BILL.L Regulatory News (BILL)

3 Mar 2006 17:28

Billing Services Group Limited03 March 2006 FOR IMMEDIATE RELEASE 3 March 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 Offer Wholly Unconditional The Board of BSG announces that the offer (the "Offer") being made by EvolutionSecurities Limited ("Evolution") on behalf of BSG for the entire issued and tobe issued share capital of United Clearing Plc ("United Clearing") has todaybeen declared wholly unconditional. As at 1.00 p.m. on 3 March 2006, valid acceptances of the Offer had beenreceived in respect of a total of 12,912,356 United Clearing Sharesrepresenting, in aggregate, approximately 72.27 per cent. of United Clearing'stotal issued share capital. The Offer remains open for acceptance until further notice. Prior to the announcement of the Offer on 15 December 2005 BSG had receivedirrevocable undertakings to accept the Offer from the United Clearing Directorsand a shareholder of United Clearing in respect of 5,482,609 United ClearingShares held by them, representing approximately 30.7 per cent. of UnitedClearing's total issued share capital. Valid acceptances have been received inrespect of all the United Clearing Shares remaining subject to the irrevocableundertakings and are included in the total number of acceptances referred toabove. Save as disclosed in this announcement, neither BSG nor any persons deemed to beacting in concert with BSG held any United Clearing Shares (or rights over anyUnited Clearing Shares) prior to the Offer Period and neither BSG nor anypersons deemed to be acting in concert with BSG since the commencement of theOffer Period have acquired or agreed to acquire any United Clearing Shares (orrights over any United Clearing Shares). United Clearing Shareholders who have not yet accepted the Offer should, if theyhold their United Clearing Shares in certificated form, despatch their forms ofacceptance as soon as possible or, if they hold their United Clearing Shares inuncertificated form accept the Offer electronically through CREST. Settlement of consideration to which any United Clearing Shareholder is entitledwill be effected: (i) in the case of acceptances received (complete in allrespects) by 3 March 2006 within 14 days of this date; or (ii) in the case ofacceptances received (complete in all respects) after 3 March 2006 but while theOffer remains open, within 14 days of such receipt. The Offer remains subject to the terms and conditions set out in the OfferDocument. Unless the context otherwise requires, defined terms used in this announcementshall have the meanings given to them in the Offer Document. 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 5000Jeremy 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 which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for BSG and no one else inconnection with the Offer and will not be responsible to anyone other than BSGfor providing the protections afforded to clients of Evolution or for providingadvice 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