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Recommended cash offer for Computerland UK plc

11th Mar 2008 09:00

This announcement is not for release, publication or distribution in whole orin part, directly or indirectly, in, into or from the United States, Canada,Japan or any other Prohibited Jurisdiction if to do so would constitute aviolation of the relevant laws of such other Prohibited Jurisdiction.

11 March 2008

Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK plc ("ComputerLand")

Summary

- Capita has reached agreement with the ComputerLand Board on the terms of a

recommended cash offer to acquire the issued and to be issued share capital of

ComputerLand at a price of 270 pence per ComputerLand Share, valuing the fully

diluted ordinary share capital of ComputerLand at approximately ‚£28.9 million.

- Capita has received irrevocable undertakings to accept or procure the

acceptance of the Offer in respect of 4,488,773 ComputerLand Shares

representing 43.9 per cent. of the issued share capital of ComputerLand.

- ComputerLand provides services designed to improve business

productivity, increase the quality of IT and reduce IT costs to corporate

clients. The acquisition of ComputerLand will add substantially to the breadth

and depth of Capita's existing capability, particularly the bringing together

of both companies' managed IT services. In addition, the increased scale will

enable Capita to offer enhanced propositions to existing and new clients.

- ComputerLand's managed IT services business has a growing,

high-quality customer base and a significant proportion of ComputerLand's

product sales are derived from managed services customers which include O2,

British Sugar, Experian and Heinz. In the year ended 30 April 2007,

ComputerLand generated total revenues of ‚£67 million including contracted

revenues of ‚£18.6 million.

Commenting on the Offer, Paul Pindar, Chief Executive of Capita, said:

"ComputerLand's existing customer base and range of servicescomplements our existing IT services business and the acquisition will give usgreater breadth and depth of expertise with which to assist existing clientsand provide genuine `value added' services to new ones. We see particularlyexciting growth prospects for the managed services side of the business, whereCapita's established strength in the UK outsourcing market will add furthercredibility and scale to ComputerLand, allowing it to consider a wider rangeof potential customers and projects. We have been a client of ComputerLandsince 2001 and look forward to its inclusion within the Capita Group."

Commenting on the Offer, Graham Gilbert, Chairman and Chief Executive of ComputerLand, said:

"The ComputerLand Board believes that the offer from Capita of 270 pence incash per ComputerLand share provides both an attractive premium and certaintyof value today for ComputerLand shareholders. We believe that the Capita Grouphas the financial resources and expertise to invest actively in the futuredevelopment of the ComputerLand business, thus enhancing ComputerLand'sposition and that ComputerLand will benefit significantly from being part ofthe Capita Group."

- The price of 270 pence for each ComputerLand Share represents a premium of

approximately:

- 31 per cent. to the Closing Price of 206.0 pence per ComputerLand Share on

10 March 2008, being the last Business Day prior to this announcement;

- 40 per cent. to the average Closing Price of approximately 193.2 pence per

ComputerLand Share for one month prior to 10 March 2008, being the last

Business Day prior to this announcement;

- 40 per cent. to the average Closing Price of approximately 192.7 pence per

ComputerLand Share for three months prior to 10 March 2008, being the last

Business Day prior to this announcement; and

- 27 per cent. to the average Closing Price of approximately 212.1 pence per

ComputerLand Share for the 12 months prior to 10 March 2008, being the last

Business Day prior to this announcement.

- The ComputerLand Board, which has been so advised by Charles Stanley & Co.

Limited ("Charles Stanley"), unanimously considers the terms of the Offer to

be fair and reasonable to ComputerLand Shareholders as a whole. In providing

advice to the ComputerLand Board, Charles Stanley has taken into account the

commercial assessments of the ComputerLand Directors. Accordingly, the

ComputerLand Directors unanimously recommend that ComputerLand Shareholders

accept the Offer, as all the ComputerLand Directors have irrevocably

undertaken to do or procure, in respect of their own and their spouses' and

related trusts' beneficial holdings of ComputerLand Shares (unless Capita

otherwise acquires such ComputerLand Shares), which amount in aggregate to

3,810,000 ComputerLand Shares, representing, approximately 37.3 per cent. of

the existing issued share capital of ComputerLand.

Further information on the terms and conditions to which the Offer will be subject are contained in Appendix 1 to this announcement and will be contained in the Offer Document, which Capita expects to post to ComputerLand Shareholders no later than 5:00 p.m. today.

Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised andregulated in the United Kingdom by the Financial Services Authority, is actingexclusively as sole financial adviser to Capita and no one else in connectionwith the Offer and will not be responsible to anyone other than Capita forproviding the protections afforded to clients of Landsbanki nor for providingadvice in relation to the Offer or any other matters referred to in thisannouncement.Charles Stanley, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively as sole financialadviser to ComputerLand and no one else in connection with the Offer and willnot be responsible to anyone other than ComputerLand for providing theprotections afforded to clients of Charles Stanley nor for providing advice inrelation to the Offer or any other matters referred to in this announcement.This summary should be read in conjunction with the full text of the attachedannouncement. Appendix 1 to this announcement contains the conditions of andcertain further information about the Offer. Appendix 2 to this announcementcontains source notes relating to certain information presented in thisannouncement. Certain terms used in this announcement are defined in Appendix3 to this announcement.Terms used in this summary shall have the meaning given to them in the fullannouncement.For further information:Capita Tel: +44 (0)20 7799 1525Paul Pindar, Chief ExecutiveShona Nichols, Corporate Communications DirectorCaroline Mooney, Capita Press Office Tel: +44 (0)20 7654 2152 or +44 (0)870 2400 488 out of hours

Landsbanki (financial adviser to Capita) Tel: +44 (0)20 7426

9000

Rashmi Sinha, DirectorEmma Lowe, Associate Director ComputerLand Tel: +44 (0)115 931

8000

Graham Gilbert, Chairman & Chief ExecutiveMike Kent, Finance Director Charles Stanley (financial adviser to Tel: +44 (0)20 7149

6000

ComputerLand)

Mark Taylor, Managing DirectorRichard Thompson, Head of Corporate Finance

It is intended that the Offer Document and the Form of Acceptance will be posted to ComputerLand Shareholders (other than those in any Prohibited Jurisdiction) no later than 5:00 p.m. today. The Offer Document and the Form of Acceptance will in any event be posted within twenty eight days of this announcement, unless otherwise agreed with the Panel.

This announcement does not constitute, or form any part of, any offer or aninvitation to purchase or sell or, any solicitation of any offer to purchase,sell or subscribe for any securities. Any acceptance or other response to theOffer should be made only on the basis of the information contained orreferred to in the Offer Document and the Form of Acceptance. The laws ofrelevant jurisdictions may affect the availability of the Offer to persons notresident in the United Kingdom. The Offer Document will be available forpublic inspection and will also be posted on Capita's website.The ComputerLand Directors accept responsibility for the information containedin this announcement relating to ComputerLand, the ComputerLand Group, theComputerLand Directors and the members of their immediate families, relatedtrusts and persons connected with them (save, in each case, for information onCapita's future plans for ComputerLand, the ComputerLand Group and itsmanagement and employees). The Capita Directors accept responsibility for allother information contained in this announcement. To the best of the knowledgeand belief of the ComputerLand Directors and the Capita Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they each accept responsibility is inaccordance with the facts and does not omit anything likely to affect theimport of such information.This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK.The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Japan or any Prohibited Jurisdiction. Personswho are not resident in the United Kingdom should inform themselves about, andobserve, any applicable legal or regulatory requirements.Unless otherwise determined by Capita and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or from, or by the use of the mails of, or by any othermeans (including, without limitation, electronic mail, facsimile transmission,telex, telephone, internet or other forms of electronic communication) ofinterstate or foreign commerce of, or any facility of a national securitiesexchange of any jurisdiction where to do so would violate the laws of thatjurisdiction and will not be capable of acceptance in, or by any such use,means or facility or from within, any such jurisdiction. Accordingly, unlessotherwise determined by Capita, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from any such jurisdiction andpersons receiving this announcement (including, without limitation,custodians, nominees and trustees) must not mail or otherwise distribute orsend it in, into or from such jurisdiction, as doing so may invalidate anypurported acceptance of the Offer. Any person (including, without limitation,any custodian, nominee and trustee) who would, or otherwise intends to, or whomay have a contractual or legal obligation to, forward this announcementand/or any other related document to any jurisdiction outside the UnitedKingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction.

Further details in relation to Overseas ComputerLand Shareholders will be contained in the Offer Document.

In accordance with normal UK market practice, Capita or any person acting onits behalf may from time to time make certain market or private purchases of,or make arrangements to purchase, directly or indirectly, ComputerLand Sharesother than pursuant to the Offer. Any information about such purchases will bepublicly announced as required by law or regulation in the UK.

Forward-looking statements

This announcement includes certain statements about ComputerLand or Capita(and their respective groups and/or subsidiary undertakings) that are or maybe forward-looking statements. All statements other than statements ofhistorical facts included in this announcement may be forward-lookingstatements. These statements are based on the current expectations of themanagement of ComputerLand or Capita (as the case may be) and are naturallysubject to uncertainty and changes in circumstances. The forward-lookingstatements contained herein may include statements about the expected effectson ComputerLand or Capita, following the Offer becoming or being declaredunconditional in all respects, the expected timing and scope of the Offer,anticipated earnings enhancements, estimated cost savings and other synergies,costs to be incurred in achieving synergies, other strategic options and allother statements in this document other than historical facts. Forward-lookingstatements include, without limitation, statements typically containing wordssuch as "intend", "expect", "anticipate", "target", "estimate", "goal","believe", "will", "may", "should", "would", "could", "plan" or words ofsimilar meaning or import. By their nature, forward-looking statements involverisk and uncertainty because they relate to events and depend on circumstancesthat will or may occur in the future. There are a number of factors that couldcause actual results and developments to differ materially from thoseexpressed in, or implied by, such forward-looking statements. These factorsinclude, but are not limited to, the satisfaction of the conditions to theOffer, and the Capita Group's ability to successfully integrate the operationsand employees of ComputerLand, as well as additional factors, such as changesin economic conditions, changes in the level of capital investment, success ofbusiness and operating initiatives and restructuring objectives, customers'strategies and stability, changes in the regulatory environment, fluctuationsin interest and exchange rates, the outcome of litigation, government actionsand natural phenomena such as floods, earthquakes and hurricanes. Otherunknown or unpredictable factors could cause actual results to differmaterially from those in the forward-looking statements. Investors should notplace undue reliance on such forward-looking statements and neitherComputerLand nor Capita undertakes any obligation to update publicly or reviseforward-looking statements, whether as a result of new information, futureevents or otherwise, except to the extent legally required.

Dealings disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of ComputerLand, all "dealings" in any"relevant securities" of ComputerLand (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities")must be publicly disclosed by no later than 3.30 p.m. (London time) on theBusiness Day following the date of the relevant transaction. This requirementwill continue until the date on which the Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of ComputerLand, they will bedeemed to be a single person for the purpose of Rule 8.3.Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of ComputerLand by Capita or ComputerLand, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction.A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securitiesin issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk."Interests in securities" arise, in summary, when a person has long 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 optionin respect of, or derivative referenced to, securities.Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should contact the Panel.If you are in any doubt as to what action you should take, or the contents ofthis announcement, you should immediately seek your own personal financialadvice from your stockbroker, bank manager, solicitor, accountant, fundmanager or other independent financial adviser who, if you are taking advicein the United Kingdom, is authorised under the Financial Services and MarketsAct 2000 and specialises in advising on the acquisition of shares and othersecurities, or, if you are taking advice outside the United Kingdom, is anappropriately authorised independent financial adviser with such a specialism.This announcement is not for release, publication or distribution in whole orin part, directly or indirectly, in, into or from the United States, Canada,Japan or any other Prohibited Jurisdiction if to do so would constitute aviolation of the relevant laws of such other Prohibited Jurisdiction.

11 March 2008

Recommended cash offer by The Capita Group Plc ("Capita") for ComputerLand UK plc ("ComputerLand")

1. Introduction

The boards of Capita and ComputerLand are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Capita for the entire issued and to be issued share capital of ComputerLand.

2. The Offer

The Offer will be for the entire issued and to be issued share capital ofComputerLand and will be subject to the conditions and further terms containedin Appendix 1 to this announcement and to the conditions and further terms tobe set out in the Offer Document and, in respect of ComputerLand Shares incertificated form, in the Form of Acceptance. The Offer will be made on thefollowing basis: For each ComputerLand Share 270 pence in cash

The terms of the Offer value the current issued and to be issued share capital of ComputerLand at approximately ‚£28.9 million which represents a premium of approximately:

(i) 31 per cent. to the Closing Price of 206.0 pence per

ComputerLand Share on 10 March 2008, being the last Business Day prior to this

announcement;

(ii) 40 per cent. to the average Closing Price of approximately

193.2 pence per ComputerLand Share for one month prior to 10 March 2008, being

the last Business Day prior to this announcement;

(iii) 40 per cent. to the average Closing Price of approximately

192.7 pence per ComputerLand Share for three months prior to 10 March 2008,

being the last Business Day prior to this announcement; and

(iv) 27 per cent. to the average Closing Price of approximately

212.1 pence per ComputerLand Share for the 12 months prior to 10 March 2008,

being the last Business Day prior to this announcement.

The ComputerLand Shares will be acquired pursuant to the Offer by Capita fullypaid and free from liens, equities, mortgages, charges, encumbrances, rightsof pre-emption and other third party rights or interests of any naturewhatsoever and together with all rights now or hereafter attaching thereto,including all voting rights and the right to receive and retain all dividendsand other distributions announced, declared, made or paid on or after the dateof this announcement together with all interest accrued thereon.

3. Background to and reasons for recommending the Offer

ComputerLand focuses on providing organisations with essential IT servicesdesigned to improve business productivity, to increase the quality of ITservices and to reduce IT costs. ComputerLand's products and services enablecustomers to improve the acquisition, implementation, management and supportof their IT infrastructure. ComputerLand employs over 400 full time employeesand has a strong customer base, including O2, British Sugar, Experian andHeinz.ComputerLand joined AIM on 19 September 1997 with a market capitalisation of‚£6 million, at an issue price of 100 pence per ComputerLand Share. TheComputerLand Group's turnover has grown steadily over the last eleven yearsfrom ‚£8.4 million in the year ended 30 April 1996 to ‚£67.0 million in the yearended 30 April 2007. Profit before tax (stated before share-based payments andgoodwill amortisation) has risen from ‚£0.15 million to ‚£2.8 million in thesame period.The year to 30 April 2007 saw ComputerLand's best ever results with sales,profit before tax and earnings per share (both stated before share basedpayments and goodwill amortisation) all reaching record levels. The interimresults for the period to 31 October 2007 showed that managed services,project services and product supply businesses all performed strongly duringthe first six months of the financial year to 31 October 2007. Revenues of theComputerLand Group during the six-month period ended 31 October 2007 increasedby 10 per cent. to ‚£33.9 million with services revenues growing by 13 percent. to ‚£11.4 million.The ComputerLand Board believes that the Offer from Capita of 270 pence incash per ComputerLand Share provides both an attractive premium and certaintyof value today for ComputerLand Shareholders, particularly given the currentuncertainty in general economic conditions.Furthermore, the ComputerLand Board also believes that ComputerLand willbenefit significantly from being part of the Enlarged Capita Group. The CapitaGroup has the financial resources and expertise to invest actively in thefuture development of the ComputerLand business, thus enhancing ComputerLand'scompetitive position.

ComputerLand provides managed IT services and IT product reseller services, which Capita believes will fit well alongside Capita's IT services businesses. Capita has had a trading relationship with ComputerLand since 2001. In the year to 31 December 2007, Capita's turnover with ComputerLand was approximately ‚£11 million.

Capita has received irrevocable undertakings to accept the Offer fromComputerLand Shareholders holding 43.9 per cent. of the existing issued sharecapital of ComputerLand including Graham Gilbert who has a beneficial interestof 37.2 per cent. of the existing issued share capital of ComputerLand. In theevent of the Offer becoming unconditional in all respects and the ComputerLandShares being de-listed, ComputerLand Shareholders who do not accept the Offermay find that they own shares in an unlisted company controlled by Capita.

As a result, the ComputerLand Board, who has been so advised by Charles Stanley, unanimously recommends that ComputerLand Shareholders accept the Offer.

4. Unanimous recommendation

The ComputerLand Board, which has been so advised by Charles Stanley, unanimously considers the terms of the Offer to be fair and reasonable to ComputerLand Shareholders as a whole. In providing advice to the ComputerLand Board, Charles Stanley has taken into account the commercial assessments of the ComputerLand Directors.

Accordingly, the ComputerLand Directors unanimously recommend ComputerLandShareholders to accept the Offer, as all the ComputerLand Directors haveirrevocably undertaken to do or procure, in respect of their own and theirspouses' and related trusts' beneficial holdings of ComputerLand Shares(unless Capita otherwise acquires such ComputerLand Shares), which amount inaggregate to 3,810,000 ComputerLand Shares, representing, approximately 37.3per cent. of the existing issued share capital of ComputerLand.

5. Background to and reasons for the Offer

ComputerLand provides managed IT services and IT product reseller services, which Capita believes will fit well alongside Capita's existing IT services business. Capita has had a trading relationship with ComputerLand since 2001. In the year to 31 December 2007, Capita's turnover with ComputerLand was approximately ‚£11 million.

It is anticipated that ComputerLand will operate as a separate business unit, drawing upon and sharing Capita's support and sales opportunities. The Capita Board believes that the acquisition of ComputerLand has the following attractions:

(a) ComputerLand's managed IT services business has a growing,

high-quality customer base and a significant proportion of ComputerLand's

product sales are derived from managed services customers which include O2,

British Sugar, Experian and Heinz. In the year ended 30 April 2007,

ComputerLand generated total revenues of ‚£67 million including contracted

revenues of ‚£18.6 million.

(b) Capita's established leading position in the UK Business

Process Outsourcing market will add further credibility and scale to

ComputerLand's managed services business, allowing the business to bid for a

greater range of substantial opportunities than is currently possible; and

Group, by directing all of its IT product expenditure through ComputerLand. In

this regard, Capita spent approximately ‚£11 million on IT product with

alternative suppliers in the year to 31 December 2007.

6. Irrevocable undertakings to accept the Offer

As at the date of this document, Capita has received irrevocableundertakings to accept the Offer in respect of a total of 4,488,773ComputerLand Shares, representing 43.9 per cent of the existing issued sharecapital of ComputerLand (including in respect of 37.3 per cent. of theexisting issued share capital of ComputerLand in which the ComputerLandDirectors have a beneficial interest). The irrevocable undertakings receivedby Capita are as follows:

(a) provided that this announcement is made and the Offer Document

is posted to ComputerLand Shareholders on or before 11:59 p.m. on the date of

this announcement, ComputerLand Directors have given irrevocable undertakings

to accept the Offer (unless Capita has already acquired the ComputerLand

Shares the subject of the irrevocable undertakings) in respect of 3,810,000

ComputerLand Shares in which they are interested, representing approximately

37.3 per cent. of the existing issued share capital of ComputerLand. These

irrevocable undertakings will remain binding in the event of a Competing Offer

for ComputerLand. The number of ComputerLand Shares to which each undertaking

relates is stated below, together with the proportion of the existing issued

share capital of ComputerLand which those ComputerLand Shares represent:

ComputerLand Directors Number of ComputerLand Percentage of existing Shares issued share capital Graham Gilbert* 3,800,000 37.2 Julie Baddeley 10,000 0.1

*1,000,000 of the ComputerLand Shares of which Graham Gilbert is

interested are held in the name of his spouse, Deborah Gilbert

(b) Turcan Connell Solicitors have irrevocably undertaken to

accept the Offer in respect of 335,823 ComputerLand Shares over which it has

discretionary control, representing approximately 3.3 per cent. of the

existing issued share capital of ComputerLand. This undertaking will cease to

be binding if a competing offer is made for ComputerLand which represents a

value of not less than 115 per cent. of the value per ComputerLand Share under

the Offer; and

the Offer in respect of 342,950 ComputerLand Shares over which it has

discretionary control, representing approximately 3.4 per cent. of the

existing issued share capital of ComputerLand. This undertaking will cease to

be binding if a competing offer is made for ComputerLand which represents a

value of not less than 115 per cent. of the value per ComputerLand Share under

the Offer.

7. Information on the ComputerLand Group

ComputerLand is a provider of IT services and IT product reseller services to medium and large sized UK companies.

ComputerLand employs over 400 full time employees and has a strongcustomer base, including O2, British Sugar, Experian and Heinz. ComputerLandis a public limited company registered in England and Wales and is listed onAIM under the symbol CPU (ISIN Number GB0001500353).For the six months ended 31 October 2007, ComputerLand reported,for its continuing businesses, revenues of ‚£33.9 million. For the year ended30 April 2007, ComputerLand reported revenues of ‚£67.0 million (2006: ‚£59.3million) and profit before tax (stated before share-based payments andgoodwill amortisation) of ‚£2.8 million (2006: ‚£2.2 million). ComputerLand'snet assets and cash at bank as shown in its interim statement to 31 October2007 were ‚£4.7 million and ‚£8.7 million respectively.

8. Information on and current trading and prospects for, the Capita Group

Capita is a leading provider of integrated professional supportservice solutions. The Capita Group's service capabilities encompass customerservices, insurance services, human resource services, software services,systems and strategic support and property services delivered to both publicsector and private organisations. Capita, a FTSE 100 company, is quoted on theLondon Stock Exchange, with a current market capitalisation as at 10 March2008 (the latest practicable date prior to this announcement) of approximately‚£4,168 million. For the year to 31 December 2007, Capita reported revenues of‚£2,073 million (2006: ‚£1,739 million), and profit before tax (stated beforegoodwill amortisation) of ‚£238 million (2006: ‚£200 million). Capita's netassets at 31 December 2007 were ‚£332 million.

Capita performed strongly in 2007 with a number of new major contracts won in the year, and has a strong pipeline for 2008 and beyond. The Capita Board believes there is strong demand for outsourcing and the businesses across the Capita Group are experiencing good trading conditions.

Capita's successes in 2007 and progress in the first weeks of 2008 underpin its continued growth in 2008. With healthy sales prospects, Capita is positioned well for further strong performance thereafter.

9. Financing of the Offer

Full acceptance by all the ComputerLand Shareholders of the Offer would require a cash payment by Capita of approximately ‚£28.9 million. The cash consideration payable under the Offer will be funded from an existing facility and the existing cash resources of Capita.

Landsbanki is satisfied that the necessary cash resources are available to Capita through its existing bank facilities to enable Capita to satisfy the consideration payable as a result of full acceptance of the Offer.

10. ComputerLand management, employees and locations

Capita has given assurances to the ComputerLand Board that, upon the Offer becoming or being declared unconditional in all respects, the existing contractual employment rights of all employees of the ComputerLand Group, including pension obligations, will be safeguarded.

Capita has also confirmed that ComputerLand's head office will continue to be located in Nottingham.

Immediately following the Offer being declared unconditional in all respects, Capita intends to appoint new directors to the ComputerLand Board and the existing non-executive ComputerLand Directors, namely Giles Vardey and Julie Baddeley, will resign from the ComputerLand Board from that time.

11. Inducement Fee

On 10 March 2008, ComputerLand entered into an agreement with Capita (with theconsent of the Panel) pursuant to which, provided that Capita had made thisannouncement, posted the Offer Document to the ComputerLand Shareholders andacquired not less than 30 per cent. of the ComputerLand Shares on or before11:59 p.m. on the date of this announcement, ComputerLand has agreed, interalia, to pay Capita a fee equal to 1 per cent. of the value of the Offer(inclusive of non-recoverable value added tax) if, following thisannouncement:

(a) (i) any director of ComputerLand:

(A) withdraws or qualifies that recommendation; or

(B) modifies it in a manner which is adverse to Capita or which

reduces the likelihood of the Offer becoming wholly unconditional; and

(ii) subsequently the Offer lapses or is withdrawn in accordance

with its terms in relation to the non-fulfilment of the condition requiring a

minimum of 90 per cent. acceptances of the Offer, whether or not the Offer

also lapses or is withdrawn in relation to the non-fulfilment of any other

condition; or

(b) during the period before the Offer becomes or is declared

wholly unconditional or lapses or is withdrawn, either:

(i) a public announcement is made in respect of an actual or

contemplated Competing Offer and the Offer subsequently lapses or is withdrawn

in accordance with its terms in relation to the non-fulfilment of the

condition requiring a minimum of 90 per cent. acceptances of the Offer,

whether or not the Offer also lapses or is withdrawn in relation to the

non-fulfilment of any other condition; or

(ii) any other Substantial Transaction is publicly announced and

the Offer subsequently lapses or is withdrawn in accordance with its terms in

relation to the non-fulfilment of the condition requiring a minimum of 90 per

cent. acceptances of the Offer, whether or not the Offer also lapses or is

withdrawn in relation to the non-fulfilment of any other condition.

12. ComputerLand Share Schemes

The Offer extends to any ComputerLand Shares which are unconditionallyallotted or issued fully paid (or credited as fully paid) before the date onwhich the Offer ceases to be open for acceptance (or such earlier date asCapita, subject to the City Code, may decide) as a result of the exercise ofoptions or the vesting of awards granted under the ComputerLand Share Schemes.If the Offer becomes or is declared unconditional in all respects, appropriateproposals will be made by Capita to participants holding outstanding optionsor awards pursuant to the ComputerLand Share Schemes in due course.

13. Disclosure of interests in ComputerLand relevant securities

As at the date of this announcement, neither Capita, nor any of the CapitaDirectors, nor, so far as Capita or the Capita Directors are aware, any personacting in concert with Capita for the purposes of the Offer, owns or controlsany ComputerLand Shares or any securities convertible or exchangeable intoComputerLand Shares or any rights to subscribe for or purchase the same, orholds any options (including traded options) in respect of, or has any optionto acquire, any ComputerLand Shares or has entered into any derivativesreferenced to ComputerLand Shares ("Relevant ComputerLand Securities") whichremain outstanding or has a short position (including a short position under aderivative, an agreement to sell or a delivery obligation or right to requireanother person to take delivery), nor does any such person have anyarrangement in relation to Relevant ComputerLand Securities. For thesepurposes, "arrangement" includes any indemnity or option arrangement, anyagreement or understanding, formal or informal, of whatever nature, relatingto Relevant ComputerLand Securities which may be an inducement to deal orrefrain from dealing in such shares and any borrowing or lending of RelevantComputerLand Securities that have been on-lent or sold.

14. Compulsory acquisition, de-listing, cancellation of trading and re-registration

Following the Offer becoming or being declared unconditional in all respects,Capita intends as soon as practicable and in accordance with the AIM Rules toprocure the making of an application by ComputerLand to the London StockExchange for the cancellation of admission to trading of ComputerLand Shareson AIM and also intends that ComputerLand be re-registered as a privatecompany under the relevant provisions of the Companies Act. If thiscancellation occurs, it will significantly reduce the liquidity andmarketability of any ComputerLand Shares not assented to the Offer, and theirvalue may be affected in consequence. It is anticipated that the cancellationof admission to trading on AIM will take effect no earlier than 20 BusinessDays after the date on which the Offer becomes or is declared unconditional inall respects. Capita intends to exercise its rights pursuant to the provisionsof sections 979 to 982 inclusive of the Companies Act to acquire compulsorily,on the same terms as the Offer, any outstanding ComputerLand Shares in respectof which the Offer has not been accepted.

15. Further details of the Offer

There are no agreements or arrangements to which Capita is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition of the Offer.

16. Overseas ComputerLand Shareholders

The availability of the Offer to ComputerLand Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

Full details in relation to Overseas ComputerLand Shareholders will be contained in the Offer Document.

17. ComputerLand issued share capital

In accordance with Rule 2.10 of the City Code, ComputerLand confirms that it has 10,215,484 ComputerLand Shares in issue. The AIM symbol of ComputerLand is CPU and its ISIN code is GB0001500353.

The Offer will be subject to the conditions and further terms set out in Appendix 1 to this announcement.

The bases and sources of certain financial information contained in this announcement are set out in Appendix 2 to this announcement.

Certain terms used in this announcement are defined in Appendix 3 to this announcement.

This announcement does not constitute, or form any part of, any offer or aninvitation to purchase or sell or, any solicitation of any offer to purchase,sell or subscribe for any securities. Any acceptance or other response to theOffer should be made only on the basis of the information contained orreferred to in the Offer Document and the Form of Acceptance. The laws ofrelevant jurisdictions may affect the availability of the Offer to persons notresident in the United Kingdom. The Offer Document will be available forpublic inspection and will also be posted on Capita's website.The ComputerLand Directors accept responsibility for the information containedin this announcement relating to ComputerLand, the ComputerLand Group, theComputerLand Directors and the members of their immediate families, relatedtrusts and persons connected with them (save in each case for information onCapita's future plans for ComputerLand, the ComputerLand Group and itsmanagement and employees). The Capita Directors accept responsibility for allother information contained in this announcement. To the best of the knowledgeand belief of the ComputerLand Directors and the Capita Directors (who havetaken all reasonable care to ensure that such is the case), the informationcontained in this announcement for which they each accept responsibility is inaccordance with the facts and does not omit anything likely to affect theimport of such information.Landsbanki, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively as sole financial adviserfor Capita and no one else in connection with the Offer and will not beresponsible to anyone other than Capita for providing the protections affordedto clients of Landsbanki nor for providing advice in relation to the Offer orany other matters referred to in this announcement.Charles Stanley, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively as sole financialadviser for ComputerLand and no one else in connection with the Offer and willnot be responsible to anyone other than ComputerLand for providing theprotections afforded to clients of Charles Stanley nor for providing advice inrelation to the Offer or any other matters referred to in this announcement.This announcement has been prepared for the purpose of complying with Englishlaw and the City Code and the information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with the laws of jurisdictions outside the UK.The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of the relevant jurisdiction in which theyare located. In particular, the Offer will not be made directly or indirectlyinto the United States, Canada, Japan or any Prohibited Jurisdiction. Personswho are not resident in the United Kingdom should inform themselves about, andobserve, any applicable legal or regulatory requirements.Unless otherwise determined by Capita and permitted by applicable law andregulation, the Offer is not being, and will not be, made, directly orindirectly, in or into or from, or by the use of the mails of, or by any othermeans (including, without limitation, electronic mail, facsimile transmission,telex, telephone, internet or other forms of electronic communication) ofinterstate or foreign commerce of, or any facility of a national securitiesexchange of any jurisdiction where to do so would violate the laws of thatjurisdiction and will not be capable of acceptance in, or by any such use,means or facility or from within, any such jurisdiction. Accordingly, unlessotherwise determined by Capita, copies of this announcement are not being, andmust not be, directly or indirectly, mailed, transmitted or otherwiseforwarded, distributed or sent in, into or from any such jurisdiction andpersons receiving this announcement (including, without limitation,custodians, nominees and trustees) must not mail or otherwise distribute orsend it in, into or from such jurisdiction, as doing so may invalidate anypurported acceptance of the Offer. Any person (including, without limitation,any custodian, nominee and trustee) who would, or otherwise intends to, or whomay have a contractual or legal obligation to, forward this announcementand/or any other related document to any jurisdiction outside the UnitedKingdom should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction.

Further details in relation to Overseas ComputerLand Shareholders will be contained in the Offer Document.

Forward-looking statements

Dealings disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, orbecomes, "interested" (directly or indirectly) in 1 per cent. or more of anyclass of "relevant securities" of ComputerLand, all "dealings" in any"relevant securities" of ComputerLand (including by means of an option inrespect of, or a derivative referenced to, any such "relevant securities")must be publicly disclosed by no later than 3.30 p.m. (London time) on theBusiness Day following the date of the relevant transaction. This requirementwill continue until the date on which the Offer becomes, or is declared,unconditional as to acceptances, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of ComputerLand, they will bedeemed to be a single person for the purpose of Rule 8.3.Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" of ComputerLand by Capita or ComputerLand, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the Business Day following the date of the relevant transaction.A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securitiesin issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk."Interests in securities" arise, in summary, when a person has long 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 optionin respect of, or derivative referenced to, securities.Terms in quotation marks are defined in the City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should contact the Panel.If you are in any doubt as to what action you should take, or thecontents of this announcement, you should immediately seek your own personalfinancial advice from your stockbroker, bank manager, solicitor, accountant,fund manager or other independent financial adviser who, if you are takingadvice in the United Kingdom, is authorised under the Financial Services andMarkets Act 2000 and specialises in advising on the acquisition of shares andother securities, or, if you are taking advice outside the United Kingdom, isan appropriately authorised independent financial adviser with such aspecialism. APPENDIX 1 CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER PART A - CONDITIONS OF THE OFFER

The Offer is subject to the following conditions:

1 valid acceptances being received (and not, where permitted,

withdrawn) by no later than 1:00 p.m. on 1 April 2008 (or such later time(s)

and/or date(s) as Capita may, with the consent of the Panel or in accordance

with the rules of the City Code, decide) in respect of not less than 90 per

cent. (or such lesser percentage as Capita may decide) of the ComputerLand

Shares to which the Offer relates, provided that this condition will not be

satisfied unless Capita and/or any of its wholly-owned subsidiaries shall have

acquired or agreed to acquire, whether pursuant to the Offer or otherwise,

directly or indirectly ComputerLand Shares carrying, in aggregate, more than

50 per cent. of the voting rights then exercisable at general meetings of

ComputerLand, including for this purpose (to the extent, if any, required by

the Panel) any voting rights attaching to any ComputerLand Shares which are

unconditionally allotted or issued before the Offer becomes or is declared

unconditional as to acceptances, whether pursuant to the exercise of

conversion or subscription rights or otherwise), and for this purpose:

(a) the expression "ComputerLand Shares to which the Offer relates" shall be

construed in accordance with sections 974 to 991 (inclusive) of the Companies

Act;

(b) "valid acceptances" shall be deemed to have been received in respect of

ComputerLand Shares which are treated for the purpose of Section 979(8) of the

Companies Act as having been acquired by Capita by virtue of acceptance of the

Offer; and

issued shall be deemed to carry the voting rights which they will carry upon

issue;

2 no Relevant Authority having decided to take, institute,implement or threaten any action, suit, proceeding, investigation, enquiry orreference, or made, proposed or enacted any statute, regulation, decision ororder or required any action to be taken or information to be provided orotherwise having taken or refrained from having taken any other action, andthere not continuing to be in force any statute, regulation, rule, order ordecision that, in any such case, will or may reasonably be expected to:

(a) make the Offer or its implementation or the acquisition or proposed

acquisition by Capita (or any other member of the Wider Capita Group) of any

ComputerLand Shares or control or management of ComputerLand or any member of

the Wider ComputerLand Group void, voidable, unenforceable or illegal under

the laws of any relevant jurisdiction, or otherwise, directly or indirectly,

materially restrict, prohibit or delay, or impose materially adverse

additional or amended conditions or obligations with respect to, or otherwise

materially challenge or interfere with, any of the foregoing; or

(b) require, prevent, or materially delay, restrict, or alter the proposed

terms for the divestiture by any member of the Wider Capita Group or any

member of the Wider ComputerLand Group of all or any part of their respective

businesses, assets or properties or impose any material limitation on the

ability of any of them to conduct or to own, use or operate all or any part of

the respective businesses, assets or properties owned by, or the use or

operation of which is enjoyed by, any of them, or result in any of them

ceasing to be able to carry on business, or being restricted in its carrying

on of business, under any name under which it currently does so; or

Capita Group or any member of the Wider ComputerLand Group, directly or

indirectly, to acquire or to hold or to exercise effectively any rights of

ownership of shares or other securities (or the equivalent) in any member of

the Wider ComputerLand Group or any member of the Wider Capita Group, or to

exercise management or voting control over any member of the Wider

ComputerLand Group or any member of the Wider Capita Group; or

(d) require any member of the Wider Capita Group or any member of the Wider

ComputerLand Group to acquire, or to offer to acquire, any shares or other

securities or indebtedness (or the equivalent) in or of any member of the

Wider Capita Group or any member of the Wider ComputerLand Group or any shares

or other securities or indebtedness (or the equivalent) in or of, or any asset

owned by, any other person, or to dispose of or repay, or to offer to dispose

of or repay, any shares or other securities or indebtedness (or the

equivalent) in or of, or any asset owned by, any member of the Wider Capita

Group or any member of the Wider ComputerLand Group; or

(e) impose any limitation on the ability of any member of the Wider Capita

Group or any member of the Wider ComputerLand Group to integrate its business,

or any part of it, with any business of any member of the Wider Capita Group

or any member of the Wider ComputerLand Group to an extent which is material

in the context of the Offer or, as the case may be, in the context of the Wider ComputerLand Group taken as a whole; or (f) otherwise adversely affect the business, assets, financial or trading position or profits, prospects or value of any member of the Wider

ComputerLand Group or any member of the Wider Capita Group to an extent which

is material in the context of the Offer or, as the case may be, in the context

of the Wider ComputerLand Group taken as a whole; or

(g) result in a delay in the ability of any member of the Capita Group to an

extent which is material to Capita in the context of the Offer or, as the case

may be, in the context of the Wider ComputerLand Group taken as a whole, or

render any member of the Capita Group unable to acquire all or some of the

ComputerLand Shares or require or prevent a divestiture by any member of the

Capita Group of any such shares,

and all applicable waiting and other time periods during which any Relevant

Authority could decide to take, institute, implement or threaten any such

action, suit, proceeding, investigation, enquiry or reference having expired,

lapsed or been terminated;

3 all filings which Capita reasonably considers necessary having

been made and all statutory or regulatory obligations in any jurisdiction

having been complied with, and all appropriate waiting or other time periods

under any applicable legislation or regulations of any jurisdiction having

expired, lapsed or been terminated, in each case in connection with the Offer

or the acquisition or proposed acquisition of any ComputerLand Shares, or of

control or management of ComputerLand (or any other member of the Wider

ComputerLand Group) by Capita (or any other member of the Wider Capita Group),

and all Relevant Authorisations reasonably deemed by Capita (or any other

member of the Wider Capita Group) to be necessary or appropriate for, or in

respect of, the Offer or any acquisition or proposed acquisition of any

ComputerLand Shares, or of control or management of ComputerLand (or any other

member of the Wider ComputerLand Group), by Capita (or any other member of the

Wider Capita Group) or to permit or enable Capita (or any other member of the

Wider Capita Group) to carry on the business of any member of the Wider

ComputerLand Group having been obtained in terms and in a form satisfactory to

Capita, from all appropriate Relevant Authorities and from all appropriate

persons, authorities or bodies with whom any member of the Wider Capita Group

or any member of the Wider ComputerLand Group has entered into contractual

arrangements, and all such Relevant Authorisations remaining in full force and

effect, and there being no notice or intimation of any intention to revoke or

suspend or materially modify or restrict or not to renew any of them;

4 save as Disclosed, there being no provision of any Relevant

Instrument which, in consequence of the making or implementation of the Offer,

the acquisition or proposed acquisition by any member of the Wider Capita

Group of any ComputerLand Shares or any change in the control or management of

ComputerLand or any other member of the Wider ComputerLand Group, provides

for, or will or may reasonably be expected to, result in any of the following

to an extent which is materially adverse in the context of the Offer or, as

the case may be, in the context of the Wider ComputerLand Group taken as a

whole:

(a) any money borrowed by, or any other indebtedness (actual or contingent) of, any member of the Wider ComputerLand Group being or becoming repayable or capable of being declared repayable immediately or prior to their stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited; or

(b) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider ComputerLand Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced; or

(c) any Relevant Instrument or any right, liability, obligation, interest orbusiness of any member of the Wider ComputerLand Group under such RelevantInstrument (or any related arrangement) being terminated or adversely modifiedor affected, or any action being taken, or any obligation arising, under anyRelevant Instrument; or(d) any asset or right (including, without limitation, intellectual propertyrights) or interest of, or any asset or such right the use or operation ofwhich is enjoyed by, any member of the Wider ComputerLand Group being orfalling to be disposed of other than in the ordinary course of business, orcharged, or ceasing to be available to any such member, or any right arisingunder which any such asset or interest or such right will or could be requiredto be disposed of or charged, or will or could cease to be so available; or(e) the interest or business of any member of the Wider ComputerLand Group inor with any company, firm, body or person, or any arrangements relating to anysuch interest or business, being terminated or adversely modified or affected;or(f) the creation of liabilities, whether actual or contingent, of any memberof the Wider ComputerLand Group, or the business, assets, financial or tradingposition or profits or value of any member of the Wider ComputerLand Groupbeing adversely affected; or(g) any member of the Wider ComputerLand Group or any member of the WiderCapita Group being required to acquire, or to offer to acquire, any shares orother securities or indebtedness (or the equivalent) in or of any member ofthe Wider ComputerLand Group or any member of the Wider Capita Group or anyshares or other securities or indebtedness (or the equivalent) in or of, orany asset owned by, any other person or to dispose of or repay, or to offer todispose of or repay, any shares or other securities or indebtedness (or theequivalent) in or of, or any asset owned by, any member of the WiderComputerLand Group or any member of the Wider Capita Group;

and no event having occurred which, under any provision of any Relevant Instrument, would result, to an extent which is materially adverse in the context of the Offer or, as the case may be, in the context of the Wider ComputerLand Group taken as a whole in any of the events or circumstances referred to in sub-paragraphs 4(a) to 4(g) of this paragraph 4;

5 save as Disclosed, no member of the Wider ComputerLand Group

having, since 31 October 2007:

(a) made any alteration to its memorandum or articles of association or other constitutional document which is or could reasonably be considered to be material; or

(b) recommended, declared, paid or made, or proposed the recommendation, declaration, paying or making of, any dividend, bonus issue or other distribution, whether in cash or otherwise (other than to ComputerLand or a wholly-owned subsidiary of ComputerLand); or

(c) issued or agreed to issue, or authorised or proposed the issue, ofadditional shares of any class, or of securities convertible into, or rights,warrants or options to subscribe for or acquire, any such shares or securitiesor any loan capital (other than issues to ComputerLand or a wholly-ownedsubsidiary of ComputerLand, and save for ComputerLand Shares allotted on theexercise/vesting of any options/awards granted under the ComputerLand ShareSchemes and Disclosed) or redeemed, purchased or reduced, or authorised orproposed the redemption, purchase or reduction of any part of its sharecapital; or

(d) (other than to ComputerLand or a wholly-owned subsidiary of ComputerLand) issued, authorised or proposed the issue of any debentures or securities or incurred or, save in the ordinary course of business, incurred or increased any material indebtedness or material contingent liability; or

(e) entered into, varied, implemented, or authorised, proposed or announcedits intention to enter into, vary or implement, any material contract, scheme,transaction, commitment or other arrangement which is outside the ordinarycourse of trading or which is, will or could be restrictive on the business ofany member of the Wider Capita Group or any member of the Wider ComputerLandGroup or which involves or will or could involve an obligation of a lossmaking, long term, onerous or unusual nature or magnitude; or(f) authorised, proposed or effected any merger, demerger, reconstruction oramalgamation, or any acquisition or disposal or transfer of, or any charge orsecurity interest or other encumbrance in respect of, any asset or any right,title or interest in any share or asset (other than in the ordinary course oftrading); or

(g) authorised, proposed or effected any mortgage, charge, grant of security interest or other third party right or encumbrance over any asset or any right, title or interest in any shares or other asset (other than in the ordinary course of trading); or

(h) entered into, or varied (other than in respect of increases in remuneration required under the terms of the relevant agreement) the terms of, any service contract or agreement or other arrangement with any of the directors, senior executives or senior employees of any member of the Wider ComputerLand Group; or

(i) been unable, or threatened in writing that it is unable, to pay its debtsor having stopped or suspended (or threatened to stop or suspend) payment ofits debts generally or a substantial part thereof or ceased or threatened tocease carrying on all or a substantial part of its business; or(j) taken or proposed any action or had any proceedings instituted, threatenedor proposed for its winding-up (voluntarily or otherwise), dissolution orreorganisation (save for any such winding-up or dissolution whilst solvent) orfor the appointment of a receiver, administrator, administrative receiver,trustee or similar or analogous officer of all or any of its assets orrevenues or for any similar or analogous matters in any jurisdiction; or

(k) waived or compromised any claim, other than in the ordinary course of business which in any case is material in the context of the Wider ComputerLand Group taken as a whole; or

(l) entered into any commitment, agreement or arrangement, or passed any resolution or made any offer, with respect to, or announced an intention to effect or to propose, any of the transactions, matters or events referred to in this paragraph 5;

6 save as Disclosed, since 31 October 2007:

(a) no adverse change or deterioration having occurred in the business,assets, financial or trading position or profits or prospects or value of anymember of the Wider ComputerLand Group which is material in the context of theWider ComputerLand Group taken as a whole;(b) no litigation, arbitration proceedings, prosecution or other legalproceedings to which any member of the Wider ComputerLand Group is or maybecome a party (whether as a claimant, defendant or otherwise), and noinvestigation or enquiry by, or complaint or reference to, any RelevantAuthority against or in respect of any member of the Wider ComputerLand Group,having been instituted, announced or threatened or remaining outstanding whichin each case is material in the context of the Wider ComputerLand Group takenas a whole;

(c) no steps having been taken which will result in, or could reasonably be expected to result in, the withdrawal, cancellation, termination or adverse modification of any licence or permit held by any member of the Wider ComputerLand Group which is material in the context of the Wider ComputerLand Group taken as a whole; and

(d) no contingent or other liability having arisen or increased which will adversely affect any member of the Wider ComputerLand Group in a manner which is material in the context of the Wider ComputerLand Group taken as a whole;

7 Capita not having discovered, except as Disclosed:

(a) that any financial or business or other information concerning the WiderComputerLand Group as contained in the information publicly disclosed at anytime by or on behalf of any member of the Wider ComputerLand Group, ordisclosed at any time by or on behalf of any member of the Wider ComputerLandGroup in writing in connection with the Offer to any member of the CapitaGroup or its agents or advisers, is misleading or contains a misrepresentationof fact or omits to state a fact necessary to make the information containedtherein not misleading with a consequence which is materially adverse in thecontext of the Wider ComputerLand Group taken as a whole; or

(b) any information which materially affects the import of any such information as is mentioned in sub-paragraph 7(a) of this paragraph 7; or

(c) any circumstance exists whereby a person or class of has any claim or claims against any past or present member of the Wider ComputerLand Group which claim or claims are materially adverse in the context of the Wider ComputerLand Group taken as a whole; and

8 save as Disclosed, Capita not having discovered any of the

following matters:

(a) that there has been any release, emission, disposal, spillage or leak ofany waste or hazardous substance or any substance likely to impair theenvironment or harm human health on or about or from any property or water nowor previously owned, occupied, used or controlled by any past or presentmember of the Wider ComputerLand Group (whether or not constituting anon-compliance by any person with any applicable law, statute, ordinance orany regulation, rule or other requirement of any Relevant Authority) and, inany such case, will give rise to any liability (whether actual or contingent)on the part of any member of the Wider ComputerLand Group which is materiallyadverse in the context of the Wider ComputerLand Group taken as a whole; or(b) that any past or present member of the Wider ComputerLand Group hascommitted any violation of any applicable laws, statutes or ordinances, or anyregulations, rules or other requirements of any Relevant Authority relating tothe disposal, discharge, spillage, leak or emission of any waste or hazardoussubstance or any substance likely to impair the environment or harm humanhealth, or otherwise relating to environmental matters which is material inthe context of the Wider ComputerLand Group taken as a whole; or(c) that there is or is reasonably likely to be, any liability (actual orcontingent) which is material in the context of the Wider ComputerLand Grouptaken as a whole on any member of the Wider ComputerLand Group to make good,repair, reinstate or clean up any property or water now or previously owned,occupied or used or controlled by any past or present member of the WiderComputerLand Group under any environmental legislation, regulation, notice,circular, order or requirement of any Relevant Authority.Capita reserves the right, subject to the requirements of the Panel, to waiveall or any of the above conditions in whole or in part, except the conditionset out at paragraph 1 above. Capita shall be under no obligation to waive ortreat as satisfied any of the other conditions by a date earlier than thelatest date specified above for the satisfaction thereof (or, if no such dateis specified, the date when the Offer, if such be the case, shall become or bedeclared unconditional in all respects) notwithstanding that the otherconditions of the Offer may, at an earlier date, have been waived or fulfilledand that there are, at such earlier date, no circumstances indicating that anyof such conditions may not be capable of fulfilment.The Offer will lapse unless the conditions set out above (other than thecondition set out at paragraph 1 above) are fulfilled or (if capable ofwaiver) waived or, where appropriate, have been determined by Capita to be orto remain satisfied no later than 11:59 p.m. on the 21st day after the laterof the first closing date of the Offer and the date on which the Offer becomesor is declared unconditional as to acceptances, or such later date as thePanel may agree.

If Capita is required by the Panel to make an offer for ComputerLand Shares under the provisions of Rule 9 of the City Code, Capita may make such alterations to any of the conditions (including, without limitation, the condition set out at paragraph 1 above) or any of the terms of the Offer as are necessary to comply with the provisions of that Rule.

PART B -FURTHER INFORMATION

Further details of the Offer

The formal Offer by Capita will be subject to the terms and conditions as set out in this Appendix I and as will be set out in the Offer Document and accompanying Form of Acceptance, or as may be required to comply with the provisions of the City Code.

The Offer will extend to any ComputerLand Shares unconditionally allotted orissued while the Offer remains open for acceptance (or before such earlierdate as Capita may, subject to the City Code, decide, not being earlier thanthe date on which the Offer becomes or is declared unconditional as toacceptances or, if later, the first closing date of the Offer), whetherpursuant to the ComputerLand Share Schemes or otherwise.The ComputerLand Shares are to be acquired fully paid and free from all liens,charges and encumbrances, rights of pre-emption and any other third partyrights or interests and together with all rights attaching thereto, includingthe right to receive and retain all dividends or other distributions declared,paid or made on or after the date of this announcement.The Offer will lapse if the Acquisition is referred to the CompetitionCommission in the United Kingdom before 3:00 p.m. on the first closing date ofthe Offer or the time and date on which the Offer becomes or is declaredunconditional as to acceptances, whichever is the later. If the Offer lapses,the Offer will cease to be capable of further acceptance and acceptingComputerLand Shareholders and Capita will thereupon cease to be bound by anyForm of Acceptance submitted before the time when the Offer lapses.

Overseas ComputerLand Shareholders

The making of the Offer to Overseas ComputerLand Shareholders may beprohibited or affected by the laws of the relevant overseas jurisdictions.Such Overseas ComputerLand Shareholders should inform themselves about andobserve any applicable legal requirements. It is the responsibility of anyOverseas ComputerLand Shareholder wishing to accept the Offer to satisfyhimself as to the full observance of the laws of the relevant jurisdiction inconnection therewith, including the obtaining of any governmental, exchangecontrol or other consents which may be required, compliance with otherformalities needing to be observed and the payment of any issue, transfer orother taxes due in such jurisdiction. Any such Overseas ComputerLandShareholder will be responsible for payment of any issue, transfer or othertaxes, duties or other requisite payment(s) due in such jurisdiction(s) bywhomsoever payable, and Capita (and any person acting on its behalf) shall beentitled to be fully indemnified and held harmless by such OverseasComputerLand Shareholder for any issue, transfer or other taxes or duties orother requisite payments as Capita or any person acting on behalf of Capitamay be required to pay in respect of the Offer insofar as they relate to suchOverseas ComputerLand Shareholder.This announcement is not an offer of securities for sale or purchase in theUnited States, Canada, Japan or any Prohibited Jurisdiction. The Offer willnot be made, directly or indirectly, in or into, or by use of the mails of, orby any means or instrumentality of interstate or foreign commerce of, or anyfacilities of a securities exchange of, the United States, or in or intoCanada, Japan or any Prohibited Jurisdiction, and, subject to certainexceptions, the Offer will not be capable of acceptance by any such use, meansor instrumentality or facilities or from or within the United States, Canada,Japan or any Prohibited Jurisdiction.Any person (including, without limitation, nominees, trustees or custodians)who are overseas persons or who would, or otherwise intend to, forward thisdocument, the Offer Document, the Form of Acceptance or any related documentto any jurisdiction outside the United Kingdom or to any overseas personshould seek appropriate advice before taking any action. APPENDIX 2 BASES AND SOURCES1 Unless otherwise stated:

(a) financial information relating to ComputerLand has been extracted or

derived (without adjustment) from the consolidated audited annual reports and

accounts for ComputerLand for the years ended 30 April 2005, 2006 and 2007;

(b) financial information relating to Capita has been extracted or derived

(without any adjustment) from the consolidated audited annual report and

accounts for Capita for the years ended 31 December 2005, 2006 and 2007; and

this announcement relating to the six-month period ended 31 October 2007 has

been extracted or derived (without adjustment) from the unaudited interim

results of ComputerLand for the six months ended 31 October 2007.

2 The total equity value of the Offer is calculated based on a fully diluted

share capital of ComputerLand of 10,692,631 ComputerLand Shares. This in turn

is calculated on the basis of the number of issued ComputerLand Shares, being

10,215,484 ComputerLand Shares; and the 477,147 "in the money" options/awards

outstanding under the ComputerLand Share Schemes (and which are expected to

become exercisable as a consequence of the Offer). APPENDIX 3 DEFINITIONSThe following definitions apply throughout this announcement unless thecontext requires otherwise:"Acquisition" the proposed acquisition of ComputerLand by Capita pursuant to the Offer"AIM" the market of that name operated by the London Stock Exchange"AIM Rules" the AIM Rules for Companies as published by the London Stock Exchange"Board" as the context requires, the board of directors of Capita or the board of directors of ComputerLand"Business Day" a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business"CA 1985" the Companies Act 1985 (as amended)"Canada" Canada, its provinces and territories and all areas under its jurisdiction and political sub-divisions thereof"Capita" The Capita Group Plc, a public limited company incorporated in England and Wales with registered number 2081330"Capita Director" a director of Capita"Capita Group" Capita and its subsidiary undertakings"certificated" or "in certificated a ComputerLand Share which is not inform" uncertificated form (that is, not in CREST)"Charles Stanley" Charles Stanley Securities, a division of Charles Stanley & Co. Limited a private company incorporated in England with registered number 1903304"City Code" the City Code on Takeovers and Mergers"Closing Price" the closing middle market quotation of a ComputerLand Share as derived from the AIM appendix to the Daily Official List on any particular day"ComputerLand" ComputerLand UK plc, a public limited company incorporated in England and Wales with registered number 2275625"ComputerLand Board" the board of directors of ComputerLand"ComputerLand Directors" a director of ComputerLand"ComputerLand Group" ComputerLand and its subsidiary undertakings"ComputerLand Shareholders" registered holders of ComputerLand Shares"ComputerLand Share Schemes" each of the ComputerLand Company Share Option Scheme (approved 1 September 1997, last amended 25 November 2004), the ComputerLand UK Savings Related Share Option Scheme (approved 1997, last amended 4 June 2003, the ComputerLand UK Unapproved Share Option Scheme (adopted 4 September 2000, last amended 25 November 2004) and the Option Agreement between ComputerLand and Michael Kent dated 13 October 1998"ComputerLand Shares" includes: (a) the existing unconditionally allotted or issued and fully paid ordinary shares of 2 pence each in the capital of ComputerLand; and (b) any further ordinary shares of 2 pence each in the capital of ComputerLand which are unconditionally allotted or issued (including, pursuant to the exercise of options granted under the ComputerLand Share Schemes) before the date on which the Offer ceases to be open for acceptances (or before such earlier date as, subject to the City Code, ComputerLand may determine in accordance with the terms of the Offer)"Companies Act" the Companies Act 2006"Competing Offer" means an offer made or to be made by a third party for all or the majority of the ordinary share capital of ComputerLand or any other proposal made or to be made by a third party having substantially the effect of a merger of ComputerLand into or with any other entity"Disclosed" (a) disclosed in the annual report and accounts of ComputerLand for the year ended 30 April 2007; (b) disclosed in the interim announcement of results of ComputerLand in respect of the six months ended on 31 October 2007; (c) disclosed in any other public announcement made by ComputerLand via a Regulatory Information Service in the period ending on the Business Day immediately preceding this announcement; or (d) as otherwise fairly disclosed in writing by or on behalf of ComputerLand to Capita in connection with the Offer"Enlarged Capita Group" the Capita Group as enlarged by the Acquisition"Form of Acceptance" the form of acceptance and authority for use by ComputerLand Shareholders in connection with the Offer"Japan" Japan, its cities, prefectures, territories and possessions"Landsbanki" Landsbanki Securities (UK) Limited a private company incorporated in England and Wales with registered number 3019293"Listing Rules" the listing rules of the UK Listing Authority made under Part VI of the Financial Services and Markets Act 2000"London Stock Exchange" London Stock Exchange plc"Offer" the recommended offer by Capita to acquire the entire issued and to be issued share capital of ComputerLand on the terms and subject to the conditions set out in this announcement and the Form of Acceptance (including where the context so requires, any subsequent revision, variation, extension or renewal thereof)"Offer Document" the formal offer document to be sent to ComputerLand Shareholders containing the Offer"Overseas ComputerLand a ComputerLand Shareholder who is an overseasShareholders" person including any US Person who holds ComputerLand Shares"overseas person" any person who is not resident in the United Kingdom, or who is a citizen, resident or national of a jurisdiction outside the United Kingdom, or who is a nominee of, or custodian or trustee for, any citizen(s), resident(s), or national(s) of any country other than the United Kingdom"Panel" the Panel on Takeovers and Mergers"Pound Sterling" or "‚£" the lawful currency of the United Kingdom (and references to "pence" shall be construed accordingly)"Prohibited Jurisdiction" any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure to prosecution if information concerning the Offer is sent or made available to ComputerLand Shareholders in that jurisdiction

"Regulatory Information Service" a service approved by the London Stock

Exchange which has the meaning given to that expression in the AIM Rules"Relevant Authority" means any government, government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body or authority, or any court or tribunal in each case in any jurisdiction"Relevant Authorisation" means a material authorisation, order, grant, recognition, confirmation, determination, consent, licence, clearance, permission, allowance or approval"Relevant Instrument" means any material agreement, arrangement, licence, permit, lease or other instrument or obligation to which any member of the Wider ComputerLand Group is a party or by or to which any such member or any of its assets is bound, entitled or subject"Substantial Transaction" a transaction which constitutes a Class 1 transaction or a reverse takeover in relation to ComputerLand for the purpose of Chapter 10 of the Listing Rules (ignoring any waiver or relaxation of the rules in that chapter and that the Listing Rules do not apply to ComputerLand)"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland and its dependent territories"United States" or "US" the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction"US Person" as defined in regulation S under the US Securities Act"US Securities Act" the US Securities Act of 1933 (as amended by the rules and regulations promulgated thereunder)"Wider ComputerLand Group" ComputerLand and its subsidiary undertakings, associated undertakings and any other undertakings in which ComputerLand and such undertakings (aggregating their interests) have a substantial interest"Wider Capita Group" Capita and its subsidiary undertakings, associated undertakings and any other undertaking in which Capita and such undertakings (aggregating their interests) have a substantial interest

All references to legislation in this document are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

For the purposes of this document, "subsidiary", "subsidiary undertaking", "associated undertaking", "undertaking" and "parent undertaking" have the respective meanings given to them by the CA 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A to the CA 1985) and "substantial interest" means the direct or indirect interest of twenty (20) per cent. or more of the equity share capital (as defined in the Companies Act) of any undertaking.

CAPITA GROUP PLC

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