Unicom Systems, Inc.: Offer for Macro 4 | Company Announcements

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Friday 05 December, 2008

Unicom Systems, Inc.

Offer for Macro 4

RNS Number : 6360J

Unicom Systems, Inc.

05 December 2008

Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where it would be unlawful to do so

5 December 2008

Recommended Cash Offer

for Macro 4 Plc ('Macro 4')

by UNICOM Systems, Inc. ('UNICOM')

Summary

The Boards of UNICOM and Macro 4 are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by UNICOM, to acquire the whole of the issued and to be issued share capital of Macro 4, other than the Acquired Shares.
The Offer will be 145 pence in cash for each Macro 4 Share and values Macro 4's entire issued and to be issued share capital not already held by UNICOM at approximately £28 million.
The Offer Price represents:
- A premium of approximately 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4 December 2008, being the last Business Day prior to this announcement; and
- A multiple of approximately 36x Macro 4's diluted earnings per share of 4 pence for the year ended 30 June 2008.
The Macro 4 Directors intend unanimously to recommend the Offer and the Interested Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial holdings (or, as applicable, procure acceptance by their family members), which amount, in aggregate, to 645,985 Macro 4 Shares, representing approximately 2.8 per cent. of the existing issued share capital of Macro 4.
Irrevocable undertakings to accept or procure the acceptance of the Offer have been obtained from certain other significant Macro 4 Shareholders in respect of a total of 7,700,543 Macro 4 Shares, representing approximately 33.8 per cent. of the existing issued share capital of Macro 4. In addition, UNICOM has received a non-binding letter of intent to accept the Offer from a further Macro 4 Shareholder in respect of a total of 730,000 Macro 4 Shares, representing approximately 3.2 per cent. of the existing issued share capital of Macro 4.
UNICOM holds 3,638,880 Macro 4 Shares representing approximately a further 16.0 per cent. of the existing issued share capital of Macro 4.
Accordingly, UNICOM, in aggregate, holds or has received irrevocable undertakings and a non-binding letter of intent to accept the Offer in respect of a total of 12,715,408 Macro 4 Shares, representing approximately 55.8 per cent. of the existing issued share capital of Macro 4.
EPL Advisory is acting as exclusive financial adviser to UNICOM. Rothschild is acting as financial adviser to Macro 4.

Commenting on the Offer, Corry S. Hong, President and Chief Executive Officer of UNICOM said:

'UNICOM and Macro 4 provide IBM systems management solutions to organisations in the U.S., the U.K. and worldwide. We are very impressed by Macro 4's Document Management, Fault Analysis Portal, and new Application Performance Portal for Java environments. UNICOM was looking for a company that, like UNICOM, offers products that service IBM zOS, CICS/Transaction Server, AS400, iSeries and Open systems products and services. We believe that Macro 4 is a strong fit with UNICOM and we are excited about the future opportunities for the business combination.'

'Following the merger of the two companies, it is intended that Macro 4 will continue along its chosen strategic path and areas of expertise, delivering real cost savings and benefits to its impressive customer base. Macro 4 intends to continue operating from its UK base and maintain its worldwide operations. Macro 4 intends to retain the customer support, marketing, product development and other operations at its principal UK site in Crawley and other UK centres. Customers are expected to continue to receive the highest level of service and support, with the additional benefit of UNICOM's own product range available. Macro 4 believes that customers and staff alike will benefit from the merger through what will become an even larger, stronger and customer-focused organization'.

Commenting on the Offer, Patrick Gallagher, the Chairman of Macro 4 said:

'Over the course of the past year there has been substantial progress and change within the company and I would like to thank and congratulate the Macro 4 team on their loyalty and dedication through this process. As a result of their efforts, operational benefits are already beginning to be delivered from the recent rebranding and restructuring exercise and I believe that Macro 4 is now positioned strongly for the future. In considering the UNICOM proposal, the Directors and I have balanced the continuing strength and prospects of the company against a highly uncertain macroeconomic outlook and concluded that the certainty of the cash price proposed is in the best interests of our shareholders. It is my belief that the merger of UNICOM and Macro 4 will be beneficial for both Macro 4 employees and customers and that the combined company, under the leadership of Corry Hong, has a bright future.'

This summary should be read in conjunction with, and is subject to, the full text of the following announcement and the Appendices. Appendix I sets out the conditions and the principal further terms of the Offer, Appendix II contains information on bases and sources used in this announcement, Appendix III provides information in relation to the irrevocable undertakings and Appendix IV contains definitions of certain terms used in this announcement.

Enquiries:

UNICOM Corry S. Hong, President and Chief Executive Officer	Tel: +1 (818) 838-0606
EPL Advisory LLP (financial adviser to UNICOM) David Anderson	Tel: +44 (0)7748 776433
Macro 4 plc Patrick Gallagher, Chairman Ronnie Wilson, Chief Executive	Tel: +44(0)1293 872000
Rothschild (financial adviser to Macro 4) Scott Sheldon Jeremy Millard	Tel: +44 (0) 20 7280 5000

This announcement is not intended to and does not constitute, or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities pursuant to the Offer or otherwise. The Offer will be made solely through the Offer Document and (in respect of Macro 4 Shares held in certificated form) the Form of Acceptance, which will together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in respect of Macro 4 Shares held in certificated form) the Form of Acceptance.

EPL Advisory, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for UNICOM and no one else in connection with the Offer and will not be responsible to anyone other than UNICOM for providing the protections afforded to its clients or for providing advice in relation to the Offer or in relation to the matters described in this announcement or any transaction or arrangement referred to herein.

Rothschild which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Macro 4 and no one else in connection with the Offer and will not be responsible to anyone other than Macro 4 for providing the protections afforded to its clients for providing advice in relation to the Offer or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are nor resident in the UK or who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed herein 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 UK.

The availability of the Offer to Macro 4 Shareholders who are not resident in the UK may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements.

The Offer will not be made, directly or indirectly, in or into the United States or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile or other electronic transmission, telex or telephone) of inter-state or foreign commerce of, or any facility of, a national, state or other securities exchange of, the United States, nor will it be made directly or indirectly in or into Canada, Australia or Japan and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of this announcement are not being, will not be and must not be mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan or any other such jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Any persons (including without limitation custodians, nominees or trustees) receiving this announcement must not mail, forward, distribute or send it in, into or from the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and may invalidate any purported acceptance of the Offer.

Forward-Looking Statements

This announcement, including information included or incorporated by reference to this announcement, may include certain 'forward-looking statements'. These statements are based on the current expectations of the management of Macro 4 and UNICOM (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Macro 4 or UNICOM of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical facts. Without limitation, any statements preceded or followed by or that include the words 'targets', 'plans' 'believes', 'expects', 'aims', 'intends', 'will', 'may', 'should', 'could', 'would', 'can', 'continue', 'opportunity', 'anticipates', 'estimates', 'projects' or, words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as: (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 Macro 4's or UNICOM's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Macro 4's or UNICOM's business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, changes in consumer habits and preferences, competitive product and pricing pressures, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Macro 4 nor UNICOM assume any obligation nor do they intend to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

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 one per cent. or more of any class of 'relevant securities' of Macro 4, all 'dealings' in any 'relevant securities' of Macro 4 (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the 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 Macro 4 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 Macro 4 by UNICOM, or Macro 4 or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the 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 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 the application of Rule 8 to you, please consult the Panel on telephone number +44 (0)20 7382 9026; fax +44 (0)20 7638 1554.

Not for release, publication or distribution, in whole or in part, in, into or from the United States, Canada, Australia, Japan or any other jurisdiction where it would be unlawful to do so

5 December 2008

Recommended Cash Offer

for Macro 4 Plc ('Macro 4')

by UNICOM Systems, Inc. ('UNICOM')

1. Introduction

The Boards of UNICOM and Macro 4 are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by UNICOM, to acquire the whole of the issued and to be issued share capital of Macro 4 other than the Acquired Shares.

The Offer will be 145 pence in cash for each Macro 4 Share and values Macro 4's entire and to be issued share capital not already held by UNICOM at approximately £28 million.

2. The Offer

Under the Offer, which will be subject to the terms and conditions set out below (and in Appendix I) and to be set out in the Offer Document and, in the case of Macro 4 Shares held in certificated form, the Form of Acceptance, Macro 4 Shareholders will receive:

For each Macro 4 Share

145 pence in cash

The Offer values the entire issued and to be issued share capital of Macro 4 not already held by UNICOM at approximately £28 million. The Offer Price represents:

A premium of approximately 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4 December 2008, being the last Business Day prior to this announcement; and
A multiple of approximately 36x Macro 4's diluted earnings per share of 4 pence for the year ended 30 June 2008.

Macro 4 Shares will be acquired by UNICOM fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights or interests and together with all rights now or hereafter attaching thereto, including, without limitation, the right to receive and retain all dividends and other distributions (if any) announced, declared, made or paid hereafter.

3. Recommendation

The Macro 4 Directors, who have been so advised by Rothschild, believe the terms of the Offer to be fair and reasonable. In providing advice to the Macro 4 Directors, Rothschild has taken into account the Macro 4 Directors' commercial assessments.

Accordingly, the Macro 4 Directors intend unanimously to recommend that Macro 4 Shareholders accept the Offer and the Interested Directors have irrevocably undertaken to accept the Offer in respect of their own beneficial holdings (or, as applicable, procure acceptance by their family members), which amount, in aggregate, to 645,985 Macro 4 Shares, representing (as at the date of this announcement) approximately 2.8 per cent. of the existing issued share capital of Macro 4.

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

4. Irrevocable undertakings and letter of intent

UNICOM has received irrevocable undertakings and a letter of intent to accept the Offer in respect of a total of 9,076,528 Macro 4 Shares, representing, in aggregate, approximately 39.8 per cent. of Macro 4's existing issued share capital, as set out below:

(a) the Interested Directors have irrevocably undertaken to accept the Offer in respect of their entire beneficial holdings (or, as applicable, procure acceptance by their family members), which amount to, in aggregate 645,985 Macro 4 Shares, representing, in aggregate, approximately 2.8 per cent. of the existing issued share capital of Macro 4. These irrevocable undertakings will continue to be binding if a higher competing offer is made for Macro 4 and will cease to be binding only if the Offer lapses or is withdrawn;

(b) Aberforth Partners LLP has irrevocably undertaken to procure acceptance of this Offer in respect of, in aggregate 5,793,043 Macro 4 Shares over which it has discretionary control, representing, in aggregate, 25.4 per cent. of the existing issued share capital of Macro 4. This irrevocable undertaking will cease to be binding in the event a third party announces a timely competing offer for Macro 4 provided that the consideration for such offer is not less than 160 pence per Macro 4 Share or if the Offer lapses or is withdrawn;

(c) AXA Framlington Investment Management Limited has irrevocably undertaken to procure acceptance of this Offer in respect of, in aggregate 1,907,500 Macro 4 Shares over which it has discretionary management control, representing, in aggregate, 8.4 per cent. of the existing issued share capital of Macro 4. This irrevocable undertaking will cease to be binding in the event a third party announces a timely competing offer for Macro 4 at a premium of 10 per cent. or more to the value of the Offer as at the date such third party offer is announced; if the Offer lapses or is withdrawn; or if the Offer Document is not dispatched to Macro 4 Shareholders before 31 January 2009;

(d) UNICOM has received a non-binding letter of intent to accept the Offer from M&G Investment Management Limited in respect of a total of 730,000 Macro 4 Shares beneficially held by it, representing approximately a further 3.2 per cent. of the existing issued share capital of Macro 4.

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

5. Information on UNICOM

The UNICOM Group provides software, hardware, professional services, educational services, timeshare and outsourcing services.

The UNICOM Group is engaged in the development, marketing and support of IBM compatible mainframe system and i Series software products.

It has grown through a series of international acquisitions. It has an international client base that includes government agencies and organisations and enterprises in healthcare, insurance, retail, banking, and manufacturing.

The UNICOM Group is based in Los Angeles, with offices in New Hampshire, Boston and Hertfordshire, UK.

6. Information on Macro 4

Formed in 1968, and having obtained its public listing in 1986, Macro 4 is a global software company engaged in the development, production, marketing and sales of software solutions for critical business application environments across the globe. Macro 4 focuses on four main solution areas: Intelligent Document and Data Archiving, specifically for SAP environments, Application Decommissioning solutions, Intelligent Printing, Application Performance and Application Availability solutions.

In the year ended 30 June 2008, Macro 4 employed 234 people and generated revenues of approximately £29 million and operating profit of some £0.5 million in the twelve month period ended 30 June 2008.

In recent years, Macro 4 has invested in performance analysis tools with the acquisition and development of new products. Together with its fault diagnosis tools and related mainframe products, Macro 4's performance analysis tools contributed approximately £16 million to revenues in the year ended 30 June 2008. Macro 4 has also increased its solutions offering to its enterprise clientele to include Intelligent Archiving and Intelligent Printing. These segments contributed approximately £13 million to revenues in the year ended 30 June 2008.

Macro 4's document and data archiving solutions provide the capability to store, index, and view large volumes of data and documents based on content. Macro 4 has established a significant customer base with the solution deployed across a wide variety of business functions from call centre and customer services to accounts receivable. In addition, Macro 4's print management solutions have been implemented by many customers worldwide.

Headquartered in the UK, Macro 4 has operations in Belgium, France, Germany, Italy, Spain, Switzerland and the United States. Macro 4's overseas operations accounted for 64 per cent. of its total revenue in the year ended 30 June 2008.

7. Background to and reasons for the Offer

UNICOM has followed the progress of Macro 4 over many years.

UNICOM has identified that UNICOM and Macro 4 provide complementary IBM systems management solutions. UNICOM believes that existing and potential clients, although affected by recent market events, must maintain high level information technology capabilities, and UNICOM further believes that this requirement will drive demand for the technical capabilities offered by the business combination.

UNICOM believes Macro 4's Application Performance and Application Availability tools to be highly complementary to the UNICOM Group's existing CICS/Transaction Server automation suite of products.

UNICOM expects the combination of Macro 4's technical abilities, sales and marketing organisation, and UNICOM's integration and software capabilities to result in a depth of capabilities which would be able address growth opportunities and better serve customers of both Macro 4 and UNICOM.

8. Background to and reasons for the Recommendation

Following a number of unsolicited approaches from potential strategic and financial purchasers of Macro 4, the Macro 4 Directors decided to undertake a limited market testing process to ascertain potential interest in the company from strategic buyers and determine the best course of action for the Company, its employees and shareholders. Following discussions with a number of interested parties the Macro 4 Directors have decided unanimously to recommend the Offer to Macro 4 Shareholders.

In considering whether the Offer is fair and reasonable, the Macro 4 Directors have considered, among other things:

(a) that the Offer provides Macro 4 Shareholders with immediate and certain cash benefits against the uncertain macroeconomic climate and outlook;

(b) that the Offer represents a significant premium of 39.4 per cent. to the Closing Price of 104 pence per Macro 4 Share on 4 December 2008;

(c) that the Offer represents a significant premium of 31.8 per cent. to the average mid market price of 110 pence per Macro 4 Share for the six month period up to and including 4 December 2008; and

(d) that Macro 4 has recently undertaken a process of rebranding and restructuring which has already begun to deliver operational benefits to Macro 4. Whilst the Macro 4 Directors are confident that this exercise will result in increased new business revenue growth, this process will take time to feed through to Macro 4 results and this has to be balanced by the certainty for Macro 4 Shareholders of an immediate cash offer.

On the basis of the above and such other factors as the Macro 4 Directors considered relevant, the Macro 4 Directors concluded that the terms of the Offer are fair and reasonable and should be recommended to Macro 4 Shareholders.

9. Financing for the Offer

The cash consideration payable by UNICOM under the terms of the Offer will be funded from UNICOM's existing cash resources.

EPL, financial adviser to UNICOM, has confirmed that it is satisfied that sufficient financial resources are available to UNICOM to enable it to satisfy, in full, the consideration payable under the terms of the Offer.

10. Management, employees and customers

UNICOM attaches great importance to the skills and experience of the existing management and employees of Macro 4, and intends that Macro 4's current management team will continue to be involved in the ongoing business of Macro 4.

UNICOM has given assurances to the Board of Macro 4 that the existing employment rights of the management and employees of Macro 4, including pension rights, will be fully safeguarded.

Upon the Offer becoming or being declared wholly unconditional, each of the non-executive directors of Macro 4 will resign from their office as directors of Macro 4 and Corry Hong will be appointed to the Macro 4 Board.

Following the merger of the two companies, it is intended that Macro 4 will continue along its chosen strategic path and areas of expertise, delivering real cost savings and benefits to its impressive customer base. Macro 4 intends to continue operating from its UK base and maintain its worldwide operations. Macro 4 intends to retain the customer support, marketing, product development and other operations at its principal UK site in Crawley and other UK centres. Customers are expected to continue to receive the highest level of service and support, with the additional benefit of UNICOM's own product range available. Macro 4 believes that customers and staff alike will benefit from the merger through what will become an even larger, stronger and customer-focused organization.

11. Macro 4 Share Schemes

The Offer will extend to any Macro 4 Shares unconditionally allotted or issued or unconditionally allotted and fully paid (or credited as fully paid) pursuant to the exercise of options under the Macro 4 Share Schemes before the date on which the Offer closes (or, subject to the City Code, by such earlier date as UNICOM may decide).

To the extent that such options are not exercised, and if the Offer becomes or is declared unconditional in all respects, it is intended that appropriate proposals will be made to holders of options under the Macro 4 Share Schemes.

12. Disclosure of interests in Macro 4 Shares

As at close of business on 4 December 2008, being the latest practicable date prior to this announcement, UNICOM owned 3,638,880 Macro 4 Shares representing approximately 16.0 per cent. of the existing issued share capital of Macro 4. Save for this interest, neither UNICOM (nor any of its directors) nor any other member of the UNICOM Group, nor, so far as UNICOM is aware, any person deemed or presumed by the Panel to be acting in concert with UNICOM, owns or controls or has any interest, or has borrowed or lent, any Macro 4 Shares or any securities convertible or exchangeable into Macro 4 Shares (including pursuant to any long exposure, whether conditional or absolute, to changes in the prices of securities) or any rights to subscribe for or purchase the same, or holds any options (including traded options) in respect of, or has any option to acquire, any Macro 4 Shares or has entered into any derivatives referenced to, Macro 4 Shares ('Relevant Macro 4 Securities') which remain outstanding, nor does any such person hold any short positions in relation to Relevant Macro 4 Securities (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery, nor does any such person have any arrangement in relation to Relevant Macro 4 Securities. An 'arrangement' also includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Macro 4 Securities which may be an inducement to deal or refrain from dealing in such securities.

In view of the requirement for confidentiality, UNICOM has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with it for the purposes of the Offer.

13. Compulsory acquisition, cancellation of trading and re-registration as a private company

Upon the Offer becoming or being declared unconditional in all respects and sufficient acceptances having been received, it is the intention of UNICOM to apply the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any remaining Macro 4 Shares in respect of which the Offer has not been accepted.

Assuming the Offer becomes or is declared unconditional in all respects, UNICOM also intends to procure the making of an application by Macro 4 to the London Stock Exchange for the cancellation of the listing of the Macro 4 Shares on the Official List and for the cancellation of trading of the Macro 4 Shares on the London Stock Exchange's market for listed securities. If this cancellation occurs, it will significantly reduce the liquidity and marketability of any Macro 4 Shares not assented to the Offer. It is anticipated that the cancellation of listing on the Official List and admission to trading on the London Stock Exchange will take effect no earlier than 20 Business Days after the Offer becomes or is declared unconditional in all respects provided that UNICOM has, by virtue of its shareholdings and acceptances of the Offer, acquired or agreed to acquire issued share capital carrying at least 75 per cent. of the voting rights of Macro 4.

It is also intended that, following the Offer becoming or being declared unconditional, Macro 4 will be re-registered as a private company under the relevant provisions of the Companies Act 1985.

14. Inducement fee and non-solicitation agreement

UNICOM and Macro 4 have entered into an inducement fee and non-solicitation agreement which contains, amongst other things, certain rights and obligations on the part of Macro 4. Certain key terms of such agreement are summarised below.

Macro 4 has undertaken during the Exclusivity Period:

(i) not, directly or indirectly, to solicit any offer by any party or parties other than UNICOM (a 'Third Party') for the issued share capital of Macro 4 or for any part of the undertaking, businesses or assets of Macro 4 or any of its subsidiaries or any offer or proposal from a Third Party involving a reorganisation or scheme of arrangement involving any member of the Macro 4 Group (an 'Alternative Offer');

(ii) not to enter into any discussions or negotiations with any new Third Party (excluding parties with whom Macro 4 or its advisers on its behalf is currently conducting discussions) in connection with an Alternative Offer or supply to any Third Party any information that would or might assist any person in making an Alternative Offer save that Macro 4 may, if requested by a Third Party bona fide potential offeror, supply the same information supplied to UNICOM and enter into discussions with them where the Board of Macro 4 determines that failure to enter into discussions would be in breach of their fiduciary duties or their duties under the City Code so to do;

(iii) not to enter into any agreement or arrangement in relation to any Alternative Offer which implements, or is made with a view to implementing, the same, save that Macro 4 may enter into any agreement or arrangement where the Macro 4 Board determines that failure to do so would be in breach of their fiduciary duties or their duties under the City Code; and

(iv) subject to any restrictions under applicable law or regulation and subject to any pre-existing confidentiality restrictions, to promptly notify UNICOM if it receives a bona fide and formal approach from any Third Party which is likely to lead to an Alternative Offer.

Macro 4 has agreed to pay UNICOM an inducement fee in cash equal to 1 per cent. of the value of the fully diluted share capital of Macro 4 (as calculated as set out in the City Code) (inclusive of value added tax, if any, but excluding any value added tax which is recoverable by Macro 4) or such lower amount as Macro 4 is permitted to pay under the City Code, or general law, if any of the following events occurs:

(v) the Macro 4 Board recommends an Alternative Offer which is announced during the Exclusivity Period or such board or any director of Macro 4 withdraws, alters or adversely modifies its recommendation of the Offer save in each case where a Third Party has publicly announced a firm intention to make an Alternative Offer for Macro 4 in accordance with Rule 2.5 of the City Code and the Macro 4 Board subsequently complies with its fiduciary duty, obligations under the City Code and/or regulatory obligations in relation to a recommendation to its shareholders; or

(vi) an Alternative Offer is announced and is declared wholly unconditional; or

(vii) Macro 4 takes any action which is within Rule 21.1 of the City Code and is material in the context of the Offer; or

(viii) any of the obligations in paragraphs 14 (i) to 14 (iii) above are breached.

The Exclusivity Period under the terms of the inducement fee and non-solicitation agreement commences on 5 December 2008 and continues until the earlier of (i) in the case of an Offer, the date when UNICOM's Offer lapses (which Offer is not increased or renewed) or the date which is 21 days after the first closing date of the initial Offer, if the Offer has not by such date become or been declared unconditional as to acceptances; and (ii) in the case of a scheme of arrangement, the day after the court sanction hearing.

Nothing in this agreement obliges Macro 4 to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the City Code.

15. General

UNICOM reserves the right to elect to implement the acquisition of Macro 4, with the consent of the Macro 4 Board and the Panel, by way of scheme of arrangement under Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to appropriate amendment) as the Offer. References to the Offer and the Offer Document in this announcement shall include, where applicable, such scheme of arrangement.

The availability of the Offer to persons not resident in the UK may be affected by the laws of the relevant jurisdiction in which they are resident. Any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the City Code.

Appendix I sets out the conditions and the principal further terms of the Offer. Appendix II contains source notes relating to certain information contained in this announcement. Appendix III contains further details of the irrevocable undertakings obtained by UNICOM. Certain terms used in this announcement are defined in Appendix IV.

The full terms of the Offer will be set out in the Offer Document, which will include a letter of recommendation from the Chairman of Macro 4 on behalf of the Macro 4 Board and, in respect of Macro 4 Shares held in certificated form, the Form of Acceptance, which will be posted to Macro 4 Shareholders as soon as reasonably practicable and in any event within 28 days of the date of this announcement.

Enquiries:

UNICOM Corry S. Hong, President and Chief Executive Officer	Tel: +1 (818) 838-0606
EPL Advisory LLP (financial adviser to UNICOM) David Anderson	Tel: +44 (0)7748 776433
Macro 4 plc Patrick Gallagher, Chairman Ronnie Wilson, Chief Executive	Tel: +44(0)1293 872000
Rothschild (financial adviser to Macro 4) Scott Sheldon Jeremy Millard	Tel: +44 (0) 20 7280 5000

Rothschild which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Macro 4 and no one else in connection with the Offer and will not be responsible to anyone other than Macro 4 for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any transaction or arrangement referred to herein.

Forward-Looking Statements

Dealing disclosure requirements

APPENDIX I

CONDITIONS AND PRINCIPAL FURTHER TERMS OF THE OFFER

The Offer will be subject to the following conditions:

a. valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. on the first closing date of the Offer (or such later time(s) and/or date(s) as UNICOM may, subject to the rules of the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as UNICOM may decide) in nominal value of the Macro 4 Shares to which the Offer relates and not less than 90 per cent. (or such lesser percentage as UNICOM may decide) of the voting rights carried by the Macro 4 Shares to which the Offer relates, provided that, unless agreed by the Panel, this condition will not be satisfied unless UNICOM shall have acquired or agreed to acquire (pursuant to the Offer or otherwise), directly or indirectly, Macro 4 Shares carrying, in aggregate, over 50 per cent. of the voting rights then normally exercisable at a general meeting of Macro 4 on such basis as may be required by the Panel (including for this purpose, to the extent (if any) required by the Panel, any voting rights attaching to any shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of conversion or subscription rights or otherwise); and for this purpose (i) the expression “Macro 4 Shares to which the Offer relates” shall be construed in accordance with sections 974 to 991 of the Companies Act 2006; (ii) Macro 4 Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry upon issue; (iii) shares that cease to be held in treasury are Macro 4 Shares to which the Offer relates; and (iv) valid acceptances shall be deemed to have been received in respect of Macro 4 Shares which are treated for the purposes of section 979(8) of the Companies Act 2006 as having been acquired or contracted to be acquired by UNICOM by virtue of acceptances of the Offer;

b. no government or governmental, quasi-governmental authority (whether supranational, national, regional, local or otherwise) or statutory or regulatory body, or other authority (including any anti-trust or merger control authority), court, tribunal, arbitrary body, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction (each, a “Relevant Authority”) having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision, judgement or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might reasonably be expected to (in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole):

i. make the Offer, or its implementation, or the proposed acquisition of Macro 4 or any member of the Macro 4 Group or any Macro 4 Shares or any other shares or securities in, or wider control of, Macro 4 by UNICOM or any member of the Wider UNICOM Group or the subscription by, or allotment to, any member of the Wider UNICOM Group of Macro 4 Shares or any matter arising therefrom or relating thereto, void, illegal or unenforceable under the laws of any relevant jurisdiction or otherwise, directly or indirectly, restrict, restrain, prohibit, delay, impose additional conditions or obligations with respect to, or otherwise impede, challenge or interfere with the Offer or such acquisition, or require amendment to the terms of the Offer or the acquisition of any Macro 4 Shares by UNICOM or any matters arising therefrom;

ii. result in a delay in the ability of UNICOM, or render UNICOM unable, to acquire a material portion of the Macro 4 Shares;

iii. require, prevent, delay or adversely affect the divestiture by any member of the Wider UNICOM Group or any member of the Wider Macro 4 Group of all or any portion of their businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any part thereof;

iv. impose any limitation on the ability of any member of the Wider UNICOM Group to acquire or hold or exercise effectively, directly or indirectly, all or any rights of all or any of the Macro 4 Shares (whether acquired pursuant to the Offer or otherwise) or to exercise voting or management control over Macro 4 or any member of the Wider Macro 4 Group;

v. require any member of the Wider Macro 4 Group to relinquish, terminate or amend in any way any material contract to which any member of the Wider Macro 4 Group is a party;

vi. except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider UNICOM Group or the Wider Macro 4 Group to acquire, or offer to acquire any Macro 4 Shares or other securities or rights thereover in any member of the Wider Macro 4 Group (other than in Macro 4) owned by any third party;

vii. impose any limitation on the ability of any member of the Wider UNICOM Group or the Wider Macro 4 Group to integrate or co-ordinate its business, or any part of it, with the business of any other member of the Wider UNICOM Group or the Wider Macro 4 Group;

viii. result in any member of the Wider UNICOM Group or Wider Macro 4 Group ceasing to be able to carry on business in a manner in which it presently does so; or

ix. otherwise adversely affect any or all of the business, assets, profits or financial or trading position of any member of the Wider UNICOM Group or the Wider Macro 4 Group or the exercise of rights over shares of any company in the Macro 4 Group; and

all applicable waiting and other time periods during which such Relevant Authority could decide, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

c. all necessary filings and applications in connection with the Offer or its implementation having been made and all necessary authorisations, orders, grants, consents, clearances, licences, confirmations, permissions and approvals ('Authorisations'), in any jurisdiction, for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Macro 4 or any member of the Wider Macro 4 Group by any member of the Wider UNICOM Group being obtained in terms and in a form reasonably satisfactory to UNICOM from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any members of the Wider Macro 4 Group (where the absence of such Authorisations would be material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole) and such Authorisations remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) in respect of the Offer or its implementation under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Macro 4 by UNICOM or of the Macro 4 Shares or any matters arising therefrom having been complied with;

d.        save as disclosed in Disclosed Information or as otherwise Publicly Announced, there being no provision of
           any agreement, instrument, permit, franchise, licence or other arrangement to which any member of the
           Wider Macro 4 Group is a party or by or to which it or any of its assets may be bound or subject or any
           circumstance which, as a consequence of the Offer or the acquisition of Macro 4 or proposed acquisition
           by any member of the Wider UNICOM Group of some or all of the shares or other securities in Macro 4
           or because of a change in the control or management of Macro 4 or any member of the Wider Macro 4
           Group by any member of the Wider UNICOM Group, could or might be expected to result in (in each
           case, to an extent or in a manner which is material in the context of the Offer or would have a material and
           adverse effect on the Wider Macro 4 Group, taken as a whole):

i. any monies borrowed by, or of other indebtedness (actual or contingent) of, or grant available to, any member of the Wider Macro 4 Group becomes or is capable of being declared repayable immediately or earlier than the repayment date stated in such agreement, instrument or other arrangement or the ability of any member of the Wider Macro 4 Group to borrow monies or incur any indebtedness is withdrawn, inhibited or becoming capable of being withdrawn;

ii. any mortgage, charge or other security interest is created over the whole or any part of the business, property or assets of any member of the Wider Macro 4 Group otherwise than solely by operation of law in the ordinary course of business or any such security (whenever arising) being enforced;

iii. any such agreement, instrument, permit, franchise, licence or other arrangement, or any right, interest, liability or obligation of any member of the Wider Macro 4 Group therein, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken thereunder;

iv. the value of any member of the Wider Macro 4 Group or its financial or trading position being prejudiced or adversely affected;

v. other than in the ordinary course of business, any asset of the Wider Macro 4 Group being charged or disposed of;

vi. the rights, liabilities, obligations or interests or business of any member of the Wider Macro 4 Group in or with any other person, firm or company (or any arrangement relating to such interest or business) being terminated, modified or adversely affected;

vii. any asset or interest of any member of the Wider Macro 4 Group being or falling to be disposed of or ceasing to be available to any member of the Wider Macro 4 Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Macro 4 Group otherwise than in the ordinary course of business;

viii. any member of the Wider Macro 4 Group ceasing to be able to carry on business under any name under which it presently does so; or

ix. the creation or acceleration of any liability (actual or contingent) by an member of the Wider Macro 4 Group;

e. since 30 June 2008 and save as Publicly Announced or as disclosed in Disclosed Information, no member of the Macro 4 Group having (in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole):

i. issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital, save for options granted or awards made pursuant to the Macro 4 Share Schemes and Macro 4 Shares allotted upon exercise of options or as between Macro 4 and wholly owned subsidiaries of Macro 4 ('Macro 4 Intra Group Transactions');

ii. sold or transferred or agreed to sell or transfer any treasury shares;

iii. recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution other than dividends lawfully paid to Macro 4 or wholly-owned subsidiaries of Macro 4;

iv. other than in respect of Macro 4 Intra Group Transactions, authorised or proposed or announced its intention to propose any acquisition or disposal or transfer of assets or shares or any change in its share or loan capital;

v. issued or authorised or proposed the issue of any debentures or incurred or increased any financial indebtedness or contingent financial liability other than between Macro 4 and its wholly owned subsidiaries;

vi. other than in respect of Macro 4 Intra Group Transactions, disposed of or transferred, mortgaged or encumbered any material asset or any right, title or interest in any material asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material;

vii. entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of a long term or unusual or onerous nature or is otherwise than in the ordinary course of business other than between Macro 4 and its wholly owned subsidiaries;

viii. entered into, or varied the terms of, any contract or agreement with any of the directors or senior executives of Macro 4;

ix. taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

x. been unable, or admitted in writing that it is unable, to pay its debts 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;

xi. waived or compromised any material claim other than in the ordinary course of business;

xii. other than in the ordinary course of business:

(i) taken any action with respect to, adopt, enter into, terminate or amend any severance, change in control, retirement, retention, welfare, incentive or similar agreement, arrangement or benefit plan for the benefit or welfare of any current or former director, officer, employee or consultant or any collective bargaining agreement;

(ii) increased in any respect the compensation or fringe benefits of, or pay any bonus to, any director, officer, employee or consultant;

(iii) amended or accelerated the payment, right to payment or vesting of any compensation or benefits, including any outstanding options or restricted share awards; or

(iv) granted any awards under any bonus, incentive, performance or other compensation plan or arrangement or benefit plan, including the grant of share options, share appreciation rights, share based or share related awards, performance units or restricted share, or the removal of existing restrictions in any benefit plans or agreements or awards made thereunder;

xiii. made any amendment to its memorandum or articles of association or other incorporation documents;

xiv. made or agreed or consented to:

1. any change to:

a. the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or

b. the pensions or the benefits which accrue or are payable thereunder; or

c. the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

d. the basis upon which the liabilities (including pensions) or such pension schemes are funded or made; or

2. any change to the trustees including the appointment of a trust corporation;

xv. entered into any contract, transaction or arrangement which is or is likely to be restrictive to the business of any member of the Wider Macro 4 Group or the Wider UNICOM Group;

xvi. otherwise than in the ordinary course of business, entered into or joined any group, organisation or consortium whereby any member of the Wider Macro 4 Group is obligated to provide intellectual property; or

xvii. entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this condition (e);

f. since 30 June 2008 and save as Publicly Announced or as disclosed in Disclosed Information:

i. no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened or remained outstanding by or against any member of the Wider Macro 4 Group or to which any member of the Wider Macro 4 Group is or may become a party (whether as claimant, defendant or otherwise);

ii. no adverse change having occurred or deterioration in the business, assets, financial or trading position or profits of any member of the Wider Macro 4 Group;

iii. no steps having been taken which would or are reasonably likely to result in the withdrawal, cancellation, termination or modification of any material licence held by any member of the Wider Macro 4 Group which is necessary for the proper carrying on of its business;

iv. no enquiry or investigation by any Relevant Authority having been threatened, announced, implemented or instituted or remaining outstanding; or

v. otherwise than in the ordinary course and in the context of the Offer, no material liability (actual, contingent or otherwise) having arisen or become apparent or increased,

in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole;

g. save as Publicly Announced or as disclosed in the Disclosed Information, UNICOM not having discovered that:

i. any business, financial or other information concerning any member of the Macro 4 Group disclosed, publicly by or on behalf of any member of the Macro 4 Group, either contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading; or

ii. any member of the Wider Macro 4 Group is subject to any liability, actual or contingent, which is not disclosed in the annual report and accounts of Macro 4 for the financial year ended 30 June 2008 or which has been Publicly Announced,

in each case, to an extent or in a manner which is material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole.

h. save as Publicly Announced or as disclosed in Disclosed Information, UNICOM not having discovered that:

i. any past or present member of the Wider Macro 4 Group has not complied with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Macro 4 Group) or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of any member of the Wider Macro 4 Group;

ii. there is or is likely to be any liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider Macro 4 Group or any controlled waters under any environmental legislation, regulation, notice, circular or order of any Relevant Authority or third party or otherwise,

iii. the Wider Macro 4 Group has not complied with any applicable law or regulation governing the conduct of its business in any respect which would be likely to give rise to any liability on the part of any member of the Wider Macro 4 Group taken as a whole;

iv. any contract, agreement or other arrangement which is or may be restrictive on the business of any member of the Wider Macro 4 Group or the Wider UNICOM Group, to an extent which is material in the context of the Offer; or

v. the conduct of the business of the Wider Macro 4 Group infringes the intellectual property rights of any third party,

in each case, to an extent or in manner which is material in the context of the Offer or would have a material and adverse effect on the Wider Macro 4 Group, taken as a whole.

i. save as Publicly Announced or as disclosed in Disclosed Information, UNICOM not having discovered that any past or present member of the Wider Macro 4 Group has:

i. paid or agreed to pay any bribe including any 'inducement fee', given or agreed to give a gift or similar 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, except where the amount is nominal and is for the purpose of expediting or securing the performance of a routine government action; or

ii. engaged in any business with or make any investments in, or make 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 administered by the Bank of England.

Subject to the requirements of the Panel, UNICOM reserves the right to waive, in whole or in part, all or any of conditions (b) to (i) (inclusive) above. Conditions (b) to (i) (inclusive) must be fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by UNICOM to be or to remain satisfied no later than midnight on the twenty-first day after the later of the first closing date of the Offer and the date on which condition (a) is fulfilled (or in each case such later date as the Panel may agree), failing which the Offer shall lapse. UNICOM shall be under no obligation to waive or treat as satisfied any of conditions (b) to (i) (inclusive) by a date earlier than the latest date specified above for the satisfaction thereof notwithstanding that the other conditions of the Offer 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.

Except with the Panel's consent, UNICOM will not invoke any of the above conditions (except for condition (a)) so as to cause the Offer not to proceed, to lapse or be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to UNICOM in the context of the Offer.

The Offer will be on the terms and subject, inter alia, to the conditions which are set out in this Appendix and those terms which will be set out in the formal Offer Document and, in respect of the Macro 4 Shares held in certificated form, Form of Acceptance. The Offer will be governed by English law and will be subject to the jurisdiction of the England courts.

If UNICOM is required by the Panel to make an offer for Macro 4 Shares under the provisions of Rule 9 of the City Code, UNICOM may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

The Offer will lapse if it is referred to the Competition Commission in the United Kingdom before 3.00 p.m. on the first closing date of the Offer or the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. If the Offer lapses, the Offer will cease to be capable of further acceptance and accepting Macro 4 Shareholders and UNICOM will thereupon cease to be bound by any Form of Acceptance or electronic acceptance submitted before the time when the Offer lapses.

UNICOM reserves the right to elect to implement the acquisition of Macro 4, with the consent of the Macro 4 Board and the Panel, by way of scheme of arrangement pursuant to Part 26 of the Companies Act. In such event, such scheme will be implemented on the same terms (subject to appropriate amendment) as the Offer.

The availability of the Offer to persons not resident in the United Kingdom may be affected by laws of the relevant jurisdiction in which they are resident. The attention of Macro 4 Shareholders who are not resident in the United Kingdom is drawn to the relevant provisions of the formal Offer Document which will be distributed on behalf of UNICOM.

APPENDIX II

BASES AND SOURCES OF INFORMATION

(a) The maximum value of the Offer attributable to the entire issued and to be issued ordinary share capital of Macro 4 (and other statements made by reference to the issued share capital of Macro 4) is based on there being 22,787,548 Macro 4 Shares now in issue together with options and conversion rights over a further 213,608 Macro 4 Shares which are all currently exercisable.

(b) Other statements made by reference to the issued share capital of Macro 4 are based on there being 22,787,548 Macro 4 Shares in issue.

(c) The Offer made is based on there being no declaration or payment of any further dividends on any Macro 4 Shares, including any interim dividend.

(d) Unless otherwise stated, the financial information relating to Macro 4 is extracted from Macro 4’s annual report and accounts for the year ended 30 June 2008.

(e) The Closing Prices of Macro 4 Shares represent the closing middle market prices for Macro 4 Shares on the relevant dates taken as derived from the Daily Official List.

(f) The 12 month average share price for Macro 4 Shares has been calculated using the closing middle market prices for Macro 4 Shares on the relevant dates taken as derived from Datastream.

APPENDIX III

DETAILS OF IRREVOCABLE UNDERTAKINGS

AND LETTER OF INTENT

Irrevocable undertakings and a letter of intent have been given by the Interested Directors and certain Macro 4 Shareholders in respect of Macro 4 Shares as detailed below. Together these Macro 4 Shares in aggregate amount to 9,076,528, representing approximately 39.8 per cent. of the existing issued share capital of Macro 4.

	Number of Macro 4 Shares	% of the existing issued share capital of Macro 4
Director Irrevocable Undertakings ⁽¹⁾
Alan Matthew Sloan⁽²⁾	166,968	0.7
Ronald Wilson	479,017	2.1
Shareholder Irrevocable Undertakings⁽³⁾
Aberforth Partners LLP	5,793,043	25.4
AXA Framlington Investment Management Limited	1,907,500	8.4
Shareholder Letter of Intent⁽⁴⁾
M&G Investment Management Limited	730,000	3.2

(1) The irrevocable undertakings will continue to be binding if any higher competing offer is made for Macro 4 and will cease to be binding in the event that the Offer lapses or is withdrawn.

(2) This includes Macro 4 Shares held by Alan Sloan's spouse.

(3) The irrevocable undertaking obtained from Aberforth Partners LLP will cease to be binding in the event a third party announces a timely competing offer for Macro 4 provided that the consideration for such offer is not less than 160 pence per Macro 4 Share or if the Offer lapses or is withdrawn.

The irrevocable undertaking obtained from AXA Framlington Investment Management Limited will cease to be binding in the event a third party announces a timely competing offer for Macro 4 at a premium of 10 per cent. or more to the value of the Offer as at the date such third party offer is announced; if the Offer lapses or is withdrawn; or if the Offer Document is not dispatched to Macro 4 Shareholders before 31 January 2009.

(4) The letter of intent obtained from M&G Investment Management Limited is non-binding.

APPENDIX IV

DEFINITIONS

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

'Acquired Shares'	The 3,638,880 Macro 4 Shares held by Macro 4, being the aggregate interests in securities of Macro 4 held by UNICOM at the time the Offer is made
'Associates'	has the meaning given in section 988 of the Companies Act
'Australia'	the commonwealth of Australia, its territories and possessions and all areas subject to its jurisdiction and all political sub-divisions thereof
'Authorisations'	has the meaning given in sub-paragraph (d) of Appendix I of this announcement
'Board of UNICOM'	the board of directors of UNICOM
'Business Day'	a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business
'Canada'	Canada, its provinces and territories and all areas subject to its jurisdiction and all political sub-divisions thereof
'City Code'	the City Code on Takeovers and Mergers
'Closing Price'	the closing middle market quotation of a Macro 4 Share as derived from the Daily Official List
'Companies Act'	the Companies Act 2006
'Competition Commission'	the UK Competition Commission
'Daily Official List'	the daily official list of the London Stock Exchange
'Datastream'	the financial statistical database operated by Thomson Financial
'Disclosed Information'	any information which has been (i) disclosed (in writing) by or on behalf of the Macro 4 Group or any of its advisers to UNICOM or any of its advisers prior to the date of this announcement; or (ii) disclosed in Macro 4's report and accounts for the year ended 30 June 2008; or (iii) disclosed in this announcement
'EPL Advisory ' or 'EPL'	EPL Advisory LLP, financial adviser to UNICOM
'Form of Acceptance'	the form of acceptance, election and authority which will be distributed with the Offer Document
'Interested Directors'	Alan Sloan and Ronald Wilson
'Japan'	Japan, its cities and prefectures, territories and possessions
'Listing Rules'	the rules and regulations made by the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000, and contained in the UK Listing Authority's publication of the same name
'London Stock Exchange'	London Stock Exchange plc
'Macro 4 Directors' or 'Directors of Macro 4' or 'Board of Macro 4' or 'Macro 4 Board'	the board of directors of Macro 4
'Macro 4 Group'	Macro 4 and its subsidiaries and subsidiary undertakings
'Macro 4 Optionholder' or 'Optionholder'	a holder of options or awards under a Macro 4 Share Scheme
'Macro 4 Share Scheme(s)'	the Macro 4 2001 Executive Share Option Scheme
'Macro 4 Share(s)'	the fully paid ordinary shares of 5 pence each in the capital of Macro 4
'Macro 4 Shareholders'	the holders of Macro 4 Shares
'Macro 4' or the 'Company'	Macro 4 plc, a company registered in England and Wales with registered number 927588
'Offer'	the recommended cash offer to be made to acquire the Macro 4 Shares (other than any Macro 4 Shares held by UNICOM or any of its Associates) on the terms and subject to the conditions to be set out in the Offer Document and, in the case of Macro 4 Shares held in certificated form, the Form of Acceptance, to acquire the issued and to be issued share capital of Macro 4 and, where the context admits, any subsequent revision, variation, extension or renewal thereof
'Offer Document'	the document to be sent to holders of Macro 4 Shares and for information only to participants in the Macro 4 Share Schemes, containing, amongst other things, the terms and conditions of the Offer
'Offer Price'	145 pence per Macro 4 Share
'Panel'	the Panel on Takeovers and Mergers
'Pound Sterling' or '£'	UK pound sterling (and references to 'pence' shall be construed accordingly)
'Publicly Announced'	announced publicly and delivered to a Regulatory Information Service
'Regulatory Information Service'	any of the services set out in Appendix 3 to the Listing Rules
'Relevant Authority'	has the meaning given in sub-paragraph (b) of Appendix 1 of this announcement
'Rothschild'	NM Rothschild & Sons Limited, financial adviser to Macro 4
'subsidiary', 'subsidiary undertaking', 'associated undertaking' or 'undertaking'	have the meanings given by section 1162 and Schedule 7 of the Companies Act and section 736 of the Companies Act 1985
'Substantial Interest'	a direct or indirect interest in 20 per cent. or more of the voting or equity capital (or equivalent) of an undertaking
'treasury shares'	any Macro 4 Shares held by Macro 4 as treasury shares
'UNICOM'	UNICOM Systems, Inc., a private limited California corporation
'UNICOM Directors'	the members of the board of directors of UNICOM
'UNICOM Group'	UNICOM and its Associates and affiliates
'United Kingdom' or the 'UK'	United Kingdom of Great Britain and Northern Ireland and its dependent territories
'United States', 'US' or 'USA'	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
'US dollar' or '$'	US dollar
'Wider Macro 4 Group'	Macro 4 and the subsidiaries and subsidiary undertakings of Macro 4 and associated undertakings (including any joint venture, partnership, firm or company in which any member of the Macro 4 Group is interested or any undertaking in which Macro 4 and such undertakings (aggregating their interests) have a Substantial Interest)
'Wider UNICOM Group'	UNICOM and the subsidiaries and subsidiary undertakings of UNICOM and associated undertakings (including any joint venture, partnership, firm or company in which any of UNICOM (or its subsidiary and subsidiary undertakings) is interested or any undertaking in which the UNICOM and such undertakings (aggregating their interests) have a Substantial Interest

In this announcement:

(a) All times referred to are London time unless otherwise stated.

(b) All references to legislation in this announcement are to English legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

(c) Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFZGMGZFKRGRZM

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