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.

FOR IMMEDIATE RELEASE

5 February 2016

RECOMMENDED CASH OFFER

for

XCHANGING PLC

by

CSC Computer Sciences International Operations Limited

(a wholly owned subsidiary of Computer Sciences Corporation)

Offer Update and Extension of Date for Satisfaction of the Regulatory Conditions to 16 May 2016

On 18 January 2016, CSC Computer Sciences International Operations Limited ("CSC Bidco"), a wholly owned subsidiary of Computer Sciences Corporation ("CSC") announced that its recommended cash offer for Xchanging plc ("Xchanging") (the "Offer") had become unconditional as to acceptances.

As at 3.00 p.m. (London time) on 5 February 2016, CSC Bidco had received valid acceptances of the Offer in respect of 227,464,693 Xchanging Shares, representing approximately 91.78 per cent. of the existing issued share capital of Xchanging. This level of acceptances includes 24,760,355 Xchanging Shares, representing approximately 9.99 per cent. of the existing issued share capital of Xchanging, which CSC Bidco announced on 23 December 2015 it had acquired.

The Code requires that, except with the consent of the Panel, all conditions to the Offer must either be fulfilled or the Offer must lapse within 21 days of the date on which the Offer becomes, or is declared, unconditional as to acceptances which, in the case of the Offer, would have been 5 February 2016. In order to accommodate the review process relating to the Merger Control and Regulatory Approvals (as defined below), CSC Bidco and Xchanging have requested and received the consent of the Panel to extend the date by which the Offer must become or be declared unconditional in all respects in accordance with Rule 31.7 of the Code until 16 May 2016 (and that such date may not be further extended other than with the agreement of CSC, CSC Bidco and Xchanging, as well as with the consent of the Panel).

As a consequence of the Offer having become unconditional as to acceptances, any Xchanging Shareholders who have accepted the Offer or who accept the Offer following the release of this announcement will not be able to withdraw their acceptances. Following the Offer becoming or being declared unconditional in all respects, CSC Bidco commits to pay all consideration to Xchanging Shareholders as soon as practically possible.

CSC Bidco hereby waives all outstanding conditions set out in the Offer Document other than the conditions set out in paragraphs 1(b) and 1(c) of Section A, Part III of the Offer Document. As such, the Offer remains subject only to the conditions set out in paragraphs 1(b) and 1(c) of Section A, Part III of the Offer Document, which state that the Offer is conditional on:

· all necessary notifications and filings having been made and all applicable waiting periods (including any extensions thereof) under the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 (as amended) and the rules and regulations made thereunder having expired, lapsed or been terminated as appropriate in each case in respect of the Offer without a request for additional information having been made by the FTC or the Antitrust Division of the Department of Justice;

· the European Commission taking a decision (or being deemed to have taken a decision) that it shall not initiate proceedings under Article 6(1)(c) of the Council Regulation (EC) 139/2004 (as amended) ("EU Merger Regulation") in relation to the Offer or any matter arising from it;

· if the European Commission makes a referral under Article 9(1) of the EU Merger Regulation to the competent authorities of one or more Member States which operate suspensory merger control regimes, the Offer being granted substantive approval (or being deemed to have been granted such approval) in each such Member State;

· the Financial Conduct Authority ("FCA") having notified in writing any required approval in accordance with Part XII of the Financial Services and Markets Act 2000, as amended ("FSMA") to the proposed acquisition of control over each UK authorised person in the Wider Xchanging Group (as defined in the Offer Document) by CSC Bidco (or being deemed to have given such approval); and

· the competent regulator under section 2c KWG (the German Banking Act) having confirmed in writing that it has no objections to the proposed acquisition of a substantial holding in a German institution supervised under the KWG (German Banking Act) in the Wider Xchanging Group by CSC Bidco (or being deemed to have given no objection),

together, the "Merger Control and Regulatory Approvals".

CSC, CSC Bidco and Xchanging are seeking to expedite the approval process as much as possible.

De-listing

As set out in paragraph 8 of Part II of the Offer Document, if the Offer becomes, or is declared, unconditional in all respects and subject to any applicable requirements of the UK Listing Authority, 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 and of the listing of Xchanging Shares on the premium listing segment of the Official List. Delisting would significantly reduce the liquidity and marketability of any Xchanging Shares not assented to the Offer.

It is also intended that, if CSC Bidco is able to procure the cancellations referred to above, Xchanging will be re-registered as a private company under the relevant provisions of the Companies Act 2006.

Compulsory acquisition

As set out in paragraph 8 of Part II of the Offer Document, if the Offer becomes, or is declared, unconditional in all respects, CSC Bidco also intends to exercise its rights pursuant to section 979 of the Companies Act 2006 to acquire compulsorily the remaining Xchanging Shares.

Actions to be taken

The Offer remains open for acceptance until further notice. Save as set out above or previously disclosed, all of the terms and conditions as outlined in the Offer Document still apply.

· If you hold your Xchanging Shares in certificated form (that is, not in CREST), to accept the Offer 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'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.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

This announcement is made with the agreement of Xchanging.

A hard copy of this announcement will be sent to Xchanging Shareholders.

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.