Offer Unconditional

RNS Number : 8257L

Datacash Group PLC

19 January 2009

 



To be embargoed for 7.00am            

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

                                     19 January 2009

RECOMMENDED CASH OFFER

by

DATACASH FRAUD SERVICES LIMITED

(A WHOLLY OWNED SUBSIDIARY OF DATACASH GROUP PLC)

for

THE 3RD MAN GROUP PLC

OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS

Introduction

On 22 December 2008, the boards of Datacash Fraud Services Limited ("Datacash Fraud Services") and The 3rd Man Group plc ("3rd Man") announced the terms of a recommended cash offer to be made by Datacash Fraud Services to acquire the entire issued and to be issued ordinary share capital of 3rd Man not already otherwise contracted to be acquired by Datacash Fraud Services ("Offer"). The offer document setting out the full terms and conditions of the Offer (the "Offer Document") was posted to shareholders of the 3rd Man ("3rd Man Shareholders") on 23 December 2008. 

In addition, Datacash Fraud Services draws your attention to the announcement released by 3rd Man on 14 January 2009 where 3rd Man announced that the resolutions proposed at its General Meeting held on that day relating to the Offer had been successfully passed.

The Board of Datacash Fraud Services is pleased to announce that the Offer is hereby declared unconditional in all respects.

Level of acceptances

As at 1.00 p.m. (London time) on 16 January 2009, valid acceptances of the Offer had been received in respect of a total of 6,805,776 3rd Man Shares, representing approximately 70.54 per cent. of the existing issued ordinary share capital of 3rd Man and approximately 92.36 per cent. of the 3rd Man Shares to which the Offer relates. 

In addition, on 22 December 2008, terms were agreed for Paul Simms and Steve Tyas and their immediate family interests, which include the shareholdings of Anne Couter and Vanessa Tyas, to exchange, conditional on the Offer becoming or being declared unconditional in all respects, their shareholdings in 3rd Man, being, in aggregate, 2,279,288 3rd Man Shares, representing approximately 23.63% of the issued share capital of 3rd Man, for shares in Datacash Fraud Services. 

As at 22 December 2008, Datacash Fraud Services had received the following irrevocable commitments:

1.       Received from the Independent 3rd Man Directors who are interested in 3rd Man Shares
          irrevocable undertakings to accept or procure the acceptance of the Offer in respect of their entire 
          beneficial holdings of, in aggregate, 878,073 3rd Man Shares, representing approximately 9.10 per
          cent. of the issued share capital of 3rd Man.

2.      Received from a number of other 3rd Man Shareholders irrevocable undertakings to accept or 
         procure the acceptance of the Offer in respect of holdings of, in aggregate, 2,298,135 3rd Man 
         Shares, representing approximately 23.82 per cent. of the issued share capital of 3rd Man.

As at 1.00 p.m. (London time) on 16 January 2009, valid acceptances of the Offer had been received in respect of a total of 3,104,538 3rd Man Shares to which irrevocable undertakings have been given, representing approximately 97.74 per cent. of the 3rd Man Shares that were subject to irrevocable undertakings. This represents approximately 42.13 per cent. of the 3rd Man Shares to which the Offer relates.

Condition A in Part A of Appendix 1 to the Offer Document becomes satisfied if Datacash Fraud Services has received valid acceptances of the Offer in respect of not less than 90 per cent. of the 3rd Man Shares to which the Offer relates. This condition has therefore become satisfied and the Offer has become unconditional as to acceptances. As the other conditions to the Offer have been satisfied or waived, the board of Datacash Fraud Services is therefore pleased to declare the Offer unconditional in all respects.

The Offer will remain open for acceptance until further notice.

3rd Man Shareholders who wish to accept the Offer, and who have not yet done so, should act in accordance with the instructions set out in the Offer Document as soon as possible. To accept the Offer, a 3rd Man Shareholder should complete, sign and return the Form of Acceptance together with their share certificate(s) or other document(s) of title by hand (during normal business hours) or by post as soon as possible to the receiving agents to the Offer, Capita Registrars at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any business day at the offices of Denton Wilde Sapte LLP, One Fleet Place, London EC4M 7WS while the Offer remains open for acceptance. Additional Forms of Acceptance are available from Capita Registrars, by telephoning 0870 162 3121, or if calling from outside the UK, on [phone]. 

Settlement of consideration

Settlement of the consideration to which any 3rd Man Shareholder is entitled under the Offer will be effected (by the despatch of cheques): (a) in the case of acceptances received, complete in all respects by 1.00 pm today, within 14 days (or 2 February 2009); or (b) in the case of acceptances of the Offer received, complete in all respects, after today's date but while the Offer remains open for acceptance, within 14 days of such receipt, and in either case payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank.

Compulsory acquisition

If Datacash Fraud Services does not receive acceptances for 100% of the 3rd Man Shares it intends to apply the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily all remaining 3rd Man Shares to which the Offer relates in respect of which it has not received valid acceptances or which it has not otherwise acquired. Any 3rd Man Shares that Datacash Fraud Services acquires in this way will be acquired on the same terms as the Offer. As Datacash Fraud Services has received valid acceptances in respect of over 90 per cent. in value of the 3rd Man Shares to which the Offer relates it is entitled to do this.

Other

It is intended that Datacash Fraud Services will pass the necessary resolutions and take all other necessary steps as required under the relevant provisions of the Companies Act 1985 and/or 2006 (as applicable) to re-register 3rd Man as a private limited company.

Save as disclosed in this announcement, neither Datacash Fraud Services nor any person acting in concert with Datacash Fraud Services has an interest in (or a right to subscribe for) or any short positions (whether conditional or absolute or whether in the money or otherwise), 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 in respect of, or has borrowed or lent, any 3rd Man Shares.  

Terms defined in the Offer Document dated 23 December 2008 have the same meaning in this announcement unless otherwise stated. 

Enquiries:

Datacash Fraud Services Andrew Dark - Chief Executive Officer Paul Burton - Chief Financial Officer	Telephone:  [phone]
Noble & Company Ltd  (Financial Adviser to Datacash Fraud Services) John Llewellyn-Lloyd Brian Stockbridge	Telephone: + 44 (0) 207 763 2200
Investec  (Nominated Adviser to Datacash Group Plc) Keith Anderson Daniel Adams	Telephone: [phone]
Seymour Pierce Ltd  (Financial Adviser to The 3rd Man Group plc) Chris Howard	Telephone: [phone]

Noble & Company Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for Datacash Fraud Services and no one else in connection with the Offer and will not be responsible to anyone other than Datacash Fraud Services for providing the protections afforded to customers of Noble & Company Ltd nor for giving advice in relation to the Offer.

Investec, which is authorised and regulated in the UK by the Financial Services Authority, is acting as Nominated Adviser exclusively for Datacash Group Plc and no-one else and will not be responsible to anyone other than Datacash Group Plc for providing the protections afforded to customers of Investec nor for providing advice in relation to the Offer.

Seymour Pierce Ltd, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as financial adviser exclusively for The 3rd Man Group plc and no-one else in connection with the Offer and will not be responsible to anyone other than The 3rd Man Group plc for providing the protections afforded to customers of Seymour Pierce Ltd nor for giving advice in relation to the Offer.

The Directors of Datacash Fraud Services accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Directors of Datacash Fraud Services (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

This announcement does not constitute an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any document by which the Offer is made.

Overseas jurisdictions

The making of the Offer in jurisdictions outside the United Kingdom or to Overseas Shareholders or to nominees of or trustees for Overseas Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Overseas Shareholder wishing to accept the Offer to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other formalities needing to be observed and the payment of any issue, transfer or other taxes or duties or requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for payment of any such issue, transfer or other taxes, duties or other requisite payments due in such jurisdiction by whomsoever payable, and Datacash Fraud Services (and any person acting on its behalf) shall be entitled to be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as Datacash Fraud Services (or any person acting on its behalf) may be required to pay.

This announcement is not an offer of securities for sale or purchase in the United States, Canada, Australia, Japan or any Restricted Jurisdiction. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, but not limited to, facsimile transmission or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national, local or other securities exchange of the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and the Offer cannot be accepted and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction.

Any person (including, without limitation, nominees, trustees or custodians) who is an overseas person or who would, or otherwise intends to, forward this announcement, the Offer Document, the Form of Acceptance or any related document to any jurisdiction outside the United Kingdom or to any overseas person should seek appropriate advice before taking any action.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in one per cent. or more of any class of 'relevant securities' of The 3rd Man Group plc, all 'dealings' in any 'relevant securities' of that company (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of The 3rd Man Group plc, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of The 3rd Man Group plc by Datacash Group Plc or The 3rd Man Group plc, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the Code, please consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number [phone]; fax number [phone].

 

END

 

 

OUPMGGMMRVZGLZM