SunGard Data Systems Inc. et al. - cl. 104(2)(c)

Headnote

Cash take-over bid made in Ontario - Bid madein accordance with the laws of the United Kingdom and The CityCode on Take-overs and Mergers - De minimis exemptionunavailable because Ontario holders of offeree's shares holdapproximately 2.47% of the class, which exceeds the 2% thresholdand bid not made concurrently in Ontario - Bid exempted fromthe requirements of Part XX, subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as amended,ss. 93(1)(e), 95-100 and 104(2)(c).

Recognition Orders Cited

In the Matter of the Recognition of CertainJurisdictions (Clauses 93(1)(e) and 93(3)(h) of Act) (1997)20 OSCB 1035.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, CHAPTER S.5,AS AMENDED

(the "Act")

AND

IN THE MATTER OF

SUNGARD DATA SYSTEMS INC.,

SUNGARD INSURANCE SERVICESLIMITED

AND CITIGROUP GLOBAL MARKETSLIMITED

ORDER

(Clause 104(2)(c))

UPON the application (the "Application")of SunGard Data Systems Inc. ("SunGard"), its wholly-ownedsubsidiary SunGard Insurance Services Limited (the "Offeror")and Citigroup Global Markets Limited ("Citigroup")(collectively, the "Offering Parties") to the OntarioSecurities Commission (the "Commission") for an orderpursuant to clause 104(2)(c) of the Act exempting SunGard fromthe requirements of sections 95 through 100 of the Act (the"Take-over Bid Requirements") in respect of the extensionof the offer (the "Offer") by SunGard, through theOfferor, to acquire all of the issued and to be issued shares(the "Sherwood Shares") of Sherwood InternationalPlc ("Sherwood") to shareholders of Sherwood (the"Sherwood Shareholders") resident in Ontario (the"Ontario Sherwood Shareholders");

AND UPON considering the Applicationand the recommendation of the Staff of the Commission;

AND UPON the Offering Parties havingrepresented to the Commission as follows (except that Citigroupdoes not make the representations in 1., 2., 4. and 11.):

1. SunGard is incorporated under the lawsof the State of Delaware. SunGard's shares are listed fortrading on the New York Stock Exchange. SunGard is not a reportingissuer in Ontario, nor is it a reporting issuer or the equivalentin any other province or territory of Canada.

2. The Offeror is a wholly-owned subsidiaryof SunGard, newly incorporated under the laws of England andWales for the purposes of the Offer.

3. Citigroup, which is regulated in the UnitedKingdom by the Financial Services Authority, is acting asfinancial adviser to SunGard and the Offeror.

4. Sherwood is incorporated under the lawsof England and Wales. The Sherwood Shares are listed on theOfficial List of the UK Listing Authority and admitted totrading on the London Stock Exchange. Sherwood is not a reportingissuer in Ontario, nor is it a reporting issuer or the equivalentin any other province or territory of Canada.

5. The Offer is an all-cash offer to acquireall of the issued and to be issued share capital of Sherwood(the "Sherwood Shares") for a price of 140 penceper share.

6. The Offer is being made by Citigroup onbehalf of the Offeror and complies with the applicable rulesand regulations of the City Code on Takeovers and Mergers.

7. The Offer document was mailed to SherwoodShareholders (other than Sherwood Shareholders in Canada,the United States, Australia and Japan) on July 10, 2003 withan initial closing date of July 31, 2003. The Offer was extendedfor a further period of 14 days.

8. SunGard announced on August 11, 2003 that(i) approximately 55.33% of the Sherwood Shares had been tenderedpursuant to the Offer and (ii) the Offeror had acquired inthe market 29.46% of the Sherwood Shares. The Offeror hasreduced the percentage of Sherwood Shares required to satisfythe acceptance condition of the Offer and declared the Offerunconditional. The Offeror will be taking up and paying forthe Sherwood Shares tendered pursuant to the Offer, resultingin SunGard owning, directly or indirectly, approximately 84.79%of the Sherwood Shares.

9. The Offer will remain open for acceptanceuntil further notice and remains subject to the terms setout in the Offer document. The Offering Parties intend tomake the extended Offer to Ontario Sherwood Shareholders.There are no Sherwood Shareholders resident in any other jurisdictionin Canada other than Ontario.

10. All of the Sherwood Shareholders to whomthe Offer is made, including the Ontario Sherwood Shareholders,will be treated equally.

11. SunGard intends to implement in due coursethe procedures provided in the UK Companies Act to acquirecompulsorily any Sherwood Shares to which the Offer relates.In addition, SunGard intends to procure that Sherwood appliesto the UK Listing Authority for cancellation of the listingof the Sherwood Shares on the Official List and to the LondonStock Exchange for admission to trading of the Sherwood Sharesto be cancelled. It is expected that such cancellations willtake effect no earlier than 20 business days after August11, 2003.

12. Based upon information provided to theOffering Parties by Sherwood from its share register, as atJuly 8, 2003 there were seven Ontario Sherwood Shareholders,holding an aggregate of 1,148,975 Sherwood Shares and representingan aggregate of 2.47% of the Sherwood Shares.

13. Although the Commission has recognizedthe laws of the United Kingdom for the purposes of clause93(1)(e) of the Act, the Offering Parties cannot rely uponthe exemption in Clause 93(1)(e) from the Take-over Bid Requirementsbecause the aggregate number of Sherwood Shares held by OntarioSherwood Shareholders is more than 2% and the Offer documentis not being mailed to Ontario Sherwood Shareholders concurrentlywith the mailing of the Offer document to Sherwood Shareholdersresident in the United Kingdom.

14. All materials relating to the Offer sentby or on behalf of the Offering Parties to Sherwood Shareholdersresident in the United Kingdom will be (i) sent to all OntarioSherwood Shareholders; and (ii) filed with the Commission.

15. The Offer will be open for acceptanceby Ontario Sherwood Shareholders for a minimum of 15 daysfollowing mailing of the Offer document to such shareholders.

AND UPON the Commission being satisfiedthat to do so would not be prejudicial to the public interest.

IT IS ORDERED, pursuant to clause 104(2)(c)of the Act that, in connection with the Offer, the OfferingParties be exempt from the Take-over Bid Requirements, providedthat

(a) all materials relating to the Offer sentby or on behalf of the Offering Parties to Sherwood Shareholdersresident in the United Kingdom be:

(i) sent to all Ontario Sherwood Shareholders;and

(ii) filed with the Commission; and

(b) the Offer be open for acceptance by OntarioSherwood Shareholders for a minimum of 15 days following mailingof the Offer document to such shareholders.

August 19, 2003.