Sword Group — M&A Activity 2013

Nov 15, 2013

SWORD
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Public Offer under takeover code made for Charteris plc.

Luxembourg, November 15th, 2013

Sword Group has announced its firm intention to make a public offer under the UK City Code Takeovers and Mergers for Charteris plc. which is quoted on the AIM stock market.

Sword is proposing a price of 4,5 pence per share which represents a premium of circa 50% compared to the current trading value.

The offer is conditional upon, amongst other things Sword receiving valid acceptances of not less than 90% of the shares to which the offer relates, although Sword has the possibility of reducing this threshold if it is felt to be appropriate.

Charteris was formed in 1996 and is headquartered in London with an office in Scotland.

Charteris delivers IT integrated solutions to clients by providing expert IT advice, business consulting services and the implementation of Microsoft technologies products. These services are delivered to blue chip international companies as well as homeland security, local government and retail clients.

As a result of the synergies with Sword's already existing Microsoft integration capabilities, the cost savings realised via a delisting exercise and reductions in the top management, Charteris should be able to deliver improved EBIT in the next 12 months post completion and the following year Charteris should generate EBIT of circa 12%.

This acquisition will bring critical mass around core service offerings in the UK and should assist the future growth plans of Charteris as well as other parts of the Sword Group.

Following this acquisition the 2013 pro-forma trends of Sword Group will be:

• Revenue: €126M
• EBIT: €15M+

Sword Group - Charteris

Confirmation of Acquisition Strategy

Strengthening of UK services offerings

Focus on core Microsoft Technology capabilities

Investor Relations

e investorrelations@sword-group.lu

Sword Group

1,202 staff before acquisition

NYSE Euronext Paris - Compartment C

ISIN Code: FR0004180578

ICB: 9530 Software & Computer Services

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© Sword Group SE

2, Rue d'Arlon

L-8399 Windhof

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The press release will be published on the web sites here after: Thomson Reuters and Sword Group. It was also sent to the "Commission de Surveillance du Secteur Financier (CSSF)" and saved on the Luxembourg Stock Exchange's web site.