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Thursday 19 August, 2010

Mastercard Inc

Rule 2.5 Announcement

RNS Number : 3138R
Mastercard Incorporated
19 August 2010
 



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

FOR IMMEDIATE RELEASE

19 August 2010

RECOMMENDED CASH ACQUISITION

by

MASTERCARD/EUROPAY U.K. LIMITED
(a wholly owned subsidiary of MasterCard)

for

DATACASH GROUP PLC

Summary

·    MasterCard Incorporated ("MasterCard") is pleased to announce that it has agreed with the Board of DataCash Group plc ("DataCash") the terms of a recommended cash acquisition of the entire issued and to be issued share capital of DataCash by MasterCard/Europay U.K. Limited ("MEPUK"), a wholly-owned subsidiary of MasterCard.

·    The Acquisition will be implemented by means of a Court sanctioned scheme of arrangement of DataCash.

·    Under the terms of the Acquisition, DataCash Shareholders will receive 360 pence in cash for each DataCash Share held at the Scheme Record Time.

·    The Acquisition values the entire issued and to be issued share capital of DataCash at approximately £333 million and represents:

·          a premium of 53.8 per cent. to the Closing Price of 234 pence per DataCash Share on 18 August 2010 (being the last Business Day prior to the date of this announcement); and

·          a premium of 51.6 per cent. to the average Closing Price of 237 pence per DataCash Share for the one month ended on 18 August 2010.

·          In order to become Effective, the Acquisition must, amongst other things, be approved by the requisite majorities of DataCash Shareholders at the Court Meeting and the DataCash General Meeting.

·          MEPUK has received irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings in respect of DataCash Shares representing, in aggregate, approximately 52 per cent. of the current issued share capital of DataCash.  All irrevocable undertakings received by MEPUK will continue to be binding in the event of any Alternative Proposal.

·          The DataCash Directors, who have been so advised by UBS Investment Bank, consider the terms of the Acquisition to be fair and reasonable.  In providing advice to the DataCash Directors, UBS Investment Bank has taken into account the commercial assessments of the DataCash Directors.

Accordingly, the DataCash Directors intend unanimously to recommend that DataCash Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by means of an Offer, to accept the Offer) as the DataCash Directors have irrevocably undertaken to do in respect of their own aggregate beneficial holdings of 40,659,008 DataCash Shares (representing approximately 44 per cent. of the current issued share capital of DataCash).

·          The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and the DataCash General Meeting, together with the forms of proxy, will be posted to DataCash Shareholders in early September 2010 and the Scheme is expected to become Effective by the end of October 2010.

Ajay Banga, President and Chief Executive Officer of MasterCard, said:

"E-commerce represents an important part of MasterCard's growth strategy, and this acquisition will allow us to provide new services to our acquiring customers, as well as drive increased e-commerce penetration in both existing and new markets.  The acquisition of DataCash will expand our already significant e-commerce merchant gateway presence in Asia and Australia to European countries and other high-growth, emerging markets worldwide."

Ashley Head, Chairman of DataCash, said:

"The proposed acquisition represents a significant opportunity for DataCash to drive increased adoption of our platforms and programs internationally and become part of the exciting value proposition of MasterCard.  This announcement marks a landmark development for our customers, merchants, partners and employees as DataCash now looks forward to the next stage of its development.  The acquisition represents a significant premium of 65.1 per cent. over the average Closing Price of DataCash for the last six months and represents an opportunity for investors to realise today the potential benefits of the combination."

At 14:00 BST (09.00 ET) today, MasterCard will host a conference call to discuss the transaction.  The dial information for this call is 866.831.6224 (within the US) and + 1 617.213.8853 (outside the US) and the passcode is 39132639.  A replay of the call will be available for one week thereafter.  The replay can be accessed by dialling 888.286.8010 (within the US) and + 1 617.801.6888 (outside the US) and using passcode 32246546.

The live call and the replay, along with supporting materials, can also be accessed through the Investor Relations section of the company's website at www.mastercard.com.

Enquiries:

MasterCard
Barbara Gasper (Group Executive, Investor Relations)
Chris Monteiro (Group Head, Worldwide Communications)


Tel:  +1 914 249 4565
Tel: + 1 914 249 5826

DataCash
Ashley Head (Chairman)
Paul Burton (Chief Financial Officer)
David Bailey (Deputy Chairman)

Tel: +44 870 727 4761

Deutsche Bank (financial adviser and corporate broker to MasterCard and MEPUK)

Anthony Parsons

Tel: +44 20 7545 8000

UBS Investment Bank (financial adviser to DataCash)
Affan Butt
Thomas Onions

Tel: +44 20 7567 8000

Finsbury (PR adviser to MasterCard)
James Leviton
Nick Woodruff

Tel: +44 20 7251 3801

This summary should be read in conjunction with the full text of this announcement

The conditions to, and certain further terms of, the Acquisition are set out in Appendix 1.  The sources and bases for certain financial information contained in this announcement are set out in Appendix 2.  Details of irrevocable undertakings received by MEPUK and certain related arrangements are set out in Appendix 3.  Certain definitions and terms used in this announcement are set out in Appendix 4.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request.  Deutsche Bank AG, London Branch (and its affiliates) are acting as financial adviser and corporate broker to MasterCard and MEPUK and no one else in connection with the Acquisition and will not be responsible to any person other than MasterCard and MEPUK for providing the protections afforded to clients of Deutsche Bank AG, London Branch (or its affiliates), nor for providing advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

UBS Investment Bank is acting exclusively for DataCash in connection with the Acquisition and for no one else in connection with the Acquisition 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.

This announcement does not constitute an offer to sell or an invitation of an offer to purchase any securities or the solicitation of any vote for approval of the Acquisition in any jurisdiction.  The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.  DataCash Shareholders are advised to read carefully the Scheme Document and other formal documentation in relation to the Acquisition once it has been dispatched.

This announcement has been prepared in accordance with English law and the Takeover Code.  As a result, information disclosed herein may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside of England.  Financial information included in the Scheme Document and other relevant documentation related to the Acquisition will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of non-UK companies.

MEPUK reserves the right to elect (with the consent of the Panel) to implement the Acquisition by means of an Offer.  In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.  If the Acquisition is implemented by means of an Offer, it will be made in accordance with the requirements of applicable laws, including US securities laws, to the extent applicable.

This announcement, including information included or incorporated by reference in this announcement, 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 announcement.  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 Takeover Code, any person who is interested in 1 per cent. 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 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 +44 20 7638 0129.

This announcement will be available on MasterCard's website at www.mastercard.com and DataCash's website at www.datacash.com by no later than 12 noon on 20 August 2010.



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

FOR IMMEDIATE RELEASE

19 August 2010

RECOMMENDED CASH ACQUISITION

by

MASTERCARD/EUROPAY U.K. LIMITED
(a wholly owned subsidiary of MasterCard)

for

DATACASH GROUP PLC

1.         Introduction

MasterCard Incorporated ("MasterCard") is pleased to announce that it has agreed with the Board of DataCash Group plc ("DataCash") the terms of a recommended cash acquisition of the entire issued and to be issued share capital of DataCash by MasterCard/Europay U.K Limited ("MEPUK"), a wholly-owned subsidiary of MasterCard.

The Acquisition will be implemented by means of a Court sanctioned scheme of arrangement of DataCash (although MEPUK reserves the right to effect the Acquisition by means of an Offer).  The Scheme Document will be posted to DataCash Shareholders in early September 2010 and the Scheme is expected to become Effective by the end of October 2010.

2.         The Acquisition

The Acquisition will be on the terms and subject to the conditions set out below and in Appendix 1, and to be set out in the Scheme Document.  Under the terms of the Acquisition, each DataCash Shareholder holding DataCash Shares at the Scheme Record Time will receive:

For each DataCash Share

360 pence in cash

The Acquisition values the entire issued and to be issued share capital of DataCash at approximately £333 million and implies an enterprise value of £320 million.  The Acquisition represents a premium of:

·          53.8 per cent. to the Closing Price of 234 pence per DataCash Share on 18 August 2010 (being the last Business Day prior to the date of this announcement); and

·          51.6 per cent. to the average Closing Price of 237 pence per DataCash Share for the one month ended on 18 August 2010).

Save to the extent cancelled pursuant to the Scheme, the DataCash Shares will be acquired by MEPUK fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this announcement.

3.         Background to and reasons for the Acquisition

MasterCard believes the Acquisition will create a long-term growth platform, providing MasterCard with the ability to:

·    drive the growth of the e-commerce category in concert with MasterCard's acquiring customers, thus increasing the use of MasterCard-branded credit and prepaid products, as well as MasterCard and Maestro-branded debit products, for online purchases - particularly in Europe and other markets;

·    expand and enhance MasterCard's successful MiGS gateway business currently operating in the Asia Pacific region, enabling merchants to gain new market reach and access to value-added services;

·    leverage MasterCard's network and global presence to more rapidly drive the global expansion and adoption of DataCash's products and services beyond western Europe where a majority of DataCash's business is conducted today;

·    combine DataCash's and MasterCard's fraud capabilities and expertise resulting in "end to end"  fraud screening and management services; and

·    expand DataCash's platform and launch MasterCard's new generation of e-commerce, mobile commerce and other payment products, enabling merchants to quickly accept these new forms of payments with minimal integration challenges.

MasterCard expects the transaction to be approximately $0.05 dilutive to its fourth quarter 2010 earnings per share due to amortization and one-time transaction costs.  For fiscal year 2011, MasterCard expects the transaction to be break even with respect to earnings per share and accretive in fiscal year 2012 (1).

4.         Recommendation

The DataCash Directors, who have been so advised by UBS Investment Bank, consider the terms of the Acquisition to be fair and reasonable.  In providing advice to the DataCash Directors, UBS Investment Bank has taken into account the commercial assessments of the DataCash Directors.

Accordingly, the DataCash Directors intend unanimously to recommend that DataCash Shareholders vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event that the Acquisition is implemented by means of an Offer, to accept the Offer) as the DataCash Directors have irrevocably undertaken to do in respect of their own aggregate beneficial holdings of 40,659,008 DataCash Shares (representing approximately 44 per cent. of the current issued share capital of DataCash).

5.         Background to and reasons for the recommendation

In July 2010, the Board of DataCash received an approach from MasterCard regarding a potential acquisition of DataCash.  Following a number of discussions, during which the Board of DataCash, in consultation with its advisers, gave careful consideration to the fundamental value of the business and the broader dynamics of the payment service provider industry, the Board of DataCash decided it would be prepared to recommend the Acquisition on the basis that the offer provides an attractive combination of value and certainty for DataCash Shareholders.

In arriving at their decision to recommend the Acquisition, the DataCash Directors have taken into account that the terms of the Acquisition represent:

·    a premium of 65.1 per cent. to the average Closing Price of 218 pence per DataCash Share over the six month period prior to the announcement of the Acquisition; and

·    a premium of 53.8 per cent. to the Closing Price of 234 pence per DataCash Share on 18 August 2010 (being the last Business Day prior to the date of this announcement).

The Board of DataCash has been impressed by the vision and expertise of MasterCard and believes the combination will create an exciting platform for long-term growth in the payment service provider sector to the benefit of customers, merchants, partners and employees alike.

6.         Financing of the Acquisition

MEPUK will fund the consideration payable under the Acquisition from funds made available to it from MasterCard's existing cash resources.

Deutsche Bank, financial adviser to MasterCard and MEPUK, is satisfied that sufficient resources are available to MEPUK to satisfy in full the cash consideration payable to DataCash Shareholders under the terms of the Acquisition.

7.         Information relating to MasterCard and MEPUK

MasterCard advances global commerce by providing a critical economic link among financial institutions, businesses, cardholders and merchants worldwide. As a franchisor, processor and advisor, MasterCard develops and markets payment solutions, processes over 22 billion transactions each year, and provides industry-leading analysis and consulting services to financial-institution customers and merchants.  Powered by the MasterCard Worldwide Network and through its family of brands, MasterCard serves consumers and businesses in more than 210 countries and territories.  During the year ended 31 December 2009, MasterCard reported net revenues of USD 5.1 billion and net income of USD 1.5 billion.

MEPUK is an indirectly wholly owned subsidiary of MasterCard.  MEPUK is a private limited company incorporated in England and Wales, and one of the holding companies of MasterCard's business in Europe (the main operating companies of which are MasterCard Europe Sprl. and European Payment Systems Services Sprl.). 

Further details in relation to MasterCard and MEPUK will be contained in the Scheme Document.

8.         Information relating to DataCash

DataCash is one of the leading European payment service providers, offering a single interface that provides e-commerce merchants with the ability to process secure payments across the world.  DataCash also develops and provides outsourced electronic payments solutions, fraud prevention, alternative payment options, back office reconciliation and solutions for merchants selling via multiple channels.  The company has a leading fraud solutions and technology platform.

In 2009, DataCash processed more than 240 million transactions for more than 1,400 merchants in a variety of sectors, including retail, travel and leisure, entertainment, gaming and telecommunications.

During the year ended 31 December 2009, DataCash reported revenues of £36.9 million and generated EBITDA of £17.1 million, implying an EBITDA margin for the year of 46 per cent.  As at 31 December 2009 the company had cash and cash equivalents of £18.6 million and no debt.

As at the date of this announcement, DataCash employed 362 people worldwide, with operations in London, Dublin, Mannheim and Cape Town.

9.         Acquisition Structure

The Acquisition will be implemented by means of a Court sanctioned scheme of arrangement between DataCash and its shareholders under Part 26 of the Companies Act.  The procedure involves an application by DataCash to the Court to sanction the Scheme and confirm the cancellation of the Scheme Shares, in consideration for which Scheme Shareholders on the register at the Scheme Record Time will receive cash on the basis described in paragraph 2 above.  The cancellation and subsequent issue of new shares in DataCash to MEPUK provided for in the Scheme will result in DataCash becoming a wholly owned subsidiary of MEPUK. 

It will be necessary for DataCash Shareholders to approve certain matters relating to the implementation of the Scheme.  The Special Resolution will be proposed at the DataCash General Meeting for this purpose, further details of which will be set out in the Scheme Document. 

To become Effective, the Scheme requires, among other things, the approval by a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting and the passing of the Special Resolution at the DataCash General Meeting, which requires at least 75 per cent. of the votes cast by DataCash Shareholders (voting either in person or by proxy) to be voted in favour of the Special Resolution.  The Scheme must also be sanctioned by the Court and the associated Capital Reduction must be confirmed by the Court.

Upon the Scheme becoming Effective:

·    it will be binding on all DataCash Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the DataCash General Meeting; and

·    share certificates in respect of the DataCash Shares will cease to be valid and entitlements to DataCash Shares held within the CREST system will be cancelled.

The Acquisition will be conditional upon the Scheme becoming Effective by not later than 6.00 p.m. on 18 March 2011 or such later date (if any) as MEPUK and DataCash may, with the consent of the Panel, agree and (if required) the Court may approve.

The Scheme Document containing details of the Scheme and notices of the Court Meeting and the DataCash General Meeting, together with the forms of proxy, will be posted to DataCash Shareholders, and, for information only, to participants in the DataCash Share Option Schemes, in early September (and at the latest within 28 days of this announcement, unless otherwise agreed with the Panel).  It is expected that the Scheme will become Effective by the end of October 2010.

10.       Irrevocable undertakings

MEPUK has received irrevocable undertakings (including those from the DataCash Directors) to vote in favour of the resolutions relating to the Acquisition at the Meetings (or in the event that the Acquisition is implemented by means of an Offer, to accept or procure acceptance of the Offer) in respect of DataCash Shares representing, in aggregate, approximately 52 per cent. of the current issued share capital of DataCash.  All irrevocable undertakings received by MEPUK will continue to be binding in the event of any Alternative Proposal.

Further details of these irrevocable undertakings and a specific arrangement entered into with Hurlstone Limited (which holds a call option over a proportion of the DataCash Shares held by DataCash's Chairman, Ashley Head) and Ridgeway Associates Limited (an Isle of Man discretionary trustee) are set out in Appendix 3 of this announcement.

11.       Implementation Agreement and break fee arrangements

DataCash and MEPUK have entered into an Implementation Agreement in relation to the implementation of the Acquisition and related matters.

Pursuant to the Implementation Agreement, DataCash and MEPUK have agreed, amongst other things, to take all such steps and actions and prepare all such documents necessary for the implementation of the Acquisition on a timely basis in accordance with an agreed timetable and in accordance with the terms of the Implementation Agreement.

DataCash will pay a break fee of £3,334,500 to MEPUK if:

·    the recommendation of the Acquisition by the DataCash Directors is withheld, withdrawn, qualified or modified; or

·    an Alternative Proposal is announced before or during the implementation of the Acquisition and that Alternative Proposal subsequently becomes or is declared unconditional in all respects or is otherwise completed or implemented.

DataCash has also given undertakings in the Implementation Agreement in relation to the non-solicitation of an Alternative Proposal.

Further information regarding the Implementation Agreement will be set out in the Scheme Document.

12.       Opening Position Disclosures and Interests

MEPUK confirms that it is on the date of this announcement making an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Takeover Code.  This Opening Position Disclosure does not include all relevant details in respect of MEPUK's concert parties and MEPUK confirms that a further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 will be made as soon as possible, if required.

Save in respect of the irrevocable undertakings referred to in paragraph 10 above, as at the close of business on 18 August 2010 (being the last Business Day prior to the date of this announcement) neither MEPUK, nor any directors of MEPUK, nor, so far as MEPUK is aware, any person acting in concert with MEPUK has: (i) any interest in or right to subscribe for any relevant securities of DataCash, nor (ii) any short positions in respect of relevant DataCash securities (whether conditional or absolute and 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, nor (iii) borrowed or lent any relevant DataCash securities.

13.       Management, employees and locations

MasterCard attaches great importance to the skills and experience of the existing management and employees of DataCash.  MasterCard has given assurances to the DataCash directors that, on the Acquisition becoming Effective, the existing employment rights, including pension rights, of all DataCash Group employees will be observed at least to the extent required by applicable law.  Following completion, the employee resource of the DataCash Group will be considered as part of MasterCard's overall strategy for DataCash and will be reviewed from time to time in light of the on‑going requirements of the DataCash Group.  MasterCard has no current intention to change the location of DataCash Group's places of business.

Discussions between MasterCard and DataCash's senior management team about the team members' specific roles in the enlarged group, and the terms of their employment, have yet to take place.  It is envisaged that such discussions will take place after the Acquisition has become Effective.

14.       DataCash Share Option Schemes

The Acquisition will extend to any DataCash Shares unconditionally allotted or issued prior to the Capital Reduction Record Time which are Scheme Shares including shares issued pursuant to the exercise of options granted under the DataCash Share Option Schemes.

To the extent that options under the DataCash Share Option Schemes are not so exercised, appropriate proposals will be made in due course to participants in the DataCash Share Option Schemes.

15.       Conditions of the Acquisition

The conditions to the Acquisition are set out in full in Appendix 1 to this announcement.  The Acquisition is conditional, inter alia, upon a regulatory clearance being obtained from the Central Bank of Cyprus.

The Scheme is conditional, inter alia, upon:

·    the Scheme becoming Effective by no later than 6.00 p.m. on 18 March 2011 or such later date as DataCash and MEPUK may, with the consent of the Panel, agree and (if required) the Court may approve, failing which the Scheme will lapse;

·    the approval of the Scheme by a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting;

·    the passing of the Special Resolution; and

·    the sanction of the Scheme and subsequent confirmation of the Capital Reduction by the Court (in either case, with or without modification on terms agreed by MEPUK and DataCash) and the delivery of office copies of the Court Orders to the Registrar of Companies.

16.       Delisting, cancellation of trading and re‑registration

It is intended that the London Stock Exchange will be requested to cancel trading in DataCash Shares on AIM on or immediately following the Effective Date.

Subject to the Scheme becoming Effective, share certificates in respect of DataCash Shares will cease to be valid, and entitlements to DataCash Shares held within the CREST system will be cancelled on the Effective Date.

It is intended that DataCash be re‑registered as a private limited company upon or immediately following the Scheme becoming Effective.

17.       DataCash securities in issue

In accordance with Rule 2.10 of the Takeover Code, as at close of business on 18 August 2010 (being the last Business Day prior to the date of this announcement), DataCash had 92,465,258 ordinary shares of 1 pence each in issue (ISIN number GB0030440613).

18.       General

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Offer for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.

Enquiries:

MasterCard
Barbara Gasper (Group Executive, Investor Relations)
Chris Monteiro (Group Head, Worldwide Communications)


Tel: + 1 914 249 4565
Tel: + 1 914 249 5826

DataCash
Ashley Head (Chairman)
Paul Burton (Chief Financial Officer)
David Bailey (Deputy Chairman)

Tel: +44 870 727 4761

Deutsche Bank (financial adviser and corporate broker to MasterCard and MEPUK)

Anthony Parsons

Tel: +44 20 7545 8000

UBS Investment Bank (financial adviser to DataCash)
Affan Butt
Thomas Onions

Tel: +44 20 7567 8000

Finsbury (PR adviser to MasterCard)
James Leviton
Nick Woodruff

Tel: +44 20 7251 3801

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA.  Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request.  Deutsche Bank AG, London Branch (and its affiliates) are acting as financial adviser and corporate broker to MasterCard and MEPUK and no one else in connection with the Acquisition and will not be responsible to any person other than MasterCard and MEPUK for providing the protections afforded to clients of Deutsche Bank AG, London Branch (or its affiliates), nor for providing advice in relation to the Acquisition or any matter or arrangement referred to in this announcement.

UBS Investment Bank is acting exclusively for DataCash in connection with the Acquisition and for no one else in connection with the Acquisition 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.

(1) Nothing in this announcement should be interpreted to mean that the future earnings per MasterCard share will necessarily match or exceed the historical earnings per MasterCard share.

This announcement does not constitute an offer to sell or an invitation of an offer to purchase any securities or the solicitation of any vote for approval of the Acquisition in any jurisdiction.  The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.  Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document.  DataCash Shareholders are advised to read carefully the Scheme Document and other formal documentation in relation to the Acquisition once it has been dispatched.

This announcement has been prepared in accordance with English law and the Takeover Code.  As a result, information disclosed herein may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside of England.  Financial information included in the Scheme Document and other relevant documentation related to the Acquisition will have been prepared in accordance with accounting standards applicable in the United Kingdom and may not be comparable to the financial statements of non-UK companies.

MEPUK reserves the right to elect (with the consent of the Panel) to implement the Acquisition by means of an Offer.  In such event, the Offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.  If the Acquisition is implemented by means of an Offer, it will be made in accordance with the requirements of applicable laws, including US securities laws, to the extent applicable.

This announcement, including information included or incorporated by reference in this announcement, 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 announcement.  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 Takeover Code, any person who is interested in 1 per cent. 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 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. 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 +44 (0)20 7638 0129.

This announcement will be available on MasterCard's website at www.mastercard.com and DataCash's website at www.datacash.com by no later than 12 noon on 20 August 2010.


Appendix 1
CONDITIONS AND FURTHER TERMS OF THE acquisition

The Acquisition will comply with the applicable rules and regulations of the Takeover Code, will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales.  In addition it will be subject to the terms and conditions set out in the Scheme Document.

The Acquisition will be conditional upon the Scheme becoming Effective by not later than 6.00 p.m. on 18 March 2011 or such later date (if any) as MEPUK and DataCash may, with the consent of the Panel, agree and (if required) the Court may approve.

Conditions of the Scheme

1.         The Scheme will be subject to the following Conditions:

(a)        approval of the Scheme by a majority in number representing not less than 75 per cent. in value of Scheme Shareholders, present and voting, whether in person or by proxy, at the Court Meeting (or any adjournment thereof);

(b)        the Special Resolution being passed by the requisite majority at the DataCash General Meeting (or any adjournment thereof); and

(c)        the sanction of the Scheme and the confirmation of the Capital Reduction (with or without modification (but subject to such modification being acceptable to MEPUK and DataCash)), and the office copies of the Court Orders and of the Statement of Capital being delivered for registration to the Registrar of Companies and, if the Court so orders for the Scheme to become Effective, registration of the Second Court Order confirming the Capital Reduction and Statement of Capital with the Registrar of Companies.

2.         DataCash and MEPUK have agreed that, subject to the provisions of paragraph 3 below and the requirements of the Panel in accordance with the Takeover Code, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Scheme Effective will only be taken on, the satisfaction or, where relevant, waiver of the following Conditions:

(a)        the Office of Fair Trading not deciding to refer the Acquisition or any matter arising therefrom to the UK Competition Commission;

(b)        either:

(i)         the Central Bank of Cyprus approves, in terms satisfactory to MEPUK, the acquisition by MEPUK of control of the Regulated Subsidiary; or

(ii)        the Central Bank of Cyprus under the Banking Law of 1997, as amended, is deemed as having approved the acquisition by MEPUK of control of the Regulated Subsidiary,

and, for the purposes of this Condition, "control" shall have the meaning given to it in the Banking Law of 1997, as amended;

(c)        no central bank, government or governmental, quasi‑governmental, supranational, statutory, regulatory, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which would or might:

(i)         make the Acquisition, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, DataCash by any member of the Wider MEPUK Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prevent, prohibit, or materially restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise materially impede, challenge, interfere or require amendment of the Acquisition or the acquisition of any such shares or securities by any member of the Wider MEPUK Group;

(ii)        require, prevent or delay the divestiture or alter the terms envisaged for such divestiture by any member of the Wider MEPUK Group or by any member of the Wider DataCash Group of all or any part of its businesses, assets or property or impose any limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) to an extent which is in each case material in the context of the DataCash Group taken as a whole or the MEPUK Group taken as a whole;

(iii)       impose any limitation on, or result in a delay in, the ability of any member of the Wider MEPUK Group directly or indirectly to acquire or hold or to exercise effectively all or any rights of ownership in respect of shares or other securities in DataCash or on the ability of any member of the Wider DataCash Group or any member of the Wider MEPUK Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider DataCash Group to an extent which is in each case material in the context of the DataCash Group taken as a whole or the MEPUK Group taken as a whole;

(iv)       except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider MEPUK Group or the Wider DataCash Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider DataCash Group or any asset owned by any third party (other than in the implementation of the Scheme);

(v)        require, prevent or delay a divestiture by any member of the Wider MEPUK Group of any shares or other securities (or the equivalent) in DataCash which is material in the context of the Wider DataCash Group taken as a whole;

(vi)       result in any member of the Wider DataCash Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the DataCash Group taken as a whole;

(vii)      impose any material limitation on the ability of any member of the Wider MEPUK Group or any member of the Wider DataCash Group to integrate or co‑ordinate all or any material part of its business with all or any part of the business of any other member of the Wider MEPUK Group and/or the Wider DataCash Group; or

(viii)      otherwise affect any or all of the business, assets, profits or prospects of any member of the Wider DataCash Group or any member of the Wider MEPUK Group in each case in a manner which is adverse to and material in the context of the Wider DataCash Group taken as a whole;

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction or otherwise intervene having expired, lapsed or been terminated;

(d)        all necessary or appropriate notifications, filings or applications having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with and all Authorisations necessary or appropriate in any jurisdiction for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, DataCash by any member of the Wider MEPUK Group having been obtained in terms and in a form reasonably satisfactory to MEPUK from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider DataCash Group or the Wider MEPUK Group has entered into contractual arrangements and all such Authorisations necessary or appropriate to carry on the business of any member of the Wider DataCash Group in any jurisdiction having been obtained in each case where the direct consequence of a failure to make such notification or filing or to wait for the expiry, lapse or termination of any such waiting period or to comply with such obligation or obtain such Authorisation would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider DataCash Group, any member of the MEPUK Group or the ability of MEPUK to implement the Scheme and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(e)        except as fairly disclosed in the Annual Report and Accounts of DataCash or as publicly announced to a Regulatory Information Service by or on behalf of DataCash prior to 19 August 2010 or as fairly disclosed by DataCash to MEPUK prior to 19 August 2010, there being no provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider DataCash Group is a party or by or to which any such member or any of its assets is or may be bound or be subject or any event or circumstance which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider MEPUK Group of any shares or other securities in DataCash or because of a change in the control or management of any member of the Wider DataCash Group or otherwise, could or might reasonably be expected to result in, in each case to an extent which is material in the context of the DataCash Group taken as a whole or to the obligations of any member of the MEPUK Group in connection with the Acquisition:

(i)         any monies borrowed by, or any other indebtedness, actual or contingent, or any grant available to any member of the Wider DataCash Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        the rights, liabilities, obligations, interests or business of any member of the Wider DataCash Group or any member of the Wider MEPUK Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider DataCash Group or any member of the Wider MEPUK Group in or with any other firm or company or body or person (or any agreement or arrangement relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(iii)       any member of the Wider DataCash Group ceasing to be able to carry on business under any name under which it presently carries on business to an extent which is material in the context of the DataCash Group taken as a whole;

(iv)       any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider DataCash Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider DataCash Group otherwise than in the ordinary course of business;

(v)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider DataCash Group;

(vi)       the value of, or the financial or trading position or prospects of, any member of the Wider DataCash Group being prejudiced or adversely affected;

(vii)      the creation of any liability (actual or contingent) by any member of the Wider DataCash Group other than in the ordinary course of business; or

(viii)      any liability of any member of the Wider DataCash Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

(f)         except as fairly disclosed in the Annual Report and Accounts of DataCash or as publicly announced to a Regulatory Information Service by or on behalf of DataCash prior to 19 August 2010 or as fairly disclosed by DataCash to MEPUK prior to 19 August 2010, since 31 December 2009, no member of the Wider DataCash Group having:

(i)         issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of DataCash Shares out of treasury (save, where relevant, as between DataCash and wholly-owned subsidiaries of DataCash and save for the issue or transfer out of treasury of DataCash Shares on the exercise of options granted before the date of announcement in the ordinary course);

(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to DataCash or one of its wholly-owned subsidiaries;

(iii)       merged with or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or, other than in the ordinary course of business, transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so which is in each case material in the context of the Wider DataCash Group taken as a whole;

(iv)       save as between DataCash and its wholly owned subsidiaries or between such wholly owned subsidiaries made, authorised, proposed or announced an intention to propose any change in its loan capital;

(v)        issued, authorised or proposed the issue of any debentures or save as between DataCash and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any contingent liability, in each case other than in the ordinary course of business, to an extent which is material in the context of the DataCash Group taken as a whole;

(vi)       entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material in the context of the DataCash Group or which is or is likely to be restrictive on the business of any member of the Wider DataCash Group or the Wider MEPUK Group;

(vii)      entered into or varied the terms of any service agreement with any director or senior executive of the Wider DataCash Group;

(viii)      other than as may be required by the implementation of the Scheme or the Acquisition, proposed, agreed to provide or modified in any material respect the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider DataCash Group which, taken as a whole, are material in the context of the DataCash Group taken as a whole;

(ix)       made or proposed any material changes to the pension provision in place for its directors, employees or their dependents which would or might result in additional material contributions, costs or liabilities for any member of the Wider DataCash Group;

(x)        implemented or effected, or authorised, proposed or announced its intention to implement or effect, any composition, assignment, reconstruction, amalgamation, commitment, scheme or other transaction or arrangement (other than the Scheme) otherwise than in the ordinary course of business;

(xi)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub‑paragraph (i) above, made any other change to any part of its share capital to an extent which (other than in the case of DataCash) is material in the context of the DataCash Group taken as a whole;

(xii)      waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the DataCash Group taken as a whole;

(xiii)      save as envisaged by the terms of Scheme, made any material alteration to its articles of association or other incorporation documents;

(xiv)     (other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, receiver, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)      been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

(xvi)     entered into any contract, commitment, agreement or arrangement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

(g)        since 31 December 2009, and except as fairly disclosed in the Annual Report and Accounts of DataCash or as publicly announced to a Regulatory Information Service by or on behalf of DataCash or as fairly disclosed by DataCash to MEPUK in each case prior to 19 August 2010:

(i)         there having been no adverse change in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider DataCash Group to an extent which is material to the DataCash Group taken as a whole or to the obligations of any member of the Wider MEPUK Group in connection with the Acquisition,

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider DataCash Group or to which any member of the Wider DataCash Group is or may become a party (whether as claimant or defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider DataCash Group having been threatened, announced or instituted by or against, or remaining outstanding in respect of, any member of the Wider DataCash Group which, in any such case, might reasonably be expected materially and adversely to affect the DataCash Group taken as a whole;

(iii)       no contingent or other liability having arisen or become known to MEPUK which might be likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Wider DataCash Group to an extent which is material to the DataCash Group taken as a whole; and

(iv)       no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider DataCash Group, which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely adversely to affect the DataCash Group taken as a whole;

(h)        since 31 December 2009, and except as fairly disclosed in the Annual Report and Accounts or as publicly announced to a Regulatory Information Service by or on behalf of DataCash or as fairly disclosed by DataCash to MEPUK in each case prior to 19 August 2010 MEPUK not having discovered:

(i)         that any financial, business or other information concerning the Wider DataCash Group publicly disclosed or disclosed to any member of the Wider MEPUK Group at any time by or on behalf of any member of the Wider DataCash Group which is material in the context of the Acquisition is to a material extent misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading;

(ii)        that any member of the Wider DataCash Group is subject to any liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts of DataCash, and which is material in the context of the DataCash Group taken as a whole; or

(iii)       any information which affects the import of any information disclosed to any member of the Wider MEPUK Group at any time by or on behalf of any member of the Wider DataCash Group which is material in the context of the DataCash Group taken as a whole;

(i)         in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider DataCash Group, in a manner or to an extent which is material in the context of the DataCash Group, (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, re‑instate or clean up the environment (including any property).

Further Terms of the Acquisition

3.         Subject to the requirements of the Panel in accordance with the Takeover Code, MEPUK reserves the right to waive, in whole or in part, all or any of the above Conditions, except Condition 1.

4.         If MEPUK is required by the Panel to make an offer for DataCash Shares under the provisions of Rule 9 of the Takeover Code, MEPUK may make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.

5.         MEPUK reserves the right to elect (with the consent of the Panel where necessary) to implement the Acquisition by means of a takeover offer (as defined in section 974 of the Companies Act) as an alternative to the Scheme.  In such event, the takeover offer will be implemented on substantially the same terms, subject to appropriate amendments, as those which would apply to the Scheme.  Further, if sufficient acceptances of such offer are received and/or sufficient DataCash Shares are otherwise acquired, it is the intention of MEPUK to apply the provisions of the Companies Act to acquire compulsorily any outstanding DataCash Shares to which such offer relates.

6.         The Scheme will lapse if it is referred to the UK Competition Commission on or before the later of the date of the Court Meeting and the date of the DataCash General Meeting.  In such event, DataCash will not be bound by the terms of the Scheme.

7.         The availability of the offer by MEPUK to acquire the entire issued and to be issued share capital of DataCash to persons not resident in the UK may be affected by the laws of the relevant jurisdictions.  Persons who are not resident in the UK should inform themselves about and observe any applicable requirements.

8.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2
SOURCES AND BASES OF INFORMATION

Unless otherwise stated in this announcement:

1.         The financial information relating to MasterCard is extracted from audited consolidated statements of MasterCard for relevant years, prepared in accordance with US GAAP;

2.         The financial information relating to DataCash is extracted from the audited consolidated financial statements of DataCash for the relevant years, prepared in accordance with IFRS;

3.         As at the close of business on 18 August 2010, being the last Business Day prior to this announcement, there were 92,465,258 DataCash Shares in issue, as has been confirmed by DataCash.  The International Securities Identification Number for DataCash Shares is GB0030440613;

4.         The fully diluted share capital of DataCash (being 92,670,026 DataCash Shares) is calculated upon the basis of:

•           the current issued share capital of DataCash as referred to in paragraph 3 above; and

•           a further 204,768 DataCash Shares which may be issued on or after the date of this announcement (mainly in connection with the DataCash Share Option Schemes);

5.         The value of the entire issued and to be issued share capital of DataCash under the terms of the Acquisition is based on the offer price of 360 pence per DataCash Share and fully diluted share capital of DataCash as set out in 4 above, less potential cash proceeds of £160,584 resulting from the issue of DataCash Shares which may be issued on or after the date of this announcement (mainly in connection with the DataCash Share Option Schemes);

6.         All prices for DataCash Shares have been derived from the Daily Official List of the London Stock Exchange and represent Closing Prices on the relevant date(s);

7.         The premium calculations to the price per DataCash Share have been calculated by reference to:

•           a price of 234 pence per DataCash Share, being the Closing Price on 18 August 2010, the last business day prior to the Announcement Date, is derived from data provided by the London Stock Exchange;

•           a price of 237 pence per DataCash Share, being the average Closing Price over the one month period from 19 July 2010 until 18 August 2010, is derived from data provided by Datastream.

•           a price of 218 pence per DataCash Share, being the average Closing Price over the six month period from 19 February 2010 until 18 August 2010, is derived from data provided by Datastream;

8.         The enterprise value implied by the Acquisition is calculated upon the basis of:

•           the fully diluted equity value as set out in 5 above;

•           the following items disclosed on DataCash's 31 December 2009 balance sheet: (i) cash and cash equivalents of £18.6 million; (ii) security cash deposits of £2.3 million; (iii) deferred contingent cash consideration of £1.9 million; and (iv) minority interest of £0.8 million; and

9.         DataCash's earnings before interest, taxation, depreciation and amortisation (EBITDA) for the year ended 31 December 2009 of £17.1 million is calculated upon the basis of (i) total operating profit of £7.3 million; (ii) amortization of intangibles of £7.1 million; (iii) impairment of goodwill of £1.6 million; and (iv) depreciation of £1.1 million.

 

Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS

1.         Directors

The following DataCash Directors have given irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event the Acquisition is implemented by means of an Offer, to accept or procure acceptance of the Offer) in respect of their own beneficial holdings (or those DataCash Shares over which they have control) of DataCash Shares:

Name

Total Number of
DataCash Shares

Percentage of the current issued share capital of DataCash

Ashley Head*

39,967,745

43.22%

Paul Burton

81,166

0.09%

David Bailey

555,562

0.60%

Nicholas Temple

54,535

0.06%

Total

40,659,008

43.97%

* The irrevocable undertaking that MEPUK has procured from Ashley Head also contains a consent from Hurlstone Limited, a company incorporated in the Isle of Man, and Ridgeway Associates Limited (an Isle of Man discretionary trustee) to Ashley Head giving that undertaking.  This consent is necessary under the terms of the contractual arrangements entered into between Ashley Head and Hurlstone Limited in 2006.  Pursuant to these arrangements Ashley Head granted an option to Hurlstone Limited over 27,708,338 of his DataCash Shares.  Ashley Head and Hurlstone Limited have agreed that Hurlstone Limited will waive its right to exercise the option until the earlier of (i) the release of any announcement of an Offer by MEPUK and (ii) the Court issuing the First Court Order.  It was also agreed that Hurlstone Limited will exercise the option promptly following the earlier of (i) the release of any announcement of an Offer by MEPUK and (ii) the Court issuing the First Court Order.  As the irrevocable undertaking also relates to the accepting of an Offer in the event that the Acquisition is implemented by means of an Offer, Hurlstone Limited has irrevocably undertaken to accept such an Offer in relation to the DataCash Shares it acquires pursuant to exercising its option (the "Option Shares").  In the event of an Offer, Ashley Head's irrevocable undertaking will be only in respect of those DataCash Shares that he holds following transfer of the Option Shares.

2.         Other DataCash Shareholders

The following DataCash Shareholders have given irrevocable undertakings to vote in favour of the resolutions relating to the Acquisition at the Meetings (or, in the event  the Acquisition is implemented by means of an Offer, to accept or procure the acceptance of the Offer) in respect of their own beneficial holdings of DataCash Shares:

Name

Total Number of
DataCash Shares

Percentage of existing issued share capital

Gavin Breeze

7,767,495

8.40

Total

7,767,495

8.40

3.         Lapse of Irrevocable Undertakings

Each of the irrevocable commitments described in this Appendix 3 will cease to be binding on the earlier of the following occurrences:

·    the Scheme lapses or is withdrawn and MEPUK does not at the same time announce its intention to implement the Acquisition by means of an Offer;

·    the Scheme has not become Effective by 6.00 p.m. on 18 March 2011 (or such later time or date as agreed between MEPUK and DataCash, with the approval of the Court and/or the Panel if required); or

·    if the Acquisition is being implemented by means of an Offer, the Offer lapses or is withdrawn.

Appendix 4
DEFINITIONS

The following definitions apply throughout this document unless the context otherwise requires:

"Acquisition"

the general offer by MEPUK for the entire issued and to be issued share capital of DataCash to be implemented by means of the Scheme (and other matters to be considered at the Meetings) or, should MEPUK so elect, by means of an Offer made by or on behalf of MEPUK for the entire issued and to be issued share capital of DataCash

"AIM"

AIM, a market operated by the London Stock Exchange

"Alternative Proposal"

(i) an offer or possible offer by any third party for all or substantially all of the issued share capital of DataCash; (ii) the sale or possible sale of the whole or any material part of the assets or undertakings of the DataCash Group; or (iii) any other transaction which would, if implemented, result in a change of control of DataCash or otherwise be an alternative to the Acquisition, in each case howsoever it is proposed that such offer, proposal or transaction be implemented (whether, without limitation, by means of scheme of arrangement, merger, business continuation, dual listed company structure or otherwise)

"Annual Report and Accounts of DataCash"

the annual report and audited accounts of DataCash for the year ended 31 December 2009

"Authorisations"

authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals

"Business Day"

a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business

"Capital Reduction"

the proposed reduction of capital provided for by the Scheme under section 648 of the Companies Act

"Capital Reduction Record Time"

means the time and date specified as such in the Scheme Document, expected to be 6.00 pm on the Business Day immediately preceding the Second Court Hearing

"Closing Price"

the closing middle market price of a DataCash Share as derived from the Daily Official List on any particular date

"Companies Act"

the Companies Act 2006, as amended from time to time

"Conditions"

the conditions to the implementation of the Scheme set out in Appendix 1 of this announcement

"Court"

the High Court of Justice in England and Wales

"Court Meeting"

the meeting of the DataCash Shareholders to be convened at the direction of the Court pursuant to the Companies Act at which a resolution will be proposed to approve the Scheme including any adjournment thereof

"Court Orders"

the First Court Order and the Second Court Order

"CREST"

the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in CREST)

"Daily Official List"

means the daily official list of the London Stock Exchange

"DataCash"

DataCash Group plc

"DataCash Directors"

the directors of DataCash

"DataCash General Meeting"

the extraordinary general meeting of DataCash Shareholders to be convened to consider and if thought fit pass, inter alia, the Special Resolution in relation to the Scheme

"DataCash Group"

DataCash, its subsidiaries and subsidiary undertakings

"DataCash Shareholder(s)"

holders of DataCash Shares

"DataCash Share Option Schemes"

the Auxinet plc Unapproved Executive Share Option Scheme, the DataCash 2007 Enterprise Management Incentive (EMI) Share Option Plan and the DataCash 2007 Unapproved Share Option Plan

"DataCash Share(s)"

ordinary shares of 1 pence each in the capital of DataCash

"Deutsche Bank"

Deutsche Bank AG, London Branch

"Effective"

(i) if the Acquisition is implemented by means of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by means of an Offer, the Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code

"Effective Date"

the date on which the Acquisition becomes Effective

"Excluded Shares"

any DataCash Shares beneficially owned by MEPUK or any subsidiary undertaking of MEPUK immediately prior to the Capital Reduction Record Time

"Euroclear"

Euroclear UK & Ireland Limited

"FSA"

the Financial Services Authority

"First Court Order"

the order of the Court sanctioning the Scheme under Part 26 of the Companies Act

"IFRS"

international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union

"Implementation Agreement"

the implementation agreement between MEPUK and DataCash dated 18 August 2010

"London Stock Exchange"

the London Stock Exchange plc or its successor

"MasterCard"

MasterCard Incorporated

"Meetings"

the Court Meeting and the DataCash General Meeting

"MEPUK"

MasterCard/Europay U.K. Limited

"MEPUK Group"

MEPUK and its parent undertakings and its subsidiaries and subsidiary undertakings and, where the context requires, each of them

"Offer"

a takeover offer (as defined in section 974 of the Companies Act) which MEPUK may elect (with consent of the Panel) to make for the entire issued and to be issued share capital of DataCash in accordance with the Implementation Agreement

"Panel"

the Panel on Takeovers and Mergers

"Registrar of Companies"

the Registrar of Companies in England and Wales

"Regulated Subsidiary"

CSC24SEVEN.com Limited, a company limited by shares and incorporated in Cyprus

"Regulations"

the Uncertificated Securities Regulations 2001

"Regulatory Information Service"

an information dissemination provider approved by the FSA and whose name is set out in a list maintained by the FSA

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between DataCash and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by DataCash and MEPUK

"Scheme Court Order"

the order of the Court sanctioning the Scheme under section 899 of the Companies Act

"Scheme Document"

the document to be sent to DataCash Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings and proxy forms in respect of the Meetings

"Scheme Record Time"

the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Effective Date

"Scheme Shareholders"

holders of Scheme Shares

"Scheme Shares"

all DataCash Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Capital Reduction Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than the Excluded Shares

"Second Court Hearing"

the hearing by the Court of the claim form to confirm the Capital Reduction under section 648 of the Companies Act and to authorise the re‑registration of DataCash as a private limited company under section 651 of the Companies Act

"Second Court Order"

the Court Order, to be granted at the Second Court Hearing, confirming the Capital Reduction

"Special Resolution"

the special resolution proposed to be passed at the DataCash General Meeting in connection with, inter alia, implementation of the Scheme, approval of the Capital Reduction and certain amendments to be made to the articles of association of DataCash as set out in the notice of the DataCash General Meeting

"Statement of Capital"

the statement of capital (approved by the Court) showing with respect to DataCash's share capital, as altered by the Second Court Order confirming the Capital Reduction, the information required by section 649 of the Companies Act

"subsidiary", "subsidiary undertaking" and "undertaking"

shall be construed in accordance with the Companies Act

"Takeover Code"

The City Code on Takeovers and Mergers issued by the Panel from time to time

"UBS" or "UBS Investment Bank"

UBS Limited

"UK" or "United Kingdom"

United Kingdom of Great Britain and Northern Ireland

"US" or "United States"

the United States of America, its territories and possessions, any state in the United States of America and the District of Columbia

"USD"

the lawful currency of the US

Wider MEPUK Group"

MEPUK Group and associated undertakings and any other body corporate, partnership, joint venture or person in which MEPUK and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent.

Wider DataCash Group"

DataCash and associated undertakings and any other body corporate, partnership, joint venture or person in which the DataCash and such undertakings (aggregating their interests) have an interest of more than 20 per cent. of the voting or equity capital or the equivalent

"Voting Record Time"

the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on 25 September 2010 or, if the Court Meeting or DataCash General Meeting is adjourned, on such later date as is two Business Days before the date of such adjourned meeting

All times referred to are London time unless otherwise stated.

"£" and "pence" means pounds and pence sterling, the lawful currency of the United Kingdom. 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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