Last checked at 2 Sep 2010 12:08
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) Identity of the party to the offer making the disclosure: | DATACASH GROUP PLC |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | DATACASH GROUP PLC |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
| (e) Date position held: | 01 SEPTEMBER 2010 |
| (f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | NO |
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:
| 1p ordinary | |||
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| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 506,834 | 0.55* |
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| (2) Derivatives (other than options): |
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| (3) Options and agreements to purchase/sell: |
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TOTAL: | 506,834 | 0.55* |
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* Shares disclosed represent Employee Benefit Trust holding and are not owned or controlled by the Company. Percentage holding based on fully diluted number of shares (excluding Ashley John Head's unexercised matching rights and unexercised EBT options)
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 of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
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): |
| N/A |
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: |
| The directors of DataCash Group Plc have the following interests and rights to subscribe in ordinary shares of $US0.01 each in the capital of DataCash Group Plc:
Interests Director No. of shares Percentage of issued share capital David Bailey¹ 396,830 0.43 Paul Burton 81,166 0.09 Ashley Head 39,967,745 43.22 Nicholas Temple 54,535 0.06
¹ Please see David Bailey's additional interest in the table below
Name of family member /related trusts No. of shares Percentage of issued share capital Susan Bailey² 30,000 0.03 David Bailey Enterprises Ltd.³ 128,732 0.14
² Susan Bailey is the wife of David Bailey ³ David Bailey Enterprises Limited is owned 50% by David Bailey and 50% by Susan Bailey
Rights to subscribe
The Directors held the following options over DataCash Shares and awards under the DataCash Share Scheme
DataCash Group plc 2007 Enterprise Management Incentive Share Option
Director Date of grant Option price Share options held Exercise period Paul Burton 17/07/07 0.0 pence 38,834 17/07/10 - 17/07/17
DataCash Group plc 2007 Unapproved Share Option Plan
Director Date of grant Option price Share options held Exercise period Paul Burton 20/05/08 0.0 pence 25,000 20/05/11 - 20/05/18 Paul Burton 01/05/09 0.0 pence 50,000 01/05/12 - 01/05/19 Paul Burton 28/05/10 0.0 pence 75,000 28/05/13 - 28/05/20
In addition to the interests disclosed above, Ashley Head has certain rights to subscribe for additional DataCash shares pursuant to an agreement entered into between Ashley Head and DataCash on 5 May 2006 for the sale and purchase of the whole of the issued share capital of Proc Cyber Services (UK) Limited (the SPA).
Ashley Head is entitled to subscribe for the following additional DataCash Shares pursuant and in accordance with the SPA.
Director Option price Share options held Exercise period Ashley Head 100.8 pence 6,507 14/02/03 - 01/10/10 Ashley Head 183.3 pence 7,026 20/04/03 - 01/10/10 Ashley Head 196.0 pence 40,300 10/07/03 - 01/10/10 Ashley Head 140.8 pence 20,935 25/10/03 - 25/10/10 Ashley Head 24.5 pence 50,000 08/04/05 - 08/04/12
If outstanding options granted under the DataCash Unapproved Executive Share Option Scheme are exercised before the Effective Date (being options, in aggregate, over 40,000 DataCash Shares), Ashley Head will be entitled to subscribe for an equivalent number of Datacash Shares at an equivalent exercise price up to the following maximum number of additional DataCash Shares:
Director Option price Share options held Ashley Head 26.6 pence 20,000 Ashley Head 24.5 pence 20,000
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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" |
| N/A
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(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" |
| On 5 May 2006, Ashley Head granted Hurlstone Limited an option over such number of ordinary shares as is equal to the lower of: (i) 29.9% of the Company's issued share capital from time to time; and (ii) 82.5% of the Company's shares held by Ashley Head, up to a fixed cap. Based on the issued share capital of the Company of 92,465,258, Hurlstone is entitled to call 27,647,112 Ordinary Shares, being 29.9% of the issued share capital of the Company
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(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | NO |
| Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 02 September 2010 |
| Contact name: | Paul Burton |
| Telephone number: | +44 20 7421 8453 |
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.