Last checked at 19 Aug 2010 10:21
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: | MasterCard/Europay U.K. Limited ("MEPUK") |
| (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 ("DataCash") |
| (d) Is the party to the offer making the disclosure the offeror or the offeree? | Offeror |
| (e) Date position held: | 19 August 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:
|
| |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | Nil | N/A | Nil | N/A |
| (2) Derivatives (other than options): | Nil | N/A | Nil | N/A |
| (3) Options and agreements to purchase/sell: | Nil | N/A | Nil | N/A |
|
TOTAL: | Nil | N/A | Nil | N/A |
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: | Nil |
| Details, including nature of the rights concerned and relevant percentages: | Nil |
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 Shares Per cent. of DataCash's Issued Share Capital Exercisable 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.
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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
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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: | 19 August 2010 |
| Contact name: | Chris Monteiro |
| Telephone number: | +1 914 249 5826 |
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.