Oryx International Growth Regulatory News (OIG)

8 Aug 2008 12:00



SIRVIS IT HOLDINGS LIMITED

Rule 8.4 Announcement

Further to the announcement on 4 August 2008, in relation to the recommended cash offer for SiRViS IT plc to be made by Strand Partners on behalf of SiRViS IT Holdings Limited (the Rule 2.5 Announcement) and the announcement, issued on 5 August 2008, in accordance with Rule 8.1 of the City Code in relation to the purchase by Trident Private Equity Fund II LP ("TPEII") of 980,000 SiRViS IT Shares, representing approximately 29.70 per cent. of the total share capital of SiRViS IT, from Oryx International Growth Fund Limited, SiRViS IT Holdings makes the following disclosure in accordance with Rule 8.4 of the City Code.

SiRViS IT Holdings has received an irrevocable undertaking from TPEII (the "TPEII Irrevocable") in respect of the 980,000 SiRViS IT Shares it acquired from Oryx, representing approximately 29.70 per cent. of the total share capital of SiRViS IT. The irrevocable undertaking will only cease to be binding if a competing offer is made by another party for the entire issued share capital of SiRViS IT which exceeds 170 pence per SiRViS IT Share and is recommended for acceptance by the Independent Directors. The irrevocable undertaking commits TPEII to accept the offer within eighteen days of the issue of the Offer Document.

As the TPEII Irrevocable directly replaces the irrevocable undertaking previously received from NAV LLP (on behalf of Oryx), which was disclosed in the Rule 2.5 Announcement on 4 August 2008, there has been no change to the level of irrevocable undertakings to accept the Offer that SiRViS IT Holdings has received, which remains at 1,926,331 SiRViS IT Shares, representing approximately 58.37 per cent. of SiRViS IT's total share capital.

Terms defined in the Rule 2.5 Announcement have the same meanings as in this announcement.

Strand Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for SiRViS IT Holdings and no one else in connection with the Offer and is not advising any other person and accordingly will not be responsible to anyone other than SiRViS IT Holdings for providing the protections afforded to clients of Strand Partners nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein. No liability whatsoever is accepted by Strand Partners for the accuracy of any information or opinion contained in this announcement or for the omission of any material information, for which Strand Partners is not responsible.

The Offer will not be made, directly or indirectly, in, into or from the United States, Canada, Australia, South Africa or Japan or any other jurisdiction, or by the use of the mails of, or by any means or instrumentality (including, without limitation, by means of facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, the United States, or in, into or from Canada, Australia, South Africa or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction.

This announcement does not constitute an offer in the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction. Accordingly, this announcement is not being, and should not be, directly or indirectly mailed, transmitted or otherwise distributed or sent into, in whole or in part, in or into or from the United States, Canada, Australia, South Africa or Japan or any such other jurisdiction.

The distribution of this announcement and availability of the Offer to persons not resident in, nor citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are citizens or in which they are resident. Such Overseas Shareholders should inform themselves about, and observe, any applicable legal or regulatory requirements of any such relevant jurisdiction. This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intend to, forward this announcement, the Offer Document and/or the Form of Acceptance or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before doing so.

Neither the United States Securities and Exchange Commission nor any state securities commission has reviewed, approved or disapproved this announcement or any of the proposals described in this announcement.

The directors of SiRViS IT Holdings accept responsibility for all of the information contained in this announcement. To the best of the knowledge and belief of the directors of SiRViS IT Holdings (each of whom has taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.