Last checked at 21 Oct 2010 12:15
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
21 October 2010
RECOMMENDED CASH ACQUISITION
by
MasterCard/Europay U.K. Limited ("MEPUK")
(a wholly owned subsidiary of MasterCard Incorporated )
of
DataCash Group plc ("DataCash")
Result of the Second Court Hearing
Further to the announcement of 19 October 2010, the DataCash Board is pleased to announce that the Court has today sanctioned and confirmed the Capital Reduction in connection with the Scheme of Arrangement under Part 26 of the Companies Act 2006 to implement the acquisition of DataCash by MEPUK.
Dealings in DataCash Shares on the London Stock Exchange will be suspended with effect from 5.00 p.m. (London time) today.
It is expected that the Scheme will become effective tomorrow and that the cancellation of the admission to trading of DataCash Shares on AIM will take place at 8.00 a.m. (London time) on the same day.
Cheques and settlement through CREST for the cash consideration due under the Scheme will be despatched/effected (as applicable) by 5 November 2010 assuming the Scheme becomes effective tomorrow.
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.
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 Gareth Fowler
|
|
| Investec Bank plc (Nominated Adviser to DataCash) | +44 20 7597 5970 |
| Daniel Adams |
|
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.
Investec Bank plc is acting exclusively for 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 Investec Bank plc nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.
The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
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.