Form 8 (OPD) - DataCash Group plc
19 Août 2010 - 11:21AM
UK Regulatory
TIDMDATA
RNS Number : 3254R
Mastercard Incorporated
19 August 2010
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
+-----------------+--------------------+
| (a) | MasterCard/Europay |
| Identity | U.K. Limited |
| of the | ("MEPUK") |
| party to | |
| the | |
| offer | |
| making | |
| the | |
| disclosure: | |
+-----------------+--------------------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+-----------------+--------------------+
| (c) | DataCash |
| Name | Group |
| of | plc |
| offeror/offeree | ("DataCash") |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each party | |
| to the offer | |
+-----------------+--------------------+
| (d) Is | Offeror |
| the | |
| party | |
| to the | |
| offer | |
| making | |
| the | |
| disclosure | |
| the | |
| offeror or | |
| the | |
| offeree? | |
+-----------------+--------------------+
| (e) | 19 |
| Date | August |
| position | 2010 |
| held: | |
+-----------------+--------------------+
| (f) | No |
| Has | |
| the | |
| party | |
| previously | |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+-----------------+--------------------+
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates
+----------------+--------+--------+--------+--------+
| Class | |
| of | |
| relevant | |
| security: | |
| | |
+----------------+-----------------------------------+
| | Interests |Short positions |
| | | |
+ +-----------------+-----------------+
| |Number | % |Number | % |
+----------------+--------+--------+--------+--------+
| (1) | Nil | N/A | Nil | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+--------+--------+--------+--------+
| (2) | Nil | N/A | Nil | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+--------+--------+--------+--------+
| (3) | Nil | N/A | Nil | N/A |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+--------+--------+--------+--------+
| | Nil | N/A | Nil | N/A |
| | | | | |
| TOTAL: | | | | |
+----------------+--------+--------+--------+--------+
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
+--------------+--------+
| Class | Nil |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | Nil |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
(c) Irrevocable commitments and letters of intent
+----------------------------------------------------------------------------------+
| Details |
| of any |
| irrevocable |
| commitments |
| or letters |
| of intent |
| procured by |
| the party |
| to the |
| offer |
| making the |
| disclosure |
| or any |
| person |
| acting in |
| concert |
| with it |
| (see Note 3 |
| on Rule |
| 2.11 of the |
| Code): |
+----------------------------------------------------------------------------------+
| |
| Irrevocable |
| Undertakings |
| |
| MEPUK has |
| received |
| irrevocable |
| undertakings |
| (including |
| those from |
| the |
| directors of |
| DataCash) to |
| vote in |
| favour of |
| the |
| resolutions |
| relating to |
| the |
| acquisition |
| of all |
| issued and |
| to be issued |
| ordinary |
| share |
| capital of |
| DataCash by |
| MEPUK (the |
| "Acquisition") |
| to be |
| implemented by |
| means of a |
| court |
| sanctioned |
| scheme of |
| arrangement |
| (the "Scheme") |
| under Part 26 |
| of the |
| Companies Act |
| 2006 (or, in |
| the event that |
| the |
| Acquisition is |
| implemented by |
| means of an |
| takeover offer |
| (as such term |
| is defined in |
| section 974 of |
| the Act) (the |
| "Offer"), to |
| accept or |
| procure |
| acceptance of |
| the Offer) in |
| respect of |
| DataCash |
| shares |
| representing, |
| in aggregate, |
| approximately |
| 52 per cent. |
| of the current |
| issued share |
| capital of |
| DataCash. |
| Name Number of |
| DataCash |
| SharesPer |
| cent. of |
| DataCash's |
| Issued Share |
| CapitalExercisable |
| Options in |
| DataCash |
| Ashley Head |
| 39,967,745 |
| 43.22% |
| 164,768 |
| David Bailey (1) |
| 555,562 0.60% 0 |
| Paul Burton 81,166 0.09% |
| 188,834 |
| Nicholas Temple 54,535 0.06% |
| 0 |
| Gavin Breeze 7,767,495 8.40% |
| 0 |
| Total 48,426,503 52.37% |
| 353,602 |
| |
| |
| The above irrevocable undertakings shall only lapse if the Scheme lapses or is |
| withdrawn and MEPUK does not announce its intention to implement the acquisition |
| by way of an Offer; or if the Scheme has not become effective by 6.00pm on 18 |
| March 2011 (or such later time or date as agreed between MEPUK and DataCash, |
| with the approval of the High Court of Justice in England and Wales and/or the |
| Panel on Takeovers and Mergers if required); or if MEPUK elects to implement the |
| acquisition by way of an Offer, which then lapses or is withdrawn. |
| |
| (1) This number includes the number of DataCash shares held by the wife of and |
| companies controlled by David Bailey. |
| |
+----------------------------------------------------------------------------------+
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER
MAKING THE DISCLOSURE
+-------------+
| Details |
| of any |
| interests, |
| short |
| positions |
| and rights |
| to |
| subscribe |
| of any |
| person |
| acting in |
| concert |
| with the |
| party to |
| the offer |
| making the |
| disclosure: |
+-------------+
| None |
| |
| |
+-------------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 3 for
each additional class of relevant security.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the party |
| to the offer |
| making the |
| disclosure or |
| any person |
| acting in |
| concert with |
| it: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| None |
| |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| party to the |
| offer making |
| the |
| disclosure, or |
| any person |
| acting in |
| concert with |
| it, and any |
| other person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| |
| None |
| |
+-----------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+-----------------+
| Date | 19 |
| of | August |
| disclosure: | 2010 |
+-------------+-----------------+
| Contact | Chris |
| name: | Monteiro |
+-------------+-----------------+
| Telephone | +1 914 249 5826 |
| number: | |
+-------------+-----------------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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