Rns...9 Dec 2011 08:02
09 December 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 December 2011
Recommended Cash Offer
by
Wasp Management Software Limited
For
WorkPlace Systems International plc
The board of directors of Wasp Management Software Limited ("NewCo"), a Company backed by Lloyds TSB Development Capital Limited ("LDC") and the Management Team, and the Independent Directors of WorkPlace Systems International plc ("WorkPlace" or the "Company") are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by NewCo for the entire issued and to be issued share capital of WorkPlace, excluding the Roll-over Shares which NewCo has separately contracted to acquire from the Management Team (the "Offer").
The board of directors of NewCo comprises the following existing WorkPlace Directors: Bernard Quinn (Chief Executive), Paul Wright (Chief Finance Officer), Alex Davis (Chief Technology Officer) and Anthony Knight (Client Services Director), and Daniel Sasaki and Kunal Dasgupta of LDC.
The Independent Directors of WorkPlace are Ian Lenagan and John Herring.
Summary
-- The Offer will be made at a price of 25 pence in cash for each Offer Share.
-- The Offer values WorkPlace's entire issued and to be issued ordinary share capital at approximately GBP41.0 million and represents:
o a premium of approximately 81.8 per cent. to the Closing Price of 13.75 pence per Offer Share on 8 December 2011, being the last Business Day prior to the commencement of the Offer Period; and
o a premium of approximately 79.3 per cent. to the average Closing Price of 13.94 pence per Offer Share over the twelve month period to 8 December 2011, being the last Business Day prior to the commencement of the Offer Period.
-- The Independent Directors, who have been so advised by Mazars, consider the terms of the Offer to be fair and reasonable. In providing advice to the Independent Directors in relation to the Offer, Mazars has taken into account the commercial assessments of the Independent Directors. Accordingly, the Independent Directors unanimously recommend that WorkPlace Shareholders accept the Offer.
-- The Independent Directors and the Continuing Directors have irrevocably undertaken to accept the Offer in respect of a total of 72,905,929 Offer Shares (which includes 1,250,000 Offer Shares to be issued pursuant to the exercise of WorkPlace Options), representing approximately 45.7 per cent. of the Offer Shares and to vote in favour of the Ordinary Resolution in respect of a total of 71,655,929 Eligible Voting Shares, representing approximately 49.4 per cent. of the Eligible Vot