Stephan Bernstein, CEO of GreenRoc, details the PFS results for the new graphite processing plant. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksGlobalData Regulatory News (DATA)

Share Price Information for GlobalData (DATA)

London Stock Exchange
Share Price is delayed by 15 minutes
Get Live Data
Share Price: 230.00
Bid: 228.00
Ask: 232.00
Change: 7.00 (3.13%)
Spread: 4.00 (1.754%)
Open: 222.00
High: 232.00
Low: 231.00
Prev. Close: 224.00
DATA Live PriceLast checked at -

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Offer Update

28 Sep 2010 07:00

RNS Number : 3967T
Datacash Group PLC
28 September 2010
 



FOR IMMEDIATE RELEASE

 

Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction

 

28 September 2010

 

RECOMMENDED CASH ACQUISITION

by

MasterCard/Europay U.K. Limited ("MEPUK")

(a wholly owned subsidiary of MasterCard Incorporated ("MasterCard"))

of

 DataCash Group plc ("DataCash")

 

Approval at Court Meeting and Extraordinary General Meeting by majorities of over 99%

 

On 19 August 2010, MasterCard and DataCash announced that MasterCard had agreed with the Board of DataCash the terms of a recommended cash acquisition of DataCash by MEPUK, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

 

The Datacash Board is pleased to announce that, at the Court Meeting and the Extraordinary General Meeting held yesterday, both resolutions proposed were duly passed by majorities of over 99%. A summary of the voting results is set out below.

 

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the scheme document posted to DataCash Shareholders on 2 September 2010.

Court Meeting

The resolution to approve the Scheme proposed at the Court Meeting was decided on a poll and the resolution was passed. The results of the poll are as follows:

Number of shares voted

Percentage of votes

FOR

 

72,323,873

99.90

AGAINST

 

69,880

 0.10

 

The Scheme Shares voted for and against the resolution to approve the Scheme represent 78.04 per cent. and 0.07 per cent., respectively, of the total number of Scheme Shares in issue as at the Voting Record Time.

 

Of a total of 394 holders of Scheme Shares who voted at the Court Meeting (in person or by proxy), 389 (approximately 98.7 per cent.) voted for and 5 (approximately 1.3 per cent.) voted against the resolution to approve the Scheme.

 

Extraordinary General Meeting

 

The Special Resolution (to approve certain steps in connection with the Scheme and the Acquisition) was decided on a poll and was passed. The results of the poll are as follows:

 

Number of shares voted

Percentage of votes

FOR

 

72,329,323

99.90

AGAINST

 

69,880

 0.10

WITHHELD

 

5,300

 n/a

 

The shares voted for and against the Special Resolution represent 78.05 per cent. and 0.07 per cent., respectively, of the total number of DataCash Shares in issue as at the Voting Record Time.

 

Completion of the Acquisition remains subject to the satisfaction of or, if appropriate, waiver of the remaining conditions to the Scheme and to the Acquisition set out in the Scheme Document, which include, among other things, the sanction of the Scheme by the Court and the confirmation of the Capital Reduction by the Court.

 

The approval of the Central Bank of Cyprus of the acquisition by MEPUK of control of the Regulated Subsidiary, which is a condition to the Acquisition, has now been obtained.

 

The expected timetable for the Acquisition remains as set out in the Scheme Document, and it is currently expected that the Scheme will become effective on 22 October 2010.

 

The Scheme Document and this announcement are available for inspection during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) at the offices of Denton Wilde Sapte LLP at 1 Fleet Place, London EC4M 7WS and on DataCash's website www.datacash.com, in each case up to and including the Effective Date or the date that the Scheme lapses or is withdrawn, whichever is the earlier.

 

Enquiries:

 

DataCash Group plc

+44 870 727 4761

Ashley Head

 

Paul Burton

 

David Bailey

 

UBS Investment Bank (Financial Adviser to DataCash)

+44 20 7567 8000

Affan Butt

 

Thomas Onions

 

 

UBS Investment Bank is acting exclusively as financial adviser to DataCash in connection with the Acquisition and for no one else and will not be responsible to anyone other than DataCash for providing the protections afforded to clients of UBS Investment Bank nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

The distribution of this announcement and any formal documentation relating to the Acquisition in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement and any such documentation comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement has been prepared in accordance with English law, the City Code and the AIM Rules. As a result, the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about and observe any applicable requirements in those jurisdictions. The attention of Overseas Shareholders is drawn to paragraph 11 of Part 2 (Explanatory Statement) of the Scheme Document.

The Acquisition relates to the shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, including the City Code and the AIM Rules, which differ from the requirements of US proxy solicitation or tender offer rules.

If MEPUK exercises its right to implement the Acquisition by means of an Offer, the Offer will be made in compliance with the applicable laws and regulations, including US securities laws to the extent applicable.

Apart from the responsibilities, if any, which may be imposed on UBS Investment Bank by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, UBS Investment Bank does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by it or on its behalf in connection with the Acquisition. UBS Investment Bank accordingly disclaims all and any liability, whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

Forward Looking Statements

This announcement, oral statements made regarding the Acquisition and other information published by MasterCard, MEPUK and DataCash may contain "forward-looking statements" concerning the Wider MEPUK Group and the DataCash Group. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this document. The Wider MEPUK Group and the DataCash Group assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure (as defined in the Code) following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure (as defined in the Code).

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.

A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

This announcement will be available on DataCash's website at www.datacash.com by no later than 12 noon on 28 September 2010.

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
OUPLRMMTMBJTTJM
Date   Source Headline
2nd May 202410:16 amRNSDirector/PDMR Shareholding
2nd May 20247:00 amRNSAppointment of Joint Broker
23rd Apr 20242:44 pmRNSResults of Annual General Meeting
27th Mar 20247:00 amRNSAnnual Report for year ended 31 December 2023
12th Mar 20241:35 pmRNSDirector/PDMR Shareholding
12th Mar 20241:30 pmRNSHolding(s) in Company
4th Mar 20247:00 amRNSFull Year Results
1st Feb 20243:49 pmRNSHolding(s) in Company
1st Feb 20247:00 amRNSDirector/PDMR Shareholding
1st Feb 20247:00 amRNSDirector/PDMR Shareholding
24th Jan 20247:00 amRNSInvestor and Analyst Seminar
11th Jan 20247:00 amRNSTrading Update & Announcement of Investor Seminar
29th Dec 20237:00 amRNSDirector/PDMR Shareholding
21st Dec 20237:00 amRNSInvestment in Healthcare Division by Inflexion
16th Nov 20237:00 amRNSDirector/PDMR Shareholding
13th Sep 202310:48 amRNSDirector/PDMR Shareholding
13th Sep 202310:41 amRNSDirector/PDMR Shareholding
8th Aug 20235:41 pmRNSDirector/PDMR Shareholding
8th Aug 20235:35 pmRNSDirector/PDMR Shareholding
31st Jul 20237:00 amRNSHalf Year Results
25th Jul 20232:58 pmRNSResults of General Meeting
7th Jul 20237:00 amRNSNotice of General Meeting
30th Jun 202310:00 amRNSDirector/PDMR Shareholding
25th Apr 20233:34 pmRNSResult of AGM
25th Apr 20237:00 amRNSAGM Trading Update and Notice of AI Seminar
29th Mar 20237:00 amRNSNotice of Annual General Meeting 2023
17th Mar 20236:02 pmRNSAnnual Report for year ended 31 December 2022
27th Feb 20237:00 amRNSFull Year Results
27th Jan 20234:31 pmRNSDirector/PDMR Shareholding
27th Jan 20234:26 pmRNSHolding(s) in Company
27th Jan 20239:28 amRNSDirector/PDMR Shareholding
24th Jan 20237:00 amRNSCapital Markets Day
18th Jan 202311:47 amRNSPDMR Dealing
10th Jan 20237:00 amRNSFull year trading update
10th Nov 20224:41 pmRNSSecond Price Monitoring Extn
10th Nov 20224:36 pmRNSPrice Monitoring Extension
17th Oct 20229:44 amRNSHoling(s) in Company
17th Oct 20228:44 amRNSHolding(s) in Company
14th Oct 20227:00 amRNSDirector/PDMR Shareholding
5th Sep 202210:59 amRNSHolding(s) in Company
2nd Sep 20227:00 amRNSCompletion of TS Lombard Acquisition
15th Aug 20227:00 amRNSDirector/PDMR Shareholding
15th Aug 20227:00 amRNS£82m Share Scheme Vests for 146 Employees
10th Aug 20227:00 amRNS£410million Debt Financing Facility
1st Aug 20227:00 amRNSHalf Year Results
20th Jul 20227:00 amRNSAppointment of Joint Broker
15th Jul 20227:00 amRNSNotice of Interim Results
28th Jun 202212:45 pmRNSAnnual Report FY2021
26th Apr 202212:32 pmRNSResults of AGM
4th Apr 20221:14 pmRNSNotice of AGM

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.