23 Dec 2008 09:26

23Ā DecemberĀ 2008
For Immediate Release
Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan,Ā The Republic of Ireland,Ā South Africa or the United States or any other jurisdiction where it would be unlawful to do so.
Offer Document PostedĀ in respect ofCash Offer byDatacash Fraud Services Limited ("Datacash Fraud Services")Ā 8 Gate Street London WC2A 3HP
a wholly owned subsidiary ofĀ
DatacashĀ GroupĀ plc 8 Gate Street London WC2A 3HP
for
The 3rdĀ Man GroupĀ plcĀ
The Offer Document relating to the all cash offer ofĀ 30 penceĀ perĀ The 3rdĀ Man Group plcĀ ShareĀ other than for those shares otherwise contracted to be acquired by Datacash Fraud Services,Ā made byĀ Datacash Fraud Services, a wholly owned subsidiary ofĀ DatacashĀ Group plc, is being posted toĀ The 3rdĀ ManĀ Group plcĀ Shareholders today.Ā
The Offer Document is available for inspectionĀ during normal business hours on anyĀ weekday (Saturdays, Sundays and public holidays excepted) at the offices of Denton Wilde Sapte,Ā One FleetĀ PlaceĀ LondonĀ EC4M 7WSĀ while the Offer remains open for acceptance.Ā
Enquiries:
|
Datacash Fraud Services Andrew DarkĀ - Chief Executive Officer Paul BurtonĀ - Chief Financial OfficerĀ |
Telephone:Ā Ā +44Ā (0)Ā 870 727 4761 |
|
Noble & Company LtdĀ (Financial Adviser toĀ Datacash Fraud Services) John Llewellyn-Lloyd Brian Stockbridge |
Telephone: +Ā 44Ā (0)Ā 207 763 2200 |
|
Seymour Pierce LtdĀ (Financial Adviser toĀ The 3rdĀ Man Group plc) Chris HowardĀ |
Telephone: +44Ā (0)Ā 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 1Ā Part B, Paragraph 7Ā 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 forĀ Datacash Fraud ServicesĀ and no-one else in connection with the Offer and will not be responsible to anyone other thanĀ Datacash Fraud ServicesĀ 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 forĀ The 3rdĀ Man Group plcĀ and no-one else in connection with the Offer and will not be responsible to anyone other thanĀ The 3rdĀ Man Group plcĀ 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 theĀ CityĀ Code, if any person is, or becomes,Ā 'interested' (directly or indirectly) inĀ oneĀ per cent.Ā orĀ more of any class of 'relevantĀ securities' ofĀ The 3rdĀ Man Group plc, all 'dealings' in any 'relevant securities' of thatĀ company (including by means of an optionĀ in respect of, or a derivativeĀ referenced to, any such 'relevant securities') must be publicly disclosed by noĀ later than 3.30 p.m. (London time) on the Business Day following the date of theĀ relevant transaction. This requirement will continue until the date on which theĀ Offer becomes, or is declared, unconditionalĀ as to acceptances, lapses or isĀ otherwise withdrawn or on which the 'offer period' otherwise ends. If two orĀ more persons act together pursuant to an agreement or understanding, whetherĀ formal or informal, to acquire an 'interest' in 'relevant securities' ofĀ The 3rdĀ Man Group plc,Ā they will be deemed to be a single person forĀ the purpose of Rule 8.3 of theĀ Code.
Under the provisions of Rule 8.1 of theĀ CityĀ Code, all 'dealings' in 'relevantĀ securities' ofĀ The 3rdĀ Man Group plcĀ byĀ Datacash Group plcĀ orĀ The 3rdĀ Man Group plc, or by any of their respectiveĀ 'associates', must be disclosed by no later than 12.00Ā noonĀ (London time) on theĀ Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevantĀ securities' 'dealings' should be disclosed, and the number of such securities inĀ issue, can be found on the Panel's website atĀ www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary,Ā when a person has long economicĀ exposure, whether conditional or absolute, to changes in price of securities. InĀ particular, a person will be treated as havingĀ an 'interest' by virtue of theĀ ownership or control of securities, or by virtueĀ of any option in respect of, orĀ derivative referenced to, securities.
Terms in quotation marks are defined in theĀ CityĀ Code,Ā which can also be found on theĀ Panel's website. If you are in any doubt as toĀ whether or not you are requiredĀ to disclose a 'dealing' under Rule 8 ofĀ the Code, please consult the Panel's website atĀ www.thetakeoverpanel.org.ukĀ or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)207236 7013.
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