Offer Document Posted
03 Septembre 2010 - 10:00AM
UK Regulatory
TIDMDATA
RNS Number : 1062S
Datacash Group PLC
03 September 2010
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of that jurisdiction
3 September 2010
RECOMMENDED CASH ACQUISITION
by
MasterCard/Europay U.K. Limited ("MEPUK")
(a wholly owned subsidiary of MasterCard Incorporated ("MasterCard"))
of
DataCash Group plc ("DataCash")
Posting of Scheme Document
On 19 August 2010, MasterCard and DataCash announced that MasterCard had agreed
with the Board of DataCash the terms of a recommended cash acquisition of
DataCash by MEPUK, to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006.
The DataCash Board is pleased to announce that the scheme document (the "Scheme
Document") has been posted to DataCash Shareholders. The Scheme Document sets
out, amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 897 of the Act, a timetable of
principal events and details of the actions to be taken by DataCash
Shareholders. Copies of the Scheme Document will also be posted to holders of
options under the DataCash Share Option Schemes.
The Court Meeting and the Extraordinary General Meeting are scheduled to be held
on 27 September 2010. Notices of the Court Meeting and the Extraordinary General
Meeting are set out in the Scheme Document.
The Scheme Document is available for inspection during normal business hours on
any weekday (Saturdays, Sundays and UK public holidays excepted) at the offices
of Denton Wilde Sapte LLP at 1 Fleet Place, London EC4M 7WS and on DataCash's
website www.datacash.com, in each case up to and including the Effective Date or
the date that the Scheme lapses or is withdrawn, whichever is the earlier.
The anticipated timetable of principal events is as follows:
Latest time for lodging Forms of Proxy for:
+---+------------------------------------+------------+----------------+
| Court Meeting (blue form) | 11.00 a.m. | 25 September |
| | on | 2010 |
+----------------------------------------+------------+----------------+
| Extraordinary General Meeting | 11.15 a.m. | 25 September |
| (yellow form) | on | 2010 |
+----------------------------------------+------------+----------------+
| | Voting Record Time | 6.00 p.m. | 25 September |
| | | on | 2010 |
+---+------------------------------------+------------+----------------+
| | Court Meeting | 11.00 a.m. | 27 September |
| | | on | 2010 |
+---+------------------------------------+------------+----------------+
| | Extraordinary General Meeting | 11.15 a.m. | 27 September |
| | | on | 2010 |
+---+------------------------------------+------------+----------------+
| | The following dates may be subject to change | |
+---+-------------------------------------------------+----------------+
| | First Court Hearing (to sanction | | 19 October |
| | the | | 2010 |
| | Scheme) | | |
+---+------------------------------------+------------+----------------+
| | Capital Reduction Record Time | 6.00 p.m. | 20 October |
| | | on | 2010 |
+---+------------------------------------+------------+----------------+
| | Second Court Hearing (to confirm | | 21 October |
| | the | | 2010 |
| | Capital Reduction) | | |
+---+------------------------------------+------------+----------------+
| | Last time for dealings in, and for | 5.00 p.m. | 21 October |
| | registration of | on | 2010 |
| | transfers of, and disablement in | | |
| | CREST of, DataCash Shares | | |
+---+------------------------------------+------------+----------------+
| | Scheme Record Time | 6.00 p.m. | 21 October |
| | | on | 2010 |
+---+------------------------------------+------------+----------------+
| | Effective Date of the Scheme | | 22 October |
| | | | 2010 |
+---+------------------------------------+------------+----------------+
| | Cancellation of trading on AIM | 8.00 a.m. | 22 October |
| | of DataCash Shares | on | 2010 |
+---+------------------------------------+------------+----------------+
| | Latest date for despatch of | | 5 November |
| | cheques and | | 2010 |
| | settlement through CREST | | |
+---+------------------------------------+------------+----------------+
| | | | |
+---+------------------------------------+------------+----------------+
All times referred to are London time unless otherwise stated.
Terms and expressions used in this announcement shall, unless the context
otherwise requires, have the same meanings as given to them in the Scheme
Document.
Enquiries:
+------------------------------------------+-------------------------+
| DataCash Group plc | +44 870 727 4761 |
+------------------------------------------+-------------------------+
| Ashley Head | |
+------------------------------------------+-------------------------+
| Paul Burton | |
+------------------------------------------+-------------------------+
| David Bailey | |
+------------------------------------------+-------------------------+
| UBS Investment Bank (Financial Adviser | +44 20 7567 8000 |
| to DataCash) | |
+------------------------------------------+-------------------------+
| Affan Butt | |
+------------------------------------------+-------------------------+
| Thomas Onions | |
+------------------------------------------+-------------------------+
UBS Investment Bank is acting exclusively as financial adviser to DataCash in
connection with the Acquisition and for no one else and will not be responsible
to anyone other than DataCash for providing the protections afforded to clients
of UBS Investment Bank nor for giving advice in relation to the Acquisition or
any matter or arrangement referred to in this announcement.
The distribution of this announcement and any formal documentation relating to
the Acquisition in jurisdictions other than the United Kingdom may be restricted
by the laws of those jurisdictions and therefore persons into whose possession
this announcement and any such documentation comes should inform themselves
about and observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This announcement has been prepared in accordance with English
law, the City Code and the AIM Rules. As a result, the information disclosed
may not be the same as that which would have been disclosed if this document had
been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not so resident should inform themselves about and observe any
applicable requirements in those jurisdictions. The attention of Overseas
Shareholders is drawn to paragraph 11 of Part 2 (Explanatory Statement) of the
Scheme Document.
The Acquisition relates to the shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the UK to schemes of
arrangement, including the City Code and the AIM Rules, which differ from the
requirements of US proxy solicitation or tender offer rules.
If MEPUK exercises its right to implement the Acquisition by means of an Offer,
the Offer will be made in compliance with the applicable laws and regulations,
including US securities laws to the extent applicable.
Apart from the responsibilities, if any, which may be imposed on UBS Investment
Bank by the Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, UBS Investment Bank does not accept any responsibility
whatsoever for the contents of this announcement or for any statements made or
purported to be made by it or on its behalf in connection with the Acquisition.
UBS Investment Bank accordingly disclaims all and any liability, whether arising
in tort, contract or otherwise (save as referred to above) which it might
otherwise have in respect of this announcement or any such statement.
Forward Looking Statements
This announcement, oral statements made regarding the Acquisition and other
information published by MasterCard, MEPUK and DataCash may contain
"forward-looking statements" concerning the Wider MEPUK Group and the DataCash
Group. Generally, the words "will", "may", "should", "continue", "believes",
"expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. The forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
suggested by them. Many of these risks and uncertainties relate to factors that
are beyond the companies' abilities to control or estimate precisely, such as
future market conditions and the behaviours of other market participants, and
therefore undue reliance should not be placed on such statements which speak
only as at the date of this document. The Wider MEPUK Group and the DataCash
Group assume no obligation and do not intend to update these forward-looking
statements, except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure (as defined in the Code) following the commencement
of the offer period and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must contain details
of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any paper
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if appropriate, by no
later than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure (as defined in the Code).
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
This announcement will be available on DataCash's website at www.datacash.com by
no later than 12 noon on 3 September 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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