BILL.L Regulatory News (BILL)

4 Apr 2006 11:27

Billing Services Group Limited04 April 2006 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN Billing Services Group Limited ("BSG") Recommended Offer for United Clearing Plc Compulsory acquisition of United Clearing Shares On 3 March 2006, BSG announced that the offer (the "Offer") for the entireissued and to be issued share capital of United Clearing Plc ("United Clearing")as set out in the offer document dated 20 January 2006 ("the Offer Document"),had become unconditional in all respects. As at 1.00 p.m. on 3 April 2006, validacceptances had been received in respect of 16,277,748 United Clearing Shares,representing approximately 91.11 per cent. of the issued share capital of UnitedClearing. Accordingly, having acquired or received valid acceptances of the Offer inrespect of over 90 per cent. of the United Clearing Shares to which the Offerrelates, BSG will today be giving notice to those United Clearing Shareholderswho have not accepted the Offer informing them that it will compulsorily acquiretheir United Clearing Shares by applying sections 428 to 430F of the CompaniesAct 1985. The Offer will remain open for acceptance until further notice. Terms defined in the Offer Document have the same meaning in this announcement. Enquiries:Billing Services Group Limited Tel: +1 847 832 0077Patrick J. Haynes III, Chief ExecutiveRandall Brouckman, Chief Operating Officer Buchanan Communications Tel: +44 (0)20 7466 5000Bobby Morse / Jeremy Garcia / James Strong Evolution Securities Limited Tel: +44 (0)20 7071 4300Michael Brennan / Stuart Andrews / Fergus Marcroft The Offer is not being made, directly or indirectly, in or into, or by the useof mails or any means or instrumentality (including, without limitation,telephonically or electronically) of interstate or foreign commerce of, or anyfacility of a national securities exchange of, the United States, Canada,Australia or Japan and the Offer will not be capable of acceptance by any suchuse, means, instrumentality or facilities from or within the United States,Canada, Australia or Japan and the Offer will not be capable of acceptance byany such use, means, instrumentality or facilities from or within the UnitedStates, Canada, Australia or Japan. Copies of this announcement and any relateddocuments are not being, and must not be, in whole or in part, directly orindirectly, mailed or otherwise forwarded, distributed or sent in or into orfrom the United States, Canada, Australia or Japan and persons receiving thisannouncement and any related document (including, without limitation,custodians, nominees and trustees) must not mail or otherwise forward,distribute or send them, in whole or in part, in or into or from the UnitedStates, Canada, Australia or Japan or such other jurisdiction where to do sowould constitute a violation of the relevant laws of such jurisdiction. Theavailability of the Offer to persons who are not resident in the United Kingdommay be affected by the laws of the relevant jurisdictions. Persons who are notresident in the United Kingdom should inform themselves about and observe anyapplicable requirements. Evolution Securities Limited which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for BSG andno one else in connection with the Offer and will not be responsible to anyoneother than BSG for providing the protections afforded to clients of EvolutionSecurities Limited or for providing advice in relation to the Offer. BSG shares have not been registered under the United States Securities Act of1933, as amended ("U.S. Securities Act") and may not be offered, sold, pledgedor otherwise transferred except (a)(1) in an Offshore Transaction complying withRule 904 of U.S. Regulation S or (2) pursuant to an exemption from registrationunder the U.S. Securities Act and (b) in accordance with all applicablesecurities laws of the states of the United States. An "Offshore Transaction" is an offer of BSG shares not made to a person in theUnited States and, at the time a buy order is originated, the buyer is outsidethe United States or the seller reasonably believed the buyer was outside theUnited States, so long as such offer or sale was not specifically targeted atidentifiable groups of United States citizens living abroad (such as members ofthe United States armed forces living overseas); provided, however, an offer orsale to a person identified in Rule 902(k)(2)(vi) of U.S. Regulation S shall bedeemed to be made in an Offshore Transaction. "U.S. Regulation S" is Regulation S promulgated by the United States Securitiesand Exchange Commission under the U.S. Securities Act, including the preliminarynotes thereto. This information is provided by RNS The company news service from the London Stock Exchange