Xps Pensions Regulatory News (XPS)

6 March 2014

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.

PDJ Bidco Limited

("PDJ Bidco" or "the Company")

Recommended Offer

for the entire issued and to be issued share capital of Expansys plc

Offer Update

Background

On 15 January 2014 the boards of Expansys and PDJ Bidco announced the terms of a recommended offer to be made by PDJ Bidco for the entire issued and to be issued ordinary share capital of Expansys (the "Original Offer"). The full terms of, and conditions to, the Original Offer and the procedure for acceptance were set out in the offer document issued by PDJ Bidco on 12 February 2014 (the "Offer Document").

PDJ Bidco announced on 27 February 2014 a firm intention to make an increased and recommended final offer at 0.65 pence per Expansys Share ("the Increased and Final Offer") which will be posted as soon as practicable.

The first closing date for the Original Offer was 3 p.m. on 5 March 2014. The Original Offer will remain open for acceptance until further notice.

The capitalised terms used in this announcement have the meaning given to them in the Offer Document.

Level of Acceptances

As at 3.00 p.m. on 5 March 2014 (being the first closing date of the Original Offer), PDJ Bidco had received valid acceptances from Expansys Shareholders in respect of 184,858,113 Expansys Shares representing approximately 15.91% of the existing issued ordinary share capital of Expansys.

These acceptances include acceptances received in respect of 17,121,699 Expansys Shares (representing approximately 1.47% of the existing ordinary share capital of Expansys which were subject to irrevocable commitments procured by PDJ Bidco from certain other Expansys Shareholders).

PDJ Bidco also has received irrevocable undertakings to accept the Offer from certain Expansys Shareholders (see table below) for which valid acceptances have not yet been received in respect of a further 4,169,096 Expansys Shares (representing approximately 0.36% of the existing ordinary share capital of Expansys.

No member of the Concert Party has so far accepted the Original Offer.

In addition PDJ Bidco has also received irrevocable undertakings to accept the Increased and Final Offer from Medical Debenture Investments ("MDI") (see table below) for which valid acceptances have not yet been received in respect of a further 117,000,000 Expansys Shares (representing approximately 10.07% of the existing ordinary share capital of Expansys).

Save as disclosed below neither PDJ Bidco nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.

The details of the irrevocable undertakings are as follows:

Future Acceptances

Expansys Shareholders who have not yet accepted the Original Offer, and wish to accept the Increased and Final Offer may wish to await receipt of the Increased and Final Offer document which should be posted shortly and in any event by 27 March 2014. Details of the procedure for doing so will be set out in the Increased and Final Offer Document (including, in the case of certificated Expansys Shares, the Form of Acceptance) to be sent to Expansys Shareholders.

Interests in relevant securities

The interests (all of which are beneficial unless otherwise stated) of the PDJ Bidco Directors

and their respective related parties, in relevant Expansys securities are as follows:

Neither PDJ Bidco nor, so far as PDJ Bidco is aware, any person acting in concert (within the meaning of the City Code) with PDJ Bidco, (a) has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of relevant securities of Expansys, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, or (b) has borrowed or lent any relevant securities of Expansys (save for any borrowed shares which have been either on-lent or sold).

Enquiries:

IMPORTANT INFORMATION

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for PDJ Bidco and no one else in connection with the Offer and will not be responsible to anyone other than PDJ Bidco for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this Announcement.

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) an offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) an offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of the offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

FURTHER INFORMATION

Please be aware that addresses, electronic addresses and certain other information provided by Expansys Shareholders, persons with information rights and other relevant persons for the receipt of communications from Expansys may be provided to PDJ Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code.

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Copies of this announcement will be available free of charge on Expansys' website at www.expansys.plc.uk and at Peter Jones' website at www.peterjones.com by no later than noon (London time) on the day following this announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.