Offer Document Posted

RNS Number : 1062S

Datacash Group PLC

03 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

3 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")

Posting of Scheme Document

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 the scheme document (the "Scheme Document") has been posted to DataCash Shareholders. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Act, a timetable of principal events and details of the actions to be taken by DataCash Shareholders. Copies of the Scheme Document will also be posted to holders of options under the DataCash Share Option Schemes.

The Court Meeting and the Extraordinary General Meeting are scheduled to be held on 27 September 2010. Notices of the Court Meeting and the Extraordinary General Meeting are set out in the Scheme Document.

The Scheme Document is 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website www.datacash.com, in each case up to and including the Effective Date or the date that the Scheme lapses or is withdrawn, whichever is the earlier.

The anticipated timetable of principal events is as follows:

Latest time for lodging Forms of Proxy for:

Court Meeting (blue form)		11.00 a.m. on	25 September 2010
Extraordinary General Meeting (yellow form)		11.15 a.m. on	25 September 2010
	Voting Record Time	6.00 p.m. on	25 September 2010
	Court Meeting	11.00 a.m. on	27 September 2010
	Extraordinary General Meeting	11.15 a.m. on	27 September 2010
	The following dates may be subject to change
	First Court Hearing (to sanction the Scheme)		19 October 2010
	Capital Reduction Record Time	6.00 p.m. on	20 October 2010
	Second Court Hearing (to confirm the Capital Reduction)		21 October 2010
	Last time for dealings in, and for registration of transfers of, and disablement in CREST of, DataCash Shares	5.00 p.m. on	21 October 2010
	Scheme Record Time	6.00 p.m. on	21 October 2010
	Effective Date of the Scheme		22 October 2010
	Cancellation of trading on AIM of DataCash Shares	8.00 a.m. on	22 October 2010
	Latest date for despatch of cheques and settlement through CREST		5 November 2010

All times referred to are London time unless otherwise stated.

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.

Enquiries:

DataCash Group plc	[phone]
Ashley Head
Paul Burton
David Bailey
UBS Investment Bank (Financial Adviser to DataCash)	[phone]
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 [phone].

This announcement will be available on DataCash's website at www.datacash.com by no later than 12 noon on 3 September 2010.

 

END

 

 

ODPEAKNDEDLEEEF