Electronic Data Processing : Initiation of Strategic Review

Microsoft Word - Draft Strategic Review Announcement Final 1804 2.docx

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.

ELECTRONIC DATA PROCESSING PLC ("EDP" or the "Company")

Initiation of Strategic Review

(including commencement of offer period under the Takeover Code)

18 April 2016

EDP announces today that it has decided to conduct a review of various strategic options open to the Company to maximise value for shareholders, which could include a sale of the Company.

Whilst the Board believes that the Company has a secure future as an independent business, the Board has taken this decision in order to seek to unlock value for shareholders whilst safeguarding the interests of all stakeholders.

The Board has appointed BDO LLP as financial adviser for the purposes of the strategic review.

The Takeover Panel ("the Panel") has agreed that any discussions with third parties may be conducted within the framework set out in Note 2 on Rule 2.6 of the Takeover Code (the "Code"). The Panel has granted a dispensation from the requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such that any interested party will not be required to be publicly identified as a result of this announcement (subject to note 3 to Rule 2.2 of the Code) and will not be subject to the 28 day deadline referred to in Rule 2.6(a), for so long as it is participating in discussions with the Company.

Following this announcement, the Company is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements listed below will apply.

The Company will make a further announcement when appropriate.

In accordance with Rule 2.10 of the Code, the Company confirms that it has 12,610,976 ordinary shares of 5p each in issue and admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities under the ISIN GB0003101523.

Enquiries:

Electronic Data Processing PLC BDO LLP (Financial Adviser) Julian Wassell John Stephan / Susan Jarram

Chief Executive 0207 486 5888

0114 2622010

About Electronic Data Processing PLC

Electronic Data Processing PLC is a supplier of software solutions to the Merchanting and Wholesale Distribution Industry. These include ERP and e-business solutions together with a comprehensive range of customer support, implementation and training services. EDP also offers a powerful, combined CRM and business intelligence solution across a wide range of industries.

EDP's solutions are offered through either on-site licenced arrangements or on a cloud/hosted basis from its own data centre located in Milton Keynes.

EDP has around 300 customers ranging from small owner-managed businesses to multinationals.

Publication on Website

A copy of this announcement will be made available at www.edp.co.uk no later than 12:00 noon (London time) on 19 April 2016 (being the business day following the date of this announcement) in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

BDO LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Electronic Data Processing PLC (as financial adviser) and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than for Electronic Data Processing PLC for providing the protections afforded to clients of BDO LLP nor for providing advice in relation to the matters referred to in this announcement.

The directors of Electronic Data Processing PLC accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities

exchange 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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.