Xchanging : Offer Update

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

FOR IMMEDIATE RELEASE

15 February 2016

RECOMMENDED CASH OFFER

for

XCHANGING PLC

by

CSC Computer Sciences International Operations Limited

(a wholly owned subsidiary of Computer Sciences Corporation)

Satisfaction of US Merger Control Condition

CSC Computer Sciences International Operations Limited ('CSC Bidco'), a wholly owned subsidiary of Computer Sciences Corporation ('CSC'), is pleased to announce that the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has been terminated and, as such, the US merger control condition set out in paragraph 1(b)(i) of Section A, Part III of the offer document published and posted by CSC Bidco on 15 December 2015 (the 'Offer Document') has been satisfied.

As such, CSC Bidco's recommended cash offer for Xchanging plc ('Xchanging') (the 'Offer') remains subject only to the conditions set out in paragraphs 1(b)(ii) and 1(c) of Section A, Part III of the Offer Document, which state that the Offer is conditional on:

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

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

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

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

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

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, and its affiliate, Goldman, Sachs & Co., are acting exclusively for CSC and CSC Bidco and no one else in connection with the Offer or any other matter referred to in this announcement and will not be responsible to anyone other than CSC and CSC Bidco for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the Offer or any other matter referred to herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer to sell or invitation to purchase any securities or the solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or transfer of the securities referred to in this announcement in any jurisdiction in contravention of applicable law. The Offer is made solely through the Offer Document and the accompanying Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.

This announcement has been prepared for the purpose of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Overseas Shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to overseas shareholders are contained in the Offer Document.

Unless otherwise determined by CSC Bidco or required by the Code, and insofar as permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Xchanging Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

US Shareholders

The Offer has been made for securities of an English company with a listing on the London Stock Exchange, and Xchanging Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those generally applicable in the United States. Xchanging's financial statements and all financial information that is included in this announcement, or that may be included in the Offer Document or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards adopted in the European Union and may not be comparable to the financial statements or other financial information of US companies.

The Offer is for the securities of a non-US company which does not have securities registered under Section 12 of the US Securities Exchange Act. The Offer has been made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Securities Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and laws. In the United States, the Offer is deemed made solely by CSC Bidco and not by any of its financial advisers.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, CSC Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Xchanging Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable UK rules, including the Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange Act, Goldman Sachs and its affiliates will continue to act as exempt principal traders in Xchanging Shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed on a next day basis to the Panel and will be available to all investors (including US investors) from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com.

The receipt of cash pursuant to the Offer by a US holder of Xchanging Shares may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US shareholder of Xchanging is urged to consult with his, her or its independent professional adviser regarding any acceptance of the Offer including, without limitation, to consider the tax consequences associated with such holder's acceptance of the Offer. Furthermore, the payment and settlement procedure with respect to the Offer will comply with the relevant United Kingdom rules, which differ from the United States payment and settlement procedures, particularly with regard to the date of payment of consideration.

Neither the US Securities and Exchange Commission nor any other US state securities commission has approved or disapproved the Offer, or passed judgment upon the fairness or merits of the Offer or passed judgment upon the adequacy or completeness of this announcement or the Offer Document. Any representation to the contrary is a criminal offence.

Information relating to Xchanging Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Xchanging Shareholders, persons with information rights and other relevant persons for the receipt of communications from Xchanging may be provided to CSC Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Website

A copy of this announcement will be available on CSC's website (www.csc.com) by no later than 12 noon (London time) on the Business Day following the publication of this announcement. For the avoidance of doubt, the contents of this website are not incorporated by reference into, and do not form part of, this announcement.

Xchanging plc issued this content on 15 February 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 February 2016 07:17:19 UTC

Original Document: http://www.xchanging.com/regulatory_news_article/43065