Sch 1 Update-Payzone plc

RNS Number:1841J
AIM
04 December 2007


 ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR
                                             COMPANIES ("AIM RULES")

COMPANY NAME:
Payzone plc


COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

4 Heather Road
Sandyford Industrial Estate
Dublin 18
Republic of Ireland


COUNTRY OF INCORPORATION:
Republic of Ireland


COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:


http://payzoneplc.com/pages/investor-relations/rule-26.php


COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS
INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE
STATED:

On 28 September 2007, the boards of Cardpoint plc ("Cardpoint") and alphyra Holdings Limited ("alphyra")
announced that they had agreed the terms of a merger of Cardpoint and alphyra (the "Merger") to create a leading
European consumer payments and cash distribution group (the "Payzone Group". The Merger is intended to be
effected by Payzone plc ("Payzone" or the "Company"), a newly-incorporated company tax-resident in Ireland,
acquiring each of Cardpoint and alphyra.



The Payzone Group will be a leading consumer payments acceptance and cash distribution network across 21 European
countries, with an electronic platform which processes annually over 550 million transactions with a value in
excess of Euro10.2 billion for banks, utility providers, mobile operators and other clients.



The Payzone Group will benefit from a diverse product, geographic and client portfolio, as well as an experienced
management team with a proven ability to grow the business and a clear strategy of how to move the combined
entity forward, which, taken together, will provide a strong competitive platform on which to continue to build.



As at 30 June 2007, the Company's businesses had in excess of 240,000 points of service in more than 170,000
retail locations (including approximately 6,000 ATMs) that cover a population of over 450 million people. Across
this network, the Company's businesses deliver payment and cash dispensing services that drive greater efficiency
for its clients and increased revenues for its retail agents.



The Company's main countries of operation will be the UK and Ireland.



In view of the size of the Merger in relation to Cardpoint, the Merger constitutes a reverse take-over of alphyra
by Cardpoint under Rule 14 of the AIM Rules for Companies.




DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where
known, number and type of shares, nominal value and issue price to which it seeks admission and the number and
type to be held as treasury shares):
290,548,201 Ordinary Shares of nominal value #0.01 each to be issued in connection with the Merger. No Payzone
shares are to be held in treasury.


CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised on Admission: N/A



Anticipated Market capitalisation on Admission approximately #225 million


PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
58.3


DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE
COMPANY) ARE OR WILL BE ADMITTED OR TRADED:
N/A


FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known
or including any other name by which each is known):
Robert (Bob) Peter Thian - Chairman

Peter Francis Smyth - Non-executive Deputy Chairman

John Timothy Nagle - Chief Executive Officer

John David Williamson - Chief Financial Officer

David John Mills - Senior Non-executive Director

Lee Dale Ginsberg - Non-executive Director

David Golden - Non-executive Director

William Mark Evans - Non-executive Director, Balderton Nominee


FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE
AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each
is known):
Before Admission  (% of Existing Euro Ordinary Share Capital)

Edward Miller (as nominee on trust for the Cardpoint Shareholders) - 100%



After Admission (% of Enlarged Share Capital)

Balderton Capital - 40.6%

John Nagle - 10.3%

JO Hambro Capital Management (North Atlantic Value LLP) - 7.2%

Artemis Investment Management - 6.1%

Goldman Sachs Asset Management - 4.0%

Cycladic Capital LLP - 3.7%




NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:
N/A


(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
(i)                  30 September

(ii)                30 September 2007 in respect of alphyra

           31 March 2007 in respect of Cardpoint half-yearly information and 30 September 2007 in respect of
Cardpoint Preliminary Results Announcement for year ended 30 September 2007

(iii)               30 June 2008, 31 March 2009 and 30 June 2009


EXPECTED ADMISSION DATE:
5 December 2007


NAME AND ADDRESS OF NOMINATED ADVISER:
Panmure Gordon (UK) Limited

Moorgate Hall

155 Moorgate

London

EC2M 6XB


NAME AND ADDRESS OF BROKER:
Panmure Gordon (UK) Limited

Moorgate Hall

155 Moorgate

London

EC2M 6XB


OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION
DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE
ADMISSION OF ITS SECURITIES:
www.payzoneplc.com and 4 Heather Road, Sandyford Industrial Estate, Dublin 18, Republic of Ireland.



The Admission Document and Supplementary Admission Document contain full details about the applicant and the
admission of its securities.


DATE OF NOTIFICATION:
4 December 2007


NEW/ UPDATE:
Update






                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

AIMFGMGZNDFGNZM
L&g Efund Cash (LSE:CASH)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024