Electronic Data Processing Regulatory News (EDP)

19 Mar 2009 15:12



19 March 2009

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, REPUBLIC OF IRELAND OR JAPAN

Electronic Data Processing Public Limited Company

 ("EDP" or "the Company")

Proposed return of up to £6 million to EDP shareholders by way of a tender offer and

notice of general meeting

On 30 January 2009 the Company announced that it intended to use its surplus cash resources to buy back a significant proportion of its issued ordinary share capital by way of a tender offer at 50p per ordinary share.

The Company today announces that it intends to return up to £6 million to its shareholders by way of a tender offer. Under the tender offer, a maximum of 11,991,435 ordinary shares may be purchased, representing approximately 48.9 per cent. of the issued ordinary share capital of the Company at a price of 50p per ordinary share. The Company will today post a circular to shareholders in relation to the tender offer ("Circular").

The price of 50p per ordinary share represents a premium of approximately 10 per cent. to the middle market closing price of 45.5p on 29 January 2009 the latest practicable date prior to the initial announcement of the tender offer by the Company. 

The final dividend of 2p per ordinary share as announced on 5 December 2008 and to be paid on 6 April 2009 to shareholders on the register on 6 March 2009 will be paid independently of the tender offer.

The tender offer is open to all shareholders on the Company's register at 5.00 p.m. on 6 April 2009, who may participate by tendering any of their shareholdings of ordinary shares at 50p per ordinary share.  No ordinary shares will be purchased in relation to the tender offer unless the relevant resolution to be proposed at the general meeting of the Company to be held on 6 April 2009 is passed.  Successfully tendered ordinary shares representing 10 per cent. of the Company's issued ordinary share capital following completion of the tender offer will then be held in treasury and the remainder will be cancelled. 

Tender forms in connection with ordinary shares held in certificated form must be completed, signed and returned together with the relevant share certificate(s) and/or other documents of title, in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 6 April 2009. Holders of ordinary shares held in CREST must make the tender electronically through CREST by no later than 1.00 p.m. on 6 April 2009.

Forms of proxy for the general meeting to be held at 12 noon on 6 April 2009 must be completed and returned so as to reach Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than 12 noon on 4 April 2009.

At the general meeting, a special resolution will also be proposed to confer general authority for the market purchase by the Company of up to a maximum of 10 per cent. of the Company's issued ordinary share capital after completion of the tender offer at the minimum and maximum prices specified as set out in the notice included in the Circular.

The Circular, tender form and form of proxy will be submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:

Financial Services Authority

25 The North Colonnade

Canary Wharf

London E14 5HS

Tel No: (0)20 7066 1000

The Circular is also available on the EDP website, www.edp.co.uk.

Enquiries

Julian Wassell (Chief Executive)

Electronic Data Processing Public Limited Company

Tel: 0114 2622007

John Stephan

BDO Stoy Hayward LLP (Financial Adviser to the Company)

Tel: 0121 352 6200

Toby Mountford

Citigate Dewe Rogerson

020 7638 9571 m:07710 356611

BDO Stoy Hayward LLP which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for the Company and no one else in relation to the matters described in this document and will not be responsible to any other person for the protections afforded to the clients of BDO Stoy Hayward LLP in relation to the matters referred to in this document.