Offer Update (7811U)
21 Octobre 2010 - 1:15PM
UK Regulatory
TIDMDATA
RNS Number : 7811U
Datacash Group PLC
21 October 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
21 October 2010
RECOMMENDED CASH ACQUISITION
by
MasterCard/Europay U.K. Limited ("MEPUK")
(a wholly owned subsidiary of MasterCard Incorporated )
of
DataCash Group plc ("DataCash")
Result of the Second Court Hearing
Further to the announcement of 19 October 2010, the DataCash
Board is pleased to announce that the Court has today sanctioned
and confirmed the Capital Reduction in connection with the Scheme
of Arrangement under Part 26 of the Companies Act 2006 to implement
the acquisition of DataCash by MEPUK.
Dealings in DataCash Shares on the London Stock Exchange will be
suspended with effect from 5.00 p.m. (London time) today.
It is expected that the Scheme will become effective tomorrow
and that the cancellation of the admission to trading of DataCash
Shares on AIM will take place at 8.00 a.m. (London time) on the
same day.
Cheques and settlement through CREST for the cash consideration
due under the Scheme will be despatched/effected (as applicable) by
5 November 2010 assuming the Scheme becomes effective tomorrow.
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.
Enquiries:
DataCash Group plc +44 870 727 4761
Ashley Head
Paul Burton
David Bailey
UBS Investment Bank (Financial Adviser
to DataCash) +44 20 7567 8000
Affan Butt
Thomas Onions
Gareth Fowler
Investec Bank plc (Nominated Adviser
to DataCash) +44 20 7597 5970
Daniel Adams
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.
Investec Bank plc is acting exclusively for 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 Investec Bank plc nor for giving
advice in relation to the Acquisition or any matter or arrangement
referred to in this announcement.
The distribution of this announcement in jurisdictions other
than the United Kingdom may be restricted by the laws of those
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about and observe any
such restrictions. Further details in relation to Overseas
Shareholders are contained in the Scheme Document.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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