Re acquisition

30th Jul 2007 07:00

Spice PLC30 July 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DOSO WOULD BE UNLAWFUL ANNOUNCEMENTFOR IMMEDIATE RELEASE 30 July 2007 RECOMMENDED CASH AND SHARE ACQUISITION by SPICE PLC of REVENUE ASSURANCE SERVICES PLC (TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) Summary • The boards of Spice and Revenue Assurance are pleased to announce that they have agreed the terms for a recommended cash and share acquisition by Spice of the entire issued and to be issued share capital of Revenue Assurance. It is intended that the Acquisition be effected by way of a Court sanctioned scheme of arrangement between Revenue Assurance and its shareholders under section 425 of the Companies Act. • Under the terms of the Acquisition, Revenue Assurance Shareholders on the register of members at the Reorganisation Record Time will be entitled to receive: For every 100 Revenue Assurance Shares £125.50 in cash AND 13.09 New Spice Shares and so in proportion for any other number of Revenue Assurance Shares held. • Based on the Closing Price of 615 pence per Spice Share on 27 July 2007, being the last business day prior to this Announcement, the Acquisition: • values, on a fully diluted basis, each Revenue Assurance Share at approximately 206 pence and the existing issued and to be issued share capital of Revenue Assurance at approximately £102.9 million; • represents a premium of approximately 29.6 per cent. to the Closing Price of 159 pence per Revenue Assurance Share on 11 July 2007, being the last business day prior to the commencement of the Offer Period; • represents a premium of approximately 17.0 per cent. to the Closing Price of 176 pence per Revenue Assurance Share on 27 July 2007, being the last business day prior to the date of this Announcement; and • represents a premium of approximately 40.9 per cent. to the average Closing Price of a Revenue Assurance Share of approximately 146 pence for the three months prior to 27 July 2007, being the last business day prior to the date of this Announcement. • Spice has received irrevocable undertakings to vote in favour of the Scheme inrespect of a total of 11,699,584 Revenue Assurance Shares, representingapproximately 27.4 per cent. of the existing issued share capital of RevenueAssurance. In addition, Spice has received non-binding letters of intent tovote in favour of the Scheme in respect of a total of 5,410,844 RevenueAssurance Shares, representing approximately 12.7 per cent. of the existingissued share capital of Revenue Assurance. In aggregate, Spice has thereforereceived irrevocable undertakings and letters of intent to vote in favour of theScheme in respect of a total of 17,110,428 Revenue Assurance Shares,representing in aggregate approximately 40.0 per cent. of the existing issued share capital of Revenue Assurance. • The Spice Board believes that combining Spice and Revenue Assurance hascompelling strategic and financial logic for both companies. The combinationshould provide additional scale to the Revenue Assurance business and with itthe opportunity to deliver its product offering to a broader potential customerbase. In particular, the Acquisition will provide the opportunity for Spice tostrengthen its position in the utility billing market, enhance its services inthe energy procurement market, move into the higher value-added consultancymarket and further penetrate the electricity, telecommunications and watersectors. In addition, it is expected that the Acquisition will be able todeliver cost synergies to the Enlarged Group. • The Revenue Assurance Directors believe that the Acquisition represents anattractive opportunity for Revenue Assurance Shareholders both to realise apremium to the three month average Revenue Assurance Closing Price and toparticipate in the prospects of the Enlarged Group going forward. • The Scheme Document will be posted in due course and in any event within 28days from the date of this Announcement, and it is expected that the Scheme willbecome Effective during mid-October 2007, subject to the satisfaction or waiverof all Conditions set out in Appendix 1 to this Announcement. • Spice intends, subject to market conditions, to move its quotation from AIM tothe Official List within the next 18 months. Commenting on the Acquisition, Simon Rigby, Chief Executive of Spice, said: "Revenue Assurance is focused purely on utility bill verification and utilitydebt collection services and we became interested in it to complement our ownbill verification business (Inenco) and field operations business (MeterU). Wehave been in discussions for some time and it became apparent that RevenueAssurance was not only an excellent business with a strong position in itsmarkets but also a great fit with us. It has the added bonus of being a leadingplayer in the gas market, which is our least penetrated utility. "Revenue Assurance provides a high quality service to its utility customersthrough a highly skilled workforce, attributes which sit well with our ownbusiness. Revenue Assurance will enhance our position as a provider ofoutsourced support services to utility companies and continue our plan toincrease the skills levels within our group. The challenge for RevenueAssurance is to repeat its success in gas in electricity - not least because theelectricity market is over twice the size of the gas market. Spice has a proventrack record of cross selling and through our energy management business, we arealready well established as a procurer of electricity and we believe ourcontacts within the electricity supply sector will enable us to continue thesuccess Revenue Assurance has had to date. We are pleased that the entireoperational management team are staying on with us." Commenting on the Acquisition, Simon Beart, Chief Executive and Deputy Chairman of Revenue Assurance, said: "This Offer recognises the significant achievements at Revenue Assurance as wellas allowing our shareholders to participate in the upside of the Enlarged Group. "Revenue Assurance will continue to prosper as part of the Spice group and willbenefit from greater scale and a broader offering to customers. We are pleasedto recommend a transaction with strong and obvious commercial logic". Enquiries: Spice plc Revenue Assurance Services plc Tel: +44 (0) 113 201 2120 Tel: +44 (0) 1483 735 700Simon Rigby Simon BeartOliver Lightowlers William GoodCarl Chambers Bridgewell Limited Cenkos Securities plc(Financial adviser to Spice) (Financial adviser, nominated adviser and broker to Revenue Assurance)Tel: +44 (0) 20 7003 3000 Tel: +44 (0) 20 7397 8900 Simon Hardy Nicholas WellsSimon Bridges Simon SouthwoodDan Webster KBC Peel Hunt Limited(Nominated adviser and broker to Spice)Tel: +44 (0) 20 7418 8900Julian Blunt Financial Dynamics(Financial PR adviser to Spice)Tel: +44 (0) 207 831 3113Billy CleggCaroline Stewart A telephone conference call for analysts has been scheduled for 11.00 a.m. on 30July 2007. The dial-in details for the conference call will be as follows: Dial in number: 0845 146 2004 Passcode reference: Spice The above summary should be read in conjunction with, and is subject to, thefull text of this Announcement and the Appendices. The Conditions to theimplementation of the Scheme and the Acquisition are set out in Appendix 1 tothis Announcement. The bases and sources of certain financial informationcontained in this Announcement are set out in Appendix 2 to this Announcement.Certain definitions and terms used in this Announcement are set out in Appendix3 to this Announcement. The Revenue Assurance Directors accept responsibility for the informationcontained in this Announcement relating to Revenue Assurance and itssubsidiaries, themselves and their immediate families and connected persons. TheSpice Directors accept responsibility for all other information contained inthis Announcement. To the best of the knowledge and belief of the RevenueAssurance Directors and the Spice Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this Announcementfor which they each accept responsibility is in accordance with the facts anddoes not omit anything likely to affect the import of such information.Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Spice and no one else inconnection with the Acquisition and other matters referred to in thisAnnouncement and the Scheme and will not be responsible to anyone other thanSpice for providing the protections afforded to clients of Bridgewell nor forgiving advice in relation to the Acquisition and the Scheme or any other matteror arrangement referred to in this Announcement. Cenkos, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Revenue Assurance and no one elsein connection with the Acquisition and the Scheme and will not be responsible toanyone other than Revenue Assurance for providing the protections afforded tothe clients of Cenkos nor for giving advice in relation to the Acquisition andthe Scheme or any other matter or arrangement referred to in this Announcement. Overseas Jurisdictions The release, publication or distribution of this Announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. ThisAnnouncement has been prepared for the purposes of complying with English lawand 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 and regulations of any jurisdiction outside of England. This Announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or a solicitation of any vote orapproval in any jurisdiction whether relating to the Acquisition or otherwise.This Announcement does not constitute a prospectus or a prospectus equivalentdocument. The Acquisition will be made solely through the Scheme Document whichwill contain the full details, terms and conditions of the Acquisition,including details of how to vote in respect of the Acquisition. RevenueAssurance Shareholders are advised to read carefully the formal documentation inrelation to the Acquisition once it has been despatched. In particular, this Announcement is not an offer of securities for sale in theUnited States and the New Spice Shares, which will be issued in connection withthe Acquisition, have not been, and will not be, registered under the SecuritiesAct or under the securities law of any state, district or other jurisdiction ofthe United States, Australia, Canada or Japan and no regulatory clearance inrespect of the New Spice Shares has been, or will be, applied for in anyjurisdiction other than the UK. Accordingly, the New Spice Shares are not beingand may not be (unless an exemption under relevant securities laws isapplicable) offered sold, resold or delivered, directly or indirectly, in orinto the United States, Australia, Canada or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, any United States, Australian, Canadian or Japanese person. Forward Looking Statements This Announcement contains certain forward looking statements with respect tothe financial condition, results of operations and business of Revenue Assuranceor the Revenue Assurance Group and/or Spice or the Spice Group and certain plansand objectives of the boards of directors of Revenue Assurance and Spice. Theseforward looking statements can be identified by the fact that they do not relateto historical or current facts. Forward looking statements often use words suchas "anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "will", "may", "should", "would", "could" or other words of similarmeaning. These statements are based on assumptions and assessments made by theboards of directors of Revenue Assurance and Spice in the light of theirexperience and their perception of historical trends, current conditions,expected future developments and other factors they believe appropriate. Bytheir nature, forward looking statements involve risk and uncertainty and thefactors described in the context of such forward looking statements in thisAnnouncement could cause actual results and developments to differ materiallyfrom those expressed in or implied by such forward looking statements. Should one or more of these risks or uncertainties materialise, or shouldunderlying assumptions prove incorrect, actual results may vary materially fromthose described in this Announcement. Revenue Assurance and Spice assume noobligation to update or correct the information contained in this Announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Revenue Assurance or Spice, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the Effective Date, or until the date on which the Scheme lapses or isotherwise withdrawn or on which the "offer period" otherwise ends (or, if Spiceelects to effect the Acquisition by way of an offer, until the date on whichsuch offer becomes, or is declared, unconditional as to acceptances, lapses oris otherwise withdrawn or on which the "offer period" otherwise ends). If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of RevenueAssurance or Spice, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Revenue Assurance or Spice by Revenue Assurance or Spice, or byany of their respective "associates", must be disclosed by no later than noon onthe London 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 consult the Panel. Copies of this Announcement can be found at Revenue Assurance's and Spice'swebsites at www.rasplc.com and www.spiceplc.com respectively. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DOSO WOULD BE UNLAWFUL ANNOUNCEMENTFOR IMMEDIATE RELEASE30 July 2007 RECOMMENDED CASH AND SHARE ACQUISITION by SPICE PLC of REVENUE ASSURANCE SERVICES PLC (TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT) 1. Introduction The boards of Spice and Revenue Assurance are pleased to announce that they haveagreed the terms for a recommended cash and share acquisition by Spice of theentire issued and to be issued share capital of Revenue Assurance. It isintended that the Acquisition be effected by way of a Court sanctioned scheme ofarrangement between Revenue Assurance and its shareholders under section 425 ofthe Companies Act. Subject to the satisfaction or, where appropriate, waiver ofthe Conditions, it is expected that the Acquisition will become Effective duringmid-October 2007. 2. The Acquisition Under the terms of the Scheme, which will be subject to the conditions andfurther terms set out in Appendix 1 to this Announcement, and the full terms andthe Conditions which will be set out in the Scheme Document, Revenue AssuranceShareholders on the register of members of Revenue Assurance at theReorganisation Record Time, will be entitled to receive: For every 100 Revenue Assurance Shares £125.50 in cash AND 13.09 New Spice Shares and so in proportion for any other number of Revenue Assurance Shares held. Based on the Closing Price of 615 pence per Spice Share on 27 July 2007, beingthe last business day prior to this Announcement, the Acquisition: • values, on a fully diluted basis, each Revenue Assurance Share at approximately 206 pence and the existing issued and to be issued share capital of Revenue Assurance at approximately £102.9 million; • represents a premium of approximately 29.6 per cent. to the Closing Price of 159 pence per Revenue Assurance Share on 11 July 2007, being the last business day prior to the commencement of the Offer Period; • represents a premium of approximately 17.0 per cent. to the Closing Price of 176 pence per Revenue Assurance Share on 27 July 2007, being the last business day prior to the date of this Announcement; and • represents a premium of approximately 40.9 per cent. to the average Closing Price of a Revenue Assurance Share of approximately 146 pence for the three months prior to 27 July 2007, being the last business day prior to the date of this Announcement. Assuming that a maximum number of approximately 6.5 million New Spice Shareswill be issued pursuant to the Acquisition, Revenue Assurance Shareholders willhold New Spice Shares representing approximately 10.9 per cent. of the enlargedissued share capital of Spice immediately after completion of the Acquisition. The New Spice Shares will be allotted and issued credited as fully paid and willrank pari passu in all respects with the Spice Shares in issue at the time theNew Spice Shares are allotted and issued pursuant to the Acquisition, includingthe right to receive and retain dividends and other distributions declared, madeor paid by reference to a record date falling after the Effective Date. Application will be made to the London Stock Exchange for the New Spice Sharesto be admitted to trading on AIM. It is expected that Admission will becomeeffective and that trading in the New Spice Shares will commence on AIM on theEffective Date. Any Revenue Assurance Shares issued pursuant to the exercise of options orawards under the Revenue Assurance Share Schemes or pursuant to the exercise ofthe Warrants prior to the Reorganisation Record Time will be subject to theScheme. Pursuant to the Scheme, the Articles will be amended to ensure that anyRevenue Assurance Share allotted and issued pursuant to the exercise of anoption or award under the Revenue Assurance Share Schemes or pursuant to theexercise of the Warrants (which are not subject to the Scheme) will beautomatically transferred to, and purchased by, Spice (or its nominee(s)) for0.1309 of a New Spice Share and 125.50 pence in Cash Consideration. Any RevenueAssurance Shares issued as deferred consideration in connection with theacquisition of UBM Limited, depending on the date and time of issue, shall betreated in the manner set out in this paragraph. For the avoidance of doubt, Revenue Assurance Shareholders on RevenueAssurance's register of members on the dividend record date of 27 July 2007 willstill be paid (subject to approval at Revenue Assurance's annual general meetingto be held today) the final dividend of 1.6 pence per Revenue Assurance Share on24 August 2007. There are no agreements or arrangements to which Spice is a party which relateto the circumstances in which it may or may not invoke or seek to invoke acondition of the Acquisition. 3. The Mix and Match Facility A Mix and Match Facility will also be made available pursuant to which RevenueAssurance Shareholders (other than certain Overseas Shareholders) may elect tovary the proportions in which they receive New Spice Shares and CashConsideration in respect of their Revenue Assurance Shares. However, themaximum number of New Spice Shares that will be issued and the maximum amount ofCash Consideration that will be paid pursuant to the Acquisition will not bevaried as a result of elections made under the Mix and Match Facility, savewhere required to accommodate rounding of individual entitlements to the nearestwhole number of New Spice Shares. Accordingly, Spice's ability to satisfyelections made by Revenue Assurance Shareholders under the Mix and MatchFacility will depend upon other Revenue Assurance Shareholders making offsettingelections. To the extent that elections for New Spice Shares and/or CashConsideration cannot be satisfied in full, they will be scaled back on a prorata basis. The Mix and Match Facility will not affect the entitlements of those RevenueAssurance Shareholders who do not make elections under the Mix and MatchFacility, each of whom will receive New Spice Shares and Cash Consideration inaccordance with the terms of the Scheme. Full details of the Mix and Match Facility will be set out in the Scheme Document. 4. Recommendation The Revenue Assurance Directors, who have been so advised by Cenkos, unanimouslyconsider the terms of the Acquisition to be fair and reasonable. In providingadvice to the Revenue Assurance Directors, Cenkos has taken into account thecommercial assessments of the Revenue Assurance Directors. Accordingly, the Revenue Assurance Directors believe that the terms of theAcquisition are in the best interests of Revenue Assurance Shareholders as awhole and intend to unanimously recommend that Revenue Assurance Shareholders(to the extent they are entitled to do so) vote in favour of the resolutions tobe proposed at the Court Meeting and the EGM, as they have irrevocablyundertaken to do in respect of their own (and certain connected parties') entirelegal and beneficial holdings of Revenue Assurance Shares amounting to, inaggregate, 714,746 Revenue Assurance Shares, representing approximately 1.7 percent. of Revenue Assurance's existing issued share capital. 5. Information on Revenue Assurance Revenue Assurance is a leading UK provider of energy imbalance billingconsultancy and collections services to major UK utilities. The RevenueAssurance business comprises three divisions: Imbalance Billing Consultancy,Debt Collection and Meter Point Services. Revenue Assurance's Imbalance Billing Consultancy Division provides a service tomajor UK utilities that identifies imbalances between the supply and consumptionof energy by primarily industrial and commercial consumers. Due to thecomplexity of the billing environment there are sometimes overcharges to, orunder billing made by, Revenue Assurance's utility clients. Revenue Assurance'spast experience indicates that approximately 1-3 per cent. of the turnover ofmajor utilities is lost in one of these ways. Revenue Assurance uses itsspecialist software and proprietary processes to identify and assist in thecorrection of these errors and charges the utility, on a contingent basis, apercentage of the value recovered. In addition to the Imbalance Billing Consultancy Division, Revenue Assurance hastwo debt collection agencies operating from separate UK centres. The DebtCollection Division offers specialised services focused on the collection andresolution of problem invoices issued by UK utilities. Fees are charged on acontingent basis at a percentage of value recovered. In the event of non-payment of a utility invoice, the Meter Point ServicesDivision, including some 250 field agents, provides the capacity for pre-disconnection site visits and ultimately enforced isolation of the utilitysupply. The Meter Point Services Division operates from one consolidated sitein the North West of England and, whilst primarily focused on industrial andcommercial customers, is the only part of Revenue Assurance handling domesticdata or services. Fees are charged on a price per visit basis. Revenue Assurance generated £4.6 million profit before tax for the year ended 31March 2007 from revenues of £14.6 million. As at 31 March 2007, RevenueAssurance's net assets stood at £34.4 million and net debt was £8.8 million. Revenue Assurance current trading In the first quarter since the year end, trading has been satisfactory, with theRevenue Assurance Group's results marginally ahead of management's expectations.The Revenue Assurance Group has also recently signed a new contract for the DebtCollections Division and a new contract with British Energy Group plc for theImbalance Billing Consultancy Division. In the light of favourable contract developments and the Revenue AssuranceGroup's activity levels, the Revenue Assurance Board continues to believe thatthe prospects for the Revenue Assurance Group are encouraging. 6. Background to, and reasons for, recommending the Acquisition Revenue Assurance entered the market for outsourced billing services and debtmanagement on behalf of utilities in mid-2005. Since that date, the activitiesof the Revenue Assurance Group have grown by acquisition, whilst improvedmanagement has also led to significant profit growth. Revenue Assurance hasbeen able to broaden its range of services offered to customers during thisperiod and secure a number of material contracts providing long-term incomevisibility. The principal customers for Revenue Assurance's services are large multi-national utilities which have been experiencing ownership consolidation. Thisprocess has also made it commercially attractive for utility services companiesto seek greater scale in order to meet the needs of their customers. The opportunity to merge with Spice offers Revenue Assurance greater scale. TheEnlarged Group will have over 3,500 employees and expects to be able to securebroader access to its customer base as well as the opportunity to deliver awider product offering. The Revenue Assurance Directors also believe that theEnlarged Group will enable Revenue Assurance to offer its services to Spice'sexisting customers as a result of the increased scale and presence of theEnlarged Group. The Revenue Assurance Directors believe that the terms of the Acquisition fairlyreflect the potential benefits that can be derived from combining the twobusinesses. The value of the Acquisition also represents a premium ofapproximately 17 per cent. to the Closing Price of a Revenue Assurance Share of176 pence on 27 July 2007 (being the last business day prior to the date of thisAnnouncement). The Revenue Assurance Directors believe that the Acquisitionrepresents an attractive opportunity for Revenue Assurance Shareholders both torealise a premium to the three month average Closing Price of a RevenueAssurance Share and to participate in the prospects of the Enlarged Group. TheRevenue Assurance Directors therefore intend to unanimously recommend to RevenueAssurance Shareholders that they vote in favour of the Scheme. 7. Information on Spice The principal activities of Spice are the provision of support services withinthree sectors: Commercial Services, Public Services and Utility Services. Spiceprovides these services principally within the United Kingdom. Spice's UtilityServices Division comprises electricity, telecommunications and water services. • The electricity business is the original core component of Spice since themanagement buy-out from Yorkshire Electricity in 1996. The electricity unitprovides support to electricity distributors. These distributors areresponsible for operating, maintaining and regenerating the assets (overheadlines, sub-stations, cabling and switchgear) that transport electricity from thegrid supply points to individual customers. Spice has become a full serviceprovider to these distributors and is moving towards providing more consultancytype services through its five business areas: asset care/maintenance; volumeasset replacement; power projects/lines; consultancy services; and networksolutions. • The telecommunications business consists of distinct but complementarybusinesses focusing primarily on infrastructure support, including networkoperations, installation and maintenance services. The unit is a specialist innon-wired shared networks and the largest part of the business, Air Radio,supplies ground-to-air and ground-to-ground communications to a wide range ofusers in UK airports. • The water business involves a mix of complementary operations relating toclean water supplies, including water meter installation, water main renewal andmaintenance, new water connections, leakage detection and repair, water by-lawinspections and water meter readings. The Commercial Services Division is madeup of two business units: energy services and facilities services. • The energy services business was formed in June 2006 through theacquisition of Inenco, a leading UK energy management business. The unitprovides procurement services, environmental services, environmentalconsultancy, bill validation and installation services to its customers. • The facilities services operation provides facilities management servicesthrough three divisions: planned and reactive maintenance; small works; andclaims. The planned and reactive maintenance unit's services include fixed wiretesting and inspecting, portable appliance testing and emergency lighting andfire-alarm testing. The small works unit provides low value refurbishment andleasehold dilapidation services. The claims unit manages re-instatementservices on behalf of large insurance companies. The Public Services Division was created at the end of 2006 following theacquisitions of Apollo and ParGas. Both businesses provide gas services in thesocial housing market and are responsible for the management and delivery oflong-term gas maintenance contracts to housing associations, local authoritiesand private landlords. The Public Services Division also acquired Homerton inMay 2007, which extended the footprint of the division in the South of England. For the year ended 29 April 2007, Spice reported turnover, includingacquisitions, of £228.6 million and pre-tax profit of £10.1 million for thatperiod. As at 29 April 2007, Spice's net assets stood at £67.3 million and netdebt was £34.3 million. Spice intends, subject to market conditions, to move its quotation from AIM tothe Official List within the next 18 months. Spice current trading Spice's current trading is in line with the Spice Board's expectations. 8. Reasons for the Acquisition and intentions for Revenue Assurance The Spice Board believes that the Acquisition has clear strategic and financiallogic for both Spice and Revenue Assurance and that it represents an opportunityto create shareholder value for both the existing Spice Shareholders and,through the share element of the consideration, for Revenue AssuranceShareholders. The Spice Board believes that the principal benefits of the Acquisition include: • Strengthening Spice's position in the utility billing market Revenue Assurance is one of the largest businesses in the provision of billingerror consultancy services to the utility sector in the UK, particularly in thegas market. With the bill validation skills of Spice's energy services businessin the industrial and commercial markets, the addition of Revenue Assurancewould further increase the Enlarged Group's scale in the utility billing market. • Enhancement of services in the energy procurement and consultancy market Spice is already established as a leading participant in the energyprocurement and consultancy market through Inenco. The Acquisition provides anexcellent opportunity for Spice to add complementary skills and services to itsproduct offering in this area, and to cross-sell these services to a wider groupof clients within the Enlarged Group. • Opportunity to further penetrate the electricity, telecommunications and water sectors Revenue Assurance is only beginning to penetrate the electricity market. Spice'scontacts with electricity suppliers are strong and should provide the EnlargedGroup with an opportunity to enhance and accelerate Revenue Assurance's presencein this market. Spice also believes that there is an opportunity to expand Revenue Assurance'sexisting platform of services into the telecommunications and water sectors. • Debt collection and meterpoint services valuable additions to existing business The debt collection and meterpoint services businesses of Revenue Assurance willbe valuable additions to the Spice portfolio of companies. The debt collection.side would increase Spice's exposure to the utility sector, and will provideopportunities to expand the services to local authorities through Spice's publicservices division. The meterpoint services business would give Spice access to250 additional field agents to enhance the Enlarged Group's meter readingcapability. Additionally, Spice would provide Revenue Assurance with access to an additional600 agency field staff to provide additional resource in the meterpoint servicesbusiness. Spice's relationships with several leading water companies would alsoprovide Revenue Assurance with opportunities to access an additional potentialrevenue stream. • Drive towards consultancy The focus on consultancy in Revenue Assurance's business is in line with Spice'saim of developing its higher skills services, and of being seen as a utility support business with a wide range of services available to its clients. • Synergies Following the Acquisition, the Spice Board expects to be able to make reasonablereductions to the Enlarged Group's cost base. Synergies are expected to bederived from: - reduced executive management costs; and - savings in head office and other duplicate costs, including professional fees and regulatory costs. • Strategic fit The Acquisition is a strong strategic fit, complementing and enhancing Spice'sexisting business. Spice's ambition for the Enlarged Group is to deliver maximum value to itsshareholders by means of growth, both organic and through further strategicacquisitions. This is one of the Spice Group's key historic strengths. • Enhancement in earnings per share The Acquisition is expected to enhance earnings per share (before exceptionalcosts) for Spice for the year ending 27 April 2008. Note: This statement should not be taken to imply that the earnings per share ofSpice for the year ending 27 April 2008 will be higher than for the year ended29 April 2007. 9. Management, employees and location Each of the Revenue Assurance Directors has agreed to resign from the RevenueAssurance Board, conditional upon, and with effect from, the Scheme becomingEffective. In this regard, each of Simon Beart and William Good (being the onlyexecutive Revenue Assurance Directors) have entered into compromise agreementswith Revenue Assurance pursuant to which, inter alia, Revenue Assurance hasagreed to make certain termination payments to them in connection with theirceasing to be employed by the Revenue Assurance Group upon the Scheme becomingEffective. Each of Simon Beart and William Good has also entered intoconsultancy agreements with Spice, pursuant to which they will provide certaintransitional consultancy services to the Enlarged Group during the period fromthe Effective Date until 31 March 2008. Cenkos, which has advised the RevenueAssurance Directors, considers the terms of the consultancy arrangements betweenSimon Beart, William Good and Spice referred to above to be fair and reasonableso far as Revenue Assurance Shareholders are concerned. Further details of these agreements and the other arrangements in respect of theRevenue Assurance Directors will be set out in the Scheme Document. Spice attaches great importance to the skills and experience of the existingmanagement and employees of Revenue Assurance and believes that opportunitiesfor the employees of the Enlarged Group will be enhanced in the event that theAcquisition is completed. The Spice Board intends that, following thecompletion of the Acquisition, the existing employment rights, including pensionrights, of all Revenue Assurance Group employees will be fully safeguarded. Other than set out above, Spice confirms that it has no plans to alter existingarrangements with employees or to change the locations of Revenue AssuranceGroup's places of business. Assuming none of the Revenue Assurance Directors make an election under the Mixand Match Facility, following the Scheme becoming Effective, the RevenueAssurance Directors will be interested, in aggregate, in 558,255 New SpiceShares, representing approximately 0.9 per cent. of the enlarged issued sharecapital of Spice following the Acquisition. 10. Revenue Assurance Share Schemes and the Warrants Appropriate proposals will be made in due course to participants in the RevenueAssurance Share Schemes and the holder of the Warrants. Details of theseproposals will be set out in the Scheme Document and in separate letters to besent to participants in the Revenue Assurance Share Schemes and the holder ofthe Warrants. 11. Financing for the Acquisition The Cash Consideration payable under the Acquisition will be financed by Spice's syndicated £170 million loan facilities arranged by HSBC Bank plc. Bridgewell is satisfied that sufficient resources are available to Spice tosatisfy the Cash Consideration payable as a result of the Scheme becomingEffective. 12. Inducement Fee Agreement Revenue Assurance has entered into an agreement with Spice under which RevenueAssurance has agreed to pay an inducement fee equivalent to one per cent.(inclusive of value added tax) of the value of Revenue Assurance (as determinedby reference to the Acquisition terms set out in this Announcement and which,for the avoidance of doubt, will not fluctuate as a result of subsequentmovements in the price of Spice Shares after the date of this Announcement) toSpice in the event that: (a) an Independent Inconsistent Transaction isannounced and becomes or is declared unconditional in all material respects orotherwise completes; or (b) the Revenue Assurance Board withdraws or adverselyalters its recommendation of the Acquisition and the Scheme is not proposed, iswithdrawn or does not become Effective in accordance with its terms. 13. Implementation Agreement Revenue Assurance and Spice have also entered into the Implementation Agreement,which governs their relationship during the period until the Scheme becomesEffective. Amongst other things, Spice and Revenue Assurance have agreed to co-operate with regard to the process required to implement the Scheme and RevenueAssurance has entered into certain undertakings concerning the conduct of itsbusiness during that period. 14. The Scheme It is intended that the Acquisition will be effected by means of a Courtsanctioned scheme of arrangement between Revenue Assurance and its shareholdersunder section 425 of the Companies Act (although Spice has reserved the right toimplement the Acquisition by way of a Takeover Offer). Upon the Scheme becomingEffective, Spice will become the owner of the whole of the issued share capitalof Revenue Assurance. To become Effective, the Scheme will require, amongst other things, the approvalat the Court Meeting of a majority in number representing not less than three-fourths in value of the Scheme Shareholders present and voting, either in personor by proxy, at the Court Meeting, or at any adjournment thereof and the passingof the resolution necessary to approve matters to give effect to the Scheme atthe Extraordinary General Meeting, or at any adjournment thereof. Following theExtraordinary General Meeting and the Court Meeting and the satisfaction (or,where applicable, waiver) of the other Conditions, the Scheme must also besanctioned by the Court at the Scheme Court Hearing and the associated CapitalReduction must be confirmed by the Court at the Reduction Court Hearing. The formal documentation setting out details of the Acquisition, including theScheme Document setting out the procedures to be followed to approve the Scheme,will be posted to Revenue Assurance Shareholders (other than certain OverseasShareholders) in due course and in any event within 28 days from the date ofthis Announcement. The Scheme Document will include full details of the Scheme,together with notices of the Court Meeting and the Extraordinary General Meetingand the expected timetable, and will specify the action to be taken by SchemeShareholders to approve the Scheme. 15. Irrevocable undertakings Spice has received irrevocable undertakings to vote (or procure the vote) infavour of the Scheme in respect of 11,699,584 Revenue Assurance Shares, inaggregate representing approximately 27.4 per cent. of Revenue Assurance'sexisting issued share capital. This includes irrevocable undertakings fromcertain of the Revenue Assurance Directors in respect of 714,746 RevenueAssurance Shares, representing approximately 1.7 per cent. of RevenueAssurance's existing issued share capital held by them and certain connectedparties, as follows: Name Revenue Assurance Shares Percentage of existing issued share capital of Revenue AssuranceSimon Delaval Beart 519,148 1.21%Thomas William Good 161,488 0.38%Ian Rodney Mann 8,300 0.02%David Ronald Tiplady Thompson 5,810 0.01%Alastair Macleod Taylor 20,000 0.05% The undertakings given by certain of the Revenue Assurance Directors will remainbinding even if a higher competing offer for Revenue Assurance is made. Theywill cease to be binding only if (i) the board of Revenue Assurance withdrawsits recommendation before the EGM and Court Meeting are held; (ii) the SchemeDocument (or the formal document containing any Takeover Offer) is not posted toRevenue Assurance Shareholders by the date 28 days from the date of thisAnnouncement (or the announcement of any Takeover Offer) or such longer periodas may be permitted by the Panel; (iii) the Scheme or any resolution to beproposed at the EGM is not approved by the requisite majority of theshareholders of Revenue Assurance at the Court Meeting or at the EGMrespectively; (iv) an announcement of any Takeover Offer is not released by suchdate as Spice and Revenue Assurance may, with the consent of the Panel, agree;or (v) any Takeover Offer lapses or is withdrawn, provided that any TakeoverOffer is on terms no less favourable to Revenue Assurance Shareholders than theterms set out in this Announcement. Robin Alvarez has given an irrevocable undertaking to vote in favour of theScheme in respect of his entire beneficial holding of 6,960,322 RevenueAssurance Shares, representing approximately 16.3 per cent. of the existingissued share capital of Revenue Assurance. This undertaking will remain bindingeven if a higher competing offer for Revenue Assurance is made. This will ceaseto be binding only if (i) the board of Revenue Assurance withdraws itsrecommendation before the EGM and Court Meeting are held; (ii) the SchemeDocument (or the formal document containing any Takeover Offer) is not posted toRevenue Assurance Shareholders by the date 28 days from the date of thisAnnouncement (or the announcement of any Takeover Offer) or such longer periodas may be permitted by the Panel; (iii) the Scheme or any resolution to beproposed at the EGM is not approved by the requisite majority of theshareholders of Revenue Assurance at the Court Meeting or at the EGMrespectively; (iv) an announcement of any Takeover Offer is not released by suchdate as Spice and Revenue Assurance may, with the consent of the Panel, agree;or (v) any Takeover Offer lapses or is withdrawn, provided that any TakeoverOffer is on terms no less favourable to Revenue Assurance Shareholders than theterms set out in this Announcement. Other irrevocable undertakings to vote in favour of the Scheme have been given by: • Paul Craig Beverley in respect of his entire holding of 167,793 RevenueAssurance Shares, representing approximately 0.39 per cent. of the existingissued share capital of Revenue Assurance. This undertaking will remain bindingeven if a higher competing offer for Revenue Assurance is made; • Stephen Mark Beverley in respect of his entire holding of 181,112 RevenueAssurance Shares, representing approximately 0.42 per cent. of the existingissued share capital of Revenue Assurance. This undertaking will remain bindingeven if a higher competing offer for Revenue Assurance is made; • Brian Craig Beverley in respect of his entire holding of 1,003,598 RevenueAssurance Shares, representing approximately 2.35 per cent. of the existingissued share capital of Revenue Assurance. This undertaking will remain bindingeven if a higher competing offer for Revenue Assurance is made; • CMIS Limited Pension Fund in respect of its entire holding of 333,482Revenue Assurance Shares, representing approximately 0.78 per cent. of theexisting issued share capital of Revenue Assurance. This undertaking willremain binding even if a higher competing offer for Revenue Assurance is made; • Polar Capital European Forager Fund Limited in respect of its entire holdingof 670,000 Revenue Assurance Shares, representing approximately 1.57 per cent.of the existing issued share capital of Revenue Assurance. This undertakingwill cease to be binding if a higher competing offer for Revenue Assurance ismade that represents an improvement of more than 10 per cent. in the value ofthe consideration under the Scheme; and • Gartmore Investment Limited in respect of its entire holding of 1,668,531Revenue Assurance Shares, representing approximately 3.91 per cent. of theexisting issued share capital of Revenue Assurance. This undertaking will ceaseto be binding if a higher competing offer for Revenue Assurance is made thatrepresents an improvement of more than five per cent. in the value of theconsideration under the Scheme. These undertakings will also cease to be binding if (i) the board of RevenueAssurance withdraws its recommendation before the EGM and Court Meeting areheld; (ii) the Scheme Document (or the formal document containing any TakeoverOffer) is not posted to Revenue Assurance Shareholders by the date being 28 daysfrom the date of this Announcement (or the announcement of any Takeover Offer)or such longer period as may be permitted by the Panel; (iii) the Scheme or anyresolution to be proposed at the EGM is not approved by the requisite majorityof the shareholders of Revenue Assurance at the Court Meeting or at the EGMrespectively; (iv) an announcement of any Takeover Offer is not released by suchdate as Spice and Revenue Assurance may, with the consent of the Panel, agree;or (v) any Takeover Offer lapses or is withdrawn, provided that any TakeoverOffer is on terms no less favourable to Revenue Assurance Shareholders than theterms set out in this Announcement. In addition, Spice has received letters of intent from: • AXA Framlington Investment Management Limited to vote in favour of theScheme in respect of 1,662,692 Revenue Assurance Shares, representingapproximately 3.89 per cent. of Revenue Assurance's existing issued sharecapital.; • Morley Fund Management Limited to vote in favour of the Scheme in respect of850,000 Revenue Assurance Shares, representing approximately 1.99 per cent. ofRevenue Assurance's existing issued share capital; • Aberdeen Asset Managers Limited to vote in favour of the Scheme in respectof 1,379,241 Revenue Assurance Shares, representing approximately 3.23 per cent.of Revenue Assurance's existing issued share capital; and • Invesco Asset Management Limited to vote in favour of the Scheme in respectof 1,518,911 Revenue Assurance Shares, representing approximately 3.56 per cent.of Revenue Assurance's existing issued share capital. In aggregate, therefore,Spice has received irrevocable undertakings and letters of intent to vote infavour of the Scheme in respect of 17,110,428 Revenue Assurance Shares(representing approximately 40.0 per cent. of Revenue Assurance's existingissued share capital). 16. Disclosure of interests in Revenue Assurance As at the close of business on 27 July 2007 (being the latest practicablebusiness day prior to the date of this Announcement), neither Spice, nor anySpice Director, nor, so far as Spice is aware, any person acting in concert withSpice has any interest in, or has any right to subscribe for, any relevantsecurities of Revenue Assurance, nor are they party to any short positions(whether conditional or absolute and whether in the money or otherwise) relatingto relevant securities of Revenue Assurance, including short positions underderivatives, agreements to sell or any delivery obligations or rights to requireanother person to purchase or take delivery. Neither Spice nor any Spice Director nor, so far as Spice is aware, any personacting in concert with Spice has borrowed or lent any relevant securities ofRevenue Assurance. No arrangement exists with Spice nor any associate of Spice(within the meaning of the Code) in relation to relevant securities of RevenueAssurance. For these purposes, " arrangement" includes any indemnity or optionarrangement and any agreement or understanding, formal or informal, of whatevernature, relating to relevant securities of Revenue Assurance which may be aninducement to deal or refrain from dealing in such securities. 17. Cancellation of admission to trading on AIM and re-registration Revenue Assurance will apply to the London Stock Exchange for the admission totrading of Revenue Assurance Shares on AIM to be cancelled with effect from theclose of business on the business day immediately prior to the Effective Date. It is also intended that Revenue Assurance be re-registered as a private limited company in due course. 18. General The Acquisition will be on the terms and subject to the Conditions set out inAppendix 1 to this Announcement and to the full terms and conditions which willbe set out in the Scheme Document. The bases and sources of certain financialinformation contained in this Announcement are set out in Appendix 2 to thisAnnouncement. Certain definitions and terms used in this Announcement are setout in Appendix 3 to this Announcement. It is expected that the Scheme Document will be sent to Revenue AssuranceShareholders in due course and, in any event, within 28 days of thisAnnouncement (other than to certain Overseas Shareholders). Enquiries:Spice plc Revenue Assurance Services plc Tel: +44 (0) 113 201 2120 Tel: +44 (0) 1483 735 700Simon Rigby Simon BeartOliver Lightowlers William GoodCarl ChambersBridgewell Limited Cenkos Securities plc (Financial adviser to Spice) (Financial adviser, nominated adviser and broker to Revenue Assurance) Tel: +44 (0) 20 7397 8900Tel: +44 (0) 20 7003 3000Simon Hardy Nicholas WellsSimon Bridges Simon SouthwoodDan WebsterKBC Peel Hunt Limited (Nominated adviser and broker to Spice) Tel: +44 (0) 20 7418 8900Julian BluntFinancial Dynamics (Financial PR adviser to Spice) Tel: +44 (0) 207 831 3113Billy CleggCaroline Stewart A telephone conference call for analysts has been scheduled for 11.00 a.m. on 30July 2007. The dial-in details for the conference call will be as follows: Dial in number: 0845 146 2004 Passcode reference: Spice The Revenue Assurance Directors accept responsibility for the informationcontained in this Announcement relating to Revenue Assurance and itssubsidiaries, themselves and their immediate families and connected persons. TheSpice Directors accept responsibility for all other information contained inthis Announcement. To the best of the knowledge and belief of the RevenueAssurance Directors and the Spice Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this Announcementfor which they each accept responsibility is in accordance with the facts anddoes not omit anything likely to affect the import of such information.Bridgewell, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for Spice and no one else inconnection with the Acquisition and the Scheme and will not be responsible toanyone other than Spice for providing the protections afforded to clients ofBridgewell nor for giving advice in relation to the Acquisition and the Schemeor any other matter or arrangement referred to in this Announcement. Cenkos, which is authorised and regulated in the United Kingdom by the FinancialServices Authority, is acting exclusively for Revenue Assurance and no one elsein connection with the Acquisition and the Scheme and will not be responsible toanyone other than Revenue Assurance for providing the protections afforded tothe clients of Cenkos nor for giving advice in relation to the Acquisition andthe Scheme or any other matter or arrangement referred to in this Announcement. Overseas Jurisdictions The release, publication or distribution of this Announcement in jurisdictionsother than the United Kingdom may be restricted by law and therefore any personswho are subject to the laws of any jurisdiction other than the United Kingdomshould inform themselves about, and observe, any applicable requirements. ThisAnnouncement has been prepared for the purposes of complying with English lawand 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 and regulations of any jurisdiction outside of England. This Announcement does not constitute an offer to sell or an invitation topurchase or subscribe for any securities or a solicitation of any vote orapproval in any jurisdiction whether relating to the Acquisition or otherwise.This Announcement does not constitute a prospectus or a prospectus equivalentdocument. The Acquisition will be made solely through the Scheme Document whichwill contain the full details, terms and conditions of the Acquisition,including details of how to vote in respect of the Acquisition. RevenueAssurance Shareholders are advised to read carefully the formal documentation inrelation to the Acquisition once it has been despatched. In particular, this Announcement is not an offer of securities for sale in theUnited States and the New Spice Shares, which will be issued in connection withthe Acquisition, have not been, and will not be, registered under the SecuritiesAct or under the securities law of any state, district or other jurisdiction ofthe United States, Australia, Canada or Japan and no regulatory clearance inrespect of the New Spice Shares has been, or will be, applied for in anyjurisdiction other than the UK. Accordingly, the New Spice Shares are not beingand may not be (unless an exemption under relevant securities laws isapplicable) offered, sold, resold or delivered, directly or indirectly, in orinto the United States, Australia, Canada or Japan or any other jurisdiction ifto do so would constitute a violation of the relevant laws of, or requireregistration thereof in, such jurisdiction or to, or for the account or benefitof, any United States, Australian, Canadian or Japanese person. Forward LookingStatements This Announcement contains certain forward looking statements with respect tothe financial condition, results of operations and business of Revenue Assuranceor the Revenue Assurance Group and/or Spice or the Spice Group and certain plansand objectives of the boards of directors of Revenue Assurance and Spice. Theseforward looking statements can be identified by the fact that they do not relateto historical or current facts. Forward looking statements often use words suchas "anticipate", "target", "expect", "estimate", "intend", "plan", "goal","believe", "will", "may", "should", "would", "could" or other words of similarmeaning. These statements are based on assumptions and assessments made by theboards of directors of Revenue Assurance and Spice in the light of theirexperience and their perception of historical trends, current conditions,expected future developments and other factors they believe appropriate. Bytheir nature, forward looking statements involve risk and uncertainty and thefactors described in the context of such forward looking statements in thisAnnouncement could cause actual results and developments to differ materiallyfrom those expressed in or implied by such forward looking statements. Should one or more of these risks or uncertainties materialise, or shouldunderlying assumptions prove incorrect, actual results may vary materially fromthose described in this Announcement. Revenue Assurance and Spice assume noobligation to update or correct the information contained in this Announcement. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,"interested" (directly or indirectly) in one per cent. or more of any class of"relevant securities" of Revenue Assurance or Spice, all "dealings" in any"relevant securities" of that company (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities") mustbe publicly disclosed by no later than 3.30 p.m. on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the Effective Date, or until the date on which the Scheme lapses or isotherwise withdrawn or on which the "offer period" otherwise ends (or, if Spiceelects to effect the Acquisition by way of an offer, until the date on whichsuch offer becomes, or is declared, unconditional as to acceptances, lapses oris otherwise withdrawn or on which the "offer period" otherwise ends). If two ormore persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" of RevenueAssurance or Spice, they will be deemed to be a single person for the purpose ofRule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of Revenue Assurance or Spice by Revenue Assurance or Spice, or byany of their respective "associates", must be disclosed by no later than noon onthe London 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 consult the Panel. Copies of this Announcement can be found at Revenue Assurance's and Spice'swebsites at www.rasplc.com and www.spiceplc.com respectively. APPENDIX 1 CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME AND THE ACQUISITION Part A Conditions of the Acquisition 1. The Acquisition will be conditional upon the Scheme becoming unconditionaland becoming Effective, subject to the Code, by no later than 30 November 2007 or such later date as Revenue Assurance and Spice and (if required) the Court may agree. The Acquisition will be governed by English law and be subject to thejurisdiction of the English courts, to the Conditions, to the terms to be setout in the Scheme Document and in the Form of Election and to the applicablerequirements of the Code, the Panel and the London Stock Exchange. 2. The Scheme will be conditional upon: 2.1 the approval of the Scheme by a majority in number representing not less than three-fourths in value of the holders of Scheme Shares, present and voting, either in person or by proxy, at the Court Meeting or any adjournment of that meeting; 2.2 the resolution required to approve and implement the Scheme and set out in the notice of the Extraordinary General Meeting beingpassed by the requisite majority at the Extraordinary General Meeting or anyadjournment of that meeting; and 2.3 the sanction (with or without modification) of the Scheme and the confirmation of the Capital Reduction by the Court, office copies of theCourt Orders and the Minute being delivered for registration to the Registrar ofCompanies and the registration of the Reduction Court Order confirming theCapital Reduction with the Registrar of Companies. 3. Revenue Assurance and Spice have agreed that, subject as stated in paragraph 4 below, the Acquisition will be conditional upon the following matters: 3.1 the passing at the annual general meeting of Spice to be held on 5 September 2007 (or any adjournment thereof) of such resolutions as maybe necessary to give the Spice Board general and unconditional authority inaccordance with section 80 of the Companies Act to exercise all the powers ofSpice to allot the New Spice Shares; 3.2 the admission of the New Spice Shares to trading on AIM becoming effective in accordance with the AIM Rules or (if Spice so determinesand subject to the consent of the Panel) the London Stock Exchange agreeing toadmit such shares to trading on AIM, subject only to the allotment of suchshares; 3.3 Authorisations 3.3.1 all authorisations in any jurisdiction which Spice reasonably considers necessary or appropriate for, or in respect of, the Scheme,its implementation or any acquisition of any shares in, or control of, RevenueAssurance or any other member of the Wider Revenue Assurance Group by any memberof the Wider Spice Group having been obtained in terms and in a formsatisfactory to Spice acting reasonably from any relevant person or from anyperson or body with whom any member of the Wider Revenue Assurance Group hasentered into contractual arrangements and all such authorisations remaining infull force and effect and Revenue Assurance not having received written noticeof any intention to revoke or not renew the same; and 3.3.2 all authorisations which Spice reasonably considers necessary to carry on the business of any member of the Wider Revenue AssuranceGroup (where the absence of such authorisation would have a material and adverseeffect on the Wider Revenue Assurance Group taken as a whole) remaining in fullforce and effect and Revenue Assurance not having received written notice of anyintention to revoke or not to renew the same; and 3.3.3 all filings which Spice reasonably considers necessary having been made and all applicable waiting and other periods having expired, lapsed or been terminated and all applicable statutory or regulatory obligationsin any jurisdiction having been complied with; 3.4 Regulatory Intervention no relevant person having taken, instituted, implemented or threatened inwriting any legal proceedings, or having required any action to be taken orotherwise having done anything or having enacted, made or proposed any statute,regulation, order or decision or taken any other step and there not continuingto be outstanding any statute, regulation, order or decision that would or mightreasonably be expected to: 3.4.1 make the Scheme, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the WiderRevenue Assurance Group by Spice illegal, void or unenforceable; or 3.4.2 otherwise, directly or indirectly, prevent, prohibit orotherwise materially restrict, restrain, delay or interfere in theimplementation of or impose additional conditions or obligations with respect toor otherwise challenge or require amendment of the Scheme or the proposedacquisition of Revenue Assurance by Spice or any acquisition of shares inRevenue Assurance by Spice; or 3.4.3 require, prevent or materially delay the divestiture bySpice of any shares or other securities in Revenue Assurance; or 3.4.4 impose any material limitation on the ability of any member of the Wider Spice Group or any member of the Wider Revenue AssuranceGroup to acquire or hold or exercise effectively, directly or indirectly, anyrights of ownership of shares or other securities or the equivalent in anymember of the Wider Revenue Assurance Group or management control over anymember of the Wider Revenue Assurance Group in any such case in a manner or toan extent which is material to Spice in the context of the Scheme or, as thecase may be, in the context of the Wider Spice Group or the Wider RevenueAssurance Group taken as a whole; or 3.4.5 require, prevent or materially delay the disposal by Revenue Assurance or any member of the Revenue Assurance Group, or require thedisposal or alter the terms of any proposed disposal by any member of the WiderRevenue Assurance Group, of all or any part of their respective businesses,assets or properties or impose any limitation on the ability of any of them toconduct their respective businesses or own their respective assets or propertiesin any such case in a manner or to an extent which is material to Spice in thecontext of the Scheme or, as the case may be, in the context of the Wider SpiceGroup or the Wider Revenue Assurance Group taken as a whole; or 3.4.6 other than pursuant to the Scheme, require any member of the Wider Spice Group or of the Wider Revenue Assurance Group to offer to acquire any shares or other securities (or the equivalent) in any member of theWider Revenue Assurance Group or any member of the Wider Spice Group owned byany third party (in each case, other than in connection with the implementationof the Scheme), where such acquisition would be material to Spice in the contextof the Scheme or, as the case may be, in the context of the Wider Spice Group orthe Wider Revenue Assurance Group taken as a whole; or 3.4.7 impose any limitation on the ability of any member of the Wider Spice Group or the Wider Revenue Assurance Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of thebusinesses of any other member of the Wider Spice Group and/or the Wider RevenueAssurance Group in each case in a manner which would be material to Spice in thecontext of the Scheme or, as the case may be, in the context of the Wider SpiceGroup or the Wider Revenue Assurance Group taken as a whole; or 3.4.8 result in any member of the Wider Spice Group or the Wider Revenue Assurance Group ceasing to be able to carry on business under anyname under which it presently does so to an extent which is material to Spice inthe context of the Scheme or, as the case may be, in the context of the WiderSpice Group or the Wider Revenue Assurance Group taken as a whole; or 3.4.9 otherwise adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Spice Group or the WiderRevenue Assurance Group to an extent which is material to the Spice in thecontext of the Scheme or, as the case may be, in the context of the Wider SpiceGroup or the Wider Revenue Assurance Group taken as a whole; and all applicable waiting and other time periods during which any such relevantperson could institute, or implement or threaten any legal proceedings, havingexpired, lapsed or been terminated; 3.5 Consequences Of The Scheme save as Disclosed, there being no provision of any agreements to which anymember of the Wider Revenue Assurance Group is a party, or by or to which anysuch member, or any part of its assets, may be bound, entitled or subject, whichwould or might, in each case as a consequence of the Scheme or of theacquisition or proposed acquisition of all or any part of the issued sharecapital of, or change of control or management of, Revenue Assurance or anyother member of the Wider Revenue Assurance Group reasonably be expected toresult (in each case to an extent which is material to Spice in the context ofthe Scheme or, as the case may be, in the context of the Wider Revenue AssuranceGroup taken as a whole) in: 3.5.1 any material assets or interests of any member of the Wider Revenue Assurance Group being or falling to be disposed of or charged inany way or ceasing to be available to any member of the Wider Revenue AssuranceGroup or any rights arising under which any such asset or interest could berequired to be disposed of or charged in any way or could cease to be availableto any member of the Wider Revenue Assurance Group otherwise than in theordinary course of business; or 3.5.2 any moneys borrowed by or other indebtedness (actual orcontingent) of, or any grant available to, any member of the Wider RevenueAssurance Group being or becoming repayable or capable of being declaredrepayable immediately or earlier than the repayment date stated in suchagreement or the ability of such member of the Wider Revenue Assurance Group toincur any such borrowing or indebtedness becoming or being capable of becomingwithdrawn, inhibited or prohibited; or 3.5.3 any such agreement or the rights, liabilities, obligations or interests of any such member under it being terminated or adversely modified or affected or any onerous obligation arising or any adverse action being taken under it; or 3.5.4 the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business)being terminated or adversely modified or affected; or 3.5.5 the financial or trading position of any member of the Wider Revenue Assurance Group being prejudiced or adversely affected; or 3.5.6 the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of anymember of the Wider Revenue Assurance Group or any such security (wheneverarising or having arisen) becoming enforceable or being enforced; or 3.5.7 any member of the Wider Revenue Assurance Group ceasing to be able to carry on business under any name under which or on the terms on which it currently does so or any person presently not able to carry on businessunder any name under which any member of the Wider Revenue Assurance Groupcurrently does becoming able to do so; or 3.5.8 the creation of actual or contingent liabilities by any member of the Wider Revenue Assurance Group; and no event having occurred which, under any provision of any such agreement towhich any member of the Wider Revenue Assurance Group is a party, or by or towhich any such member, or any of its assets, may be bound, entitled or subject,could result , to an extent which is material to Spice in the context of theScheme or, as the case may be in the context of the Wider Revenue AssuranceGroup taken as a whole, in any of the events or circumstances as are referred toin subparagraphs 3.5.1 to 3.5.8 inclusive; 3.6 No Corporate Action Taken Since The Accounting Date since the Accounting Date, save as otherwise Disclosed or pursuant totransactions in favour of Revenue Assurance or a wholly-owned subsidiary ofRevenue Assurance or otherwise pursuant to the Scheme, no member of the WiderRevenue Assurance Group having: 3.6.1 issued or agreed to issue or authorised or proposed theissue or grant of additional shares of any class or securities convertible intoor exchangeable for, or rights, warrants or options to subscribe for or acquire,any such shares or convertible securities (save pursuant to the RevenueAssurance Share Schemes); or 3.6.2 redeemed, purchased, repaid or reduced or proposed the redemption, purchase, repayment or reduction of any part of its share capital ormade or proposed the making of any other change to its share capital; or 3.6.3 save in relation to the final dividend declared by Revenue Assurance in respect of the year ended 31 March 2007, recommended,declared, paid or made or proposed to recommend, declare, pay or make anydividend, bonus issue or other distribution whether payable in cash orotherwise; or 3.6.4 merged or demerged with or from, or acquired, any body corporate or authorised or proposed or announced any intention to propose anysuch merger or demerger; or 3.6.5 other than in the ordinary course of business acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any assets (including shares and trade investments) orauthorised or proposed or announced any intention to propose any acquisition,disposal, transfer, mortgage, charge or creation or grant of any securityinterest (which in any case is material in the context of the Wider RevenueAssurance Group taken as a whole); or 3.6.6 issued or authorised or proposed the issue of any debentures or incurred or save in the ordinary course of business increased anyborrowings, indebtedness or liability (actual or contingent) of any aggregateamount which is material in the context of the Wider Revenue Assurance Grouptaken as a whole; or 3.6.7 entered into or varied, or authorised or proposed the entry into or variation of, or announced its intention to enter into or vary,any transaction, arrangement, contract or commitment (whether in respect ofcapital expenditure or otherwise) which is of a long term, onerous or unusualnature or magnitude or could involve an obligation of such nature or magnitudeor which is or could be restrictive to the existing business of any member ofthe Wider Revenue Assurance Group or which is other than in the ordinary courseof business and which in any such case is material in the context of the WiderRevenue Assurance Group taken as a whole; or 3.6.8 entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authoriseor propose any contract, reconstruction, amalgamation, scheme, commitment orother transaction or arrangement otherwise than in the ordinary course ofbusiness and which is material in the context of the Wider Revenue AssuranceGroup taken as a whole; or 3.6.9 waived or compromised any claim which is material in thecontext of the Wider Revenue Assurance Group taken as a whole; or 3.6.10 entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any ofthe directors or senior executives of Revenue Assurance or (to the extent it ismaterial in the context of the Wider Revenue Assurance Group taken as a whole)any of the directors or senior executives of any other member of the WiderRevenue Assurance Group; or 3.6.11 taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for itswinding-up (voluntary or otherwise), dissolution or reorganisation or for theappointment of a receiver, administrator, administrative receiver, trustee orsimilar officer of all or any material part of its assets and revenues or forany analogous proceedings or steps in any jurisdiction or for the appointment ofany analogous person in any jurisdiction which in any case is material in thecontext of the Wider Revenue Assurance Group taken as a whole; or 3.6.12 been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend)payment of its debts generally or ceased or threatened to cease carrying on allor a substantial part of its business, in any case which is or would be materialin the context of the Wider Revenue Assurance Group taken as a whole; or 3.6.13 made any alteration to its memorandum or articles of association, or other incorporation documents; or 3.6.14 in relation to the pension schemes established for its directors and/or other employees and/or their dependants, made or consented toany change, in any case which is or would be material in the context of theWider Revenue Assurance Group taken as a whole, to: 3.6.14.1 the terms of the trust deeds constituting such pension schemes or to the benefits which accrue; 3.6.14.2 the pensions which are payable, under them; 3.6.14.3 the basis on which qualifications for or accrual ofor entitlement to such benefits or pensions are calculated or determined; 3.6.14.4 the basis upon which the liabilities (including pensions) of such pension schemes are funded or made; 3.6.14.5 or agreed or consented to any change to the trusteesof such pension schemes; or 3.6.15 entered into any agreement or passed any resolution or madeany offer (which remains open for acceptance) or proposed or announced anyintention with respect to any of the transactions, matters or events referred toin this condition 3.6; 3.7 Other Events Since the Accounting Date in the period since the Accounting Date, save as Disclosed: 3.7.1 no litigation or arbitration proceedings, prosecution,investigation or other legal proceedings having been announced, instituted,threatened or remaining outstanding by, against or in respect of, any member ofthe Wider Revenue Assurance Group or to which any member of the Wider RevenueAssurance Group is or may become a party (whether as claimant, respondent orotherwise) which is material in the context of the Wider Revenue Assurance Grouptaken as a whole; or 3.7.2 no adverse change or deterioration having occurred inthe business or assets or financial or trading position, assets or profits ofany member of the Wider Revenue Assurance Group which is material in the contextof the Wider Revenue Assurance Group taken as a whole; or 3.7.3 no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of theWider Revenue Assurance Group having been threatened in writing, announced,implemented or instituted or remaining outstanding by, against or in respect of,any member of the Wider Revenue Assurance Group which in any such case ismaterial in the context of the Wider Revenue Assurance Group taken as a whole;or 3.7.4 no contingent or other liability having arisen or becomeapparent or increased which is material in the context of the Wider RevenueAssurance Group taken as a whole; 3.8 Environmental and Other Issues save as Disclosed, Spice not having discovered that: 3.8.1 Environmental 3.8.1.1 any past or present member of the Wider Revenue Assurance Group has not complied in a material respect with all applicablelegislation or regulations or authorisations of any jurisdiction with regard tothe use, handling, storage, transport, production, supply, treatment, keeping,disposal, discharge, spillage, leak or emission of any waste or hazardoussubstance or any substance likely to damage or impair the environment or harmhuman health or otherwise relating to environmental matters or the health andsafety of any person or that there has otherwise been any such use, handling,storage, transport, production, supply, treatment, keeping, disposal, discharge,spillage, leak or emission (whether or not the same constituted a non-complianceby any person with any such legislation or regulations or authorisations andwherever the same may have taken place), which, in any such case, would belikely to give rise to any liability (whether actual or contingent) or cost onthe part of any member of the Wider Revenue Assurance Group which is material inthe context of the Wider Revenue Assurance Group taken as a whole; or 3.8.1.2 there has been a material disposal, discharge, release, spillage, leak or emission of any waste or hazardous substance or anysubstance reasonably likely to damage or impair the environment or harm humanhealth which would be likely to give rise to any liability (whether actual orcontingent) or cost on the part of any member of the Wider Revenue AssuranceGroup which is material in the context of the Wider Revenue Assurance Grouptaken as a whole; or 3.8.1.3 there is, or is likely to be any liability (whether actual or contingent) or cost on the part of any member of the WiderRevenue Assurance Group to make good, repair, reinstate or clean up any relevantasset or any other property or any controlled waters under any environmentallegislation, regulation, notice, circular, order or other lawful requirement ofany relevant person or third party or otherwise which is material in the contextof the Wider Revenue Assurance Group taken as a whole; 3.8.2 Information the financial, business or other information Disclosed at any time by any memberof the Wider Revenue Assurance Group, whether publicly or in the context of theScheme, either contained a material misrepresentation of fact or omitted tostate a fact necessary to make the information disclosed not materiallymisleading and such information not being subsequently corrected or remedied; 3.8.3 Intellectual Property 3.8.3.1 any member of the Wider Revenue Assurance Group does not own or have licensed to it or otherwise possess legally enforceablerights to use all intellectual property that is: (a) required or reasonably necessary for the conduct of business of the relevant member of the Wider Revenue Assurance Group as currently conducted; or (b) under development for such business; and, in either case, the absence of which, individually or in the aggregate,would be material in the context of the Wider Revenue Assurance Group taken as awhole; or 3.8.3.2 any member of the Wider Revenue Assurance Group has infringed any intellectual property rights of any third party where theconsequences of which would be material in the context of the Wider RevenueAssurance Group taken as a whole; or 3.8.3.3 any claims have been asserted in writing or threatened in writing by any person: (a) that the Wider Revenue Assurance Group infringes any intellectual property of any third party; or (b) challenging the ownership of any member of the Wider Revenue Assurance Group of, or the validity or effectiveness of, any of its intellectual property; and any such claims are material in the context of the Wider Revenue AssuranceGroup taken as a whole; or 3.8.3.4 any intellectual property held by any member of the Wider Revenue Assurance Group that is material in the context of the Wider Revenue Assurance Group taken as a whole is not valid and subsisting; or 3.8.3.5 there is material unauthorised use, infringement or misappropriation of any intellectual property of any member of the Wider Revenue Assurance Group by any third party; or 3.8.3.6 any persons who are now, or within the last five years have been, employees, consultants or contractors of any member of the Wider Revenue Assurance Group have failed to execute proprietary information andconfidentiality agreements, where such failure is material in the context of theWider Revenue Assurance Group taken as a whole. 4. Spice may waive (wholly or partly) all or any of theconditions in paragraph 3 above. 5. If Spice is required by the Panel to make an offer or offers for the Revenue Assurance Shares under the provisions of Rule 9 of theCity Code, Spice may make such alterations to the terms and conditions of theAcquisition as may be necessary to comply with the provisions of that Rule. 6. The Acquisition will lapse and the Scheme will not proceed if before the date of the Court Meeting the Acquisition, or any matterarising from it, is referred to the Competition Commission. 7. Spice reserves the right to elect to implement the Acquisition by way of a Takeover Offer. In such event, such offer will beimplemented on the same terms (subject to appropriate amendments, including(without limitation) an acceptance condition set at 90 per cent. (or such lesserpercentage (being more than 50 per cent.) as Spice may determine) of the sharesto which the offer relates), so far as applicable, as those which would apply tothe Scheme. Part B Certain further terms of the Acquisition Fractions of New Spice Shares will not be allotted and issued to RevenueAssurance Shareholders pursuant to the Scheme. Fractional entitlements to NewSpice Shares will be aggregated and allotted and issued to a nominee appointedby Spice as nominee for the Revenue Assurance Shareholders to which suchfractional entitlements apply, sold in the market and the net proceeds of salewill be distributed pro rata to the Revenue Assurance Shareholders entitledthereto. However, individual fractional entitlements to amounts (net ofexpenses) not exceeding £5.00 will not be paid to persons who would otherwise beentitled thereto under the Scheme, but will be retained for the benefit of theEnlarged Group. Any Revenue Assurance Shares issued pursuant to the exercise of options orawards under the Revenue Assurance Share Schemes or pursuant to the exercise ofthe Warrants prior to the Reorganisation Record Time will be subject to theScheme. Pursuant to the Scheme, the Articles will be amended to ensure that anyRevenue Assurance Share allotted and issued pursuant to the exercise of anoption or award under the Revenue Assurance Share Schemes or pursuant to theexercise of the Warrants (which are not subject to the Scheme) will beautomatically transferred to, and purchased by, Spice (or its nominee(s)) for0.1309 of a New Spice Share and 125.5 pence in Cash Consideration. The New Spice Shares will be allotted and issued credited as fully paid and willrank pari passu in all respects with the Spice Shares in issue at the time theNew Spice Shares are allotted and issued pursuant to the Acquisition, includingthe right to receive and retain dividends and other distributions declared, madeor paid by reference to a record date falling after the Effective Date.Application will be made to the London Stock Exchange for the New Spice Sharesto be admitted to trading on AIM. APPENDIX 2 BASES AND SOURCES OF INFORMATION 1. Unless otherwise stated: • financial information relating to Spice has been extracted or derived (without any adjustment) from the audited financial results for the year ended 29 April 2007; and • financial information relating to Revenue Assurance has been extracted or derived (without any adjustment) from the audited financial results for the year ended 31 March 2007. 2. The value of Revenue Assurance based on the Acquisition is calculated: • by reference to a price of 615 pence per Spice Share (being the Closing Price of a Spice Share on 27 July 2007, the last business day prior to the date of this Announcement); and • on the basis of the fully diluted number of Revenue Assurance Shares in issue referred to in paragraph 4 below. 3. In accordance with Rule 2.10 of the City Code, Spice confirms that as at the close of business on 27 July 2007, the last business day prior to the date of this Announcement, Spice had in issue 53,466,645 Spice Shares (ISIN GB00B01YR877). 4. The fully diluted share capital of Revenue Assurance (being 49,966,510 Revenue Assurance Shares) is calculated on the basis of: • the number of issued Revenue Assurance Shares on 27 July 2007, the last business day prior to the date of this Announcement, being 42,722,745 Revenue Assurance Shares; and • the 4,890,824 Revenue Assurance Shares subject to options and awards outstanding under the Revenue Assurance Share Schemes and the Warrants on 27 July 2007, the last business day prior to the date of this Announcement, and which are either capable of exercise or will become capable of exercise prior to the Reorganisation Record Time; and • the 2,352,941 Revenue Assurance Shares to be issued on 30 September 2007 as deferred consideration in connection with the acquisition of UBM Limited. 5. The premium calculations to the price per Revenue Assurance Share in this Announcement have been calculated by reference to the Closing Price of 615 pence of a Spice Share, being the Closing Price on 27 July 2007, the last business day prior to the date of this Announcement. 6. The percentage that Revenue Assurance Directors will be interested in, in aggregate, of Spice's enlarged issued share capital is calculated on the following basis: • by reference to Spice's existing issued share capital of 53,466,645 Spice Shares; and • by reference to Revenue Assurance's fully diluted share capital as referred to in paragraph 4 above. APPENDIX 3 DEFINITIONS "Accounting Date" 31 March 2007"Acquisition" the proposed acquisition by Spice of the entire issued and to be issued share capital of Revenue Assurance pursuant to the Scheme"acting in concert" has the meaning set out in the Code"Admission" the admission of the New Spice Shares to trading on AIM becoming effective in accordance with the AIM Rules"agreements" arrangements, agreements, commitments, licences, permits, franchises, partnerships, joint ventures, authorisations or other instruments"AIM" the AIM Market of the London Stock Exchange"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange (as amended)"Announcement" this announcement"Articles" the articles of association of Revenue Assurance as at the date of the Scheme and "Article" shall mean any article of those Articles"Australia" the commonwealth of Australia, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof"authorisations" authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals"Bridgewell" Bridgewell Limited"business day" a day (excluding Saturdays, Sundays and public holidays) on which banks are generally open for business in the City of London"Canada" Canada, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof"Capital Reduction" the proposed reduction of the share capital of Revenue Assurance pursuant to the Scheme"Cash Consideration" the consideration in cash to which a Scheme Shareholder would be entitled under the Scheme, including cash entitlements under the Mix and Match Facility"Cenkos" Cenkos Securities plc"Code" or "City Code" The City Code on Takeovers and Mergers, issued by the Panel on Takeovers and Mergers"Court" the High Court of Justice in England and Wales"Closing Price" the closing middle market quotation of a Revenue Assurance Share (or a Spice Share (as the case may be)) as derived from the AIM Appendix of the Daily Official List, save that quotations for 27 July 2007 have been derived from the website of the London Stock Exchange"Companies Act" the Companies Act 1985 (as amended or re-enacted)"Competition Commission" the Competition Commission established under the Competition Act 1998"Conditions" the conditions to the Scheme and the Acquisition which are set out in Appendix 1 to this Announcement"Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 425 of the Companies Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment) and any adjournment of such meeting"Court Orders" the Scheme Court Order and/or the Reduction Court Order"Daily Official List" the daily official list of the London Stock Exchange"Disclosed" means: (i) as disclosed in Revenue Assurance's Report and accounts for the year ended 31 March 2007; (ii) as publicly announced by Revenue Assurance to a Regulatory Information Service; (iii) as may be disclosed in the Scheme Document; or (iv) as fairly disclosed in writing by or on behalf of Revenue Assurance to Spice or its advisers "Effective" in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become Effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code"Effective Date" the date on which the Scheme becomes effective in accordance with its terms"Enlarged Group" the Spice Group after completion of the Acquisition"Extraordinary the extraordinary general meeting of Revenue AssuranceGeneral Meeting" or "EGM" Shareholders as may be convened for the purpose of the Acquisition, notice of which will be set out in the Scheme Document, and any adjournment of such meeting"Form of Election" the form of election relating to the Mix and Match Facility"FSA" the Financial Services Authority"FSMA" the Financial Services and Markets Act 2000 (as amended)"holder" a registered holder of shares, including any person entitled by transmission"Implementation Agreement" the agreement dated 27 July 2007 between Spice and Revenue Assurance and relating, among other things, to the implementation of the Acquisition further details of which are set out in this Announcement"Independent Inconsistent Transaction either:" (a) an offer, scheme of arrangement, recapitalisation or other transaction which involves a change of control (as defined in the Code) of Revenue Assurance; or (b) any arrangement or transaction which involves or contemplates the transfer of any interest in the whole or a material part of the undertaking, assets and/or business of Revenue Assurance or the Revenue Assurance Group, which is in each case to be made or entered into by a third party which is not acting in concert with Spice"Intellectual Property" all patents, trademarks, trade names, service marks, copyrights, designs, databases and any applications therefore, schematics, technology, know how, computer software, programs or applications (in both source code and object code form), and tangible or intangible proprietary information or material"interest" has the meaning set out in the City Code"Japan" Japan, its possessions and territories and all areas subject to its jurisdiction or any political subdivision thereof"legal proceedings" actions,suits,proceedings,investigations, references or enquiries"Listing Rules" the listing rules issued by the FSA under Part VI of FSMA"London Stock Exchange" London Stock Exchange plc"members" members of Revenue Assurance on the register of members at any relevant date"Minute" the minute (approved by the Court) showing, as altered by the Reduction Court Order, the information required by section 138 of the Companies Act with respect to Revenue Assurance's share capital"Mix and Match Facility" the facility under which a Scheme Shareholder (other than certain Overseas Shareholders) may, subject to offsetting elections by other Scheme Shareholders, elect to receive more New Spice Shares or Cash Consideration in respect of his Scheme Shares than he would receive absent such an election"New Spice Shares" the new ordinary shares of 10 pence each in the capital of Spice Shares to be allotted and issued credited as fully paid to Scheme Shareholders pursuant to the Scheme"Offer Period" the period commencing on 12 July 2007 and ending on the Effective Date"Official List" the official list of the UK Listing Authority"Ordinary Shares" ordinary shares of twenty five pence each in the issued share capital of Revenue Assurance"Overseas Shareholders" Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom"Panel" the Panel on Takeovers and Mergers"pounds", "£", "pence" or "Sterling" the lawful currency of the United Kingdom"Reduction Court Hearing" the hearing by the Court of the petition to confirm the Capital Reduction under section 137 of the Companies Act"Reduction Court Order" the order of the Court confirming the Capital Reduction"Registrar of Companies" the Registrar of Companies in England and Wales, within the meaning of the Companies Act"Regulatory Information Service" any of the services set out in Appendix 3 to the Listing Rules"relevant asset" land, property or other asset now or previously owned, occupied or made use of by any past or present member of the Revenue Assurance Group"relevant persons" governments, governmental, quasi governmental, supranational, statutory, investigative, regulatory or administrative bodies or trade agencies, associations, institutions or courts, or professional or environmental bodies, or any other persons or bodies whatsoever in any jurisdiction"Reorganisation Record Time" 6.00 p.m. on the date on which the office copy of the Scheme Court Order is delivered to the Registrar of Companies for registration"Revenue Assurance" Revenue Assurance Services Plc (registered number 2950904), whose registered office is at 7th Floor, One Crown Square, Church Street East, Woking, Surrey GU21 6HR"Revenue Assurance Board" or "Revenue the board of directors of Revenue AssuranceAssurance Directors""Revenue Assurance Group" Revenue Assurance, its subsidiaries and subsidiary undertakings"Revenue Assurance Shareholders" holders of Revenue Assurance Shares"Revenue Assurance Shares" (i) up to the Reorganisation Record Time, the Ordinary Shares; and (ii) after the Reorganisation Record Time, the Ordinary Shares, the A Revenue Assurance Shares and the B Revenue Assurance Shares"Revenue Assurance Share Schemes" The Revenue Assurance 1999 Approved Executive Share Option Scheme, the Revenue Assurance 1999 Unapproved Executive Share Option Scheme, the Revenue Assurance Long Term Incentive Plan and the Revenue Assurance Savings Related Share Option Scheme"Scheme" the scheme of arrangement under section 425 of the Companies Act between Revenue Assurance and the Scheme Shareholders to implement the Acquisition, with or subject to any modification thereof or addition thereto or condition approved or imposed by the Court and agreed by Revenue Assurance and Spice"Scheme Court Hearing" the hearing by the Court of the petition to sanction the Scheme"Scheme Court Order" the order of the Court sanctioning the Scheme under section 425 of the Companies Act"Scheme Document" the document to be sent by Revenue Assurance to the Revenue Assurance Shareholders, of which the Scheme will form part"Scheme Shareholders" holders of a Scheme Share, and a "Scheme Shareholder" shall mean any one of these Scheme Shareholders"Scheme Shares" Revenue Assurance Shares: (i) in issue at the date of the Scheme Document; (ii) issued after the date of the Scheme Document, but before the Voting Record Time; and (iii) issued at or after the Voting Record Time but before the Reorganisation Record Time on terms that the original or any subsequent holders are, or shall have agreed in writing to be, bound by the Scheme"securities" shares and securities convertible into, or rights to subscribe for, shares, options (including traded options) in respect thereof and derivatives referenced thereto"Securities Act" the United States Securities Act 1933, as amended and the rules and regulations promulgated under such Act"Special Resolution" the special resolution to be proposed at the Extraordinary General Meeting"Spice" Spice PLC (registered number 3250709), whose registered office is at Wellfield House, Victoria Road, Morley, Leeds LS27 7PA"Spice Board" or "Spice Directors" the board of directors of Spice"Spice Group" Spice, its subsidiaries and subsidiary undertakings"Spice Shareholders" the holders of Spice Shares"Spice Shares" ordinary shares of 10 pence each in the issued share capital of Spice"substantial interest" a direct or indirect interest in 20 per cent. or more of the equity capital of an undertaking"Takeover Offer" an offer made or to be made by or on behalf of Spice for the entire issued and to be issued share capital of Revenue Assurance and, where the context so requires, any subsequent revision, extension or variation thereof"third party" any person, firm, company or body"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland"UK Listing Authority" or "UKLA" the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000"US" or "United States" 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"Voting Record Time" 6.00 p.m. on the day which is two days before the date of the Court Meeting or, if such Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting"Warrants" the warrants to subscribe for Revenue Assurance Shares granted to Simon Beart pursuant to three separate agreements made between Revenue Assurance and Simon Beart dated 10 July 1998 and 24 February 2004"Wider Revenue Assurance Group" Revenue Assurance and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Revenue Assurance and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest "Wider Spice Group" Spice and its subsidiaries, subsidiary undertakings, associated undertakings and any other undertakings in which Spice and/or such subsidiaries or undertakings (aggregating their interests) have a substantial interest This information is provided by RNS The company news service from the London Stock Exchange

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