Recommended Proposals for Cash Acquisition

Regulatory Story

Company	Kewill plc
TIDM	KWL
Headline	Recommended Proposals for Cash Acquisition
Released	07:00 02-May-2012
Number	5512C07

RNS Number : 5512C

Kewill plc

02 May 2012

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

2 May 2012

RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION

KEWILL PLC
by

KINETIC BIDCO LIMITED
an investment vehicle indirectly owned by the Francisco Partners Funds

to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

The Kewill Directors and the Bidco Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer for Kewill by Bidco, an investment vehicle indirectly owned by the Francisco Partners Funds, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Kewill.

The Acquisition will be effected by way of a scheme of arrangement made between Kewill and Scheme Shareholders under Part 26 of the 2006 Act.

Summary and highlights

· The terms of the Acquisition value the entire issued and to be issued ordinary share capital of Kewill (fully diluted for the exercise of all options under the Kewill Share Schemes with an exercise price lower than 96 pence per Kewill Share) at approximately £89.5 million (net of option proceeds).

· Under the terms of the Acquisition, Kewill Shareholders will be entitled to receive:

for each Kewill Share held 96 pence in cash

· The Acquisition consideration of 96 pence for each Kewill Share represents a premium of approximately:

· 26.3 per cent. to the Closing Price of 76.0 pence per Kewill Share on 1 May 2012 (being the last Business Day prior to the date of this announcement);

· 35.8 per cent. over the Volume Weighted Average Price of 70.7 pence per Kewill Share in the month prior to the date of this announcement; and

· 32.8 per cent. over the Volume Weighted Average Price of 72.3 pence per Kewill Share in the three months prior to the date of this announcement.

The Volume Weighted Average Price is calculated as the volume weighted average of the daily volume weighted price.

· It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act, further details of which are contained in the full text of this announcement. Bidco reserves the right to effect the Acquisition by way of a Takeover Offer under certain circumstances.

· Bidco is an investment vehicle owned indirectly by the Francisco Partners Funds which has been formed for the purposes of making the Acquisition. Francisco Partners is a leading private equity firm focused exclusively on investments in technology and technology-enabled businesses. With approximately $7 billion of capital raised to date, Francisco Partners has a long and successful investment track record in software businesses, having invested over $2.5 billion across more than 30 software and services investments.

· The Kewill Directors, who have been so advised by Investec, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Kewill Directors, Investec has taken into account the commercial assessments of the Kewill Directors. Investec is providing independent financial advice to the Kewill Directors for the purposes of Rule 3 of the Code.

· Accordingly, the Kewill Directors have agreed unanimously to recommend that Kewill Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting.

· In aggregate, Bidco has received indications of support to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 26,631,339 Kewill Shares, representing approximately 29.27 per cent. of the ordinary share capital of Kewill in issue on 1 May 2012. These indications of support are made up of:

o irrevocable undertakings from each Kewill Director holding Kewill Shares in respect of a total of 1,021,943 Kewill Shares in which they and their connected persons are beneficially interested, representing approximately 1.12 per cent. of the ordinary share capital of Kewill in issue on 1 May 2012;

o irrevocable undertakings from institutional shareholders of Kewill in respect of a total of 23,189,041 Kewill Shares, representing approximately 25.49 per cent. of the ordinary share capital of Kewill in issue on 1 May 2012; and

o non-binding letters of intent from institutional shareholders of Kewill in respect of a total of 2,420,355 Kewill Shares, representing approximately 2.66 per cent. of the ordinary share capital of Kewill in issue on 1 May 2012.

Further details of the irrevocable undertakings are set out in Appendix III to this announcement.

· The Acquisition will be subject, inter alia, to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I to this announcement and in the Scheme Document. Further details of the Scheme will be set out in the Scheme Document which will be sent to Kewill Shareholders as soon as possible and in any event within 28 days of the date of this announcement.

Commenting on the Acquisition, Deep Shah, Partner of Francisco Partners said:

"Francisco Partners is delighted to partner with Kewill to support its long-term growth strategy. Kewill is a leading provider of supply chain software solutions with best in class technology and a long history of successfully supporting its many customers across the globe. We believe that Kewill has an attractive future which we plan to invest in using our deep experience of supporting software companies."

Commenting on the Acquisition, George Elliott, Chairman of Kewill, said:

"Given the ongoing challenges faced by the business, including the meaningful contribution to operating profit from our reverse logistics business which we intend to exit, we firmly believe that this transaction is in the best interests of all Kewill stakeholders, including our shareholders, employees, customers and partners. The financial and operational flexibility afforded by Francisco Partners' ownership and their extensive experience in the software sector will, we believe, enable Kewill to execute its long-term strategy."

This summary should be read in conjunction with the accompanying full text of this announcement and the appendices to it which set out further details of the Acquisition and which form an integral part of this announcement. Appendix I to this announcement contains the Conditions to, and certain further terms of, the Acquisition. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement. Appendix III to this announcement contains further details of the irrevocable undertakings. Appendix IV to this announcement contains definitions of certain expressions used in this summary and in this announcement.

HSBC is acting as sole financial adviser to Bidco. Investec is acting as sole financial adviser to Kewill.

Enquiries:
Bidco and Francisco Partners	Tel: +44 (0) 20 7907 8600
Deep Shah
HSBC (financial adviser to Bidco and Francisco Partners)	Tel: +44 (0) 20 7991 8888
Abbas Merali Gloria Leung
Kewill	Tel: +44 (0) 1483 406080
Paul Nichols David Gibbon
Investec (financial adviser and corporate broker to Kewill)	Tel: +44 (0) 20 7597 5000
Andrew Pinder / Patrick Robb Dominic Emery / Junya Iwamoto
FTI Consulting (public relations adviser to Kewill)	Tel: +44 (0) 20 7269 7147
Edward Bridges Marc Cohen

HSBC Bank plc, which is authorised and regulated in the United Kingdom by the FSA, is acting for Bidco and Francisco Partners and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Francisco Partners for providing the protections afforded to clients of HSBC Bank plc, or for giving advice in connection with the Acquisition or any matter referred to herein.

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or in relation to matters described in this announcement or any transaction or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an 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 Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

Overseas Shareholders

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. 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 who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Unless otherwise determined by Bidco or required by the Code, and permitted by applicable law and regulation, the Acquisition 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 Acquisition 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 Acquisition 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 Acquisition (including custodians, nominees and trustees) must not mail or otherwise 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 Acquisition to Kewill 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.

Forward-Looking Statements

This announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Kewill's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Kewill's business.

These forward-looking statements are not guarantees of future financial performance. Except as expressly provided in this document, they have not been reviewed by the auditors of Bidco or Kewill. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to Bidco or Kewill or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco and Kewill disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Kewill confirms that at the close of business on 1 May 2012, it had 90,971,175 Kewill Shares in issue. The ISIN reference for Kewill Shares is GB0007383341.

Information Relating to Kewill Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Kewill Shareholders, persons with information rights and other relevant persons for the receipt of communications from Kewill may be provided to 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 free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Kewill's website (www.kewill.com/uk) by no later than 12 noon (London time) on 3 May 2012.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Kewill's website (or any other website) is incorporated into, or forms part of, this announcement.

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

2 May 2012

RECOMMENDED PROPOSALS FOR THE CASH ACQUISITION

KEWILL PLC
by

KINETIC BIDCO LIMITED
an investment vehicle indirectly owned by the Francisco Partners Funds

to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1 Introduction

The Kewill Directors and the Bidco Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of Kewill by Bidco, an investment vehicle owned indirectly by the Francisco Partners Funds, pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Kewill. It is intended that the Acquisition be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.

2 The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix I to this announcement and to be set out in the Scheme Document, Kewill Shareholders will be entitled to receive:

for each Kewill Share held 96 pence in cash

The consideration of 96 pence for each Kewill Share values the entire existing issued and to be issued ordinary share capital of Kewill at approximately £89.5 million (fully diluted for the exercise of all options under the Kewill Share Schemes with an exercise price lower than 96 pence per Kewill Share and net of amounts payable on the exercise of such options) and represents a premium of approximately:

· 26.3 per cent. to the Closing Price of 76.0 pence per Kewill Share on 1 May 2012 (being the last Business Day prior to the date of this announcement); and

· 35.8 per cent. over the Volume Weighted Average Price of 70.7 pence per Kewill Share in the month prior to the date of this announcement; and

· 32.8 per cent. over the Volume Weighted Average Price of 72.3 pence per Kewill Share in the three months prior to the date of this announcement.

The Volume Weighted Average Price is calculated as the volume weighted average of the daily volume weighted price.

3 Background to and reasons for the Acquisition

Francisco Partners believes that the acquisition of Kewill represents an attractive opportunity to invest in the supply chain software sector. As one of the leaders in its market, Kewill's strong product portfolio and deep understanding of its customers' needs, enable it to provide mission-critical software solutions and services. Francisco Partners believes that the acquisition of Kewill represents an attractive opportunity due to: (i) Kewill's reputation within its market and its attractive client base; (ii) potential growth and further investment and consolidation opportunities within the sector in which Kewill operates; and (iii) the ability of Kewill to seek to execute its longer-term strategy without the demands of a public listing.

Francisco Partners has extensive experience of assisting software companies such as Kewill in creating long-term value and believes it is well placed to assist Kewill as it continues to develop and execute its strategy. Francisco Partners intends to support Kewill in integrating prior acquisitions, exploring additional acquisition opportunities and providing the necessary resources for future investment and growth.

4 Background to and reasons for the recommendation

The Kewill Directors have evaluated the Acquisition by Francisco Partners on behalf of Kewill Shareholders as a whole.

The Kewill Directors believe that the increasing complexity of global trade and the continuing introduction of demanding new regulations and legislation will result in ongoing demand for its products and services. However, Kewill's organic growth has remained disappointing due to continuing challenging market conditions.

In the financial year to 31 March 2012, Kewill's overall profitability was enhanced by a specific contract in its reverse logistics division that served to offset the downward effect on Kewill's profitability arising from a number of unanticipated delays across its business and enabled Kewill to maintain similar levels of profitability to that in its previous financial year.

In the financial year to 31 March 2012, Kewill's reverse logistics business contributed approximately £3.4 million in adjusted operating profit. However, as a result of customer cancellations and limited new sales opportunities Kewill is intending to exit this business once current contractual commitments have expired and as such it is not expected to contribute meaningful operating profits in the next two financial years.

Following the approach by Francisco Partners, the Kewill Directors held detailed discussions regarding the terms of a potential acquisition of Kewill by Bidco. These discussions have resulted in the proposed recommended acquisition of Kewill by Bidco at a price of 96 pence in cash per Scheme Share.

The Kewill Directors have weighed the benefits of maintaining a London listing against the constraints of running a publicly traded company, including Kewill's ability to undertake appropriate earnings-accretive acquisitions. The Kewill Directors believe that the Acquisition will provide Kewill with enhanced financial and operational flexibility as it seeks to execute its strategy in the longer-term.

The Kewill Directors also consider that, whilst there may be potential for future growth for investors, any future growth is uncertain and, in light of the challenging market conditions, Kewill Shareholders should be given the opportunity to realise value from their investment in cash, immediately and at an attractive premium to the level at which the share price has been trading in the recent past.

5 Recommendation

The Kewill Directors, who have been so advised by Investec, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Kewill Directors, Investec has taken into account the commercial assessments of the Kewill Directors. Investec is providing independent financial advice for the purposes of Rule 3 of the Code to the Kewill Directors.

Accordingly, the Kewill Directors intend unanimously to recommend that Kewill Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as each Kewill Director holding Kewill Shares has irrevocably undertaken to do in respect of those Kewill Shares in which he and his connected persons are beneficially interested representing in total approximately 1.12 per cent. of Kewill's existing issued ordinary share capital (further details of these irrevocable undertakings are contained in paragraph 6 below).

6 Irrevocable undertakings and letters of intent

Bidco has received irrevocable undertakings from each of the Kewill Directors holding Kewill Shares to vote, or procure the vote, in favour of the Scheme at the Court Meeting and in favour of the resolutions to be proposed at the General Meeting, in respect of a total of 1,021,943 Kewill Shares, representing approximately 1.12 per cent. of the issued ordinary share capital of Kewill in which he and his connected persons are beneficially interested. The irrevocable undertakings given by the Kewill Directors will remain in full force and effect in the event of a competing offer for Kewill and/or if the Acquisition is carried out by way of a Takeover Offer.

Bidco has also received irrevocable undertakings from AXA Investment Managers UK Ltd, Aviva Investors Global Services Limited, RGM Capital, LLC and SVG Investment Managers Limited to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, in respect of a total of 23,189,041 Kewill Shares, representing approximately 25.49 per cent. of the issued ordinary share capital of Kewill.

The irrevocable undertakings received from RGM Capital, LLC and SVG Investment Managers Limited will cease to be binding in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by more than 10 per cent. per Kewill Share. In addition, the irrevocable undertaking given by RGM Capital, LLC will lapse on 30 June 2012 or such later date as may be agreed by RGM Capital, LLC and Bidco.

The irrevocable undertakings received from AXA Investment Managers UK Ltd and Aviva Investors Global Services Limited will cease to be binding in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by more than 5 per cent. per Kewill Share. In addition, the irrevocable undertaking given by AXA Investment Managers UK Ltd will lapse on 30 June 2012.

In aggregate, therefore, Bidco has received irrevocable undertakings in respect of a total of 24,210,984 Kewill Shares, representing approximately 26.61 per cent. of the issued ordinary share capital of Kewill.

Bidco has also received non-binding letters of intent from Henderson Global Investors Limited and RGM Capital, LLC to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 2,420,355 Kewill Shares over which such shareholders have discretionary control, representing approximately 2.66 per cent. of the issued ordinary share capital of Kewill.

In aggregate therefore, Bidco has received indications of support to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of 26,631,339 Kewill Shares, representing approximately 29.27 per cent. of the ordinary share capital of Kewill in issue on 1 May 2012.

Further details of the irrevocable undertakings are set out in Appendix III to this announcement and copies have been put on display in accordance with paragraph 20 below.

7 Information on Bidco and Francisco Partners

Bidco

Bidco is a newly-incorporated company formed for the purpose of the Acquisition and owned indirectly by the Francisco Partners Funds. Bidco is incorporated under the laws of England and Wales and has not traded since incorporation, nor has it entered into any obligations, other than in connection with the Acquisition and the financing of the Acquisition.

Francisco Partners

Francisco Partners is a leading private equity firm focused exclusively on investments in technology and technology-enabled businesses. With approximately $7 billion of capital raised to date, Francisco Partners has a long and successful investment track record in software businesses, having invested over $2.5 billion across more than 30 software and services investments.

8 Information on Kewill

Kewill was founded in 1972 and is headquartered in Guildford, United Kingdom, and has offices in 8 countries, including the United Kingdom, the United States of America, the Netherlands, Germany, Singapore and the People's Republic of China.

Kewill delivers solutions that accelerate global trade and logistics. Kewill's software enables customers to accelerate their customs and forwarding, transportation & logistics, and eCommerce & B2B integration and thus drive revenue growth and measurable cost savings.

Kewill has delivered global trade and logistics solutions to some of the most sophisticated companies in the world. Over 7,000 businesses use Kewill solutions including Ingersoll Rand, DHL, UPS, TNT, Hankyu Hanshin, Scott's & Co., Hitachi, WaverleyTBS, Mothercare, Black & Decker and Damco.

In its unaudited interim results for the six months ended 30 September 2011, Kewill had revenues of £27.2 million (30 September 2010: £28.9 million) and a loss before tax of £738,000 (30 September 2010: profit of £619,000). As at 30 September 2011, total assets were £78.0 million (30 September 2010: £77.5 million) and net assets were £56.4 million (30 September 2010: £53.6 million).

9 Current Trading

On 5 April 2012, Kewill announced:

"Trading statement for the year ended 31 March 2012

Kewill plc (Ticker: KWL) ("Kewill" or the "Group" or the "Company"), the provider of software solutions that accelerates global trade and logistics, today provides an update on trading for the year ended 31 March 2012.

The Company has continued to experience longer sales cycles as a result of the difficult macro-economic conditions in all Regions and the resulting more cautious approach from customers in their evaluation of our products. Consequently the Board expects to report revenue and adjusted operating profit at similar levels to FY2011, and therefore, below the current consensus of market expectations for the year just ended.

As announced in our Q3 IMS at the end of January 2012, Kewill indicated that it expected to close three major new contracts prior to the end of the financial year once project evaluations had been completed. Unfortunately, we were only able to close one of these large license deals, of the other two one customer decided to carry out further paid for consultancy work before committing to place their order and the other deferred their project, although confirming Kewill as their supplier of choice. In addition to this we closed a large licence contract in our Reverse Logistics business in the fourth quarter, which has made a significant contribution to the results for the year just ended.

Cash generation in the year continued to be good and Kewill's cash balance increased to £17.6m as at 31 March 2012 (£16.9m as at 31 March 2011) after taking account of the acquisition of the assets of Point&Ship, the payment of deferred consideration on the Minihouse acquisition and purchase of shares to satisfy our share option plans as announced on 1 February 2012.

Whilst the contract slippages described above are disappointing, we do have encouraging momentum going into our new financial year with the above mentioned potential contracts together with a number of other projects in our sales pipeline. The Board therefore looks to the future with confidence."

Since 5 April 2012, Kewill has continued to trade in line with the Kewill Directors' expectations.

The Board of Kewill is aware that certain statements in the above trading update constitute a profit estimate for the financial year ended 31 March 2012 pursuant to Rule 28.6 of the Code.

In particular, the following wording is relevant:

"…the Board expects to report revenue and adjusted operating profit at similar levels to FY2011, and therefore, below the current consensus of market expectations for the year just ended."

The Board of Kewill intends to release a consulting accountant's report on the accounting policies and calculations for the profit estimate pursuant to Rule 28.3 of the Code, together with comments on the estimate from Investec being the Company's independent financial adviser and broker. This will be released to a regulatory news service on or before 15 May 2012 in order that Kewill Shareholders may consider for themselves the profit estimate prior to the Court Meeting and General Meeting.

10 Management, employees and locations

Francisco Partners and Bidco recognise the skills, technical ability and experience of the existing management and employees of Kewill. Accordingly, Francisco Partners intends and has given assurances to the Kewill Directors that the existing employment rights, including pension rights, of all Kewill employees will be fully safeguarded on completion of the Acquisition.

Given the limited amount of business diligence which Francisco Partners has been able to carry out to date, Francisco Partners has not sought to create a new strategic plan for Kewill. Instead, Francisco Partners intend to seek to realise growth opportunities and to support Kewill in continuing to develop and execute management's existing longer-term strategy. This strategy does not currently include any intention to redeploy the fixed assets of Kewill or to effect a material change in any conditions of employment of Kewill employees.

Francisco Partners intends to work with Kewill's management to carry out a strategic review of its operations and business lines following completion of the Acquisition. No decisions have been made by Francisco Partners in relation to the strategic review. The strategic review may or may not result in changes to the employee base, locations and operations of Kewill.

Each of the non-executive directors of Kewill has agreed to resign from the board of Kewill conditional upon, and with effect from, the Effective Date. Paul Nichols, Chief Executive Officer of Kewill, intends to remain in his position for a limited transitionary period following completion of the Acquisition.

Paul Nichols and Kewill have agreed, subject to and conditional upon completion of the Acquisition, certain compromise arrangements relating to the cessation of his employment. Further details of these arrangements will be set out in the Scheme Document.

11 Kewill Share Schemes

Participants in the Kewill Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Kewill Share Schemes and appropriate proposals will be made to participants at the same time as the publication of the Scheme Document unless otherwise agreed with the Panel.

12 Financing

The cash consideration payable under the Acquisition is being entirely financed by equity funding to be invested indirectly by the Francisco Partners Funds. Bidco may, in due course, seek to substitute or refinance such equity funding with third party debt funding.

HSBC, financial adviser to Bidco, is satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the consideration payable to Kewill Shareholders in connection with the Acquisition.

13 Confidentiality agreement

Francisco Partners and Kewill entered into a confidentiality agreement on 27 March 2012 pursuant to which Francisco Partners has undertaken to keep confidential information relating to Kewill and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.

14 Conditions

The Scheme is subject to the Conditions and certain further terms set out in Appendix I to this announcement and to be set out in the Scheme Document.

The Conditions in paragraph 1 of Appendix I to this announcement provide that the Acquisition will lapse if (amongst other things):

· the Scheme does not become effective by the Long Stop Date (or such later date as Bidco and Kewill may, with the consent of the Panel, agree and (if required) the Court may allow);

· the approval of the Scheme by a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

· the approval of certain matters relating to the Scheme and the related Capital Reduction being duly passed by the requisite majorities at the General Meeting; and

· the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by Kewill and Bidco) and the delivery of office copies of the Court Orders to the Registrar of Companies.

15 Structure of the Acquisition

It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act. The Scheme is an arrangement between Kewill and the Scheme Shareholders and is subject to the approval of the Court.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Kewill. This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full a number of new shares in Kewill (which is equal, in nominal value, to the number of Scheme Shares cancelled) and issuing them to Bidco, as a result of which Scheme Shareholders will receive cash consideration on the basis set out in paragraph 2 of this announcement.

The Scheme requires the approval of Scheme Shareholders at the Court Meeting. The resolution to approve the Scheme at the Court Meeting must be approved by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, representing not less than 75 per cent. in value of the Kewill Shares held by such Scheme Shareholders. Implementation of the Scheme will also require the passing of the resolutions to approve certain matters relating to the Scheme and the related Capital Reduction (requiring approval by the requisite majorities at the General Meeting, which will be held immediately after the Court Meeting).

Once the necessary approvals from Kewill Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be approved by the Court. The Scheme will then become effective upon delivery of the Court Order(s) and requisite statement of capital as approved by the Court to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Kewill Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which is expected to be despatched to Kewill Shareholders as soon as practicable and, in any event, within 28 days of the date of this announcement.

16 Disclosures of interests in Kewill Shares

As at the close of business on 1 May 2012, being the last practicable date prior to the publication of this announcement, save for the irrevocable undertakings referred to in paragraph 6 above, none of Bidco or any of its directors or Francisco Partners or any of its partners or, so far as Francisco Partners and the Bidco Directors are aware, any person acting, or deemed to be acting, in concert with Bidco hold any interests in Kewill Shares.

17 Delisting and re-registration

It is intended that an application will be made to the UK Listing Authority for the cancellation of the listing of Kewill Shares on the Official List and to the London Stock Exchange for the cancellation of trading in the Kewill Shares on London Stock Exchange's main market for listed securities to take effect from or shortly after the Effective Date.

On the Effective Date, Kewill will become a wholly-owned subsidiary of Bidco or a nominee of Bidco and share certificates in respect of Kewill Shares will cease to be valid and should be destroyed. In addition, entitlements to Kewill Shares held within the CREST system will be cancelled.

It is also proposed that, following the Effective Date and after its shares are delisted, Kewill will be re-registered as a private limited company pursuant to the relevant provisions of the 2006 Act.

18 Overseas shareholders

The availability of the Acquisition or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas Kewill Shareholders will be contained in the Scheme Document.

19 General

Bidco reserves the right to elect (subject to the prior consent of the Panel) to implement the acquisition of the Kewill Shares by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on substantially the same terms as those which would apply to the Scheme (subject to appropriate amendments, including an acceptance condition set at 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Bidco may decide and the Panel may agree).

The Acquisition will be made subject to the Conditions and further terms set out in Appendix I to this announcement and those terms which will be set out in the Scheme Document and the Forms of Proxy. The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable of the Acquisition. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FSA.

The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. A summary of the irrevocable undertakings is contained in Appendix III to this announcement. Certain terms used in this announcement are defined in Appendix IV to this announcement.

The Kewill Directors accept responsibility for the information contained in this announcement relating to the Kewill Group, themselves and their immediate families, related trusts and connected persons. The Bidco Directors accept responsibility for all of the other information contained in this announcement. To the best of the knowledge and belief of the Bidco Directors and the Kewill Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement for which they are respectively responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

20 Documents on display

Copies of this announcement, the confidentiality agreement referred to in paragraph 13 above, the letters of intent referred to in paragraph 6 above and the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this announcement will be made available on Kewill's website at www.kewill.com/uk by no later than 12 noon (London time) on 3 May 2012 until the end of the Offer Period.

Enquiries:
Bidco and Francisco Partners	Tel: +44 (0) 20 7907 8600
Deep Shah
HSBC (financial adviser to Bidco and Francisco Partners)	Tel: +44 (0) 20 7991 8888
Abbas Merali Gloria Leung
Kewill	Tel: +44 (0) 1483 406080
Paul Nichols David Gibbon
Investec (financial adviser and corporate broker to Kewill)	Tel: +44 (0) 20 7597 500
Andrew Pinder / Patrick Robb Dominic Emery / Junya Iwamoto
FTI Consulting (public relations adviser to Kewill)	Tel: +44 (0) 20 7269 7147
Edward Bridges Marc Cohen

Investec, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Kewill and no one else in connection with the Acquisition and will not be responsible to anyone other than Kewill for providing the protections afforded to clients of Investec or for providing advice in connection with the Acquisition or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an 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 Acquisition will be made solely through the Scheme Document and the accompanying Forms of Proxy, which will together contain the full terms and conditions of the Acquisition, including details of how to accept the Acquisition. Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made.

Overseas Shareholders

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 the United Kingdom. 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 who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.

Forward-Looking Statements

This announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco's or Kewill's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco's or Kewill's business.

Dealing Disclosure Requirements

Information relating to Kewill Shareholders

Publication on Website

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Kewill's website (or any other website) is incorporated into, or forms part of, this announcement.

APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme

The Acquisition will be conditional upon the Scheme becoming unconditional and effective, subject to the Code, by no later than the Long Stop Date, or such later date (if any) as Bidco and Kewill may, with the consent of the Panel agree and (if required) the Court may allow.

1 The Scheme will be subject to the following conditions:

1.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders who are on the register of members of Kewill at the Scheme Voting Record Time, and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required (or any adjournment thereof), and (ii) such Court Meeting being held on or before 17 June 2012 (or such later date as may be agreed by Bidco and Kewill); and

1.2 (i) the resolutions required to implement the Scheme and approve the related Capital Reduction being duly passed by Kewill Shareholders by the requisite majorities at the General Meeting (or any adjournment thereof), and (ii) such General Meeting being held on or before 17 June 2012 (or such later date as may be agreed by Bidco and Kewill); and

1.3 (i) the sanction of the Scheme by the Court and confirmation of the Capital Reduction by the Court (in either case with or without modification but subject to any modification being on terms reasonably acceptable to Kewill and Bidco) and (a) the delivery of copies of the Court Order(s) and the requisite statement of capital attached thereto to the Registrar of Companies and (b) if so ordered in order to take effect, the registration of the Court Order effecting the Capital Reduction and such statement of capital by the Registrar of Companies, and (ii) the Court hearing to sanction the Scheme being held on or before 7 July 2012 (or such later date as may be agreed by Bidco and Kewill).

2 Subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order(s) will not be delivered to the Registrar of Companies unless such Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

Notifications, waiting periods and authorisations

(a) all necessary merger control approvals or clearances required under section 35 et seq. of the German Act against restraints on Competition (Gesetz gegen Wettbewerbsbeschränk-ungen) in connection with the Acquisition or any aspect of the Acquisition having been obtained or having been deemed to be obtained as a result of the expiry, lapse or termination of any applicable waiting periods;

(b) other than in respect of Condition 2(a), all material notifications, filings or applications which are necessary having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in respect of the Acquisition and the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, Kewill or any other member of the Wider Kewill Group by any member of the Wider Bidco Group and all Authorisations necessary in respect thereof having been obtained in terms and in a form reasonably satisfactory to Bidco from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Kewill Group or the Wider Bidco Group has entered into contractual arrangements and all such Authorisations necessary to carry on the business of any member of the Wider Kewill Group in any jurisdiction remaining in full force and effect at the time at which the Acquisition becomes otherwise wholly unconditional and no notice of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations having been made where the absence of such Authorisation would have a material adverse effect on the Wider Kewill Group;

Antitrust and regulatory

(c) no antitrust regulator or Third Party having given notice in writing of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to in each case which would or might reasonably be expected to be material in the context of the Widen Kewill Group, or Wider Bidco Group, as the case may be, when taken as a whole:

(i) require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider Kewill Group of all or any material part of its businesses, assets or property or impose any limitation on the ability of all or any of them to conduct their businesses (or any part thereof) or to own, control or manage any of their assets or properties (or any part thereof);

(ii) except pursuant to Chapter 3 of Part 28 of the 2006 Act, require any member of the Wider Bidco Group or the Wider Kewill Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider Kewill Group (other than in connection with the implementation of the Acquisition);

(iii) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in Kewill or on the ability of any member of the Wider Kewill Group or any member of the Wider Bidco Group directly or indirectly to hold or exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Wider Kewill Group;

(iv) otherwise materially adversely affect any or all of the business, assets or profits of any member of the Wider Kewill Group;

(v) result in any member of the Wider Kewill Group ceasing to be able to carry on business under any name under which it presently carries on business (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(vi) make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Kewill by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain or delay to a material extent or otherwise materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere with or require material adverse amendment of the Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Kewill by any member of the Wider Bidco Group;

(vii) require, prevent or materially delay a divestiture by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in any member of the Wider Kewill Group; or

(viii) impose any material limitation on the ability of any member of the Wider Bidco Group or of any member of the Wider Kewill Group to integrate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider Kewill Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any applicable jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Kewill Shares or otherwise intervene having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement, etc.

(d) save as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider Kewill Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities (or the equivalent) in Kewill or because of a change in the control or management of any member of the Wider Kewill Group, would or might reasonably be expected to result in, to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole:

(i) any monies borrowed by, or any other indebtedness, actual or contingent, of, or any grant available to, any member of the Wider Kewill Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Kewill Group or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, lease, licence, franchise, permit or other instrument being terminated or the rights, liabilities, obligations or interests of any member of the Wider Kewill Group being adversely modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iv) any liability of any member of the Wider Kewill Group to make any severance, termination, bonus or other payment to any of its directors, or other officers;

(v) any member of the Wider Kewill Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vi) the value of, or the financial or trading position of any member of the Wider Kewill Group being prejudiced or adversely affected; or

(vii) the creation of any liability (actual or contingent) by any member of the Wider Kewill Group other than trade creditors or other liabilities incurred in the ordinary course of business,

and no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider Kewill Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions (d)(i) to (vii) to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole;

Certain events occurring since 31 March 2011

(e) save as Disclosed, no member of the Wider Kewill Group having since 31 March 2011:

(i) issued or agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Kewill Shares out of treasury (except, in each case, where relevant, as between Kewill and wholly owned subsidiaries of Kewill or between the wholly owned subsidiaries of Kewill and except for the issue or transfer out of treasury of Kewill Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the Kewill Share Schemes);

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly owned subsidiary of Kewill to Kewill or any of its wholly owned subsidiaries;

(iii) other than pursuant to the Acquisition (and except for transactions between Kewill and its wholly owned subsidiaries or between the wholly owned subsidiaries of Kewill and transactions in the ordinary course of business) implemented, effected, authorised or announced its intention to implement, effect or authorise any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole;

(iv) except for transactions in the ordinary course of business or between the Wider Kewill Group and its wholly owned subsidiaries, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

(v) issued, authorised or announced an intention to authorise the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or (other than trade credit incurred in the ordinary course of business) incurred or increased any indebtedness except as between Kewill and any of its wholly owned subsidiaries or between such subsidiaries which in any case is material in the context of the Wider Kewill Group taken as a whole;

(vi) entered into or varied or authorised or announced its intention, other than in the ordinary course of business, to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude which is material in the context of the Wider Kewill Group taken as a whole;

(vii) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director of Kewill;

(viii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider Kewill Group (in a manner which is material in the context of the Wider Kewill Group taken as a whole);

(ix) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, except in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital (other than pursuant to the implementation of the Acquisition);

(x) (other than in respect of claims between Kewill and any wholly owned subsidiaries of Kewill and otherwise than in the ordinary course of business) waived, compromised or settled any claim which is material in the context of the Wider Kewill Group taken as a whole;

(xi) terminated or varied the terms of any agreement or arrangement between any member of the Wider Kewill Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider Kewill Group taken as a whole;

(xii) save as envisaged in accordance with the terms of the Scheme made any alteration to its memorandum or articles of association or other incorporation documents to an extent which is material in the context of the Acquisition;

(xiii) made or agreed or consented to any change to the terms of the trust deeds and rules constituting the pension scheme(s) established for its directors, employees or their dependants or to the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to (in each case which is material to the Wider Kewill Group taken as a whole);

(xiv) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xv) (other than in respect of a member of the Wider Kewill Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case which is material in the context of the Wider Kewill Group taken as a whole;

(xvi) (other than for transactions between Kewill and its wholly-owned subsidiaries or between the wholly owned subsidiaries of Kewill and transactions in the ordinary course of business) made, authorised or announced an intention to propose any change in its loan capital to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole; or

(xvii) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition (e);

No adverse change, litigation, regulatory enquiry or similar

(f) save as Disclosed, since 31 March 2011:

(i) no adverse change having occurred in the business, assets, financial or trading position or profits of any member of the Wider Kewill Group which is material in the context of the Wider Kewill Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Kewill Group or to which any member of the Wider Kewill Group is or may become a party (whether as claimant, defendant or otherwise), in each case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition;

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Kewill Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Kewill Group, in each case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition;

(iv) no contingent or other liability in respect of any member of the Wider Kewill Group having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider Kewill Group to an extent in any such case which is material in the context of the Wider Kewill Group taken as a whole or in the context of the Acquisition; and

(v) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Kewill Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Kewill Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters regarding information, liabilities and environmental issues

(g) save as Disclosed, Bidco not having discovered:

(i) that any financial, business or other information concerning the Wider Kewill Group publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Bidco Group by or on behalf of any member of the Wider Kewill Group prior to the date of this announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading (in each case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(ii) that any member of the Wider Kewill Group is, otherwise than in the ordinary course of business, subject to any liability, contingent or otherwise and which is material in the context of the Wider Kewill Group taken as a whole;

(iii) that any past or present member of the Wider Kewill Group has not complied in any respect with all applicable legislation, regulations of any jurisdiction or any notice or requirement of any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Kewill Group (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole);

(iv) that there has been a disposal, discharge, spillage, accumulation, release, leak, emission or the migration, production, supply, treatment, storage, transport or use of any waste or hazardous substance or any substance likely to impair the environment (including any property) or harm human health which (whether or not giving rise to non-compliance with any law or regulation), would be likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider Kewill Group (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole); or

(v) that there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property, asset or any controlled waters currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Kewill Group, under any environmental legislation, common law, regulation, notice, circular, Authorisation or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto (in any case to an extent which is material in the context of the Wider Kewill Group taken as a whole).

(h) save as Disclosed, Bidco not having discovered that any past or present member of the Wider Kewill Group has:

(i) paid or agreed to pay any bribe including any 'inducement fee', given or agreed to give any similar gift or benefit or paid or agreed to pay to a concealed bank account or fund to or for the account of, any customer, supplier, governmental official or employee, representative of a political party, or other person for the purpose of obtaining or retaining business or otherwise engaged in any activity, or done such things (or omitted to do such things) in contravention of the UK Bribery Act 2010; or

(ii) engaged in any business with or made any investments in, or made any payments to, (i) any government, entity or individual with which US persons are prohibited from engaging in activities or doing business by US laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or (ii) any government, entity or individual targeted by any of the economic sanctions of the United Kingdom and administered by the Bank of England; and

(i) save as Disclosed, no circumstance having arisen or event having occurred since the date of this announcement in relation to any intellectual property owned, used or licensed by the Wider Kewill Group or to any third parties, including:

(i) any member of the Wider Kewill Group losing its title to any intellectual property or any intellectual property owned by the Wider Kewill Group being revoked, cancelled or declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Kewill Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Wider Kewill Group infringed the intellectual property rights of a third party or any member of the Wider Kewill Group being found to have infringed the intellectual property rights of a third party,

in each case, which is material in the context of the Wider Kewill Group taken as a whole.

Part B: Certain further terms of the Acquisition

To the extent permitted by law and subject to the requirements of the Panel, Bidco reserves the right to waive in whole or in part, all or any of the above Conditions 2(a) to (i) (inclusive).

If Bidco is required by the Panel to make an offer for Kewill Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

The Scheme will be subject to applicable requirements of the Code, the Panel, the FSA and the London Stock Exchange.

Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer. In such event, the acquisition will be implemented on substantially the same terms subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage, being more than 50 per cent., as Bidco may, subject to the rules of the Code and the consent of the Panel, decide) of the shares to which such offer relates, so far as applicable, as those which would apply to the Scheme.

The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Acquisition will lapse and the Scheme will not proceed if, before the date of the Meetings: (i) the Acquisition or any matter arising from it is referred to the Competition Commission; or (ii) following a request to the European Commission under Rule 22(3) of the EC Merger Regulation in relation to the Acquisition or any part of it which is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the EC Merger Regulation.

The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 jurisdiction where to do so would violate the laws of that jurisdiction.

Under Rule 13.5 of the Code, Bidco may not invoke a condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the condition are of material significance to Bidco in the context of the Acquisition. The conditions contained in paragraph 1 of Part A are not subject to this provision of the Code.

The Acquisition will be governed by the law of England and Wales and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I and to be set out in the Scheme Document.

APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION

1. The value of Kewill's existing issued and to be issued ordinary share capital as implied by the offer price stated in paragraph 2 of this announcement is based on:

· an issued ordinary share capital of 90,971,175 Kewill Shares as per the confirmation by Kewill pursuant to Rule 2.10 of the Code contained in this announcement; and

· 3,021,323 Kewill Shares being the maximum number of ordinary shares that can be allotted pursuant to options granted under the Kewill Share Schemes and which have an exercise price of less than 96 pence per Kewill Share,

net of the maximum number of options settled through the expected proceeds to Kewill from exercise of all options under the Kewill Share Schemes with an exercise price lower than 96 pence per Kewill Share.

2. Unless otherwise stated, all prices and closing prices for Kewill Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

3. The premium calculation to the price per Kewill Share has been calculated by reference to a price of 76.0 pence per Kewill Share, being the Closing Price on 1 May 2012, the last Business Day prior to the publication of this announcement.

4. The premium calculations to the Volume Weighted Average Price per Kewill Share have been calculated by reference to the volume weighted average of the daily volume weighted price, being 70.7 pence over the last month and 72.3 pence over the last three months per Kewill Share sourced from Bloomberg.

5. Unless otherwise stated, the financial information relating to Kewill is extracted from the audited consolidated financial statements of Kewill for the financial year ended 31 March 2011 or from the interim results statement of Kewill for the six months ended 30 September 2011.

6. The adjusted operating profit referred to in paragraph 4 of this announcement is based on unaudited financial information for Kewill for the year ended 31 March 2012.

APPENDIX III
IRREVOCABLE UNDERTAKINGS

The following holders or controllers of Kewill Shares have given irrevocable undertakings to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting:

PART A

Name	Number of Kewill Shares	% of Kewill Shares in issue	Number of Kewill Shares under Kewill Share Schemes
Paul Nichols	950,923	1.045	1,042,312
Richard Gawthorne	30,000	0.033	Nil
George Elliott	21,020	0.023	Nil
David Garman	20,000	0.022	Nil
David Gibbon	Nil	Nil	470,689
TOTAL	1,021,943	1.12	1,513,001

Bidco has received irrevocable undertakings from the Kewill Directors in respect of their (and their connected persons') beneficial holdings of Kewill Shares, representing approximately 1.12 per cent. of the existing issued ordinary share capital of Kewill:

(a) to vote or procure the vote in favour of the Scheme at the Court Meeting and each of the resolutions to be proposed at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such offer.

The irrevocable undertakings given by the Kewill Directors will lapse if:

(a) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised or replacement Scheme or Takeover Offer on substantially the same or better terms is announced in accordance with Rule 2.7 of the Code at the same time; or

(b) the Scheme or any Takeover Offer lapses or is withdrawn (and no new, revised or replacement Scheme or Takeover Offer on substantially the same or better terms has been announced, in accordance with Rule 2.7 of the Code, at the same time).

PART B

Name	Number of Kewill Shares	% of Kewill Shares in issue	Number of Kewill Shares under Kewill Share Schemes
AXA Investment Managers UK Ltd	10,471,307	11.51	Nil
RGM Capital, LLC	5,060,500	5.56	Nil
Aviva Investors Global Services Limited	4,520,077	4.97	Nil
SVG Investment Managers Limited	3,137,157	3.45	Nil
TOTAL	23,189,041	25.49	Nil

AXA Investment Managers UK Ltd

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from AXA Investment Managers UK Ltd ("AXA") in respect of 10,471,307 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 11.51 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from AXA will cease to be binding:

(a) in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by more than five per cent.;

(b) if the Scheme (or, in the event that Bidco elects to make the Acquisition by way of Takeover Offer, such Takeover Offer) lapses or is withdrawn and no new, revised or replacement Scheme or Takeover Offer has been announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time; or

RGM Capital, LLC

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from RGM Capital, LLC ("RGM Capital") in respect of 5,060,500 Kewill Shares over which it is able to exercise discretionary and voting control. Such shares represent approximately 5.56 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from RGM Capital will cease to be binding:

(a) in the event of a competing offer for Kewill, the value of which (in the opinion of HSBC Bank plc) exceeds the value of the Acquisition by more than ten per cent.;

Aviva Investors Global Services Limited

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Aviva Investors Global Services Limited ("Aviva") in respect of 4,520,077 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 4.97 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from Aviva will cease to be binding:

(a) in the event of a competing offer for Kewill, the value of which exceeds the value of the Acquisition by five per cent. or more;

(b) if the Scheme Document or formal document containing the Takeover Offer (as applicable) has not been posted within 28 days of the date of this announcement or within such longer period as Bidco and Kewill may, with the consent of the Panel, determine;

(c) if the Scheme or Takeover Offer lapses or is withdrawn without becoming (as applicable) effective or unconditional in all respects; or

(d) if Aviva are required to withdrawn their undertaking by any court or competent regulator;

(e) in the event the Acquisition is carried out by way of a Takeover Offer, on the expiry of 14 days from the date on which the Takeover Offer becomes unconditional or such longer period, up to a maximum of 2 months, specified in the formal document containing the Takeover Offer over which the Takeover Offer remains open for acceptance; or

(f) if there is a material change in the information relating to the Acquisition upon which Aviva's decision to provide their undertaking was based and Aviva deem it necessary to revoke their undertaking as a result thereof.

SVG Investment Managers Limited

Bidco has received an irrevocable undertaking to vote, or procure the vote, in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from SVG Investment Managers Limited ("SVG") in respect of 3,137,157 Kewill Shares which it manages on behalf of clients and in respect of which it is able to exercise discretionary and voting control. Such shares represent approximately 3.45 per cent. of the existing issued ordinary share capital of Kewill. The irrevocable undertaking remains binding if the Acquisition is carried out by way of a Takeover Offer.

The irrevocable undertaking received from SVG will cease to be binding:

(a) in the event of a competing offer for Kewill, the value of which (in the opinion of HSBC Bank plc) exceeds the value of the Acquisition by more than ten per cent.; or

(b) if the Scheme (or, in the event that Bidco elects to make the Acquisition by way of Takeover Offer, such Takeover Offer) lapses or is withdrawn.

APPENDIX IV
DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise.

"2006 Act"	the Companies Act 2006, as amended;
"Acquisition"	the proposed acquisition by Bidco of the entire issued and to be issued ordinary share capital of Kewill at a price of 96 pence per Kewill Share to be effected by means of the Scheme and, where the context admits, any subsequent variation, revision, extension or renewal thereof;
"Authorisations"	regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals;
"Bidco"	Kinetic Bidco Limited, a company incorporated in England and Wales under number 8036181 whose registered office is at 22 Bedford Row, London WC1R 4JS;
"Bidco Directors"	the directors of Bidco as at the date of this announcement;
"Business Day"	a day (other than Saturdays, Sundays and UK public holidays) on which banks are open for business in London;
"Capital Reduction"	the reduction of Kewill's share capital provided for by the Scheme;
"Closing Price"	the middle market price of a Kewill Share at the close of business on the day to which such price relates, as derived from the Daily Official List of the London Stock Exchange for that day;
"Code"	the City Code on Takeovers and Mergers;
"Competition Commission"	the UK Competition Commission;
"Conditions"	the Conditions to the Acquisition, as set out in Appendix I of this announcement and to be set out in the Scheme Document;
"connected person(s)"	has the same meaning as in sections 252 to 256 of the 2006 Act;
"Court"	the High Court of Justice in England and Wales;
"Court Meeting"	the meeting of Scheme Shareholders and any separate class meeting which may be required (and any adjournment thereof) to be convened pursuant to an order of the Court under Part 26 of the 2006 Act for the purposes of considering and, if thought fit, approving the Scheme (with or without amendment);
"Court Order(s)"	the order(s) of the Court sanctioning the Scheme and confirming the related Capital Reduction;
"CREST"	a relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations);
"Daily Official List"	the daily official list of the London Stock Exchange;
"Dealing Disclosure"	has the same meaning as in Rule 8 of the Code;
"Disclosed"	the information disclosed in: (i) the Kewill annual report and accounts in respect of the financial year ended 31 March 2011; (ii) the Kewill interim results for the six months ended on 30 September 2011; (iii) any public announcement by Kewill to a Regulatory Information Service on or before 5 p.m. on the Business Day prior the date of this announcement; or (iv) any other matter fairly disclosed (in sufficient detail to allow Bidco to identify the nature and scope of the relevant fact, matter or circumstance) on or before 5 p.m. on the Business Day prior the date of this announcement;
"EC Merger Regulation"	Council Regulation (EC) No. 139/2004;
"Effective Date"	the date on which the Scheme becomes effective in accordance with its terms;
"Excluded Shares"	any Kewill Shares which are registered in the name of or beneficially owned by any member of the Bidco Group or its nominee(s) at the relevant time and any Kewill Shares held in treasury;
"Forms of Proxy"	the forms of proxy for use at the Court Meeting and the General Meeting;
"Francisco Partners"	Francisco Partners Management, L.P.;
"Francisco Partners Funds"	Francisco Partners III (Cayman), L.P. and Francisco Partners Parallel Fund III (Cayman), L.P.;
"FSA"	the Financial Services Authority in its capacity as the competent authority for the purposes of Part VI of the FSMA;
"FSMA"	the Financial Services and Markets Act 2000;
"General Meeting"	the general meeting of Kewill Shareholders (and any adjournment thereof) to be convened in connection with the Scheme;
"HSBC"	HSBC Bank plc, financial adviser and corporate broker to Bidco and Francisco Partners;
"Investec"	Investec Bank plc, financial adviser and corporate broker to Kewill;
"London Stock Exchange"	London Stock Exchange plc, a public company incorporated in England and Wales with registered number 2075721;
"Long Stop Date"	27 October 2012 or such later date (if any) as Bidco and Kewill may, with the consent of the Panel agree and (if required) the Court may allow;
"Kewill"	Kewill plc, a company incorporated in England and Wales with registered number 1037515;
"Kewill Directors"	the directors of Kewill as at the date of this announcement;
"Kewill Shareholders"	the holders of Kewill Shares;
"Kewill Share Schemes"	together, the 1995 Executive Share Option Scheme, the 1995 Executive Share Option (No. 2) Scheme, the Performance Share Plan and the 2011 Performance Share Plan;
"Kewill Shares"	ordinary shares of one penny each in the capital of Kewill;
"Offer Period"	the offer period (as defined by the Code) relating to Kewill, which commenced on 2 May 2012, the date of this announcement;
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Code;
"Overseas Shareholders"	Kewill Shareholders with registered addresses outside the United Kingdom or who are not resident in, or nationals or citizens of, the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers;
"Reduction Record Time"	the time and date specified as such in the Scheme Document expected to be 6.00 p.m. on the Business Day immediately preceding the date upon which the order of the Court is made confirming the Capital Reduction under Section 648 of the 2006 Act;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended from time to time;
"Regulatory Information Service"	a service approved by the London Stock Exchange for the distribution to the public of regulatory announcements and included within the list maintained on the London Stock Exchange's website;
"Restricted Jurisdiction"	any jurisdiction where extension or acceptance of the Acquisition would violate the law of that jurisdiction;
"Scheme"	the proposed scheme of arrangement under Part 26 of the 2006 Act to effect the Acquisition between Kewill and holders of Scheme Shares, the full terms of which will be set out in the Scheme Document with or subject to any modification, addition or condition which Bidco and Kewill may agree, and if required, the Court may approve or impose;
"Scheme Document"	the document to be sent to Kewill Shareholders, containing and setting out the Scheme, the notices convening the Court Meeting, the General Meeting and the further particulars required by Part 26 of the 2006 Act;
"Scheme Shares"	the Kewill Shares:
	(i) in issue at the date of the Scheme Document;
	(ii) issued after the date of the Scheme Document and before the Scheme Voting Record Time; and
	(iii) issued at or after the Scheme Voting Record Time and before the Reduction Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,
	in each case other than any Excluded Shares;
"Scheme Shareholders"	the holders of Scheme Shares;
"Scheme Voting Record Time"	the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Court Meeting;
"Substantial Interest"	in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in Section 548 of the 2006 Act) of such undertaking;
"Takeover Offer"	should Bidco elect to attempt to implement the Acquisition by way of a takeover offer (as that term is defined in the 2006 Act), the offer to be made by Bidco to acquire all of the issued and to be issued Kewill Shares and, where the context admits, any subsequent revisions, variations, extension or renewal of such offer;
"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, or any other body or person whatsoever in any jurisdiction;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia;
"Volume Weighted Average Price"	the volume weighted average of the daily volume weighted price of Kewill Shares derived from Bloomberg;
"Wider Bidco Group"	Bidco, its parent undertakings, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest; and
"Wider Kewill Group"	Kewill, its subsidiary undertakings, associated undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the 2006 Act.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.

£ and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

$ means US dollars, the lawful currency of the United States.

This information is provided by RNS

The company news service from the London Stock Exchange

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