Earthport Regulatory News (EPO)

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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 February 2019

CASH OFFERforEarthport Plc ("Earthport")byMastercard UK Holdco Limited ("Bidco")

an indirectly wholly-owned subsidiary of

Mastercard Incorporated ("Mastercard")

OFFER EXTENSION AND ACCEPTANCE LEVEL UPDATE

On 25 January 2019, Bidco published an offer document (the "Offer Document") setting out the full terms and conditions of its cash offer to acquire the entire issued and to be issued share capital of Earthport (the "Offer"). 

On 8 February 2019, Visa International Service Association ("Visa") announced a revised 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.

Mastercard is considering its options and urges Earthport Shareholders to take no action in response to the announcement by Visa. A further announcement will be made in due course.

EXTENSION OF OFFER

The Offer, which remains subject to the terms and conditions set out in the Offer Document and Form of Acceptance, is being extended and will remain open for acceptances until the next closing date, which is 1.00 p.m. (London time) on 8 March 2019 (or such later time(s) or date(s) as Bidco may determine, subject to the consent of the Panel, where required).

ACTION TO BE TAKEN

Earthport Shareholders who have not yet accepted the Offer and who wish to do so should act as soon as possible and by the following deadlines:

· If you hold your Earthport Shares in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance as soon as possible and in any event so as to be received by the Receiving Agent, Computershare, by no later than 1.00 p.m. (London time) on 8 March 2019.

· If you hold your Earthport Shares in uncertificated form (that is, in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs as soon as possible and in any event by no later than 1.00 p.m. (London time) on 8 March 2019. If you hold your Earthport Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary instruction to Euroclear.

Full details on how to accept the Offer are set out in the Offer Document. The Offer Document is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Mastercard's website at https://investor.mastercard.com/investor-relations/default.aspx.

Earthport Shareholders with any questions relating to this announcement or the completion and return of the Form of Acceptance or the making of the Electronic Acceptance (as the case may be) should contact the Receiving Agent, Computershare, on 0370 703 6252 from within the UK (or on +44 370 703 6252 if calling from outside the UK). Lines are open between 9.00 a.m. and 5.00 p.m. Monday to Friday (except UK public holidays).

LEVEL OF ACCEPTANCES AND INTERESTS IN RELEVANT SECURITIES

As at 1.00 p.m. (London time) on 26 February 2019 (being the First Closing Date of the Offer), Bidco had received valid acceptances in respect of a total of 1,891,214 Earthport Shares (representing approximately 0.29 per cent. of the issued ordinary share capital of Earthport), which Bidco may count towards satisfaction of the acceptance condition.

So far as Bidco is aware, no acceptances have been received from persons acting in concert with Bidco or in respect of shares which were subject to an irrevocable commitment or letters of intent procured by Bidco or any person acting in concert with Bidco. Further, neither Bidco nor, so far as Bidco is aware, any persons acting in concert with it are in receipt of any outstanding irrevocable undertakings or letters of intent to accept, or procure the acceptance of, the Offer.

As at close of business in London on 25 February 2019 (being the latest practicable time and date prior to the date of this announcement), Bank of America N.A. held Warrants representing the right to subscribe for 23,000,026 new Earthport Shares (representing approximately 3.62 per cent. of the issued ordinary share capital of Earthport) (subject to adjustment as a result of the Offer in accordance with the Warrant Instrument), each with an expiry date of 17 June 2021 and a strike price of 24.2 pence.

Save as disclosed in this announcement, as at the close of business in London on 25 February 2019 (being the latest practicable time and date prior to the date of this announcement), neither Bidco nor, so far as Bidco is aware, any person acting in concert with Bidco has:

· any interest in, or right to subscribe in respect of, or any short position in relation to Earthport relevant securities, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of Earthport relevant securities; or

· borrowed or lent any Earthport relevant securities (including any financial collateral arrangements), save for any borrowed shares which have been either on-lent or sold.

Accordingly, the total number of Earthport Shares which Bidco may count towards the satisfaction of the acceptance condition is 1,891,214 Earthport Shares (representing approximately 0.29 per cent. of the issued ordinary share capital of Earthport).

The references to the issued share capital of Earthport in this announcement are based on a figure of 635,035,353 Earthport Shares in issue on 26 February 2019.

GENERAL

BofA Merrill Lynch is acting as financial adviser to Mastercard and Bidco for the purposes of the Acquisition. Clifford Chance LLP is acting as legal adviser to Mastercard and Bidco.

Unless otherwise defined herein, capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.

Enquiries

Important notices

Merrill Lynch International ("BofA Merrill Lynch"), which is authorised by the UK Prudential Regulation Authority and regulated by the UK Financial Conduct Authority and the UK Prudential Regulation Authority, is acting exclusively for Mastercard and for no one else and will not be responsible to anyone other than Mastercard for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition is being made solely by means of the Offer Document and the Form of Acceptance (or if the Acquisition is implemented by way of a Scheme, the Scheme Document), which contain the full terms and Conditions of the Acquisition, including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Bidco distributed the Offer Document to Earthport Shareholders on the Announcement Date. Bidco urges Earthport Shareholders to read the Offer Document because it contains important information relating to the Acquisition.

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. In particular the ability of persons who are not resident in the United Kingdom, to accept, or to procure the acceptance of, the Offer, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to the Overseas Shareholders are contained in the Offer Document. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code (and permitted by applicable law and regulation), the Acquisition is not being communicated, and will not be communicated, directly or indirectly, in or into, or by use of mails of or any means or instrumentality (including, but not limited to, by mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign commerce of, or by any facilities of a national, state or securities exchange of, any Restricted Jurisdiction and is not capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction. Accordingly, unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, copies of this announcement and the Form of Acceptance are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Accordingly, any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, these restrictions and must not, directly or indirectly, mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Offer invalid.

Important information for Earthport Shareholders in the United States

The Acquisition relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Code and under the laws of England and Wales. The Offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 (the "US Exchange Act"), or pursuant to any no action and exemptive relief therefrom granted to Bidco by the US Securities and Exchange Commission (the "SEC"), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer may 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.

In accordance with, and to the extent permitted by, the Code, normal UK market practice and, to the extent permitted under Rule 14e-5 under the US Exchange Act, BofA Merrill Lynch and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Earthport Shares on AIM and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5 under the US Exchange Act. In addition, in compliance with the Code, and pursuant to any exemptive relief being granted by the SEC or otherwise in compliance with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Earthport outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Any information about such purchases will be disclosed to the Panel and will be available to all investors (including US investors) from any Regulatory Information Service, including the Regulatory News Service on the AIM website, https://www.londonstockexchange.com/companies-and-advisors/aim/aim/aim.htm. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.

Neither the Offer nor this announcement have been approved or disapproved by the SEC, 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 or the merits of this Offer. Any representation to the contrary is a criminal offence in the United States.

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

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Earthport is located outside the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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.

Earthport's financial statements, and all financial information that is included in this announcement, or the Offer Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles ("US GAAP"). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with US GAAP or the auditing standards of the Public Company Accounting Oversight Board (United States).

The Acquisition is subject to the applicable requirements of the Code, the Panel and AIM. The Offer is being made in the US pursuant to applicable US tender offer rules or pursuant to any exemptive relief therefrom granted by the SEC.

Further details in relation to Overseas Shareholders are contained in the Offer Document.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Bidco, Mastercard and Earthport contains statements about Bidco, Mastercard and Earthport that are or may be deemed to be "forward looking statements". These statements are prospective in nature and are not based on historical facts, but rather based on the current expectations of the management of Bidco, Mastercard and Earthport about future events, and are naturally subject to uncertainty and changes in circumstances. The forward looking statements contained in this announcement include statements relating to the financial position, business strategy or plans for future operations of, and the expected effects or potential synergies of the Acquisition on, Bidco and Mastercard and the Wider Earthport Group, the expected timing and scope of the Acquisition and other statements other than historical facts. 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.

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 Acquisition, 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 of 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 Bidco, Mastercard and Earthport disclaims 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.

Right to switch to a Scheme

Bidco reserves the right to elect, with the consent of the Panel, and subject to the terms of the Cooperation Agreement, to implement the Acquisition by way of a Scheme. In such an event, the Scheme will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer and subject to the amendment referred to in Appendix I to the Announcement.

Dealing and Opening Position Disclosure Requirements of the Code

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.

Information relating to Earthport Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Earthport Shareholders, persons with information rights and other relevant persons for the receipt of communications from Earthport may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Mastercard's website at https://investor.mastercard.com/investor-relations/default.asp by no later than 12.00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Earthport Shareholders may request a hard copy of this announcement by contacting BofA Merrill Lynch on +44 (0) 20 7628 1000. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.