Last checked at 23 Dec 2008 09:26
23 December 2008
For Immediate Release
Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan, The Republic of Ireland, South Africa or the United States or any other jurisdiction where it would be unlawful to do so.
Offer Document Posted in respect ofCash Offer byDatacash Fraud Services Limited ("Datacash Fraud Services") 8 Gate Street London WC2A 3HP
a wholly owned subsidiary of
Datacash Group plc 8 Gate Street London WC2A 3HP
for
The 3rd Man Group plc
The Offer Document relating to the all cash offer of 30 pence per The 3rd Man Group plc Share other than for those shares otherwise contracted to be acquired by Datacash Fraud Services, made by Datacash Fraud Services, a wholly owned subsidiary of Datacash Group plc, is being posted to The 3rd Man Group plc Shareholders today.
The Offer Document is available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Denton Wilde Sapte, One Fleet Place London EC4M 7WS while the Offer remains open for acceptance.
Enquiries:
| Datacash Fraud Services Andrew Dark - Chief Executive Officer Paul Burton - Chief Financial Officer | Telephone: +44 (0) 870 727 4761 |
| Noble & Company Ltd (Financial Adviser to Datacash Fraud Services) John Llewellyn-Lloyd Brian Stockbridge | Telephone: + 44 (0) 207 763 2200 |
| Seymour Pierce Ltd (Financial Adviser to The 3rd Man Group plc) Chris Howard | Telephone: +44 (0) 207 107 8336 |
The Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, The Republic of Ireland or Japan and neither the Offer Document, the Form of Acceptance, nor the Optionholders Offer are being mailed or otherwise distributed or sent into the United States, Canada, Australia, The Republic of Ireland or Japan. Further details relating to overseas shareholders are set out at Appendix 1 Part B, Paragraph 7 of the Offer Document.
Noble & Company Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for Datacash Fraud Services and no-one else in connection with the Offer and will not be responsible to anyone other than Datacash Fraud Services for providing the protections afforded to customers of Noble & Company Ltd nor for giving advice in relation to the Offer.
Seymour Pierce Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for The 3rd Man Group plc and no-one else in connection with the Offer and will not be responsible to anyone other than The 3rd Man Group plc for providing the protections afforded to customers of Seymour Pierce Ltd nor for giving advice in relation to the Offer.
Terms defined in the Offer Document issued today have the same meaning in this announcement unless otherwise stated.
This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of The 3rd Man Group plc, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of The 3rd Man Group plc, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of The 3rd Man Group plc by Datacash Group plc or The 3rd Man Group plc, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)207236 7013.