities or indebtedness (or the equivalent) in or of anymember of the Wider ComputerLand Group or any member of the Wider Capita Groupor any shares or other securities or indebtedness (or the equivalent) in or of,or any asset owned by, any other person or to dispose of or repay, or to offerto dispose of or repay, any shares or other securities or indebtedness (or theequivalent) in or of, or any asset owned by, any member of the WiderComputerLand Group or any member of the Wider Capita Group; and no event having occurred which, under any provision of any RelevantInstrument, would result, to an extent which is materially adverse in thecontext of the Offer or, as the case may be, in the context of the WiderComputerLand Group taken as a whole in any of the events or circumstancesreferred to in sub-paragraphs 4(a) to 4(g) of this paragraph 4; 5 save as Disclosed, no member of the Wider ComputerLandGroup having, since 31 October 2007: (a) made any alteration to its memorandum or articles ofassociation or other constitutional document which is or could reasonably beconsidered to be material; or (b) recommended, declared, paid or made, or proposed therecommendation, declaration, paying or making of, any dividend, bonus issue orother distribution, whether in cash or otherwise (other than to ComputerLand ora wholly-owned subsidiary of ComputerLand); or (c) issued or agreed to issue, or authorised or proposed theissue, of additional shares of any class, or of securities convertible into, orrights, warrants or options to subscribe for or acquire, any such shares orsecurities or any loan capital (other than issues to ComputerLand or awholly-owned subsidiary of ComputerLand, and save for ComputerLand Sharesallotted on the exercise/vesting of any options/awards granted under theComputerLand Share Schemes and Disclosed) or redeemed, purchased or reduced, orauthorised or proposed the redemption, purchase or reduction of any part of itsshare capital; or (d) (other than to ComputerLand or a wholly-owned subsidiary ofComputerLand) issued, authorised or proposed the issue of any debentures orsecurities or incurred or, save in the ordinary course of business, incurred orincreased any material indebtedness or material contingent liability; or (e) entered into, varied, implemented, or authorised, proposed orannounced its intention to enter into, vary or implement, any material contract,scheme, transaction, commitment or other arrangement which is outside theordinary course of trading or which is, will or could be restrictive on thebusiness of any member of the Wider Capita Group or any member of the WiderComputerLand Group or which involves or will or could involve an obligation of aloss making, long term, onerous or unusual nature or magnitude; or (f) authorised, proposed or effected any merger, demerger,reconstruction or amalgamation, or any acquisition or disposal or transfer of,or any charge or security interest or other encumbrance in respect of, any assetor any right, title or interest in any share or asset (other than in theordinary course of trading); or (g) authorised, proposed or effected any mortgage, charge, grantof security interest or other third party right or encumbrance over any asset orany right, title or interest in any shares or other asset (other than in theordinary course of trading); or (h) entered into, or varied (other than in respect of increasesin remuneration required under the terms of the relevant agreement) the termsof, any service contract or agreement or other arrangement with any of thedirectors, senior executives or senior employees of any member of the WiderComputerLand Group; or (i) been unable, or threatened in writing that it is unable, topay its debts or having stopped or suspended (or threatened to stop or suspend)payment of its debts generally or a substantial part thereof or ceased orthreatened to cease carrying on all or a substantial part of its business; or (j) taken or proposed any action or had any proceedingsinstituted, threatened or proposed for its winding-up (voluntarily orotherwise), dissolution or reorganisation (save for any such winding-up ordissolution whilst solvent) or for the appointment of a receiver, administrator,administrative receiver, trustee or similar or analogous officer of all or anyof its assets or revenues or for any similar or analogous matters in anyjurisdiction; or (k) waived or compromised any claim, other than in the ordinarycourse of business which in any case is material in the context of the WiderComputerLand Group taken as a whole; or (l) entered into any commitment, agreement or arrangement, orpassed any resolution or made any offer, with respect to, or announced anintention to effect or to propose, any of the transactions, matters or eventsreferred to in this paragraph 5; 6 save as Disclosed, since 31 October 2007: (a) no adverse change or deterioration having occurred in thebusiness, assets, financial or trading position or profits or prospects or valueof any member of the Wider ComputerLand Group which is material in the contextof the Wider ComputerLand Group taken as a whole; (b) no litigation, arbitration proceedings, prosecution or otherlegal proceedings to which any member of the Wider ComputerLand Group is or maybecome a party (whether as a claimant, defendant or otherwise), and noinvestigation or enquiry by, or complaint or reference to, any RelevantAuthority against or in respect of any member of the Wider ComputerLand Group,having been instituted, announced or threatened or remaining outstanding whichin each case is material in the context of the Wider ComputerLand Group taken asa whole; (c) no steps having been taken which will result in, or couldreasonably be expected to result in, the withdrawal, cancellation, terminationor adverse modification of any licence or permit held by any member of the WiderComputerLand Group which is material in the context of the Wider ComputerLandGroup taken as a whole; and (d) no contingent or other liability having arisen or increasedwhich will adversely affect any member of the Wider ComputerLand Group in amanner which is material in the context of the Wider ComputerLand Group taken asa whole; 7 Capita not having discovered, except as Disclosed: (a) that any financial or business or other informationconcerning the Wider ComputerLand Group as contained in the information publiclydisclosed at any time by or on behalf of any member of the Wider ComputerLandGroup, or disclosed at any time by or on behalf of any member of the WiderComputerLand Group in writing in connection with the Offer to any member of theCapita Group or its agents or advisers, is misleading or contains amisrepresentation of fact or omits to state a fact necessary to make theinformation contained therein not misleading with a consequence which ismaterially adverse in the context of the Wider ComputerLand Group taken as awhole; or (b) any information which materially affects the import of anysuch information as is mentioned in sub-paragraph 7(a) of this paragraph 7; or (c) any circumstance exists whereby a person or class of has anyclaim or claims against any past or present member of the Wider ComputerLandGroup which claim or claims are materially adverse in the context of the WiderComputerLand Group taken as a whole; and 8 save as Disclosed, Capita not having discovered any of thefollowing matters: (a) that there has been any release, emission, disposal, spillageor leak of any waste or hazardous substance or any substance likely to impairthe environment or harm human health on or about or from any property or waternow or previously owned, occupied, used or controlled by any past or presentmember of the Wider ComputerLand Group (whether or not constituting anon-compliance by any person with any applicable law, statute, ordinance or anyregulation, rule or other requirement of any Relevant Authority) and, in anysuch case, will give rise to any liability (whether actual or contingent) on thepart of any member of the Wider ComputerLand Group which is materially adversein the context of the Wider ComputerLand Group taken as a whole; or (b) that any past or present member of the Wider ComputerLandGroup has committed any violation of any applicable laws, statutes orordinances, or any regulations, rules or other requirements of any RelevantAuthority relating to the disposal, discharge, spillage, leak or emission of anywaste or hazardous substance or any substance likely to impair the environmentor harm human health, or otherwise relating to environmental matters which ismaterial in the context of the Wider ComputerLand Group taken as a whole; or (c) that there is or is reasonably likely to be, any liability(actual or contingent) which is material in the context of the WiderComputerLand Group taken as a whole on any member of the Wider ComputerLandGroup to make good, repair, reinstate or clean up any property or water now orpreviously owned, occupied or used or controlled by any past or present memberof the Wider ComputerLand Group under any environmental legislation, regulation,notice, circular, order or requirement of any Relevant Authority. Capita reserves the right, subject to the requirements of the Panel, to waiveall or any of the above conditions in whole or in part, except the condition setout at paragraph 1 above. Capita shall be under no obligation to waive or treatas satisfied any of the other conditions by a date earlier than the latest datespecified above for the satisfaction thereof (or, if no such date is specified,the date when the Offer, if such be the case, shall become or be declaredunconditional in all respects) notwithstanding that the other conditions of theOffer may, at an earlier date, have been waived or fulfilled and that there are,at such earlier date, no circumstances indicating that any of such conditionsmay not be capable of fulfilment. The Offer will lapse unless the conditions set out above (other than thecondition set out at paragraph 1 above) are fulfilled or (if capable of waiver)waived or, where appropriate, have been determined by Capita to be or to remainsatisfied no later than 11:59 p.m. on the 21st day after the later of the firstclosing date of the Offer and the date on which the Offer becomes or is declaredunconditional as to acceptances, or such later date as the Panel may agree. If Capita is required by the Panel to make an offer for ComputerLand Sharesunder the provisions of Rule 9 of the City Code, Capita may make suchalterations to any of the conditions (including, without limitation, thecondition set out at paragraph 1 above) or any of the terms of the Offer as arenecessary to comply with the provisions of that Rule. PART B -FURTHER INFORMATION Further details of the Offer The formal Offer by Capita will be subject to the terms and conditions as setout in this Appendix I and as will be set out in the Offer Document andaccompanying Form of Acceptance, or as may be required to comply with theprovisions of the City Code. The Offer will extend to any ComputerLand Shares unconditionally allotted orissued while the Offer remains open for acceptance (or before such earlier dateas Capita may, subject to the City Code, decide, not being earlier than the dateon which the Offer becomes or is declared unconditional as to acceptances or, iflater, the first closing date of the Offer), whether pursuant to theComputerLand Share Schemes or otherwise. The ComputerLand Shares are to be acquired fully paid and free from all liens,charges and encumbrances, rights of pre-emption and any other third party rightsor interests and together with all rights attaching thereto, including the rightto receive and retain all dividends or other distributions declared, paid ormade on or after the date of this announcement. The Offer will lapse if the Acquisition is referred to the CompetitionCommission in the United Kingdom before 3:00 p.m. on the first closing date ofthe Offer or the time and date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If the Offer lapses,the Offer will cease to be capable of further acceptance and acceptingComputerLand Shareholders and Capita will thereupon cease to be bound by anyForm of Acceptance submitted before the time when the Offer lapses. Overseas ComputerLand Shareholders The making of the Offer to Overseas ComputerLand Shareholders may be prohibitedor affected by the laws of the relevant overseas jurisdictions. Such OverseasComputerLand Shareholders should inform themselves about and observe anyapplicable legal requirements. It is the responsibility of any OverseasComputerLand Shareholder wishing to accept the Offer to satisfy himself as tothe full observance of the laws of the relevant jurisdiction in connectiontherewith, including the obtaining of any governmental, exchange control orother consents which may be required, compliance with other formalities needingto be observed and the payment of any issue, transfer or other taxes due in suchjurisdiction. Any such Overseas ComputerLand Shareholder will be responsiblefor payment of any issue, transfer or other taxes, duties or other requisitepayment(s) due in such jurisdiction(s) by whomsoever payable, and Capita (andany person acting on its behalf) shall be entitled to be fully indemnified andheld harmless by such Overseas ComputerLand Shareholder for any issue, transferor other taxes or duties or other requisite payments as Capita or any personacting on behalf of Capita may be required to pay in respect of the Offerinsofar as they relate to such Overseas ComputerLand Shareholder. This announcement is not an offer of securities for sale or purchase in theUnited States, Canada, Japan or any Prohibited Jurisdiction. The Offer will notbe made, directly or indirectly, in or into, or by use of the mails of, or byany means or instrumentality of interstate or foreign commerce of, or anyfacilities of a securities exchange of, the United States, or in or into Canada,Japan or any Prohibited Jurisdiction, and, subject to certain exceptions, theOffer will not be capable of acceptance by any such use, means orinstrumentality or facilities or from or within the United States, Canada, Japanor any Prohibited Jurisdiction. Any person (including, without limitation, nominees, trustees or custodians) whoare overseas persons or who would, or otherwise intend to, forward thisdocument, the Offer Document, the Form of Acceptance or any related document toany jurisdiction outside the United Kingdom or to any overseas person shouldseek appropriate advice before taking any action. APPENDIX 2 BASES AND SOURCES 1 Unless otherwise stated: (a) financial information relating to ComputerLand has beenextracted or derived (without adjustment) from the consolidated audited annualreports and accounts for ComputerLand for the years ended 30 April 2005, 2006and 2007; (b) financial information relating to Capita has been extracted orderived (without any adjustment) from the consolidated audited annual report andaccounts for Capita for the years ended 31 December 2005, 2006 and 2007; and (c) financial information relating to ComputerLand in paragraphs3 and 7 of this announcement relating to the six-month period ended 31 October2007 has been extracted or derived (without adjustment) from the unauditedinterim results of ComputerLand for the six months ended 31 October 2007. 2 The total equity value of the Offer is calculated based ona fully diluted share capital of ComputerLand of 10,692,631 ComputerLand Shares. This in turn is calculated on the basis of the number of issued ComputerLandShares, being 10,215,484 ComputerLand Shares; and the 477,147 "in the money"options/awards outstanding under the ComputerLand Share Schemes (and which areexpected to become exercisable as a consequence of the Offer). APPENDIX 3 DEFINITIONS Appendix V Definitions The following definitions apply throughout this announcement unless the contextrequires otherwise: "Acquisition" the proposed acquisition of ComputerLand by Capita pursuant to the Offer"AIM" the market of that name operated by the London Stock Exchange"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange"Board" as the context requires, the board of directors of Capita or the board of directors of ComputerLand"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business"CA 1985" the Companies Act 1985 (as amended)"Canada" Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof"Capita" The Capita Group Plc, a public limited company incorporated in England and Wales with registered number 2081330"Capita Director" a director of Capita"Capita Group" Capita and its subsidiary undertakings"certificated" or "in certificated form" a ComputerLand Share which is not in uncertificated form (that is, not in CREST)"Charles Stanley" Charles Stanley Securities, a division of Charles Stanley & Co. Limited a private company incorporated in England with registered number 1903304"City Code" the City Code on Takeovers and Mergers"Closing Price" the closing middle market quotation of a ComputerLand Share as derived from the AIM appendix to the Daily Official List on any particular day"ComputerLand" ComputerLand UK plc, a public limited company incorporated in England and Wales with registered number 2275625"ComputerLand Board" the board of directors of ComputerLand"ComputerLand Directors" a director of ComputerLand"ComputerLand Group" ComputerLand and its subsidiary undertakings"ComputerLand Shareholders" registered holders of ComputerLand Shares"ComputerLand Share Schemes" each of the ComputerLand Company Share Option Scheme (approved 1 September 1997, last amended 25 November 2004), the ComputerLand UK Savings Related Share Option Scheme (approved 1997, last amended 4 June 2003, the ComputerLand UK Unapproved Share Option Scheme (adopted 4 September 2000, last amended 25 November 2004) and the Option Agreement between ComputerLand and Michael Kent dated 13 October 1998"ComputerLand Shares" includes: (a) the existing unconditionally allotted or issued and fully paid ordinary shares of 2 pence each in the capital of ComputerLand; and (b) any further ordinary shares of 2 pence each in the capital of ComputerLand which are unconditionally allotted or issued (including, pursuant to the exercise of options granted under the ComputerLand Share Schemes) before the date on which the Offer ceases to be open for acceptances (or before such earlier date as, subject to the City Code, ComputerLand may determine in accordance with the terms of the Offer)"Companies Act" the Companies Act 2006"Competing Offer" means an offer made or to be made by a third party for all or the majority of the ordinary share capital of ComputerLand or any other proposal made or to be made by a third party having substantially the effect of a merger of ComputerLand into or with any other entity"Disclosed" (a) disclosed in the annual report and accounts of ComputerLand for the year ended 30 April 2007; (b) disclosed in the interim announcement of results of ComputerLand in respect of the six months ended on 31 October 2007; (c) disclosed in any other public announcement made by ComputerLand via a Regulatory Information Service in the period ending on the Business Day immediately preceding this announcement; or (d) as otherwise fairly disclosed in writing by or on behalf of ComputerLand to Capita in connection with the Offer"Enlarged Capita Group" the Capita Group as enlarged by the Acquisition"Form of Acceptance" the form of acceptance and authority for use by ComputerLand Shareholders in connection with the Offer"Japan" Japan, its cities, prefectures, territories and possessions"Landsbanki" Landsbanki Securities (UK) Limited a private company incorporated in England and Wales with registered number 3019293"Listing Rules" the listing rules of the UK Listing Authority made under Part VI of the Financial Services and Markets Act 2000"London Stock Exchange" London Stock Exchange plc"Offer" the recommended offer by Capita to acquire the entire issued and to be issued share capital of ComputerLand on the terms and subject to the conditions set out in this announcement and the Form of Acceptance (including where the context so requires, any subsequent revision, variation, extension or renewal thereof)"Offer Document" the formal offer document to be sent to ComputerLand Shareholders containing the Offer"Overseas ComputerLand Shareholders" a ComputerLand Shareholder who is an overseas person including any US Person who holds ComputerLand Shares"overseas person" any person who is not resident in the United Kingdom, or who is a citizen, resident or national of a jurisdiction outside the United Kingdom, or who is a nominee of, or custodian or trustee for, any citizen(s), resident(s), or national(s) of any country other than the United Kingdom"Panel" the Panel on Takeovers and Mergers"Pound Sterling" or "£" the lawful currency of the United Kingdom (and references to " pence" shall be construed accordingly)"Prohibited Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure to prosecution if information concerning the Offer is sent or made available to ComputerLand Shareholders in that jurisdiction"Regulatory Information Service" a service approved by the London Stock Exchange which has the meaning given to that expression in the AIM Rules "Relevant Authority" means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority, or any court or tribunal in each case in any jurisdiction"Relevant Authorisation" means a material authorisation, order, grant, recognition, confirmation, determination, consent, licence, clearance, permission, allowance or approval"Relevant Instrument" means any material agreement, arrangement, licence, permit, lease or other instrument or obligation to which any member of the Wider ComputerLand Group is a party or by or to which any such member or any of its assets is bound, entitled or subject"Substantial Transaction" a transaction which constitutes a Class 1 transaction or a reverse takeover in relation to ComputerLand for the purpose of Chapter 10 of the Listing Rules (ignoring any waiver or relaxation of the rules in that chapter and that the Listing Rules do not apply to ComputerLand)"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland and its dependent territories"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction"US Person" as defined in regulation S under the US Securities Act"US Securities Act" the US Securities Act of 1933 (as amended by the rules and regulations promulgated thereunder)"Wider ComputerLand Group" means ComputerLand and its subsidiary undertakings, associated undertakings and any other undertakings in which ComputerLand and such undertakings (aggregating their interests) have a substantial interest"Wider Capita Group" means Capita and its subsidiary undertakings, associated undertakings and any other undertaking in which Capita and such undertakings (aggregating their interests) have a substantial interest All references to legislation in this document are to English legislation unlessthe contrary is indicated. Any reference to any provision of any legislationshall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and wordsimporting the masculine gender shall include the feminine or neutral gender. For the purposes of this document, "subsidiary", "subsidiary undertaking", "associated undertaking", "undertaking" and "parent undertaking" have therespective meanings given to them by the CA 1985 (but for this purpose ignoringparagraph 20(1)(b) of Schedule 4A to the CA 1985) and "substantial interest"means the direct or indirect interest of twenty (20) per cent. or more of theequity share capital (as defined in the Companies Act) of any undertaking. This information is provided by RNS The company news service from the London Stock Exchange

---

Related Shares:

Capita