SQS Software Quality : Offer declared unconditional in all respects

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

FOR IMMEDIATE RELEASE

23 January 2018

RECOMMENDED CASH OFFER

for

SQS SOFTWARE QUALITY SYSTEMS AG

by

ASSYSTEM SERVICES DEUTSCHLAND GmbH
(formerly Weilchensee 884. V V GmbH)

On 15 December 2017, Assystem Services Deutschland GmbH ('Bidco') and SQS Software Quality Systems AG ('SQS'), announced that they had reached agreement on the terms of a recommended all cash offer by Bidco for the entire issued and to be issued share capital of SQS (the 'Offer'). The full terms and conditions of the Offer are set out in the offer document which was published on 18 December 2017 (the 'Offer Document').

Defined terms used but not defined in this announcement have the same meanings as given to them in the Offer Document.

Level of acceptances

As at 1.00 p.m. (London time) on 22 January 2018, being the First Closing Date, Bidco had received valid acceptances in respect of a total of 25,644,181 SQS Shares, representing, in aggregate, approximately 79.07 per cent. in nominal capital of the SQS Shares and of the voting rights normally exercisable at a general meeting of SQS which Bidco may count towards the satisfaction of the Acceptance Condition (there being no remaining SQS Stock Options which have not to date been assented to the Stock Option Proposals). So far as Bidco is aware, none of these acceptances have been received from persons acting in concert with Bidco.

Acceptance Condition satisfied

Further to the announcement by Bidco on 18 January 2018 of the satisfaction of the condition set out in paragraph 1.1.2 of Part A of Appendix II to the Offer Document relating to the Stock Option Proposals and on the basis of the level of acceptances set out above, Bidco is pleased to announce that the Acceptance Condition to the Offer has been satisfied and that the Offer has become unconditional as to acceptances.

Offer unconditional in all respects

Bidco is also pleased to confirm that all the Conditions to the Offer set out in the Offer Document have now been satisfied or waived and, accordingly, Bidco is pleased to announce that the Offer has now become unconditional in all respects.

Offer extended until further notice

Bidco further announces that the Offer will remain open for acceptance until further notice and confirms at least 14 days' notice will be given if Bidco decides to close the Offer.

SQS Shareholders who have not accepted the Offer are encouraged to do so as soon as possible. The procedure for acceptance of the Offer is set out below.

Acceptance procedure

If you are an SQS DI Holder (i.e. your SQS Shares are represented by SQS Depositary Interests) you should read Part A of Appendix I to the Offer Document. An acceptance of the Offer by an SQS DI Holder must be made electronically through CREST. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear.

If you hold SQS Shares directly in registered form, the procedure for accepting the Offer is set out in Part B of Appendix I to the Offer Document. An acceptance of the Offer by a holder of SQS Shares directly in registered form must be made using the Form of Acceptance which accompanied the Offer Document (or is available from the Receiving Agent).

If you require assistance in completing your Form of Acceptance (or wish to obtain additional copies of the Offer Document and/or the Form of Acceptance) or have questions in relation to making an Electronic Acceptance, please telephone the Receiving Agent on 0370 707 1312 if calling from within the United Kingdom or +44 (0) 370 707 1312 if calling from outside the United Kingdom. Lines are open 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from within the United Kingdom will be charged at your network provider's standard rate. Calls to the helpline from outside the United Kingdom will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Settlement

Settlement of the consideration under the Offer will be effected as follows:

• in the case of acceptances which have already been received or received on the date of this announcement and are valid and complete in all respects, by 5 February 2018; and
• in the case of further acceptances which are valid and complete and received after the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt,

in each case, in the manner described in the Offer Document.

Delisting and cancellation of trading in SQS Shares on AIM

As the Offer is now unconditional in all respects and Bidco has received valid acceptances of the Offer in respect of SQS Shares which will result in Bidco holding 75 per cent. or more of the voting rights of the SQS Shares and of the voting rights normally exercisable at a general meeting of SQS, Bidco confirms that an application will be made later today by SQS to the London Stock Exchange for the cancellation of the admission of SQS Shares to trading on AIM, and accordingly that the 20 Business Day notice period has commenced. Pursuant to Rule 41 of the AIM Rules, it is anticipated that the cancellation of the admission of SQS Shares to trading on AIM shall take effect at 8.00 a.m. (London time) on 21 February 2018.

CANCELLATION OF ADMISSION TO TRADING ON AIM OF SQS SHARES IS LIKELY TO REDUCE SIGNIFICANTLY THE LIQUIDITY AND MARKETABILITY OF ANY SQS SHARES IN RESPECT OF WHICH THE OFFER HAS NOT BEEN ACCEPTED AT SUCH TIME.

Additional disclosures

The percentage of SQS Shares referred to in this announcement is based upon the figure of 32,431,967 SQS Shares in issue on 22 January 2018.

As at 1.00 p.m. (London time) on 22 January 2018, save for the irrevocable undertakings and the letters of intent referred to in the Offer Document, neither Bidco, Assystem Technologies, the managing director of Bidco nor, so far as Bidco is aware, any person acting, or deemed to be acting, in concert with Bidco:

(a) had an interest in, or right to subscribe for, relevant securities of SQS;

(b) had any short position in (whether conditional or absolute and whether in the money or otherwise), 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 of, relevant securities of SQS;

(c) had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant securities of SQS; or

(d) had borrowed or lent any SQS Shares.

Furthermore, as at 1.00 p.m. (London time) on 22 January 2018, save for the irrevocable undertakings and letters of intent referred to in the Offer Document, no arrangement exists between Bidco or SQS or a person acting in concert with Bidco or SQS in relation to SQS Shares. For these purposes, an 'arrangement' includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to SQS Shares which may be an inducement to deal or refrain from dealing in such securities.

Enquiries:

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser, financial adviser and joint broker exclusively for SQS and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SQS for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Stockdale Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for SQS and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than SQS for providing the protections afforded to clients of Stockdale Securities Limited, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Rothschild, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser exclusively for Assystem Technologies and Bidco and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Assystem Technologies and Bidco for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Further information

This announcement is not intended to, and does not, constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable), which contain the full terms of, and Conditions to, the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. SQS Shareholders are advised to read the Offer Document and the Form of Acceptance accompanying the Offer Document (if applicable) carefully.

This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Code (insofar as set out within the Framework Agreement) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law, and the availability of the Offer to persons who are residents, citizens or nationals of jurisdictions other than the United Kingdom or Germany may be restricted by laws and/or regulations of those jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Germany should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person. Unless otherwise determined by Bidco and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction, and persons receiving this announcement and all documentation relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from any Restricted Jurisdiction.

Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to German investors

The German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) ('WpÜG') does not apply to the Offer as the SQS Shares are not traded on an organised market pursuant to Section 1 paragraph 1 of the WpÜG.

Notice to US investors

The Offer is being made for securities in a German registered company whose shares are traded on AIM and on the Open Market of Deutsche Börse, and SQS Shareholders in the United States should be aware that this announcement and any documentation relating to the Offer have been, or will be, prepared in accordance with disclosure requirements, format and style that differ from those in the United States. All financial information that is included in this announcement or that may be included or referred to in any other documents relating to the Offer, have been, or will be, prepared, save where Bidco and SQS have expressly agreed otherwise, in accordance with International Financial Reporting Standards adopted by the European Union and therefore may not be comparable to financial statements of US companies or companies whose financial statements are prepared in accordance with US GAAP.

The Offer, if required to be made, will be made in the United States pursuant to applicable exemptions under the US tender offer rules and securities laws and otherwise in accordance with the applicable provisions of English and German law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Both SQS and Bidco are companies registered under the laws of Germany. It may not be possible for SQS Shareholders in the United States to effect service of process within the United States upon SQS or Bidco or their respective officers or directors or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue SQS or Bidco or their respective officers or directors in a non-US court for violations of the US securities laws. There is also substantial doubt as to enforceability in the United Kingdom in original actions, or in actions for the enforcement of judgments of US courts, based on the civil liability provisions of US federal securities laws.

Requesting hard copy documents

A hard copy of this announcement and any information incorporated by reference in this announcement may be requested free of charge by contacting the Registrars on +44 (0)371 707 1312 or by writing to them at Computershare Investor Services PLC, Corporate Actions Projects, Bristol, BS99 6AH, United Kingdom.

SQS Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

The Offer is subject to the provisions of the Code insofar as set out in the Framework Agreement.

This information is provided by RNS
The company news service from the London Stock Exchange

END