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23 Dec 2008 09:26
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23Β DecemberΒ 2008
For Immediate Release
Not for release, publication or distribution, in whole or in part, in or into or from Australia, Canada, Japan,Β The Republic of Ireland,Β South Africa or the United States or any other jurisdiction where it would be unlawful to do so.
Offer Document PostedΒ in respect ofCash Offer byDatacash Fraud Services Limited ("Datacash Fraud Services")Β 8 Gate Street London WC2A 3HP
a wholly owned subsidiary ofΒ
DatacashΒ GroupΒ plc 8 Gate Street London WC2A 3HP
for
The 3rdΒ Man GroupΒ plcΒ
The Offer Document relating to the all cash offer ofΒ 30 penceΒ perΒ The 3rdΒ Man Group plcΒ ShareΒ other than for those shares otherwise contracted to be acquired by Datacash Fraud Services,Β made byΒ Datacash Fraud Services, a wholly owned subsidiary ofΒ DatacashΒ Group plc, is being posted toΒ The 3rdΒ ManΒ Group plcΒ Shareholders today.Β
The Offer Document is available for inspectionΒ during normal business hours on anyΒ weekday (Saturdays, Sundays and public holidays excepted) at the offices of Denton Wilde Sapte,Β One FleetΒ PlaceΒ LondonΒ EC4M 7WSΒ while the Offer remains open for acceptance.Β
Enquiries:
|
Datacash Fraud Services Andrew DarkΒ - Chief Executive Officer Paul BurtonΒ - Chief Financial OfficerΒ |
Telephone:Β Β +44Β (0)Β 870 727 4761 |
|
Noble & Company LtdΒ (Financial Adviser toΒ Datacash Fraud Services) John Llewellyn-Lloyd Brian Stockbridge |
Telephone: +Β 44Β (0)Β 207 763 2200 |
|
Seymour Pierce LtdΒ (Financial Adviser toΒ The 3rdΒ Man Group plc) Chris HowardΒ |
Telephone: +44Β (0)Β 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 1Β Part B, Paragraph 7Β 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 forΒ Datacash Fraud ServicesΒ and no-one else in connection with the Offer and will not be responsible to anyone other thanΒ Datacash Fraud ServicesΒ 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 forΒ The 3rdΒ Man Group plcΒ and no-one else in connection with the Offer and will not be responsible to anyone other thanΒ The 3rdΒ Man Group plcΒ 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 theΒ CityΒ Code, if any person is, or becomes,Β 'interested' (directly or indirectly) inΒ oneΒ per cent.Β orΒ more of any class of 'relevantΒ securities' ofΒ The 3rdΒ Man Group plc, all 'dealings' in any 'relevant securities' of thatΒ company (including by means of an optionΒ in respect of, or a derivativeΒ referenced to, any such 'relevant securities') must be publicly disclosed by noΒ later than 3.30 p.m. (London time) on the Business Day following the date of theΒ relevant transaction. This requirement will continue until the date on which theΒ Offer becomes, or is declared, unconditionalΒ as to acceptances, lapses or isΒ otherwise withdrawn or on which the 'offer period' otherwise ends. If two orΒ more persons act together pursuant to an agreement or understanding, whetherΒ formal or informal, to acquire an 'interest' in 'relevant securities' ofΒ The 3rdΒ Man Group plc,Β they will be deemed to be a single person forΒ the purpose of Rule 8.3 of theΒ Code.
Under the provisions of Rule 8.1 of theΒ CityΒ Code, all 'dealings' in 'relevantΒ securities' ofΒ The 3rdΒ Man Group plcΒ byΒ Datacash Group plcΒ orΒ The 3rdΒ Man Group plc, or by any of their respectiveΒ 'associates', must be disclosed by no later than 12.00Β noonΒ (London time) on theΒ Business Day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevantΒ securities' 'dealings' should be disclosed, and the number of such securities inΒ issue, can be found on the Panel's website atΒ www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary,Β when a person has long economicΒ exposure, whether conditional or absolute, to changes in price of securities. InΒ particular, a person will be treated as havingΒ an 'interest' by virtue of theΒ ownership or control of securities, or by virtueΒ of any option in respect of, orΒ derivative referenced to, securities.
Terms in quotation marks are defined in theΒ CityΒ Code,Β which can also be found on theΒ Panel's website. If you are in any doubt as toΒ whether or not you are requiredΒ to disclose a 'dealing' under Rule 8 ofΒ the Code, please consult the Panel's website atΒ www.thetakeoverpanel.org.ukΒ or contact the Panel on telephone number +44(0)20 7638 0129; fax number +44(0)207236 7013.
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