TIDMIDG
RNS Number : 4312Z
Cardtronics Creative UK Limited
07 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND
JAPAN) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
7 March 2013
RECOMMENDED CASH OFFER
by
CARDTRONICS CREATIVE UK LIMITED ("CARDTRONICS UK")
(A WHOLLY-OWNED SUBSIDIARY OF CARDTRONICS, INC.
("CARDTRONICS"))
for
I-DESIGN GROUP PLC ("I-DESIGN")
Offer update - wholly unconditional
Introduction
On 13 February 2013, the Boards of Cardtronics UK and i-design
announced that they had reached agreement on the terms of a
recommended cash offer to be made by Cardtronics UK, an indirectly
wholly-owned subsidiary of Cardtronics, for the entire issued and
to be issued share capital of i-design (the "Offer"). The full
terms and conditions of the Offer and the procedures for acceptance
were set out in the offer document issued by Cardtronics UK on 13
February 2013 (the "Offer Document").
Terms used but not defined in this announcement shall have the
meaning given to them in the Offer Document.
Level of Acceptances
Cardtronics UK announces that, as at 1.00 p.m. (London time) on
6 March 2013, the first closing date of the Offer, Cardtronics UK
had received valid acceptances of the Offer in respect of a total
of 13,189,350 i-design Shares, all of which may be counted towards
the satisfaction of the acceptance condition. This represents
approximately 93.5 per cent. of the existing issued share capital
of i-design and approximately 92.7 per cent. of the i-design Shares
to which the Offer relates.
This includes acceptances received in respect of 8,780,415
i-design Shares, representing approximately 62.2 per cent. of the
existing issued share capital of i-design, which were subject to
irrevocable commitments procured by Cardtronics and Cardtronics
UK.
In addition, valid acceptances have been received in respect of
130,000 to be issued i-design Shares under the i-design Share
Schemes which were subject to irrevocable commitments procured by
Cardtronics and Cardtronics UK. It is now intended these options be
exercised and accepted into the Offer. These 130,000 i-design
Shares represent approximately 0.9 per cent. of the fully diluted
share capital of i-design and, taken together with the acceptances
referred to above, represent approximately 93.6 per cent. of the
fully diluted share capital of i-design.
So far as Cardtronics UK and Cardtronics are aware, none of
these acceptances have been received from people acting in concert
with them.
The acceptance condition to the Offer, as set out in the Offer
Document, has been satisfied and all of the conditions of the Offer
have now either been satisfied or waived. Therefore, Cardtronics is
pleased to announce that the Offer has become wholly
unconditional.
The Offer will remain open for acceptances until 1.00 p.m.
(London time) on 22 March 2013. Cardtronics UK reserves the right
to further extend the Offer in its absolute discretion.
Acceptance of the Offer
i-design Shareholders who have not yet accepted the Offer are
encouraged to do so without delay. Acceptances of the Offer should
be received in accordance with the instructions contained in the
Offer Document and in the case of shares held in certificated form
(that is, not in CREST) the Form of Acceptance.
The Offer Document has been sent to i-design Shareholders in
hard copy and is available for inspection free from charge, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Cardtronics' website (at www.cardtronics.com)
during the course of the Offer.
If you need assistance in accepting the Offer you should contact
Capita Registrars on 0871 664 0321 from within the UK or +44 20
8639 3399 if calling from outside the UK. Calls to the 0871 664
0321 number cost 10 pence per minute (including VAT) plus your
service provider's network extras. Calls to the helpline from
outside the UK will be charged at applicable international rates.
Different charges may apply to calls made from mobile telephones
and calls may be recorded and monitored randomly for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice.
Cancellation of Trading and Re-registration
As set out in the Offer Document, now that the Offer has been
declared unconditional in all respects, i-design has, at the
request of Cardtronics, applied to the London Stock Exchange for
the cancellation of the admission to trading of the i-design Shares
on AIM ("Cancellation"). It is expected that Cancellation will
occur at 7.00 a.m. on 8 April 2013 after which time i-design Shares
will no longer be admitted to trading on AIM.
Following Cancellation, it is the intention of Cardtronics UK to
propose a resolution to re-register i-design as a private limited
company under the relevant provisions of the Companies Act.
Compulsory Acquisition
As set out above, as Cardtronics UK has received acceptances
under the Offer in respect of 90 per cent. or more of the i-design
Shares by nominal value and voting rights attached to such shares
to which the Offer relates, Cardtronics UK intends to exercise its
rights in accordance with sections 974 to 991 (inclusive) of the
Companies Act to acquire compulsorily the remaining i-design Shares
to which the Offer relates on the same terms as the Offer.
Accordingly, Cardtronics UK will shortly be posting statutory
notices under section 980(1) of the Companies Act to i-design
Shareholders who have not yet validly accepted the Offer, informing
such i-design Shareholders that it will compulsorily acquire their
i-design Shares.
Interests in i-design Shares
Save for the irrevocable commitments referred to above, none of
Cardtronics or Cardtronics UK or any person acting, or deemed to be
acting, in concert with Cardtronics or Cardtronics UK for the
purposes of the Offer has an interest in, or a right to subscribe
for, i-design Shares or in any securities convertible or
exchangeable into i-design Shares ("Relevant i-design Securities")
or any short position in Relevant i-design Securities including any
short position (whether conditional or absolute and whether in the
money or otherwise), under a derivative, any agreement to sell or
any delivery obligation or right to require another person to
purchase or take delivery. None of Cardtronics or Cardtronics UK or
any person acting, or deemed to be acting, in concert with
Cardtronics or Cardtronics UK for the purposes of the Offer has
borrowed or lent any i-design Shares.
A copy of this announcement will be made available free from
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Cardtronics website (at
www.cardtronics.com) during the course of the Offer.
Enquiries:
Cardtronics/Cardtronics UK
Chris Brewster +1 (832) 308 4000
DC Advisory (Financial adviser to Cardtronics and
Cardtronics UK)
Richard Pulford/Ben Thompson +44 (0) 161 362 6800
DC Advisory, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Cardtronics and
Cardtronics UK and no one else in connection with the Offer and
other matters referred to in this announcement and will not be
responsible to any person other than Cardtronics and Cardtronics UK
for providing the protections afforded to clients of DC Advisory
nor for giving advice in relation to the Offer or any other matter
or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe
for any securities in any jurisdiction pursuant to the Offer or
otherwise.
Overseas i-design Shareholders
This announcement has been prepared for the purpose of complying
with English law and the City 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 the United Kingdom. Unless otherwise
determined by Cardtronics UK or required by the City Code and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by use of the mails,
or by any means or instrumentality (including, without limitation,
by means of telephone, facsimile, telex, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facilities of a securities exchange of, any Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or otherwise from
within any Restricted Jurisdiction. Accordingly, unless otherwise
determined by Cardtronics UK or required by the City Code and
permitted by applicable law and regulation, copies of this
announcement and any other related document are not being, and must
not be, directly or indirectly, mailed or otherwise distributed or
sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not distribute or send them in, into or from such
jurisdictions as doing so may make invalid any purported acceptance
of the Offer by persons in any such jurisdiction.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any and all applicable legal
and regulatory requirements of their jurisdiction. i-design
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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