Earthport Regulatory News (EPO)

31 Mar 2005 07:00

Earthport PLC31 March 2005 Press announcement for immediate release 31 March 2005 earthport plc ("earthport" "the Company") seeks to list its gaming relatedbusiness The Board of earthport has resolved to commence the process of transferring itsgaming related business and that of its gaming orientated subsidiary ensurePayinto ensurePay (IOM) Limited ("ensurePay (IOM)"), which will act as a holdingcompany for all the gaming businesses. It is planned that ensurePay (IOM) willseek a listing on AIM, to achieve realistic value for earthport shareholders.ensurePay (IOM) is a company 100% independent of earthport and will on receiptof the earthport/ensurePay business have its own Board and management. Thetransfer of the earthport/ensurePay business to ensurePay (IOM) will be on arms'length terms and is expected to realise a substantial cash payment to earthportas well as minimum on going annual licence fees. Prior to the transfer all earthport shareholders registered on the vesting daywill be invited to purchase shares in ensurePay (IOM) at a price of 0.0001p pershare (nominal value = 0.0001p) for every 53 shares held in earthport. It isenvisaged that the shares available to earthport shareholders will representapproximately 40% of the issued share capital of ensurePay (IOM) on listing withup to 60% being the subject of a placing or share offer to investors to raisethe capital needed by ensurePay (IOM) to satisfy the consideration payable toearthport as well as its working capital requirements. While the terms of the proposed transfer to ensurePay (IOM) have still to befinalised, it is envisaged that, in addition to a cash payment to earthport forthe transfer of the earthport/ensurePay contracts, ensurePay (IOM) will also payan annual Licence Fee for all the services to be provided by earthport under aLicence Agreement. This will result in earthport having an ongoing revenuestream from ensurePay (IOM) business. Under a licence agreement ensurePay (IOM) in operating its business, willutilise the earthport banking network, stored value wallet and transactionprocessing services, so that ensurePay merchants and customers will each have awallet account into which funds will be transferred for bets to be made and towhere any winnings will be paid. A proportion of the revenues earned byensurePay (IOM) will flow to earthport under the Licence. ensurePay (IOM) will support and promote a suite of payments services to thegaming industry comparable to any competitor servicing the gaming sector.earthport will continue to supply its cash transfer and batchPay services toensurePay (IOM). The Board of earthport believes that the gaming businesses to be transferred toensurePay (IOM) are undervalued. This transaction should enable the fullpotential of the business to be realised under its own brand, utilisingensurePay (IOM)'s full product range, achieving direct competition with gamingpayments service providers such as Neteller. It is expected that this willaccelerate revenue growth for earthport; while at the same time providingearthport shareholders (on the vesting date to be announced in April) to benefitfrom any enhancement in value that may be generated as a result of the listingvia ensurePay (IOM) and ensurePay (IOM)'s on-going development of the business. Enquiries: Rob Cunningham, CEO earthport plc +44(0) 207 907 1100David Nabarro / Nigel Atkinson, Nabarro Wells +44(0) 207 710 7400James Melville-Ross / Juliet Clarke, Financial Dynamics +44(0) 207 831 3113 This information is provided by RNS The company news service from the London Stock Exchange