TIDMDATA
RNS Number : 8257L
Datacash Group PLC
19 January 2009
?
To be embargoed for 7.00am
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, AUSTRALIA OR
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION
19 January 2009
RECOMMENDED CASH OFFER
by
DATACASH FRAUD SERVICES LIMITED
(A WHOLLY OWNED SUBSIDIARY OF DATACASH GROUP PLC)
for
THE 3RD MAN GROUP PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
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 shareholders of the 3rd Man ("3rd Man
Shareholders") on 23 December 2008.
In addition, Datacash Fraud Services draws your attention to the announcement
released by 3rd Man on 14 January 2009 where 3rd Man announced that the
resolutions proposed at its General Meeting held on that day relating to the
Offer had been successfully passed.
The Board of Datacash Fraud Services is pleased to announce that the Offer is
hereby declared unconditional in all respects.
Level of acceptances
As at 1.00 p.m. (London time) on 16 January 2009, valid acceptances of the Offer
had been received in respect of a total of 6,805,776 3rd Man Shares,
representing approximately 70.54 per cent. of the existing issued ordinary share
capital of 3rd Man and approximately 92.36 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, which include the shareholdings of
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 16 January 2009, valid acceptances of the Offer
had been received in respect of a total of 3,104,538 3rd Man Shares to which
irrevocable undertakings have been given, representing approximately 97.74 per
cent. of the 3rd Man Shares that were subject to irrevocable undertakings. This
represents approximately 42.13 per cent. of the 3rd Man Shares to which the
Offer relates.
Condition A in Part A of Appendix 1 to the Offer Document becomes satisfied if
Datacash Fraud Services has received valid acceptances of the Offer in respect
of not less than 90 per cent. of the 3rd Man Shares to which the Offer relates.
This condition has therefore become satisfied and the Offer has become
unconditional as to acceptances. As the other conditions to the Offer have been
satisfied or waived, the board of Datacash Fraud Services is therefore pleased
to declare the Offer unconditional in all respects.
The Offer will remain open for acceptance until further notice.
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.
Settlement of consideration
Settlement of the consideration to which any 3rd Man Shareholder is entitled
under the Offer will be effected (by the despatch of cheques): (a) in the case
of acceptances received, complete in all respects by 1.00 pm today, within 14
days (or 2 February 2009); or (b) in the case of acceptances of the Offer
received, complete in all respects, after today's date but while the Offer
remains open for acceptance, within 14 days of such receipt, and in either case
payments will be made in pounds sterling by cheque drawn on a branch of a UK
clearing bank.
Compulsory acquisition
If Datacash Fraud Services does not receive acceptances for 100% of the 3rd Man
Shares it intends to apply the provisions of sections 974 to 991 (inclusive) of
the Companies Act 2006 to acquire compulsorily all remaining 3rd Man Shares to
which the Offer relates in respect of which it has not received valid
acceptances or which it has not otherwise acquired. Any 3rd Man Shares that
Datacash Fraud Services acquires in this way will be acquired on the same terms
as the Offer. As Datacash Fraud Services has received valid acceptances in
respect of over 90 per cent. in value of the 3rd Man Shares to which the Offer
relates it is entitled to do this.
Other
It is intended that Datacash Fraud Services will pass the necessary resolutions
and take all other necessary steps as required under the relevant provisions of
the Companies Act 1985 and/or 2006 (as applicable) to re-register 3rd Man as a
private limited company.
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
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 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 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 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
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