Earthport Regulatory News (EPO)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

21 February 2019

ADJOURNMENT OF COURT MEETING AND GENERAL MEETING

BY

EARTHPORT PLC ("EARTHPORT")

BACKGROUND

On 27 December 2018, the boards of Visa International Service Association ("Visa"), a wholly-owned direct subsidiary of Visa Inc., and Earthport announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued and to be issued ordinary share capital of Earthport by Visa at a price of 30 pence per Earthport Share (the "Original Visa Offer"). The Original Visa Offer was to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act").

On 24 January 2019, Earthport published and posted a scheme circular to the shareholders of Earthport, containing, inter alia, notice of each of the Court meeting (the "Court Meeting") and general meeting (the "General Meeting"), each convened for 21 February 2019 at 10.00 a.m. and 10.15 a.m. respectively, in relation to the Original Visa Offer.

On 25 January 2019, Mastercard UK Holdco Limited ("Mastercard"), an indirectly wholly-owned subsidiary of Mastercard Incorporated, announced its all cash offer for the entire issued and to be issued ordinary share capital of Earthport at a price of 33 pence per Earthport Share (the "Mastercard Offer") by means of a contractual offer under Part 28 of the Companies Act and that the board of Earthport had withdrawn its recommendation of the Original Visa Offer and that it was recommending the Mastercard Offer.

Following further discussion between the boards of Visa and Earthport, on 8 February 2019 Visa announced its intention to make an increased all cash offer for the entire issued and to be issued ordinary share capital of Earthport at a price of 37 pence per Earthport Share (the "Increased Visa Offer"), by means of a contractual offer under Part 28 of the Companies Act (the "Switch"). Accordingly, Earthport withdrew its recommendation of the Mastercard Offer and is now recommending the Increased Visa Offer.

ADJOURNMENT OF COURT MEETING AND GENERAL MEETING

As a result of the Increased Offer and Switch, the Earthport Board announces that in relation to the Original Visa Offer: (i) the Chairman adjourned the Court Meeting; and (ii) the Chairman proposed the adjournment of the General Meeting until further notice, which adjournment was approved. Further announcements in relation to the adjourned Court Meeting and General Meeting will follow in due course.

Enquiries

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Earthport and for no one else in connection with the Increased Visa Offer and will not be responsible to anyone other than Earthport for providing the protections afforded to its clients nor for providing advice in relation to the Increased Visa Offer, the contents of this announcement or any other matters referred to in this announcement.

Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as nominated adviser for Earthport and no one else in connection with the Increased Visa Offer and will not be responsible to anyone other than Earthport for providing the protections afforded to its clients nor for providing advice in connection with the Increased Visa Offer, the contents of this announcement or any other matters referred to in this announcement.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given in the offer document setting out the formal terms of the Increased Visa Offer dated 11 February 2019 (the "Offer Document").

This announcement is for information purposes only, and is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Increased Visa Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Earthport in any jurisdiction in contravention of applicable law. The Increased Visa Offer will be implemented solely on the terms set out in the Offer Document, which contains the full terms and conditions of the Increased Visa Offer including details of how to vote in respect of the Increased Visa Offer. Any vote in respect of the Increased Visa Offer or other response in relation to the Increased Visa Offer should be made only on the basis of the information contained in the Offer Document.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal and regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Increased Visa Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Visa or required by the City Code on Takeovers and Mergers (the "Code") and permitted by applicable law and regulation, the Increased Visa Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Increased Visa Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Increased Visa Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Increased Visa Offer to Shareholders of Earthport who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Notice to US Earthport Shareholders

The Increased Visa Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Increased Visa Offer is being made in the United States pursuant to the applicable US tender offer rules for a cross-border tender offer and otherwise in accordance with the requirements of the Code. Accordingly, the Increased Visa Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

None of the securities referred to in this announcement or the Increased Visa Offer have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Increased Visa Offer by a US Earthport Shareholder will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each holder of Earthport Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Increased Visa Offer.

It may be difficult for US Earthport Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Earthport is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Earthport Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Visa or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Earthport Shares outside the United States, other than pursuant to the Increased Visa Offer, before or during the period in which the Increased Visa Offer remains open for acceptance. Any such purchases would be made at prices not higher than the price provided in this announcement, unless the price of the Increased Visa Offer is increased accordingly. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and its respective affiliates may continue to act as an exempt principal trader in Earthport Shares on AIM. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

The Increased Visa Offer will be subject to the applicable requirements of the Code, the Panel and AIM.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement) contains statements about Visa, Visa Inc. and Earthport that are or may be deemed "forward-looking statements" which are prospective in nature. These statements are prospective in nature and are not based on historical facts, but rather based on the current expectations of the management of Visa, Visa Inc. and Earthport about future events, and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Increased Visa Offer, other than statements of historical facts included in this announcement, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "would", "could", "anticipates", "estimates", "projects", "strategy" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Visa's or Earthport's operations and potential synergies resulting from the Proposed Acquisition; and (iii) the effects of government regulation on Visa's or Earthport's business.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Increased Visa Offer, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations or interest and exchange rates, the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. Each of Visa, Visa Inc. and Earthport disclaim any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by 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 securities exchange 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 following the commencement of the offer period and, if later, following the announcement in which any securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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 securities exchange 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Availability of this announcement

In accordance with Rule 30.3 of the Code, a person so entitled may request a copy of this announcement (and any information incorporated into it by reference to another source) in hard copy form free of charge. A person may request that all future documents, announcements and information sent to that person in relation to the Increased Visa Offer should be in hard copy form. Any request should be sent to Link Asset Services, on +44 (0) 371 664 0300 or by submitting a request in writing to shareholderenquiries@linkgroup.co.uk. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday, excluding public holidays in England and Wales.