DCA Detica Grp.

    RNS Number : 2627E
  BAE SYSTEMS PLC
  25 September 2008
   
    Not for release, publication or distribution in or into
Canada, Australia and Japan or any other jurisdiction where it would be unlawful to do so
    25 September 2008
    Recommended cash offer
by
BAE Systems (Holdings) Limited
(a wholly-owned subsidiary of BAE Systems plc)
    for
Detica Group plc
    Offer declared wholly unconditional 
    Introduction
    On 28 July 2008, the boards of BAE Systems plc ("BAE Systems") and Detica Group plc ("Detica") announced that they had reached agreement
on the terms of a recommended cash offer for the entire issued and to be issued share capital of Detica (the "Offer"), to be made by a
wholly-owned subsidiary of BAE Systems, BAE Systems (Holdings) Limited ("BAE Systems Holdings"). The full terms and conditions of the Offer
were set out in an offer document issued by BAE Systems Holdings on 31 July 2008 (the "Offer Document"). 
    On 12 September 2008, BAE Systems Holdings announced that the Offer was being extended and would remain open for acceptance until 1:00
p.m. (London time) on 25 September 2008.
    Offer declared wholly unconditional 
    BAE Systems Holdings is pleased to announce that all the conditions of the Offer have now been satisfied or waived. Accordingly, the
Offer is now declared wholly unconditional. 
    The Offer will remain open for acceptance until further notice and at least 14 days' notice will be given by announcement before the
Offer is closed. 
    Level of Acceptances
    As at 3:00p.m. (London time) on 24 September 2008, BAE Systems Holdings had received valid acceptances from Detica Shareholders in
respect of 97,992,683 Detica Shares, representing approximately 84.10 per cent. of Detica's existing issued share capital and approximately
91.63 per cent. of the Detica Shares to which the Offer relates. This total includes acceptances received in respect of 7,162,397 Detica
Shares (representing approximately 6.15 per cent. of the existing issued share capital of Detica) which were subject to irrevocable
commitments procured by BAE Systems Holdings from the Directors of Detica.  
    In addition, BAE Systems Holdings is the owner of 9,575,433 Detica Shares, representing approximately 8.22 per cent. of the existing
share capital of Detica. These 9,575,433 Detica Shares were initially acquired by BAE Systems, on 29 July and were subsequently transferred
to BAE Systems Holdings. Accordingly, BAE Systems Holdings is the owner or has received valid acceptances in respect of 107,568,116 Detica
Shares, representing approximately 92.32 per cent. of the existing issued share capital of Detica.
    On 23 September (being the latest practicable date prior to the publication of this announcement) BAE Systems Holdings or any person
acting in concert with BAE Systems Holdings had interests in or rights to subscribe for Detica relevant securities as follows:
 Name                            Nature of interest  Number of relevant    Percentage of Detica existing issued share
                                                     securities            capital
 BAE Systems Holdings            Share               9,575,433             8.22%
 Deutsche Bank AG, London        Long                700                   0.0006%
 Branch
 Deutsche Bank AG, London        Short               24,963                0.02%
 Branch

    Save as disclosed in either this announcement or in the Offer Document, neither BAE Systems Holdings, nor any person acting in concert
with BAE Systems Holdings, is interested in or has any rights to subscribe for any Detica Shares nor does any such person have any short
position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any
arrangement in relation to Detica Shares. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of Detica Shares and any borrowing or lending of Detica Shares which have not
been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to Detica Shares.
    Settlement of the consideration
    Settlement of the consideration to which any Detica Shareholder is entitled under the Offer will be despatched either on or before 8
October 2008 in respect of Detica Shares for which acceptances of the Offer complete in all respects have been received as at 3.00p.m.
(London time) today. Settlement of consideration due in respect of acceptances of the Offer complete in all respects received after 3.00p.m.
(London time) today but while it remains open for acceptance will be despatched to accepting Detica Shareholders within 14 days of receipt
of such acceptances
    Compulsory acquisition and cancellation of listing
    As set out in the Offer Document, BAE Systems Holdings intends to procure that Detica will make an application for the cancellation of
the listing of the Detica Shares on the Official List and for the cancellation of trading of the Detica Shares on the London Stock
Exchange's market for listed securities. It is anticipated that such cancellations will take effect no earlier than 23 October 2008. The
cancellation of the listing would significantly reduce the liquidity and marketability of any Detica Shares not assented to the Offer at
that time.

    Further, as set out in the Offer Document, as BAE Systems Holdings has received acceptances under the Offer in respect of 90 per cent.
or more of the Detica Shares to which the Offer relates, BAE Systems will exercise its rights pursuant to sections 974 to 991 of the
Companies Act 2006 to acquire compulsorily the remaining Detica Shares in respect of which the Offer has not been accepted.

    Acceptance of the Offer
    As stated above, the Offer will remain open for acceptance until further notice.
    If you have yet to accept the Offer and hold Detica Shares in certificated form (that is, not through CREST), to accept the Offer,
please complete, sign and return the Form of Acceptance (which has been sent to you together with the Offer Document) in accordance with the
instructions thereon and set out in the Offer Document as soon as possible.
    If you have yet to accept the Offer and hold Detica Shares in uncertificated form (that is, through CREST), to accept the Offer, please
follow the procedures set out in the Offer Document so as to ensure that your TTE instruction settles as soon as possible. If you hold
Detica Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the
necessary TTE instruction to Euroclear.
    Unless otherwise defined in this announcement, capitalised words and phrases used in this announcement shall have the same meanings
given to them in the Offer Document.
    Copies of the Offer Document are available for inspection during normal business hours on any Business Day at the offices of Freshfields
Bruckhaus Deringer LLP, 65 Fleet Street, London, EC4Y 1HS, until the end of the Offer Period.
    Enquiries
    Deutsche Bank (financial adviser to BAE Systems) - 020 7545 8000
    Anthony Parsons
    Charles Bryant
    Omar Faruqui
    UBS (corporate broker to BAE Systems) - 020 7568 0000
    Philip Shelley
    Chris Smith
    This announcement does not constitute an offer or an invitation to purchase any securities. The Offer is being made solely by means of
the Offer Document and the acceptance forms accompanying the Offer Document, which will contain the full terms and conditions of the Offer
including details of how it may be accepted.
    Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and
regulated by the Financial Services Authority for the conduct of UK business. Deutsche Bank AG is acting as financial adviser to BAE Systems
and no-one else in connection with the Offer and will not be responsible to anyone other than BAE Systems for providing the protections
afforded to the clients of Deutsche Bank AG nor for providing advice in relation to the Offer  or any other matter referred to herein. 
    UBS Limited is acting as sole corporate broker to BAE Systems and no-one else in connection with the Offer and will not be responsible
to any person other than BAE Systems for providing the protections afforded to clients of UBS Limited nor for providing advice in relation
to the Offer, the contents of this document or any transaction, arrangement or other matter referred to herein.
    The availability of the Offer to Detica 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.
    The Offer is not being made in or into, and is not capable of acceptance in or from any Restricted Jurisdiction.  Persons receiving this
announcement and all documents relating to the Offer, including custodians, nominees and trustees, should observe these restrictions and
should not send or distribute documents in, from or into such jurisdictions as doing so may invalidate any purported acceptance of the
Offer.
    Dealing disclosure requirements
    Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or
more of any class of "relevant securities" of Detica, all "dealings" in any "relevant securities" of Detica, (including by means of an
option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Detica, they will be deemed to be a single person for the purpose of Rule 8.3.
    Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant securities" of Detica by BAE Systems or Detica, or by any
of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date
of the relevant transaction.
    A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of
such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced to, securities.
    Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule 8, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
    Notice to US holders of Detica Shares
    The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those
of the United States. The financial information included in this document has been prepared in accordance with accounting standards
applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting principles in the United States. The Offer will be made in the
United States pursuant to applicable US tender offer rules and otherwise in accordance with the requirements of the City Code. Accordingly,
the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
    The receipt of cash pursuant to the Offer by a US holder of Detica Shares may be a taxable transaction for US federal income tax
purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Detica Shares is urged to consult his
independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
    It may be difficult for US holders of Detica Shares to enforce their rights and any claim arising out of the US federal securities laws,
since BAE Systems and Detica are located in a non-US country, and some or all of their officers and directors may be residents of a non-US
country. US holders of Detica Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations
of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's
judgement.
    In accordance with normal UK practice and pursuant to exemptive relief from the US Securities and Exchange Commission, BAE Systems or
its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Detica Shares
outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance.
Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Deutsche Bank and UBS will continue to act as exempt market makers in Detica
Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory
Information Service of the UK Listing Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.



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