BILL.L Regulatory News (BILL)

12 Dec 2005 07:29

Billing Services Group Limited12 December 2005 For immediate release 12 December 2005 Billing Services Group Limited ("BSG" or "the Company") Potential Offer BSG has noted the press speculation concerning its possible acquisition ofUnited Clearing Plc ("United Clearing"). BSG can confirm that it has been indiscussions with the Board of United Clearing regarding a potential recommendedsecurities exchange offer for the entire issued and to be issued share capitalof United Clearing valuing each United Clearing share at a price ofapproximately 132p. A further announcement will be made in due course. 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 Evolution Securities Limited which is regulated in the U.K. by the FinancialServices Authority, is acting exclusively for BSG in relation to the mattersdescribed in this announcement and no one else and will not be responsible toanyone other than BSG for providing the protections afforded to clients ofEvolution Securities Limited nor for providing advice in relation to the mattersdescribed in this announcement. 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. Dealing Disclosure Requirements: Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes "interested" (directly or indirectly) in1% or more of any class of "relevant securities" of BSG or of United Clearing,all "dealings" in any "relevant securities" of that company (including by meansof an option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "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 BSG or United Clearing, theywill be deemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of BSG or United Clearing by BSG or United Clearing, or by any oftheir respective "associates", must be disclosed by no later than 12.00 noon(London time) on the London business day following the date of the relevanttransaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock Exchange