TIDMDATA
RNS Number : 5919L
Datacash Group PLC
14 January 2009
For immediate release
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA
OR ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
14 January 2009
RECOMMENDED CASH OFFER
by
DATACASH FRAUD SERVICES LIMITED
(A WHOLLY OWNED SUBSIDIARY OF DATACASH GROUP PLC)
for
THE 3RD MAN GROUP PLC
LEVEL OF ACCEPTANCES
EXTENSION OF OFFER
On 22 December 2008, the boards of Datacash Fraud Services Limited ("Datacash
Fraud Services") and The 3rd Man Group plc ("3rd Man") announced the terms of a
recommended cash offer to be made by Datacash Fraud Services to acquire the
entire issued and to be issued ordinary share capital of 3rd Man not already
otherwise contracted to be acquired by Datacash Fraud Services ("Offer"). The
offer document setting out the full terms and conditions of the Offer (the
"Offer Document") was posted to 3rd Man Shareholders on 23 December 2008.
As at 1.00 p.m. (London time) on 13 January 2009, the first closing date of the
Offer, valid acceptances of the Offer had been received in respect of a total of
6,124,276 3rd Man Shares, representing approximately 63.48 per cent. of the
existing issued ordinary share capital of 3rd Man and approximately 83.11 per
cent. of the 3rd Man Shares to which the Offer relates.
In addition, on 22 December 2008, terms were agreed for Paul Simms and Steve
Tyas and their immediate family interests, Anne Couter and Vanessa Tyas to
exchange, conditional on the Offer becoming or being declared unconditional in
all respects, their shareholdings in 3rd Man, being, in aggregate, 2,279,288 3rd
Man Shares, representing approximately 23.63% of the issued share capital of 3rd
Man, for shares in Datacash Fraud Services.
As at 22 December 2008, Datacash Fraud Services had received the following
irrevocable commitments:
1. Received from the Independent 3rd Man Directors who are interested in 3rd Man
Shares irrevocable undertakings to accept or procure the acceptance of the Offer
in respect of their entire beneficial holdings of, in aggregate, 878,073 3rd Man
Shares, representing approximately 9.10 per cent. of the issued share capital of
3rd Man.
2. Received from a number of other 3rd Man Shareholders irrevocable undertakings to
accept or procure the acceptance of the Offer in respect of holdings of, in
aggregate, 2,298,135 3rd Man Shares, representing approximately 23.82 per cent.
of the issued share capital of 3rd Man.
As at 1.00 p.m. (London time) on 13 January 2009, the first closing date of the
Offer, valid acceptances of the Offer had been received in respect of a total of
1,511,395 3rd Man Shares to which irrevocable undertakings have been given,
representing approximately 47.58 per cent. of the 3rd Man Shares to which
irrevocable undertakings have been given. This represents approximately 20.51
per cent. of the 3rd Man Shares to which the Offer relates.
The Offer, which remains subject to the terms and conditions set out in the
Offer Document (including, inter alia, the passing of certain resolutions to be
proposed at a general meeting of 3rd Man Shareholders to be held at 2 p.m. on 14
January 2009), will remain open for acceptance for a further 14 days from the
date of this announcement, until 1.00 p.m. on 27 January 2009.
3rd Man Shareholders who wish to accept the Offer, and who have not yet done so,
should act in accordance with the instructions set out in the Offer Document as
soon as possible. To accept the Offer, a 3rd Man Shareholder should complete,
sign and return the Form of Acceptance together with their share certificate(s)
or other document(s) of title by hand (during normal business hours) or by post
as soon as possible to the receiving agents to the Offer, Capita Registrars at
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
Copies of the Offer Document and the Form of Acceptance are available for
inspection during normal business hours on any business day at the offices of
Denton Wilde Sapte LLP, One Fleet Place, London EC4M 7WS while the Offer remains
open for acceptance. Additional Forms of Acceptance are available from Capita
Registrars, by telephoning 0870 162 3121, or if calling from outside the UK, on
+44 020 8639 3399.
Save as disclosed in this announcement, neither Datacash Fraud Services nor any
person acting in concert with Datacash Fraud Services has an interest in (or a
right to subscribe for) or any short positions (whether conditional or absolute
or 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 in respect of, or has borrowed or
lent, any 3rd Man Shares.
Terms defined in the Offer Document dated 23 December 2008 have the same meaning
in this announcement unless otherwise stated.
Enquiries:
+-----------------+--------------+
| Datacash | Telephone: |
| Fraud | +44 (0) |
| Services | 870 727 4761 |
| Andrew | |
| Dark - | |
| Chief | |
| Executive | |
| Officer | |
| Paul | |
| Burton - | |
| Chief | |
| Financial | |
| Officer | |
| | |
+-----------------+--------------+
| Noble & | Telephone: |
| Company | + 44 (0) |
| Ltd | 207 763 2200 |
| (Financial | |
| Adviser to | |
| Datacash | |
| Fraud | |
| Services) | |
| John | |
| Llewellyn-Lloyd | |
| Brian | |
| Stockbridge | |
| | |
+-----------------+--------------+
| Investec | Telephone: |
| | +44 (0) |
| (Nominated | 207 597 5970 |
| Adviser to | |
| Datacash | |
| Group Plc) | |
| Keith | |
| Anderson | |
| Daniel | |
| Adams | |
| | |
+-----------------+--------------+
| Seymour | Telephone: |
| Pierce | +44 (0) |
| Ltd | 207 107 8336 |
| (Financial | |
| Adviser to | |
| The 3rd | |
| Man Group | |
| plc) | |
| Chris | |
| Howard | |
+-----------------+--------------+
Noble & Company Ltd, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser exclusively for
Datacash Fraud Services and no-one else in connection with the Offer and will
not be responsible to anyone other than Datacash Fraud Services for providing
the protections afforded to customers of Noble & Company Ltd nor for giving
advice in relation to the Offer.
Investec, which is authorised and regulated in the UK by the Financial Services
Authority, is acting as Nominated Adviser exclusively for Datacash Group Plc and
no-one else and will not be responsible to anyone other than Datacash Group Plc
for providing the protections afforded to customers of Investec nor for
providing advice in relation to the Offer.
Seymour Pierce Ltd, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting as financial adviser exclusively for
The 3rd Man Group plc and no-one else in connection with the Offer and will not
be responsible to anyone other than The 3rd Man Group plc for providing the
protections afforded to customers of Seymour Pierce Ltd nor for giving advice in
relation to the Offer.
The Directors of Datacash Fraud Services accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the Directors of Datacash Fraud Services (who have taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.
This announcement does not constitute 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. Any response in relation to the Offer
should be made only on the basis of the information contained in the Offer
Document or any document by which the Offer is made.
Overseas jurisdictions
The making of the Offer in jurisdictions outside the United Kingdom or to
Overseas Shareholders or to nominees of or trustees for Overseas Shareholders
may be prohibited or affected by the laws or regulatory requirements of the
relevant overseas jurisdictions. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements of such
jurisdictions. It is the responsibility of any Overseas Shareholder wishing to
accept the Offer to satisfy themselves as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction in connection therewith,
including the obtaining of any governmental, exchange control or other consents
which may be required, compliance with other formalities needing to be observed
and the payment of any issue, transfer or other taxes or duties or requisite
payments due in such jurisdiction. Any such Overseas Shareholder will be
responsible for payment of any such issue, transfer or other taxes, duties or
other requisite payments due in such jurisdiction by whomsoever payable, and
Datacash Fraud Services (and any person acting on its behalf) shall be entitled
to be fully indemnified and held harmless by such Overseas Shareholder for any
such issue, transfer or other taxes or duties or other requisite payments as
Datacash Fraud Services (or any person acting on its behalf) may be required to
pay.
This announcement is not an offer of securities for sale or purchase in the
Republic of Ireland, the United States, Canada, Australia, Japan or any
Restricted Jurisdiction. The Offer will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality
(including, but not limited to, facsimile transmission or other electronic
transmission, telex or telephone) of interstate or foreign commerce of, or any
facilities of a national, local or other securities exchange of, the Republic of
Ireland, the United States, Canada, Australia, Japan or any Restricted
Jurisdiction, and the Offer cannot be accepted and will not be capable of
acceptance by any such use, means, instrumentality or facilities from or within
the Republic of Ireland, the United States, Canada, Australia, Japan or any
Restricted Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or from the
Republic of Ireland, the United States, Canada, Australia, Japan or any
Restricted Jurisdiction.
Any person (including, without limitation, nominees, trustees or custodians) who
is an overseas person or who would, or otherwise intends to, forward this
announcement, the Offer Document, the Form of Acceptance or any related document
to any jurisdiction outside the United Kingdom or to any overseas person should
seek appropriate advice before taking any action.
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 The 3rd Man Group plc, all 'dealings' in any 'relevant
securities' of that company (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 The 3rd Man Group plc, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of The 3rd Man Group plc by Datacash Group Plc or The 3rd Man Group
plc, 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 price of securities. In
particular, a person will be treated as having an 'interest' by virtue of the
ownership or control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8 of the Code, please consult the
Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44(0)20 7638 0129; fax number +44(0)207236 7013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPBJMPTMMTBBPL
Globaldata (LSE:DATA)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Globaldata (LSE:DATA)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024
