Pre-Annual General Meeting Information • Jan 23, 2018
Pre-Annual General Meeting Information
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THIS DOCUMENT AND THE ACCOMPANYING TENDER FORM AND FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should immediately seek your own professional advice from your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are resident in another jurisdiction, from another appropriately authorised independent financial adviser. All Shareholders are advised to consult their professional advisers regarding their own tax position.
If you sell or have sold or otherwise transferred all of your Ordinary Shares, please send this Circular, together with the accompanying documents (but not any personalised Form of Proxy or Tender Form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be forwarded to or sent in or into any Restricted Jurisdiction. If you sell or have sold part only of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected.
(incorporated in England and Wales with company number 03110569)
and
and
Your attention is drawn to the Letter from the Chairman which is set out in Part I of this Circular. The letter contains a recommendation that you vote in favour of the resolutions to be proposed at the General Meeting referred to below.
Credit Suisse Securities (Europe) Limited, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting as financial adviser and corporate broker to Computacenter and is acting for no one else in connection with the Tender Offer referred to in this document, and Credit Suisse, its affiliates and its and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than Computacenter for providing the protections afforded to their customers nor for providing advice to any other person in relation to the Tender Offer or any other matter referred to or contained in this document.
Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Credit Suisse does not accept any responsibility or liability whatsoever nor make any representation or warranty, express or implied, concerning the contents of this document, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Tender Offer or this Circular. Each of Credit Suisse, its affiliates and their respective directors, officers, employees and agents accordingly disclaims all and any liability of responsibility, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement.
The Tender Offer will close at 3.00 p.m. on 9 February 2018 unless extended by means of an announcement through a Regulatory Information Service and will only be available to Qualifying Shareholders on the Register on the Record Date. The procedure for participating in the Tender Offer is set out in Part III of this Circular. If you hold your Ordinary Shares in certificated form and wish to tender such shares for purchase by Credit Suisse under the Tender Offer, the Tender Form must be completed, signed and returned, together with your share certificate(s) and/or other document(s) of title, in accordance with the instructions printed thereon as soon as possible and, in any event, so as to be received by post or (during normal business hours only) by hand by the Company's Registrars, Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 3.00 p.m. on 9 February 2018. If you hold your Ordinary Shares in uncertificated form, to tender any such Ordinary Shares for purchase by Credit Suisse under the Tender Offer you must make your tender electronically through CREST so that the relevant TTE Instruction(s) settle(s) by no later than 3.00 p.m. on 9 February 2018.
The availability of the Tender Offer to Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should read the paragraph headed "Overseas Shareholders" set out in paragraph 6 of Part III of this Circular and should inform themselves about, and observe, any applicable legal or regulatory requirements.
The Tender Offer is not being made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone and e-mail) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any Restricted Jurisdiction and the Tender Offer cannot be accepted by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Credit Suisse and permitted by applicable law and regulation, neither this Circular nor the accompanying Tender Form and/or any related document is being, nor may it be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed, or sent in, into or from any Restricted Jurisdiction, and persons receiving this Circular, the Tender Form and/or any related document (including, without limitation, trustees, nominees or custodians) must not mail or otherwise forward, distribute or send it in, into or from such Restricted Jurisdiction, as to do so may invalidate any purported acceptance of the Tender Offer. Any person (including, without limitation, trustees, nominees or custodians) who would or otherwise intends to, or who may have a contractual or legal obligation to, forward this Circular, the accompanying Tender Form and/or any related document to any jurisdiction outside the United Kingdom, should seek appropriate advice before taking any action. In any jurisdiction where the securities, "blue sky", or other laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of Credit Suisse by one or more registered brokers or dealers licensed under the laws of such jurisdiction.
Notice of the General Meeting of Computacenter to be held at 9.00 a.m. at Computacenter House, 100 Blackfriars Road, London SE1 8HL, United Kingdom on 12 February 2018 is set out at Part VII this Circular. Shareholders are requested to return the Form of Proxy accompanying this document for use at the General Meeting. To be valid, the Form of Proxy must be completed and signed in accordance with the instructions thereon and returned so as to be received by Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and in any event so as to arrive not later than 9.00 a.m. on 8 February 2018. Alternatively, you may register your proxy appointment or voting directions electronically via the http://www.sharevote.co.uk website not later than 9.00 a.m. on 8 February 2018 (further information regarding the use of this facility is set out in the notes to the Notice of General Meeting in Part VII of this document).
If you hold shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to Equiniti (CREST Participant ID RA19) so that it is received by no later than 9.00 a.m. on 8 February 2018.
Please read the whole of this document. A summary of the action to be taken by Shareholders is set out on pages 9 and 12 of this Circular and in the accompanying Notice of General Meeting. The return of the completed Form of Proxy or the making of a CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person (in substitution for your proxy vote) if you wish to do so and are so entitled.
The Tender Offer will be made in reliance on the exemption provided by Rule 14d-1(c) under the US Securities Exchange Act of 1934, and otherwise in accordance with the requirements of US and English law. Accordingly, the Tender Offer is subject to the legal provisions of England and Wales regarding the implementation and disclosure requirements for such an offer, which differ from those that may normally be applied in the United States, and US Shareholders should read this entire Circular, including Part III of this Circular, which contains important information about Computacenter and the Ordinary Shares. US Shareholders should note that the Ordinary Shares are not listed on a US securities exchange and Computacenter is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
To the extent permitted by applicable law and in accordance with normal UK practice, Credit Suisse and its affiliates may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Credit Suisse acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Exchange Act by virtue of Rule 14e-5(b)(10), such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules. Any information about such purchases will be disclosed as required in the UK and, if required, will be reported via a press release.
Credit Suisse Securities USA (LLC), a registered US broker-dealer affiliate of Credit Suisse, is acting as dealer-manager of the Tender Offer in the United States.
It may be difficult for US Shareholders to enforce their rights and any claims they may have arising under the US federal securities laws in connections with the Tender Offer, since the Company is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US Shareholders in the Company may not be able to sue the Company or its officers or directors in a non-US court for violation of US securities laws.
While the Tender Offer is being made available to Shareholders in the United States, the right to tender Ordinary Shares is not being made available in any jurisdiction in the United States in which the making of the Tender Offer or the right to tender such Ordinary Shares would not be in compliance with the laws of such jurisdiction.
Neither the Securities Exchange Commission nor any US state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of this Circular. Any representation to the contrary is a criminal offence in the United States.
This Circular is dated 23 January 2018
| Page | ||
|---|---|---|
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 4 | |
| PART I | LETTER FROM THE CHAIRMAN OF COMPUTACENTER PLC | 5 |
| PART II | QUESTIONS AND ANSWERS ON THE TENDER OFFER | 14 |
| PART III | DETAILS OF THE TENDER OFFER | 17 |
| PART IV | UNITED KINGDOM TAXATION IN RELATION TO THE TENDER OFFER | 31 |
| PART V | ADDITIONAL INFORMATION | 33 |
| PART VI | DETAILS OF REVISED DIRECTORS' REMUNERATION POLICY | 36 |
| PART VII | NOTICE OF GENERAL MEETING | 37 |
| PART VIII | DEFINITIONS | 40 |
You will find answers to some of the questions most often asked by shareholders about tender offers and the procedure for participating in the Tender Offer in Part II of this Circular. If you have further questions on the Tender Offer, there is a Shareholder Helpline available between the hours of 8.30 a.m. to 5.30 p.m. Monday to Friday (except UK public holidays). The Shareholder Helpline will remain open until 12 March 2018.
The Shareholder Helpline numbers are: 0371 384 2849 from inside the UK or +44 121 415 0264 if calling from overseas. Calls to +44 121 415 0264 from outside the UK are chargeable at the applicable international rates. Please note that calls to these numbers may be monitored or recorded and no advice on the merits of the Tender Offer or any financial, legal or tax advice can or will be given.
| Announcement of the Tender Offer | 23 January 2018 |
|---|---|
| Tender Offer opens | 23 January 2018 |
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
9.00 a.m. on 8 February 2018 |
| Latest time and date for receipt of Tender Forms and share certificates or other documents of title for tendered certificated Ordinary Shares |
3.00 p.m. on 9 February 2018 |
| Latest time and date for settlement of TTE Instructions for tendered uncertificated Ordinary Shares |
3.00 p.m. on 9 February 2018 |
| Record Date for the Tender Offer | 6.00 p.m. on 9 February 2018 |
| General Meeting | 9.00 a.m. on 12 February 2018 |
| Announcement of the results of the Tender Offer | 13 February 2018 |
| CREST accounts credited for revised uncertificated shareholdings of Ordinary Shares (or, in the case of unsuccessful tenders, for entire holdings of Ordinary Shares) |
13 February 2018 |
| Purchase of Ordinary Shares under the Tender Offer | 14 February 2018 |
| CREST accounts credited in respect of Tender Offer proceeds for uncertificated Ordinary Shares |
14 February 2018 |
| Cheques despatched in respect of Tender Offer proceeds for certificated Ordinary Shares |
19 February 2018 |
| Return of share certificates in respect of unsuccessful tenders of certificated Ordinary Shares |
26 February 2018 |
| Despatch of balance share certificates in respect of unsold Ordinary Shares in certificated form |
26 February 2018 |
| Notes: |
(1) All dates are subject to change.
(2) References to time in this document are to London time.
(3) If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
(incorporated in England and Wales with company number 03110569)
Greg Lock* (Chairman) Computacenter plc Mike Norris (Chief Executive) Hatfield Avenue Tony Conophy (Finance Director) Hatfield Peter Ogden* Hertfordshire Philip Hulme* AL10 9TW Regine Stachelhaus* Minnow Powell* Rosalind Rivaz* Philip Yea*
Directors: Registered Office:
* Non-executive 23 January 2018
To: Shareholders
Dear Shareholder
On 25 August 2017, Computacenter announced its interim results for the six-month period ended 30 June 2017, and that it intended to make a one-off return of value to Shareholders of approximately £100 million (the "Return of Value"). The Company subsequently announced on 14 November 2017 that the Return of Value would be undertaken by way of a tender offer for ordinary shares to be launched after the release of its full-year trading update in January 2018, which was released on 22 January 2018. On 23 January 2018, the Company announced further details of the timing and structure of the Return of Value.
The Board has decided that the most appropriate process for effecting the Return of Value is a tender offer for Ordinary Shares. Under the tender offer process, Qualifying Shareholders will be invited to tender for sale some or all of their Ordinary Shares for purchase by Credit Suisse, financial adviser and corporate broker to Computacenter in connection with the Return of Value, at a price (or prices) per Ordinary Share within a range fixed by the Company of 1170 pence (which was the middle market closing price per Ordinary Share on 22 January 2018, being the latest practicable date prior to the publication of the Circular) to 1260 pence (which represents a premium of 7.69 per cent. to that middle market closing price) (referred to as the "Tender Offer"). The terms of the Tender Offer are summarised in paragraph 3 below.
This letter sets out the background to and reasons for the Return of Value and the proposed Tender Offer, certain action to be taken by Shareholders and why the Board believes the Return of Value to be in the best interests of Shareholders as a whole. This letter also gives notice of a General Meeting to be held on 12 February 2018 at which we will seek your approval to effect the Return of Value. Notice of the General Meeting is set out in Part VII of this document.
The Company is also taking the opportunity afforded by the General Meeting to seek your approval of a revised Directors' Remuneration Policy. This approval will rectify an administrative error made in the preparation of the current policy. This approval is not connected with the Return of Value, but the Company wishes to rectify this administrative error at the earliest opportunity. Details of the revised Directors' Remuneration Policy and the rationale for seeking this approval are set out at paragraph 10 below. Credit Suisse is not acting for Computacenter in connection with the approval of the revised Directors' Remuneration Policy.
Shareholders should read the whole of this document and not just rely on the summarised information set out in this letter.
The cash generative nature of Computacenter's business enables the Company to have a consistent dividend policy and to periodically return additional value to shareholders. As stated in the Company's interim results for the six-month period ended 30 June 2017, the Company has a net cash balance in excess of its current needs. While the Company intends to continue to maintain a robust and prudent balance sheet, the Directors believe that it is now appropriate to undertake a return of cash to shareholders.
Computacenter will continue to monitor its balance sheet with the aim of maintaining an efficient capital structure, as it has done historically. Computacenter returned £74.4 million (which equated to approximately 39.0 pence per ordinary share), £75 million (which equated to approximately 48.7 pence per ordinary share) and £100 million (which equated to approximately 71.9 pence per ordinary share) to Shareholders in 2006, 2013 and 2015 respectively, on each occasion by way of a one-off cash return via a B share structure.
The B share structures previously implemented by Computacenter each afforded shareholders the choice of receiving the return of value as income or capital for taxation purposes in the United Kingdom. The UK Finance Act 2015 introduced changes to the taxation of B share structures which result in income tax treatment being applied to the use of a B share scheme that offers shareholders such a choice between income or capital treatment. As a result, the Company is not able to implement the proposed Return of Value by way of the same B share structure as it has done previously and the Board has instead decided to proceed with the Tender Offer for the reasons set out below.
The Board has decided to proceed with the Return of Value in the manner described in this letter because, like the previous B share schemes implemented by the Company, the Tender Offer allows all Shareholders to participate on a pro rata basis if they wish, but it also provides additional flexibility to Shareholders as described below.
The benefits of the Tender Offer to Shareholders as a whole are that:
As at the date of this Circular, it is proposed that up to 8,547,008 Ordinary Shares be purchased under the Tender Offer (assuming the Strike Price is set at the Minimum Price), representing approximately 6.97 per cent. of the issued share capital of Computacenter, for a maximum aggregate cash consideration of £100 million. Based on the middle market closing price per Ordinary Share on 22 January 2018, the maximum aggregate cash consideration of £100 million also represents 6.97 per cent. of the Company's market capitalisation.
All Qualifying Shareholders will be entitled to tender some or all of their Ordinary Shares to be purchased by Credit Suisse. Shareholders may tender their Ordinary Shares for sale at a price (or prices) within the Price Range. Subject to satisfaction of the conditions to the Tender Offer, Credit Suisse will purchase all Ordinary Shares successfully tendered under the Tender Offer at a single price per Ordinary Share (referred to as the "Strike Price"), which will be determined at the end of the Tender Offer period in accordance with the mechanism set out below.
The Tender Offer is being made available to all Qualifying Shareholders who are on the Register at 6.00 p.m. on 9 February 2018 (referred to as the "Record Date").
The Tender Offer is to be effected by Credit Suisse (acting as principal and not as agent, nominee or trustee) purchasing Ordinary Shares from Shareholders. Credit Suisse, in turn, has the right to require the Company to purchase from it, and can be required by the Company to sell to it, such Ordinary Shares at the Strike Price under an option agreement (the "Option Agreement"), details of which are set out in paragraph 4 of Part V of this Circular. Any Ordinary Shares purchased by the Company from Credit Suisse pursuant to the Option Agreement will be held in treasury and will not rank for any future dividends and no voting rights will be exercised in respect of such Ordinary Shares.
Qualifying Shareholders who wish to participate in the Tender Offer can tender their Ordinary Shares in the following ways:
Once made, any tender of Ordinary Shares will be irrevocable. Any tender other than a Strike Price Tender must be expressed as a whole number of Ordinary Shares at one of the share prices within the Price Range indicated on the Tender Form (in the case of certificated Ordinary Shares) or as explained in paragraph 3.3 of Part III of this Circular (in the case of uncertificated Ordinary Shares).
The Tender Offer will close at 3.00 p.m. on 9 February 2018 and tenders received after that time will not be accepted (unless the Closing Date is extended).
A single price per Ordinary Share will be paid in respect of all Ordinary Shares purchased by Credit Suisse pursuant to the Tender Offer, being the Strike Price.
If the Tender Offer is oversubscribed, the Strike Price will be the lowest price per Ordinary Share in the Price Range that will allow Credit Suisse to purchase Ordinary Shares for a total cost nearest to but (after applying the scaling back referred to below) not exceeding £100 million. If the Tender Offer is undersubscribed (that is, the aggregate value of all Ordinary Shares validly tendered by Shareholders (including all Strike Price Tenders) at the highest price within the Price Range at which a valid Tender is made is less than £100 million), the Strike Price will be highest price within the Price Range at which a valid Tender is made.
If the aggregate value at the Strike Price of all validly tendered Ordinary Shares is £100 million or less, then all Ordinary Shares validly tendered will be accepted and purchased at the Strike Price.
In the event that the aggregate value at the Strike Price of all validly tendered Ordinary Shares exceeds £100 million, not all of the Ordinary Shares validly tendered will be accepted and purchased and the priority of acceptances will depend on whether the Strike Price is at or above the Minimum Price:
Successfully tendered Ordinary Shares will be purchased free of commissions and dealing charges. Any Ordinary Shares purchased by the Company from Credit Suisse pursuant to the Option Agreement will be held in treasury and will not rank for any future dividends and no voting rights will be exercised in respect of such Ordinary Shares. Any rights of Shareholders who choose not to tender their Ordinary Shares will be unaffected.
The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price. Tenders in respect of up to approximately 7.06 per cent.1 of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Minimum Price and will not be scaled down, provided that such Ordinary Shares are validly tendered as Strike Price Tenders or at the Minimum Price. This percentage is known as the "Guaranteed Entitlement". For the avoidance of doubt, if the Strike Price is above the Minimum Price all Ordinary Shares that are validly tendered as Strike Price Tenders or at the Minimum Price will be accepted in full.
Qualifying Shareholders may tender Ordinary Shares in excess of their Guaranteed Entitlement. However, if the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price, the tender of such excess Ordinary Shares will only be successful to the extent that other Shareholders have tendered less than their Guaranteed Entitlement at the Minimum Price or as a Strike Price Tender.
The Tender Offer is conditional on, among other things, the passing of the Tender Offer Resolution set out in the Notice of General Meeting. The Tender Offer is also conditional on, among other things, receipt of valid tenders in respect of at least 1,226,880 Ordinary Shares (representing approximately 1 per cent. of the Company's issued share capital as at 22 January 2018, being the latest practicable date prior to the publication this Circular) by 3.00 p.m. on the Closing Date and the other conditions specified in Part III of this Circular.
The Board has reserved the right, at any time prior to the announcement of the results of the Tender Offer, to require Credit Suisse not to proceed with the Tender Offer if it concludes that the implementation of the Tender Offer is no longer in the interests of the Company and/or Shareholders as a whole. The Board has also reserved the right, at any time prior to the announcement of the results of the Tender Offer, with the prior consent of Credit Suisse, to revise the aggregate value of the Tender Offer, or to extend the period during which the Tender Offer is open, based on market conditions and/or other factors, subject to compliance with applicable legal and regulatory requirements.
To the extent that the Tender Offer is undersubscribed at the Strike Price and the full £100 million is not returned to Ordinary Shareholders, the Board will consider the best available use for the remaining cash.
Full details of the Tender Offer, including the terms and conditions on which it is made, are set out in Part III of this Circular. Some questions and answers related to the Tender Offer are set out in Part II of this Circular.
Qualifying Shareholders are not obliged to tender any of their Ordinary Shares if they do not wish to do so. If no action is taken by Qualifying Shareholders there will be no change to the number of Ordinary Shares they hold and they will receive no cash as a result of the Tender Offer. You should read the whole of this Circular and not rely solely on the information in this letter. Shareholders should refer to paragraph 12 below, and to the full details of the applicable procedures and related timings set out in Part III of this Circular, for the action to be taken in respect of the Tender Offer.
The Board is making no recommendation to Shareholders in relation to their participation in the Tender Offer itself or the Strike Price. Whether or not Shareholders decide to tender all or any of
1 The exact Guaranteed Entitlement percentage is 7.05826458 per cent.
their Ordinary Shares will depend on, among other things, their view of Computacenter's prospects and their own individual circumstances, including their tax position. Shareholders need to make their own decision and are recommended to consult a duly authorised independent adviser.
Each of:
has irrevocably undertaken to tender a number of Ordinary Shares equivalent to their Guaranteed Entitlement as a Strike Price Tender.
The Hadley Trust, a charitable trust of which Philip Hulme is a trustee, has irrevocably undertaken to tender 2,500,000 Ordinary Shares (equivalent to approximately 4.9 times its Guaranteed Entitlement) as a Strike Price Tender. The Greg and Rosie Lock Charitable Foundation Trust, a charitable trust of which Greg Lock is a trustee, has irrevocably undertaken to tender 80,000 Ordinary Shares (equivalent to approximately 9.4 times its Guaranteed Entitlement) as a Strike Price Tender.
Each of these Shareholders will therefore receive the price that is determined (under the terms of the Tender Offer) to be the Strike Price in respect of their Guaranteed Entitlement or, in the case of the Hadley Trust and the Greg and Rosie Lock Charitable Foundation Trust, in respect of at least their Guaranteed Entitlement (their tenders being subject to scaling back in the event that the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price).
As at the Record Date, the total number of Ordinary Shares the subject of these irrevocable undertakings will be approximately 5,845,292, which is equivalent to approximately 4.76 per cent. of the Company's total issued share capital as at 22 January 2018, being the latest practicable date prior to the publication of this Circular and is equivalent to approximately 68.39 per cent. of the maximum number of Ordinary Shares that may be accepted under the Tender Offer.
Further details of the irrevocable undertakings and of the interests held by the Participating Directors, their closely associated persons and their Associated Trusts are set out in paragraph 2 of Part V of this document.
The other non-executive Directors of the Company, being Regine Stachelhaus, Minnow Powell, Rosalind Rivaz and Philip Yea, have not entered into any irrevocable undertakings with respect to, and do not intend to participate in, the Tender Offer.
Estera Trust (Jersey) Limited, the trustee of Computacenter's 2011 Employee Benefit Trust, has irrevocably undertaken not to participate in the Tender Offer with respect to its holding of 1,588,994 Ordinary Shares (equivalent to approximately 1.30 per cent. of the Company's total issued share capital) as at 22 January 2018, being the latest practicable date prior to the publication of this Circular.
A general authority to buy back up to a maximum of 12,268,797 Ordinary Shares, representing approximately 10 per cent. of the Company's issued share capital, was sought and approved at the Company's last AGM held on 4 May 2017. As at 22 January 2018, being the latest practicable date prior to the publication of this Circular, the Company had not bought back any of its Ordinary Shares under this authority.
The Board intends to restrict its use of the authority granted to the Company at the AGM held on 4 May 2017 to market purchases of Ordinary Shares representing a maximum of 10 per cent. of the Company's issued share capital, calculated on the basis of the Company's issued share capital after completion of the Tender Offer.
The Company released its full-year trading update on 22 January 2018 based on its preliminary unaudited financial information for the year ended 31 December 2017. The trading update is available at www.computacenter.com/investors.
The Board intends to maintain the Company's dividend policy following the Return of Value, which states that the total dividend paid will result in a dividend cover of 2 to 2.5 times adjusted diluted earnings per share (as set out in more detail in the Company's 2016 Annual Report).
A guide to certain UK tax consequences of the Tender Offer for Shareholders under current UK law and HM Revenue & Customs published practice is set out in Part IV of this Circular.
Shareholders who are subject to tax in a jurisdiction other than the UK, or who are in any doubt as to the potential tax consequences of tendering their Ordinary Shares under the Tender Offer, are strongly recommended to consult their own independent professional advisers before tendering their Ordinary Shares under the Tender Offer.
The attention of Overseas Shareholders is drawn to paragraph 6 of Part III of this Circular.
Under the Companies Act 2006, shareholder approval must be sought for the Directors' Remuneration Policy at least every three years. The Directors' Remuneration Policy sets out the Company's future policy on Directors' remuneration. Once approved by shareholders, the Company may only make remuneration payments to current or former Directors that are consistent with the policy. The current Directors' Remuneration Policy is set out in the 2016 Annual Report and Accounts and was approved by shareholders at the Annual General Meeting in May 2017.
Unfortunately, due to an administrative error, details of the benefits which Directors can receive were omitted from the current Directors' Remuneration Policy. Those benefits were to have been the same as those which were available under the preceding policy. The current policy allows the Company to honour commitments made under the previous policy to pay for benefits. As a result of the omission, since the AGM in May 2017 the Company has not paid for benefits to which Directors were previously entitled, except where the Company is permitted to honour commitments made under the preceding policy.
In order to rectify this administrative error, the Board has approved a revised Directors' Remuneration Policy, which will be put to shareholders for approval by ordinary resolution at the General Meeting. This approval is not connected with or conditional on the Return of Value, but the Company wishes to rectify this administrative error at the earliest opportunity.
The revised Directors' Remuneration Policy includes the benefits table omitted from the current Directors' Remuneration Policy and is the same in all other respects as the current policy. The full text of the revised Directors' Remuneration Policy is available on our website at www.computacenter.com/investors and the benefits table is reproduced in Part VI of this document.
The Tender Offer is conditional on passing of the Tender Offer Resolution at the General Meeting. Accordingly, a notice convening the General Meeting to be held at Computacenter House, 100 Blackfriars Road, London SE1 8HL, United Kingdom at 9.00 a.m. on 12 February 2018 is set out in Part VII of this document.
The Tender Offer Resolution to be proposed at the General Meeting is a special resolution to seek authority to make market purchases of Ordinary Shares in connection with the Tender Offer. The Tender Offer Resolution specifies the maximum number of Ordinary Shares which may be acquired pursuant to this authority and the maximum and minimum prices at which Ordinary Shares may be bought pursuant to the Tender Offer. The authority sought will expire on 12 July 2018.
The second resolution to be proposed at the General Meeting is an ordinary resolution to approve the revised Directors' Remuneration Policy, details of which are set out in paragraph 10 above.
Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not you propose to attend the meeting, you are requested to submit a CREST Proxy Instruction or complete and sign the enclosed Form of Proxy and return it, in accordance with the instructions printed on it, to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received as soon as possible, and in any event by not later than 9.00 a.m. on 8 February 2018. The Form of Proxy can be posted free of charge from inside the United Kingdom. If you have registered for electronic communication, you may complete the proxy form online via your portfolio at www.shareview.co.uk or, if you have not registered for electronic communication, by completing it at www.sharevote.co.uk so that, in each case, the proxy form is received by Equiniti by no later than 9.00 a.m. on 8 February 2018.
Submission of a CREST Proxy Instruction or completion and return of the Form of Proxy will not prevent you from attending the General Meeting and voting in person should you wish to do so.
If you have any questions relating to this document and/or the completion and return of the Form of Proxy, an electronic appointment of a proxy or a CREST Proxy Instruction, please contact Equiniti on 0371 384 2849 (or +44 121 415 0264 if calling from overseas). The helpline is available between the hours of 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK public holidays) and will remain open until 12 March 2018 (or such later date as the Directors determine). Calls to +44 121 415 0264 from outside the UK are chargeable at the applicable international rates. Please note that calls to these numbers may be monitored or recorded and no advice on the merits of the Transaction or the Return of Value or any financial, legal or tax advice can or will be given.
Those Shareholders who wish to tender Ordinary Shares should note that the procedure for doing so depends on whether your Ordinary Shares are held in certificated or uncertificated form and is summarised below. Full details of applicable procedures and related timings are set out in Part III of this Circular.
Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to tender all or any of their Ordinary Shares should complete a Tender Form in accordance with the instructions printed thereon (including a witnessed signature) and set out in Part III of this Circular, and return it, together with their share certificate(s) and/or other document(s) of title, as soon as possible, and in any event, so as to be received by post or (during normal business hours only) by hand by the Company's Registrars, Corporate Actions, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, by no later than 3.00 p.m. on 9 February 2018.
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form and who wish to tender all or any of their Ordinary Shares should tender electronically through CREST so that the TTE Instruction settles by no later than 3.00 p.m. on 9 February 2018.
The CREST Manual may also assist you in making a TTE Instruction.
Shareholders who do not wish to sell any Ordinary Shares under the Tender Offer should take no action in relation to the Tender Form and should not make any TTE Instruction.
The Directors are of the opinion that the Tender Offer and the approval of the revised Directors' Remuneration Policy are in the best interests of Shareholders as a whole. Accordingly, the Board recommends that Shareholders vote in favour of the Tender Offer Resolution and the ordinary resolution to approve the revised Directors' Remuneration Policy to be proposed at the General Meeting, as the Directors intend to do in respect of their own interests (both beneficial and non-beneficial), amounting to 53,594,096 Ordinary Shares, representing approximately 43.68 per cent. of the issued share capital of the Company as at 22 January 2018.
The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself or the Strike Price. Whether or not Shareholders decide to tender all or any of their Ordinary Shares will depend on, among other things, their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders need to take their own decision and are recommended to consult their duly authorised independent advisers.
The intentions of the Directors to tender their Ordinary Shares through the Tender Offer are set out in paragraph 4 of this Part I above.
Yours sincerely
Greg Lock (Chairman)
To help you understand what is involved in the Tender Offer we have prepared some questions and answers. You should read the whole of this Circular and not rely solely on the summary information in this Part II. Part I of the Circular contains a letter from the Chairman in relation to the Tender Offer, and Part III of this Circular sets out the detailed terms and conditions of the Tender Offer. In the event of any inconsistency between the contents of this Part II and the terms and conditions set out in Part III of this Circular, the terms and conditions set out in Part III of this Circular shall prevail.
The Tender Offer is the method by which the Company intends to repurchase its own Ordinary Shares up to a maximum cost of £100 million. Shareholders are given the opportunity to tender their Ordinary Shares for cash to Credit Suisse (acting as principal), which will acquire successfully tendered Ordinary Shares at the Strike Price and then sell them to the Company at the same price.
Qualifying Shareholders who hold their Ordinary Shares in certificated form should receive:
Qualifying Shareholders who hold their Ordinary Shares in uncertificated form (i.e. in CREST) should only receive this Circular and the Form of Proxy.
If you have not received any of the documents listed please call the Shareholder Helpline, details of which are set out at the front of this Circular.
As the Tender Offer requires the approval of Shareholders, a general meeting of the Company has been convened for 9.00 a.m. on 12 February 2018 at Computacenter House, 100 Blackfriars Road, London SE1 8HL, United Kingdom. The shareholder resolution being proposed at the General Meeting will require a majority of 75 per cent. or more of the votes cast in order to be passed.
All Shareholders are entitled to attend and vote at the General Meeting. Shareholders have a choice whether to attend the meeting. If you choose not to attend, we would encourage you to exercise your right to vote at the meeting by signing and returning the enclosed Form of Proxy so that it is received by the Company's Registrars, Equiniti, by no later than 9.00 a.m. on 8 February 2018.
You should make your own decision as to whether or not you participate in the Tender Offer and are recommended to consult an appropriate independent adviser. The Board makes no recommendation to Shareholders in relation to participation in the Tender Offer itself or the Strike Price. Whether or not you decide to tender all or any of your Ordinary Shares will depend on, among other things, your view of the Company's prospects and your own individual circumstances, including your tax position. It cannot be certain whether the Strike Price will be greater or less than the price at which Ordinary Shares could be sold in the market at any time.
First, we would encourage you to sign and return the Form of Proxy to vote on the Tender Offer process. Secondly, you should consider whether you want to tender all or any of your Ordinary Shares.
If you decide to tender Ordinary Shares and you hold those shares in certificated form, you will need to return the enclosed Tender Form, completed, signed and witnessed, together with your Computacenter share certificate(s) and/or other document(s) of title. Completed Tender Forms (along with your share certificate(s) and/or other document(s) of title) should be submitted to Equiniti by no later than 3.00 p.m. on 9 February 2018, as set out in paragraph 3.2 of Part III of this Circular.
If you decide to tender Ordinary Shares and you hold those shares in uncertificated form, you should read paragraph 3.3 of Part III of this Circular which details specific procedures applicable to the holders of uncertificated Ordinary Shares.
No, you are not obliged to tender any of your Ordinary Shares. If you choose not to tender your Ordinary Shares under the Tender Offer, your holding will be unaffected, save for the fact that, assuming the successful completion of the Tender Offer and subsequent repurchase of Ordinary Shares by the Company, you will end up owning a greater percentage of the issued ordinary share capital of the Company (excluding treasury shares owned by the Company) than you did before the Tender Offer as there will be fewer Ordinary Shares in issue after completion of the Tender Offer and subsequent repurchase of Ordinary Shares. The same may apply if you tender Ordinary Shares unsuccessfully.
For the avoidance of doubt, Ordinary Shares may be traded in the normal way during the Tender Offer period.
The Tender Offer is open to both private and institutional Shareholders alike who are on the Register on the Record Date. Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the information set out in paragraph 6 of Part III of this Circular.
All Ordinary Shares sold in the Tender Offer will receive the same price.
If the Tender Offer is oversubscribed, the Strike Price will be the lowest price per Ordinary Share in the Price Range that will allow Credit Suisse to purchase Ordinary Shares for a total cost nearest to but (after applying scaling) not exceeding £100 million. If the Tender Offer is undersubscribed (that is, the aggregate value of all Ordinary Shares validly tendered by Shareholders (including all Strike Price Tenders) at the highest price within the Price Range at which a valid Tender is made is less than £100 million), the Strike Price will be highest price within the Price Range at which a valid Tender is made. All Shareholders who successfully tender Ordinary Shares will receive the Strike Price per Ordinary Share for each share that they successfully tender.
Under the expected timetable of events set out on page 4 of this Circular, it is anticipated that a cheque would be despatched to you for the proceeds of any sale on 19 February 2018. CREST account holders would have their CREST accounts credited on 14 February 2018.
The Guaranteed Entitlement is only relevant if the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price. Tenders in respect of up to approximately 7.06 per cent. of each holding of Ordinary Shares of every Qualifying Shareholder on the Record Date will be accepted in full at the Minimum Price and will not be scaled down, provided that such Ordinary Shares are validly tendered as Strike Price Tenders or at the Minimum Price.
Please forward this Circular, together with the accompanying documents (but not any personalised Form of Proxy or Tender Form), at once to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, those documents should not be forwarded to or sent in or into any Restricted Jurisdiction.
Options which remain unexercised on the Record Date do not entitle the holders of such options to participate in the Tender Offer. The Tender Offer will not affect the legal rights of the holders of such options.
You will need to provide a letter of indemnity to the Company, a template for which can be obtained by writing to the Company's Registrars, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or by contacting them on the Shareholder Helpline, details of which are set out at the front of this Circular. You will then need to return it, duly completed, to Equiniti with your Tender Form.
Shareholders resident outside the UK, or who are nationals or citizens of jurisdictions other than the UK, should read the additional information set out in paragraph 6 of Part III of this Circular as there may be legal and regulatory restrictions on such shareholders participating in the Tender Offer.
For legal reasons we are unable to offer Shareholders who are resident in any Restricted Jurisdiction the ability to participate in the Tender Offer.
If you have read this Circular and still have questions, please telephone the Shareholder Helpline, details of which are set out on page 3 of this Circular.
Qualifying Shareholders on the Register on the Record Date are hereby invited to tender Ordinary Shares for purchase by Credit Suisse on the terms and subject to the conditions set out in this Circular and, in the case of Qualifying Shareholders holding certificated Ordinary Shares, the accompanying Tender Form.
Shareholders do not have to tender any Ordinary Shares if they do not wish to do so. The rights of Shareholders who choose not to tender their Ordinary Shares will be unaffected.
In accordance with the terms of the Option Agreement:
Under the Option Agreement and pursuant to the Tender Offer generally, Credit Suisse will act as principal and not as agent, nominee or trustee.
Credit Suisse will not purchase the Ordinary Shares pursuant to the Tender Offer unless the Conditions have been satisfied. The Conditions may not be waived by Credit Suisse. Subject to paragraph 2.27 below, if the Conditions are not satisfied by 7.00 a.m. on 13 February 2018 (or such later time and/or date as the Company may, with the consent of Credit Suisse, determine and announce via a Regulatory Information Service), the Tender Offer will lapse.
(C) as a tender at more than one of the prices within the Price Range (including, if desired, a Strike Price Tender).
Tenders other than Strike Price Tenders must be expressed as a whole number of Ordinary Shares at one of the prices within the Price Range indicated on the Tender Form (in the case of certificated Ordinary Shares) or as explained in paragraph 3.3 of this Part III (in the case of uncertificated Ordinary Shares).
The total number of Ordinary Shares tendered by any Qualifying Shareholder at price(s) in the Price Range and/or as Strike Price Tenders must not exceed the total number of Ordinary Shares registered in the name of that Qualifying Shareholder on the Record Date.
The Company intends to hold such Ordinary Shares acquired by it under the Option Agreement in treasury and such Ordinary Shares will not rank for any future dividends and no voting rights will be exercised in respect of such Ordinary Shares.
the person entitled thereto. If the Tender Offer does not become unconditional and lapses or is withdrawn:
2.17 If the aggregate value at the Strike Price of all validly tendered Ordinary Shares exceeds £100,000,000, not all of the Ordinary Shares validly tendered will be accepted and purchased. In these circumstances, tenders will be accepted (or, as the case may be, rejected) as follows:
(A) If the aggregate value at the Strike Price of all validly tendered Ordinary Shares exceeds £100,000,000 and the Strike Price is above the Minimum Price, tenders will be accepted (or, as the case may be, rejected) in the following order:
1 The exact Guaranteed Entitlement percentage is 7.05826458 per cent.
If you hold Ordinary Shares in certificated form, you may only tender such Ordinary Shares by completing and returning the Tender Form in accordance with the instructions set out in paragraph 3.2 below and the instructions printed on the form itself.
If you hold Ordinary Shares in certificated form, but under different designations, you should complete a separate Tender Form in respect of each designation. Additional Tender Forms are available from Equiniti by calling the Shareholder Helpline, details of which are set out on page 3 of this Circular.
If you hold Ordinary Shares in uncertificated form, you may only tender such Ordinary Shares by TTE Instruction in accordance with the procedures set out in paragraph 3.3 below and, if those Ordinary Shares are held under different member account IDs, you should send a separate TTE Instruction for each member account ID.
To tender your Ordinary Shares held in certificated form you must complete, sign and have witnessed the Tender Form as appropriate.
The completed, signed and witnessed Tender Form should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) or by hand during normal business hours to the Receiving Agent, Corporate Actions, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received not later than 3.00 p.m. on 9 February 2018. No tenders received after that time will be accepted (unless the Closing Date is extended). No acknowledgement of receipt of documents will be given. Any Tender Form received in an envelope postmarked in any Restricted Jurisdiction or otherwise appearing to Credit Suisse or its agents to have been sent from any Restricted Jurisdiction may be rejected as an invalid tender. For further information on Overseas Shareholders, see the paragraph headed "Overseas Shareholders" below.
The completed and signed Tender Form should be accompanied, where possible, by the relevant share certificate(s) and/or other document(s) of title.
If your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above together with any share certificate(s) and/or document(s) of title that you may have available.
In respect of those Ordinary Shares for which your share certificate(s) and/or other document(s) of title is/are unavailable and you have been sent a Tender Form, a letter of indemnity can be obtained by writing to Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or contacting them on the Shareholder Helpline, details of which are set out on page 3 of this Circular. If a separate letter of indemnity is completed, this should be returned with the Tender Form as described above so as to be received by the Receiving Agent, Corporate Actions, Equiniti at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA not later than 3.00 p.m. on 9 February 2018.
Where you have completed and returned a letter of indemnity in respect of unavailable share certificate(s) and/or other document(s) of title and you subsequently find or obtain the relevant share certificate(s) and/or other document(s) of title, you should immediately send it/them by hand or by post to the Receiving Agent, Corporate Actions, Equiniti, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
If your Ordinary Shares are held in uncertificated form, to tender such shares you should take (or procure the taking of) the action set out below to transfer (by means of a TTE Instruction) the number of Ordinary Shares which you wish to tender under the Tender Offer to the appropriate escrow account, specifying Equiniti (in its capacity as a CREST participant under the relevant participant ID(s) and member account ID(s) referred to below) as the Escrow Agent, as soon as possible and in any event so that the TTE Instruction settles by no later than 3.00 p.m. on 9 February 2018. Please note that settlement cannot take place on weekends or bank holidays (or other times at which the CREST system is nonoperational) and you should therefore ensure you time the input of any TTE Instructions accordingly.
The input and settlement of a TTE Instruction in accordance with this paragraph 3.3 shall constitute an offer to sell the number of Ordinary Shares at the price(s) indicated on the terms of the Tender Offer, by transferring such shares to the relevant escrow account as detailed in paragraph 3.3(v) below (an "Electronic Tender").
If you are a CREST sponsored member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your Ordinary Shares are held. In addition, only your CREST Sponsor will be able to send the TTE Instruction to Euroclear in relation to the Ordinary Shares which you wish to tender.
After settlement of a TTE Instruction, you will not be able to access in CREST for any transaction or charging purposes the Ordinary Shares the subject of such TTE Instruction, notwithstanding that they will be held by Equiniti as your agent until completion or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, Equiniti will transfer the successfully tendered Ordinary Shares to itself as the agent of Credit Suisse, returning any Ordinary Shares not successfully tendered in the Tender Offer to you.
You are recommended to refer to the CREST Manual for further information on the CREST procedures outlined below.
You should note that Euroclear does not make available special procedures for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or your CREST Sponsor) to enable a TTE Instruction relating to your Ordinary Shares to settle prior to 3.00 p.m. on 9 February 2018. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
To tender Ordinary Shares in uncertificated form you should send (or if you are a CREST sponsored member, procure your CREST Sponsor sends) to Euroclear a TTE Instruction in relation to such Ordinary Shares.
A TTE Instruction to Euroclear must be properly authenticated in accordance with Euroclear's specifications for transfers to escrow and must contain the following additional details:
The following table sets out the different escrow accounts by price range and the relevant participant ID and member account ID for each price.
| Member | ||
|---|---|---|
| Tender at price (pence) | Participant ID | account ID |
| Strike Price | 6RA98 | COTNDRSP |
| 1170 | 6RA98 | CTDR 1170 |
| 1180 | 6RA98 | CTDR 1180 |
| 1190 | 6RA98 | CTDR 1190 |
| 1200 | 6RA98 | CTDR 1200 |
| 1210 | 6RA98 | CTDR 1210 |
| 1220 | 6RA98 | CTDR 1220 |
| 1230 | 6RA98 | CTDR 1230 |
| 1240 | 6RA98 | CTDR 1240 |
| 1250 | 6RA98 | CTDR 1250 |
| 1260 | 6RA98 | CTDR 1260 |
Normal CREST procedures (including timings) apply in relation to any Ordinary Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Ordinary Shares or otherwise). Shareholders who are proposing to convert any such Ordinary Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Ordinary Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of share certificates and/or other documents of title or transfers to an escrow balance as described above) prior to 3.00 p.m. on 9 February 2018.
Notwithstanding the powers in paragraph 2.22 of this Part III, Credit Suisse reserves the right to treat as valid only Tender Forms which are received entirely in order by 3.00 p.m. on 9 February 2018 and which are accompanied by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof in respect of the entire number of Ordinary Shares tendered. The Record Date for the Tender Offer is at 6.00 p.m. on 9 February 2018 (unless extended by means of an announcement through a Regulatory Information Service).
A Tender Form which is received in respect of Ordinary Shares held in uncertificated form will not constitute a valid tender and will be disregarded. Holders of Ordinary Shares in uncertificated form who wish to tender such shares should note that a TTE Instruction will only be a valid tender as at 9 February 2018 if it has settled on or before 3.00 p.m. on that date.
An appropriate announcement will be made if any of the details contained in this paragraph 3.5(B) are altered.
(C) General
Notwithstanding the completion of a valid Tender Form or settlement of a TTE Instruction, as applicable, the Tender Offer may lapse in accordance with the Conditions set out in this Part III or be withdrawn.
The decision of Credit Suisse as to which Ordinary Shares have been validly tendered shall be conclusive and binding on all Shareholders.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for making an Electronic Tender, please telephone the Shareholder Helpline, details of which are set out on page 3 of this Circular. You are reminded that, if you are a CREST sponsored member, you should contact your CREST Sponsor before taking any action.
Shareholders should note that, once their Ordinary Shares are tendered, they may not be sold, transferred, charged or otherwise disposed of.
Settlement of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by Credit Suisse will be made as follows.
(A) Ordinary Shares held in certificated form
Where an accepted tender relates to Ordinary Shares held in certificated form, cheques for the consideration due will be despatched on 19 February 2018 by the Receiving Agent by first class post to the person or agent whose name and address (outside a Restricted Jurisdiction) is set out in Box 1 or, if applicable, Box 4 of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the address of the first named. All payments will be made in Sterling by cheque drawn on a branch of a UK clearing bank.
(B) Ordinary Shares held in uncertificated form
Where an accepted tender relates to Ordinary Shares held in uncertificated form, the consideration due will be paid on 14 February 2018 by means of CREST by Equiniti (acting on behalf of Credit Suisse) procuring that a CREST payment is made in favour of the tendering Shareholder's payment bank in accordance with the CREST payment arrangements.
Each Shareholder by whom, or on whose behalf, a Tender Form is executed irrevocably undertakes, represents, warrants and agrees to and with Credit Suisse (for itself and on behalf of Computacenter) (so as to bind him, his personal representatives, heirs, successors and assigns) that:
mailed or otherwise sent in, into or from a Restricted Jurisdiction and such Shareholder is accepting the Tender Offer from outside a Restricted Jurisdiction;
Each Shareholder to which this paragraph 4 applies hereby consents to the assignment by Credit Suisse of all such benefit as Credit Suisse may have in any covenants, representations and warranties in respect of the Ordinary Shares which are successfully tendered under the Tender Offer.
A reference in this paragraph to a Shareholder includes a reference to the person or persons executing the Tender Form and in the event of more than one person executing a Tender Form, the provisions of this paragraph will apply to them jointly and severally.
Each Shareholder by whom, or on whose behalf, an Electronic Tender is made irrevocably undertakes, represents, warrants and agrees to and with Credit Suisse (for itself and on behalf of Computacenter) (so as to bind him, his personal representatives, heirs, successors and assigns) that:
(D) such Shareholder agrees to ratify and confirm each and every act or thing which may be done or effected by Credit Suisse or any of its directors or any person nominated by Credit Suisse in the proper exercise of its or his or her powers and/or authorities hereunder;
(E) such Shareholder shall do all such acts and things as shall be necessary or expedient and execute any additional documents deemed by Credit Suisse to be desirable, in each case to complete the purchase of the Ordinary Shares and/or to perfect any of the authorities expressed to be given hereunder;
Each Shareholder to which this paragraph 5 applies hereby consents to the assignment by Credit Suisse of all such benefit as Credit Suisse may have in any covenants, representations and warranties in respect of the Ordinary Shares which are successfully tendered under the Tender Offer.
citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any such Shareholder wishing to tender Ordinary Shares to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Shareholder will be responsible for payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Credit Suisse and Computacenter and any person acting on their behalf shall be fully indemnified and held harmless by such Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay. No steps have been taken to qualify the Tender Offer or to authorise the extending of the Tender Offer or the distribution of the Tender Form in any territory outside the United Kingdom.
IN VIEW OF THE NUMBER OF DIFFERENT JURISDICTIONS WHERE TAX LAWS MAY APPLY TO A SHAREHOLDER, THIS CIRCULAR DOES NOT DISCUSS ANY TAX CONSEQUENCES TO SHAREHOLDERS WHO SELL ORDINARY SHARES IN THE TENDER OFFER OTHER THAN THE CONSEQUENCES WITH REGARDS TO UNITED KINGDOM TAXATION SET OUT IN THIS PART IV. SHAREHOLDERS AND PROSPECTIVE SHAREHOLDERS WHO ARE IN ANY DOUBT ABOUT THEIR TAX POSITION, OR WHO ARE TAX RESIDENT OR OTHERWISE SUBJECT TO TAXATION IN A JURISDICTION OUTSIDE THE UNITED KINGDOM, SHOULD CONSULT THEIR OWN PROFESSIONAL ADVISERS IMMEDIATELY. SHAREHOLDERS ARE LIABLE FOR THEIR OWN TAXES AND HAVE NO RECOURSE TO THE COMPANY, CREDIT SUISSE OR THE RECEIVING AGENT WITH RESPECT TO TAXES ARISING IN CONNECTION WITH THE TENDER OFFER.
THE FOLLOWING COMMENTS DO NOT CONSTITUTE TAX ADVICE AND ARE INTENDED ONLY AS A GENERAL GUIDE TO CURRENT UNITED KINGDOM LAW AND H.M. REVENUE & CUSTOMS' PUBLISHED PRACTICE (WHICH MAY NOT BE BINDING ON HM REVENUE & CUSTOMS) AS AT THE DATE OF THIS DOCUMENT, WHICH ARE BOTH SUBJECT TO CHANGE AT ANY TIME, POSSIBLY WITH RETROSPECTIVE EFFECT. THEY RELATE ONLY TO CERTAIN LIMITED ASPECTS OF THE UNITED KINGDOM TAXATION TREATMENT OF SHAREHOLDERS WHO ARE RESIDENT AND, IN THE CASE OF AN INDIVIDUAL, DOMICILED, IN THE UNITED KINGDOM FOR UNITED KINGDOM TAX PURPOSES AND TO WHOM "SPLIT YEAR" TREATMENT DOES NOT APPLY, WHO ARE, AND WILL BE, THE ABSOLUTE BENEFICIAL OWNERS OF THEIR ORDINARY SHARES AND WHO HOLD, AND WILL HOLD, THEIR ORDINARY SHARES AS AN INVESTMENT. IN PARTICULAR, SHAREHOLDERS HOLDING THEIR ORDINARY SHARES VIA A DEPOSITARY RECEIPT SYSTEM OR CLEARANCE SERVICE SHOULD NOTE THAT THEY MAY NOT ALWAYS BE THE ABSOLUTE BENEFICIAL OWNERS THEREOF. THEY MAY NOT RELATE TO CERTAIN SHAREHOLDERS, SUCH AS DEALERS IN SECURITIES OR SHAREHOLDERS WHO HAVE (OR ARE DEEMED TO HAVE) ACQUIRED THEIR ORDINARY SHARES BY VIRTUE OF AN OFFICE OR EMPLOYMENT AND SHAREHOLDERS CONNECTED WITH THE COMPANY. SHAREHOLDERS ARE ADVISED TO TAKE INDEPENDENT ADVICE IN RELATION TO THE TAX IMPLICATIONS FOR THEM OF SELLING ORDINARY SHARES PURSUANT TO THE TENDER OFFER.
A Shareholder who sells Ordinary Shares to Credit Suisse under the Tender Offer should be treated as making a disposal or part disposal of such Shareholder's holding of Ordinary Shares for the purposes of United Kingdom tax on chargeable gains. Accordingly, a Shareholder who is resident in the United Kingdom (or, in the case of an individual, who ceases to be resident in the United Kingdom for a period of five years or less) may, depending on the Shareholder's circumstances (including any available exemption or relief), realise a chargeable gain (or an allowable loss) on such disposal.
A United Kingdom resident individual Shareholder whose total taxable income and chargeable gains for the year in question (together with any chargeable gain on the Ordinary Shares) is less than or equal to the basic rate income tax band (£33,500 for the tax year 2017/2018) will, subject to any available exemption or relief, be subject to capital gains tax on any chargeable gain at the rate of 10 per cent. Other United Kingdom resident individual Shareholders will, subject to any available exemption or relief, be subject to capital gains tax on all or part of any chargeable gain arising in excess of the basic rate tax band at the rate of 20 per cent. However, no capital gains tax will be payable on any gain arising on a disposal of Ordinary Shares under the Tender Offer if the amount of the chargeable gain, when aggregated with other chargeable gains less allowable losses realised by the United Kingdom resident individual Shareholder in the tax year in question does not exceed the annual exempt amount (£11,300 for the tax year 2017/2018).
Shareholders who are within the charge to UK corporation tax (notwithstanding any additional reliefs or exemptions that may be due) will generally, subject to any available exemption or relief, be subject to corporation tax on any chargeable gain arising on the sale of their Ordinary Shares. Indexation allowance may be available to reduce any chargeable gain arising but cannot act to create or increase an allowable loss. However, the UK government announced on 22 November 2017 that indexation allowance will be frozen for entities within the charge to UK corporation tax, with effect from 1 January 2018. Provision to give effect to this has been included in the Finance Bill 2018.
Under the provisions of Chapter 1 of Part 13 of the Income Tax Act 2007 and Part 15 of the Corporation Tax Act 2010, H.M. Revenue & Customs can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities (which would include the Tender Offer). If these provisions were to be applied by HM Revenue & Customs to the proposed Tender Offer, in broad terms, Shareholders successfully tendering their Ordinary Shares under the Tender Offer might be liable to taxation as if they had received an income rather than a capital amount.
In accordance with section 748 of the Corporation Tax Act 2010 and section 701 of the Income Tax Act 2007, the Company made an application to H.M. Revenue & Customs on 17 November 2017 for clearance in respect of the application of Chapter 1 of Part 13 of the Income Tax Act 2007 and Part 15 of the Corporation Tax Act 2010 to the Tender Offer. H.M. Revenue & Customs provided the Company with clearance on 27 November 2017 that they are satisfied that the transactions in securities provisions should not be applied to the Tender Offer.
The sale of Ordinary Shares to Credit Suisse pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Shareholder.
Stamp duty at a rate of 0.5 per cent. on the Ordinary Shares, rounded up to the nearest £5 if necessary, will be payable by the Company on its purchase of Ordinary Shares from Credit Suisse. This cost will be borne by the Company and will not be charged to tendering Shareholders.
The names and principal functions of the Directors of Computacenter are as follows:
| Name | Position |
|---|---|
| Greg Lock | Chairman (Non-Executive) |
| Mike Norris | Chief Executive |
| Tony Conophy | Finance Director |
| Philip Yea | Senior Independent Non-Executive Director |
| Peter Ogden | Non-Executive Director |
| Philip Hulme | Non-Executive Director |
| Regine Stachelhaus | Non-Executive Director |
| Minnow Powell | Non-Executive Director |
| Ros Rivaz | Non-Executive Director |
The Company was incorporated and registered in England as a public limited company on 2 October 1995 under the Companies Act 1985 with number 03110569. The registered office of the Company is at Hatfield Avenue, Hatfield, Hertfordshire, AL10 9TW, United Kingdom.
As summarised in paragraph 4 of Part I of this Circular, each of:
has irrevocably undertaken to tender the number of Ordinary Shares set out in the final column of the table below (equivalent to their Guaranteed Entitlement) as a Strike Price Tender. Further details of these Shareholders are set out in the table below, including details of the Participating Director with whom they are associated, the nature of the association of the Participating Director and the number of Ordinary Shares held.
The Hadley Trust, a charitable trust of which Philip Hulme is a trustee, has irrevocably undertaken to tender 2,500,000 Ordinary Shares (equivalent to approximately 4.9 times its Guaranteed Entitlement) as a Strike Price Tender. The Greg and Rosie Lock Charitable Foundation Trust, a charitable trust of which Greg Lock is a trustee, has irrevocably undertaken to tender 80,000 Ordinary Shares (equivalent to approximately 9.4 times its Guaranteed Entitlement) as a Strike Price Tender.
Each of these Shareholders will therefore receive the price that is determined (under the terms of the Tender Offer) to be the Strike Price in respect of their Guaranteed Entitlement or, in the case of the Hadley Trust and The Greg and Rosie Lock Charitable Foundation Trust, in respect of at least their Guaranteed Entitlement (their tenders being subject to scaling back in the event that the Tender Offer is oversubscribed and the Strike Price is determined to be the Minimum Price).
| Approximate | ||||
|---|---|---|---|---|
| Number of | ||||
| Nature of | Ordinary Shares | |||
| interest of the | Number of | to be tendered | ||
| Participating | Associated | Participating | Ordinary | as Strike |
| Director | shareholder | Director | Shares held | Price Tenders |
| Peter Ogden | Jethou Holding Company Limited1 |
Beneficial | 20,053,298 | 1,415,414 |
| Catherine Ogden (Spouse) |
Beneficial | 66,175 | 4,670 | |
| Peter Ogden's Children's Trust |
Trustee of family trust (non-beneficial) |
7,941,176 | 560,509 | |
| Ogden Trust | Trustee of charitable trust |
777,572 | 54,883 | |
| Philip Hulme | Philip Hulme | Beneficial | 10,567,582 | 745,887 |
| The Hadley Trust | Trustee of charitable trust |
7,201,349 | 2,500,000 | |
| The Dartmouth Trusts |
Trustee of family trusts (non-beneficial) |
3,176,466 | 224,203 | |
| Greg Lock | Greg Lock | Beneficial | 355,117 | 25,065 |
| Rosemary Lock (Spouse) |
Beneficial | 244,883 | 17,284 | |
| The Greg and Rosie Lock Charitable Foundation Trust |
Trustee of charitable trust |
120,000 | 80,000 | |
| Mike Norris | Mike Norris and Jacqueline Norris (Spouse) |
Beneficial | 1,208,088 | 85,270 |
| Tony Conophy | Tony Conophy and Bernadette Conophy (Spouse) |
Beneficial | 1,871,668 | 132,107 |
1 Peter Ogden is the sole director of Jethou Holding Company Limited and has an economic interest in the company. 100 per cent. of the voting ordinary shares in Jethou Holding Company Limited are held by certain adult members of his family.
As at 22 January 2018 (being the latest practicable date prior to the publication of this Circular), the total number of outstanding options to subscribe for Ordinary Shares, and the proportions of issued share capital (excluding treasury shares) that they currently represent and that they will represent if the full authority to buy back shares is used pursuant to the Tender Offer, are set out in the table below:
| Percentage of issued share capital | ||
|---|---|---|
| (excluding treasury shares) if the | ||
| Percentage of | maximum permitted number of | |
| issued share capital | Ordinary Shares is purchased | |
| Number of Options | (excluding treasury shares) | pursuant to the Tender Offer |
| 6,223,486 | 5.07% | 5.45% |
As at 22 January 2018 (being the latest practicable date prior to the publication of this Circular), there are no outstanding warrants to subscribe for Ordinary Shares.
On 23 January 2018, the Company entered into the Option Agreement with Credit Suisse. Pursuant to the terms of the Option Agreement, and conditional on the Tender Offer becoming unconditional in all respects and not lapsing or terminating in accordance with its terms and to Credit Suisse being registered as the holder of the Ordinary Shares purchased by Credit Suisse pursuant to the Tender Offer, the Company has granted a put option to Credit Suisse which, on exercise, obliges the Company to purchase from Credit Suisse at the Strike Price, the Ordinary Shares purchased by Credit Suisse pursuant to the Tender Offer. Also under the Option Agreement, Credit Suisse has granted the Company a call option which, on exercise, obliges Credit Suisse to sell to the Company, at the Strike Price, the Ordinary Shares purchased by Credit Suisse pursuant to the Tender Offer.
Credit Suisse has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its name and references to it in the form and context in which they appear.
The full text of the revised Directors' Remuneration Policy is available on our website at www.computacenter.com/investors. The only change to the Directors' Remuneration Policy approved at the Annual General Meeting on 4 May 2017 is the inclusion of the additional wording relating to Directors' benefits set out in the table below, which was omitted due to an administrative error.
| Other Benefits | ||
|---|---|---|
| Purpose & Link to Strategy | To provide a competitive level of employment benefits. | |
| Operation | No special arrangements are generally made for Executive Directors. |
|
| Benefits currently include: | ||
| • a car benefit appropriate for the role performed; |
||
| • participation in the Company's private health and long-term sickness schemes; |
||
| • life insurance and income continuance schemes; and |
||
| • participation in all-employee share plans on the same basis as other eligible employees. |
||
| All of the Group's UK and German tax-resident employees are eligible to participate in the Company's SAYE scheme, if it is offered. |
||
| If new benefits are introduced for a wider employee group, the Executive Directors shall be entitled to participate on the same basis as other eligible employees. |
||
| If, in the opinion of the Committee, a Director must relocate to undertake and properly fulfil his/her executive duties, a cash payment may be made to cover reasonable expenses. |
||
| Maximum Opportunity | There is no maximum level of benefits provided to an individual Executive Director as the cost of benefits is dependent upon costs in the relevant market. Benefits will be set at levels which are competitive, but not excessive. |
|
| Participation by Executive Directors in the Sharesave scheme, and any other all-employee share plan operated in the future, is limited to the maximum award levels permitted by HM Revenue and Customs. |
||
| Performance Measures | N/A |
(registered in England and Wales with company number 03110569)
(the "Company")
NOTICE IS HEREBY GIVEN that a General Meeting of the Company will be held at Computacenter House, 100 Blackfriars Road, London SE1 8HL, United Kingdom at 9.00 a.m. on 12 February 2018 to consider and, if thought fit, pass the following resolutions, of which resolution 1 will be proposed as a special resolution and resolution 2 will be proposed as an ordinary resolution:
By order of the Board, Hatfield Avenue Raymond Gray Hatfield Company Secretary Hertfordshire
AL10 9TW
23 January 2018
retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee(s) through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. Computacenter may treat as invalid any CREST Proxy Instruction it receives which falls within the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
The following definitions apply throughout this Circular unless the context requires otherwise:
| Agent | has the meaning given in paragraph 5(C) of Part III of this Circular; |
|
|---|---|---|
| ARAN Message | a registrar's adjustment message (as defined in the CREST Manual); |
|
| Associated Trusts | means | |
| (i) | the Hadley Trust, a charitable trust of which Philip Hulme is a trustee; |
|
| (ii) | the Dartmouth Trusts 1, 2 and 3, family trusts of which Philip Hulme is a trustee; |
|
| (iii) | the Greg and Rosie Lock Charitable Foundation Trust, a charitable trust of which Greg Lock is a trustee; |
|
| (iv) | the Ogden Trust, a charitable trust of which Peter Ogden is a trustee; and |
|
| (v) | Peter Ogden's Children's Trust, a family trust of which Peter Ogden is a trustee; |
|
| Attorney | has the meaning given in paragraph 4(C) of Part III of this Circular; |
|
| Board or Directors | the board of directors of Computacenter; | |
| Business Day | a day other than a Saturday or Sunday or public holiday in England and Wales on which banks are open in London for general commercial business; |
|
| Circular | this document; | |
| Closing Date | 9 February 2018 or such other date as may be determined in accordance with paragraph 2.27 of Part III of this Circular; |
|
| Company or Computacenter | Computacenter plc, a company incorporated in England and Wales with company number 03110569; |
|
| Conditions | has the meaning given in paragraph 2.1 of Part III of this Circular; |
|
| Credit Suisse | Credit Suisse Securities (Europe) Limited, a company incorporated in England and Wales with company number 00891554, and its affiliates, including Credit Suisse Securities USA (LLC), as the context requires; |
|
| CREST | the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations); |
|
| CREST Manual | the CREST manual issued by Euroclear; |
| CREST member | a person who has been admitted by Euroclear as a system member (as defined in the CREST Regulations); |
|---|---|
| CREST participant | a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations); |
| CREST Proxy Instruction | the instruction whereby CREST members send a CREST message appointing a proxy for the General Meeting and instructing the proxy how to vote and containing the information set out in the CREST Manual; |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001/3755); |
| CREST Sponsor | a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the CREST Regulations); |
| CREST sponsored member | a CREST member admitted to CREST as a sponsored member; |
| Electronic Tender | has the meaning given in paragraph 3.3 of Part III of this Circular; |
| Equiniti | Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; |
| Escrow Agent | Equiniti; |
| Euroclear | Euroclear UK & Ireland Limited; |
| FCA | the UK Financial Conduct Authority; |
| Form of Proxy | the form of proxy enclosed with this Circular for use by Shareholders in connection with the General Meeting; |
| General Meeting | the general meeting of Computacenter, to be held at Computacenter House, 100 Blackfriars Road, London SE1 8HL, United Kingdom at 9.00 a.m. on 12 February 2018, or any adjournment thereof, notice of which is set out at the end of this Circular; |
| Guaranteed Entitlement | up to 7.05826458 per cent. of each holding of Ordinary Shares of each Shareholder on the Record Date and as further described in paragraph 3 of Part III of this Circular; |
| Listing Rules | the Listing Rules of the UK Listing Authority; |
| London Stock Exchange | London Stock Exchange plc; |
| Maximum Price | 1260 pence per Ordinary Share; |
| member account ID | the identification code or number attached to any member account in CREST; |
| Minimum Price | 1170 pence per Ordinary Share; |
| Notice of General Meeting | the notice of the General Meeting at Part VII of this document; |
| Option Agreement | has the meaning given in paragraph 3 of Part I of this Circular; |
| Ordinary Shares | ordinary shares with a nominal value of 75 ⁄9 pence each in the capital of Computacenter; |
|---|---|
| Overseas Shareholder | a Shareholder who is resident in, or a citizen of, a jurisdiction outside the United Kingdom; |
| participant ID | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant; |
| Participating Directors | has the meaning given in paragraph 4 of the Part I of this Circular; |
| Price Range | the range of prices at which Ordinary Shares may be tendered pursuant to the terms of the Tender Offer, being from 1170 pence to 1260 pence per Ordinary Share inclusive, in 10 pence increments only; |
| Qualifying Shareholders | Shareholders other than those with registered addresses in a Restricted Jurisdiction; |
| Receiving Agent | Equiniti; |
| Record Date | 6.00 p.m. on 9 February 2018 or such other time and date as may be determined by the Company in its sole discretion in the event that the Closing Date is altered in accordance with paragraph 2.27 of Part III of this Circular; |
| Register | the register of members of Computacenter; |
| Regulatory Information Service | any of the services set out on the FCA's list of regulated information services (as set out on the FCA's website) from time to time; |
| Restricted Jurisdiction | each of Australia, Canada, Japan, New Zealand and South Africa and any other jurisdiction where the mailing of this Circular or the accompanying documents into or inside such jurisdiction would constitute a violation of the laws of such jurisdiction; |
| Return of Value | has the meaning given in paragraph 1 of Part I of this Circular; |
| Shareholders | holders of Ordinary Shares from time to time; |
| Sterling or £ | the lawful currency of the United Kingdom; |
| Strike Price | the price at which Credit Suisse will purchase Ordinary Shares pursuant to the Tender Offer, which will be determined in accordance with the provisions set out in Part III of this Circular; |
| Strike Price Tender | Ordinary Shares that are tendered at the Strike Price rather than at a specific numerical price in the Price Range; |
| Tender Form | the tender form issued with this Circular to Qualifying Shareholders who hold their Ordinary Shares in certificated form; |
| Tender Offer | the invitation by Computacenter to its Shareholders (other than certain Overseas Shareholders) to tender Ordinary Shares on the terms and subject to the conditions set out in |
| this Circular and also, in the case of certificated Ordinary Shares only, the Tender Form; |
|
|---|---|
| Tender Offer Resolution | the special resolution to be proposed at the General Meeting, as set out in the Notice of General Meeting; |
| TFE Instruction | a transfer from escrow instruction (as defined by the CREST Manual); |
| TTE Instruction | a transfer to escrow instruction (as defined by the CREST Manual); |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland; |
| UK Listing Authority | the FCA when exercising functions under Part VI of the Financial Services and Markets Act 2000; |
| uncertificated or uncertificated form |
Ordinary Shares which are recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; |
| US Exchange Act | the US Securities Exchange Act of 1934, as amended; and |
| US Shareholders | Shareholders who are located in or citizens of the United States. |
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