XCH.L Regulatory News (XCH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

for

XCHANGING PLC

by

CSC Computer Sciences International Operations Limited

(a wholly owned subsidiary of Computer Sciences Corporation)

Unconditional announcement, notice of delisting and cancellation of trading of Xchanging Shares, launch of compulsory acquisition procedure and closing of the Offer

On 18 January 2016, CSC Computer Sciences International Operations Limited (CSC Bidco) announced that its offer (the Offer) to acquire the entire issued and to be issued ordinary share capital of Xchanging plc (Xchanging) had become unconditional as to acceptances.

On 5 February 2016, CSC Bidco announced that, to accommodate the review process for the merger control and regulatory filings, it and Xchanging had requested and received the consent of the Panel to extend the date by which the Offer must become or be declared wholly unconditional in all respects until 16 May 2016 and that it had waived all outstanding conditions set out in the offer document other than the merger control and regulatory conditions set out in paragraphs 1(b) and 1(c) of Section A, Part III of that offer document.

On 15 February 2016, CSC Bidco announced that the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, had been terminated and, as such, that the US merger control condition set out in paragraph 1(b)(i) of Section A, Part III of the offer document had been satisfied.

On 31 March 2016, CSC Bidco announced that the European Commission had unconditionally cleared the Offer and, as such, that the EU merger control condition set out in paragraph 1(b)(ii) of Section A, Part III of the offer document had been satisfied.

On 26 April 2016, CSC Bidco announced that the FCA had approved the change in control of the Xchanging group entity authorised and regulated by the FCA in connection with the Offer and, as such, that the UK regulatory approval condition set out in paragraph (c)(i) of Section A, Part III of the offer document had been satisfied.

CSC Bidco announces today that it has waived the German regulatory approval condition set out in paragraph (c)(ii) of Section A, Part III of the offer document.

Accordingly, CSC Bidco is pleased to announce that the Offer has now become unconditional in all respects.

Level of acceptances and market purchases

As at 5.00 p.m. (London time) on 4 May 2016, CSC Bidco has received valid acceptances of the Offer in respect of 227,928,243 Xchanging Shares, representing approximately 91.88 per cent. of the existing issued share capital of Xchanging. This level of acceptances includes 24,760,355 Xchanging Shares, representing approximately 9.98 per cent. of the existing issued share capital of Xchanging, which CSC Bidco announced on 23 December 2015 it had acquired.

The percentages of Xchanging Shares referred to in this announcement are based upon a figure of 248,051,399 Xchanging Shares in issue.

The Offer will remain open for acceptance until 5.00 p.m. (London time) on 26 May 2016, and will close on that date. Xchanging shareholders who do not accept the Offer by 5.00 p.m. (London time) on 26 May 2016 will have their shares compulsorily acquired pursuant to the procedure referred to below.

Settlement

Settlement of the consideration due to Xchanging shareholders who have already provided acceptances under the Offer will be despatched (or, in respect of Xchanging Shares held in uncertificated form, credited through CREST) as soon as practically possible. The consideration due to Xchanging shareholders who provide valid and complete acceptances under the Offer after 5.00 p.m. (London time) on 4 May 2016, but while the Offer remains open for acceptances, will be despatched (or, in respect of Xchanging Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.

Delisting and cancellation of trading

As set out in the offer document, as the Offer has become unconditional in all respects and CSC Bidco has by virtue of its shareholdings and acceptances of the Offer acquired, or agreed to acquire, Xchanging Shares representing at least 75 per cent. of the voting rights of Xchanging, CSC Bidco intends to procure the making of an application by Xchanging for cancellation, respectively, of the trading in Xchanging Shares on the London Stock Exchange's main market for listed securities (the Main Market) and of the listing of Xchanging Shares on the premium listing segment of the Official List of the Financial Conduct Authority (the Official List).

The cancellation of listing of Xchanging Shares on the Official List and admission to trading of Xchanging Shares on the Main Market is expected to take effect on or around 6 June 2016. Delisting would significantly reduce the liquidity and marketability of any Xchanging Shares not assented to the Offer.

Compulsory acquisition

As set out in the offer document, as CSC Bidco has received acceptances under the Offer in respect of not less than 90 per cent. of the Xchanging Shares to which the Offer relates by nominal value and voting rights attaching to such shares, CSC Bidco will now exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily the remaining Xchanging Shares. Notice will be sent to non-assenting Xchanging shareholders informing them of the compulsory acquisition of their shares by CSC Bidco. Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the offer document.

Actions to be taken

Xchanging shareholders who have not yet accepted the Offer are urged to do so as soon as possible:

· If you hold your Xchanging Shares in certificated form (that is, not in CREST), you must complete the Form of Acceptance enclosed with the copy of the Offer Document sent to you in accordance with the instructions printed on it and return the completed Form of Acceptance (along with your share certificate(s) and/or other documents of title) by post or by hand (during normal business hours only) to Equiniti Limited at Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom as soon as possible.

· If you hold your Xchanging Shares in uncertificated form (that is, in CREST), to accept the Offer you must follow the procedure set out in paragraph 14.2 of Part II of the offer document. If you hold your Xchanging Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

The offer document and a specimen form of acceptance are available on CSC Bidco's website at www.csc.com and on Xchanging's website at http://www.xchanging.com/TakeOverBid. Further copies of the offer document and the form of acceptance may be obtained by contacting Equiniti Limited on 0333 207 6367 from within the UK or on +44 121 415 0939 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding English and Welsh public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and its affiliate, Goldman, Sachs & Co., are acting exclusively for CSC and CSC Bidco and no one else in connection with the Offer or any other matter referred to in this announcement and will not be responsible to anyone other than CSC and CSC Bidco for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the Offer or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely through the Offer Document and the accompanying Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales 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 and Wales.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to overseas shareholders are contained in the Offer Document.

Unless otherwise determined by CSC Bidco or required by the Code, and insofar as permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Xchanging Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

US Shareholders

The Offer has been made for securities of an English company with a listing on the London Stock Exchange, and Xchanging Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. Xchanging's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies.

The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer has been made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer is deemed made solely by CSC Bidco and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, CSC Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Xchanging Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Goldman Sachs and its affiliates will continue to act as exempt principal traders in Xchanging Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel and will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The receipt of cash pursuant to the Offer by a US holder of Xchanging Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Xchanging is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Information relating to Xchanging Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Xchanging Shareholders, persons with information rights and other relevant persons for the receipt of communications from Xchanging may be provided to CSC Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be available on CSC's website (www.csc.com) by no later than 12 noon (London time) on the business day following the publication of this announcement. For the avoidance of doubt, the contents of this website are not incorporated by reference into, and do not form part of, this announcement.