SunGard Asia Pacific Offer for Shares of System Access Limited Declared Unconditional as to Acceptances.WAYNE Wayne, city (1990 pop. 19,899), Wayne co., SE Mich., a suburb of Detroit, on the Lower Rouge River; inc. as a village 1869, and with surrounding areas as a city 1960. It has automobile and aircraft industries and other varied manufactures. , Pa. -- SunGard (SunGard Data Systems Inc., Wayne, PA, www.sungard.com) A computer software and services company specializing in financial services, investment support systems and business continuity. SunGard was formed in 1983 from four subsidiaries of the Philadelphia-based Sun Company. (http://www.sungard.com), a global leader in integrated software Separate software components or applications that have been combined into one package. See integrated software package. and processing solutions and the pioneer and leading provider of information availability services, reported today that Morgan Stanley
A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of SunGard Data Systems Inc., released the following announcement in Singapore earlier today announcing that the previously announced voluntary conditional Subject to change; dependent upon or granted based on the occurrence of a future, uncertain event. A conditional payment is the payment of a debt or obligation contingent upon the performance of a certain specified act. cash offer by SunGard Asia Pacific Inc. for shares in the capital of System Access Limited, a Singapore corporation, has become unconditional HEIR, UNCONDITIONAL. A term used in the civil law, adopted by the Civil Code of Louisiana. Unconditional heirs are those who inherit without any reservation, or without making an inventory, whether their acceptance be express or tacit. Civ. Code of Lo. art. 878. UNCONDITIONAL. as to acceptances as at 5:00 p.m., Singapore time, on September September: see month. 11, 2006. About SunGard With annual revenue of $4 billion, SunGard is a global leader in software and processing solutions for financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. , higher education higher education Study beyond the level of secondary education. Institutions of higher education include not only colleges and universities but also professional schools in such fields as law, theology, medicine, business, music, and art. and the public sector. SunGard also helps information-dependent enterprises of all types to ensure the continuity of their business. SunGard serves more than 25,000 customers in more than 50 countries, including the world's 50 largest financial services companies. Visit SunGard at www.sungard.com. Trademark Information: SunGard and the SunGard logo are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the U.S. and other countries. All other trade names are trademarks or registered trademarks of their respective holders.
SunGard
VOLUNTARY CONDITIONAL CASH OFFER
by
MORGAN STANLEY DEAN WITTER ASIA (SINGAPORE) PTE
(Incorporated in Singapore)
(Registration No. 199206298Z)
for and on behalf of
SUNGARD ASIA PACIFIC INC.
(Incorporated in the State of Delaware, USA)
a wholly owned subsidiary of SUNGARD DATA SYSTEMS INC.
to acquire all the issued ordinary shares in the capital of
SYSTEM ACCESS LIMITED
(Incorporated in Singapore)
(Registration No. 198304837E)
1. Offer Declared Unconditional as to Acceptances
Morgan Stanley Dean Witter Asia (Singapore) Pte (Morgan Stanley) for
and on behalf of SunGard Asia Pacific Inc. (Offeror), wishes to
announce, in relation to the voluntary conditional cash offer (Offer)
by the Offeror for all the issued ordinary shares (Shares) in the
capital of System Access Limited (Offeree), the Offeror has, on 11
September 2006, received valid acceptances in respect of 317,740,762
Offer Shares resulting in the Offeror holding such number of Shares
carrying not less than 90 per cent of the maximum potential issued
share capital of the Offeree. Accordingly, the Offer has become
unconditional as to acceptances as at 5.00 p.m. on 11 September 2006.
For the purposes of the Offer, maximum potential issued share capital
of the Offeree means the total number of Shares which would be in
issue had all the Options been validly exercised as at the date of
such declaration.
All capitalised terms used and not defined herein shall have the
meanings ascribed to them in the Offer Document.
2. Level of Acceptances
As at 5.00 p.m. on 11 September 2006, the Offeror has received,
pursuant to the Offer, valid acceptances in respect of 317,740,762
Shares, representing approximately 99.36% of the issued share capital
of the Offeree as at 14 August 2006.
This includes acceptances by:
(i) Loh Boon Fah pursuant to his irrevocable undertaking in respect of
103,552,168 Shares representing 32.38% of the issued share capital
of the Offeree; and
(ii) Infocomm Investments Pte Ltd pursuant to its irrevocable
undertaking in respect of 16,972,880 Shares representing 5.31% of
the issued share capital of the Offeree.
Prior to the commencement of the Offer on 24 July 2006, the Offeror
and parties acting in concert with it did not hold any Shares. Between
24 July 2006 and 5.00 p.m. on 11 September 2006, none of the Offeror
and parties acting in concert with it has acquired or agreed to
acquire any Shares other than pursuant to valid acceptances of the
Offer.
Accordingly, as at 5.00 p.m. on 11 September 2006, the total number of
(a) Shares owned, controlled or agreed to be acquired by the Offeror
and parties acting in concert with it, and (b) valid acceptances of
the Offer, amount to an aggregate of 317,740,762 Shares, representing
approximately 99.36% of the issued share capital of the Offeree as at
14 August 2006.
The Options Proposal has been accepted by all Optionholders in respect
of all outstanding Options.
3. Closing Date
The Offer will remain open for acceptance until 3.30 p.m. on 2 October
2006 (Extended Closing Date) or such later date(s) as may be announced
from time to time by or on behalf of the Offeror.
4. Suspension of Listing
The Offeror now owns, controls or has agreed to acquire 317,740,762
Shares, representing approximately 99.36% of the issued share capital
of the Company.
Subject to the Offer becoming or being declared unconditional in all
other respects, the Singapore Exchange Securities Trading Limited
(SGX-ST) may, pursuant to Clause 1105 of the SGX-ST Listing Manual,
suspend the listing of the Shares on the SGX-ST Main Board until such
time the SGX-ST is satisfied that at least 10% of the issued shares of
the Company are held by at least 500 shareholders of the Company who
are members of the public.
The Offeror has no intention to undertake any placement of Shares in
order for the listing suspension to be lifted.
5. Compulsory Acquisition and Delisting
The Offeror has received acceptances representing 90% or more of the
Shares not at the date of the Offer held by the Offeror, its related
corporation or their respective nominees.
Subject to the Offer becoming or being declared unconditional in all
other respects, the Offeror will be entitled and intends to exercise
its right of compulsory acquisition, pursuant to section 215(1) of the
Companies Act, Chapter 50 of Singapore, in relation to Shares in
respect of which acceptances have not been received by the Extended
Closing Date, on the same terms as those under the Offer.
Subsequent to such compulsory acquisition, the Offeree will become a
wholly-owned subsidiary of the Offeror and will be delisted from the
SGX-ST Main Board.
6. Procedures for Acceptances
Shareholders who wish to accept the Offer but have not done so should
complete, sign and forward their FAA or FAT (as the case may be) and
all other relevant documents as soon as possible so as to reach the
Offeror no later than 3.30 p.m. on the Extended Closing Date (or such
other date(s) as may be announced from time to time by or on behalf of
the Offeror). All FAAs, FATs and other relevant documents received
after 3.30 p.m. on such date will not be accepted and will be returned
by post to the relevant Shareholders at their own risk, in accordance
with the terms of the Offer.
Shareholders who are in any doubt about the Offer should consult their
stockbroker, bank manager, solicitor or other professional adviser
immediately.
Depositors or Shareholders who have not received or who have misplaced
the Offer Document and/or the relevant acceptance forms should contact
CDP or Tricor Barbinder Share Registration Services, as the case may
be, without delay at the following addresses,
The Central Depository (Pte) Limited
4 Shenton Way
#02-01 SGX Centre 2
Singapore 068807
Tricor Barbinder Share Registration Services
8 Cross Street
#11-00 PWC Building
Singapore 048424
Copies of the FAA may be obtained by Depositors from CDP upon
production of satisfactory evidence that their securities accounts
with CDP are or will be credited with the Shares.
Copies of the FAT may be obtained by Shareholders from Tricor
Barbinder Share Registration Services upon production of satisfactory
evidence of title to the Shares.
7. Responsibility Statement
The directors of the Offeror and the directors of SunGard Data Systems
Inc. (including those who may have delegated detailed supervision of
this announcement) have taken all reasonable care to ensure that the
facts stated in this announcement are fair and accurate and that no
material facts have been omitted, and they jointly and severally
accept responsibility accordingly.
To the extent that the Offer is being made in the United States, it is
made directly by the Offeror. References in this announcement to the
Offer being made by Morgan Stanley on behalf of the Offeror should be
construed accordingly. US shareholders of System Access should note
that this Offer is made for the securities of a non-US company. The
Offer is subject to the disclosure requirements of Singapore law,
which are different from those of the United States.
Issued by Morgan Stanley Dean Witter Asia (Singapore) Pte
for and on behalf of SunGard Asia Pacific Inc.
11 September 2006
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