Northgate-is - News Item 735

Recommended acquisition of Northgate Information Solutions plc by NIS Acquisitions Limited a company controlled by certain funds advised by Kohlberg Kravis Roberts

Regulatory Update

Northgate and NIS Acquisitions are pleased to announce that the European Commission has cleared the Transaction under the EC Merger Regulation.

Terms used in this announcement shall have the same meaning as in the announcement of 21 December 2007

DEALING DISCLOSURE REQUIREMENTS

Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Northgate, all "dealings" in any "relevant securities" of Northgate, (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 p.m. (London time) on the London business day following the date of the relevant transaction.  This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.  If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Northgate, they will be deemed to be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in "relevant securities" of Northgate by NIS Acquisitions or Northgate, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities.  In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Code, which can also be found on the Panel's website.  If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should, without delay, contact an independent financial adviser authorised under the Financial Services and Markets Act 2000 or consult the Panel via its website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0)20 7582 9026; Fax +44 (0)20 7638 1554.

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