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 kings to toto 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 +44 020 8639 3399.
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.
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.
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.