Offer Update
28 Septembre 2010 - 8:00AM
UK Regulatory
TIDMDATA
RNS Number : 3967T
Datacash Group PLC
28 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
28 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")
Approval at Court Meeting and Extraordinary General Meeting by majorities of
over 99%
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, at the Court Meeting and the
Extraordinary General Meeting held yesterday, both resolutions proposed were
duly passed by majorities of over 99%. A summary of the voting results is set
out below.
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 posted to DataCash Shareholders on 2 September 2010.
Court Meeting
The resolution to approve the Scheme proposed at the Court Meeting was decided
on a poll and the resolution was passed. The results of the poll are as follows:
+---------+----------------+----------------+
| | Number of | Percentage of |
| | shares voted | votes |
+---------+----------------+----------------+
| FOR | 72,323,873 | 99.90 |
| | | |
+---------+----------------+----------------+
| AGAINST | 69,880 | 0.10 |
| | | |
+---------+----------------+----------------+
The Scheme Shares voted for and against the resolution to approve the Scheme
represent 78.04 per cent. and 0.07 per cent., respectively, of the total number
of Scheme Shares in issue as at the Voting Record Time.
Of a total of 394 holders of Scheme Shares who voted at the Court Meeting (in
person or by proxy), 389 (approximately 98.7 per cent.) voted for and 5
(approximately 1.3 per cent.) voted against the resolution to approve the
Scheme.
Extraordinary General Meeting
The Special Resolution (to approve certain steps in connection with the Scheme
and the Acquisition) was decided on a poll and was passed. The results of the
poll are as follows:
+----------+----------------+----------------+
| | Number of | Percentage of |
| | shares voted | votes |
+----------+----------------+----------------+
| FOR | 72,329,323 | 99.90 |
| | | |
+----------+----------------+----------------+
| AGAINST | 69,880 | 0.10 |
| | | |
+----------+----------------+----------------+
| WITHHELD | 5,300 | n/a |
| | | |
+----------+----------------+----------------+
The shares voted for and against the Special Resolution represent 78.05 per
cent. and 0.07 per cent., respectively, of the total number of DataCash Shares
in issue as at the Voting Record Time.
Completion of the Acquisition remains subject to the satisfaction of or, if
appropriate, waiver of the remaining conditions to the Scheme and to the
Acquisition set out in the Scheme Document, which include, among other things,
the sanction of the Scheme by the Court and the confirmation of the Capital
Reduction by the Court.
The approval of the Central Bank of Cyprus of the acquisition by MEPUK of
control of the Regulated Subsidiary, which is a condition to the Acquisition,
has now been obtained.
The expected timetable for the Acquisition remains as set out in the Scheme
Document, and it is currently expected that the Scheme will become effective on
22 October 2010.
The Scheme Document and this announcement are 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.
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 28 September 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLRMMTMBJTTJM
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