Offer Update

RNS Number : 6246U

Datacash Group PLC

19 October 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

19 October 2010

RECOMMENDED CASH ACQUISITION

by

MasterCard/Europay U.K. Limited ("MEPUK")

(a wholly owned subsidiary of MasterCard Incorporated ("MasterCard"))

of

 DataCash Group plc ("DataCash")

Result of the First Court Hearing

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 Court has today sanctioned the Scheme. In order for the Scheme to become effective in accordance with its terms, the Court must now confirm the Capital Reduction which is scheduled to take place on 21 October 2010, and the Court Orders must be delivered to and, in the case of the Second Court Order confirming the Capital Reduction, be registered by, the Registrar of Companies. It is expected that this will occur on 22 October 2010, and therefore that 21 October 2010 will be the last day for dealings in DataCash Shares on the London Stock Exchange.

It is expected that the admission to trading of DataCash Shares on AIM will be cancelled at 8.00 a.m. (London time) on 22 October 2010.

Cheques and settlement through CREST in respect of the Cash Consideration will be despatched/effected (as applicable) within 14 days of the Scheme becoming effective.

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 posted to DataCash Shareholders on 2 September 2010.

Enquiries:

DataCash Group plc	[phone]
Ashley Head
Paul Burton
David Bailey

UBS Investment Bank (Financial Adviser to DataCash)	[phone]
Affan Butt Thomas Onions Gareth Fowler
Investec Bank plc (Nominated Adviser to DataCash)	[phone]
Daniel Adams

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.

Investec Bank plc is acting exclusively for 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 Investec Bank plc nor for giving advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

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.

 

END

 

 

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