Form 8 (OPD) (DATACASH GROUP

RNS Number : 0544S

Datacash Group PLC

02 September 2010

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	DATACASH GROUP PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	DATACASH GROUP PLC
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEREE
(e) Date position held:	01 SEPTEMBER 2010
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	1p ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	506,834	0.55*
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:
TOTAL:	506,834	0.55*

* Shares disclosed represent Employee Benefit Trust holding and are not owned or controlled by the Company. Percentage holding based on fully diluted number of shares (excluding Ashley John Head's unexercised matching rights and unexercised EBT options)

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

The directors of DataCash Group Plc have the following interests and rights to subscribe in ordinary shares of $US0.01 each in the capital of DataCash Group Plc: Interests Director                                       No. of shares                          Percentage of issued share capital David Bailey¹                               396,830                                    0.43 Paul Burton                                  81,166                                       0.09 Ashley Head                                 39,967,745                               43.22         Nicholas Temple                          54,535                                      0.06 ¹ Please see David Bailey's additional interest in the table below Name of family member /related trusts                               No. of shares                          Percentage of issued share capital Susan Bailey²                                 30,000                                     0.03 David Bailey Enterprises Ltd.³      128,732                                   0.14 ² Susan Bailey is the wife of David Bailey ³ David Bailey Enterprises Limited is owned 50% by David Bailey and 50% by Susan Bailey Rights to subscribe The Directors held the following options over DataCash Shares and awards under the DataCash Share Scheme DataCash Group plc 2007 Enterprise Management Incentive Share Option Director               Date of grant        Option price       Share options held           Exercise period Paul Burton           17/07/07                0.0 pence             38,834                                17/07/10 - 17/07/17 DataCash Group plc 2007 Unapproved Share Option Plan Director               Date of grant        Option price       Share options held           Exercise period Paul Burton          20/05/08                 0.0 pence             25,000                                20/05/11 - 20/05/18 Paul Burton           01/05/09                0.0 pence             50,000                                01/05/12 - 01/05/19 Paul Burton           28/05/10                0.0 pence             75,000                                28/05/13 - 28/05/20 In addition to the interests disclosed above, Ashley Head has certain rights to subscribe for additional DataCash shares pursuant to an agreement entered into between Ashley Head and DataCash on 5 May 2006 for the sale and purchase of the whole of the issued share capital of Proc Cyber Services (UK) Limited (the SPA). Ashley Head is entitled to subscribe for the following additional DataCash Shares pursuant and in accordance with the SPA. Director                       Option price                         Share options held          Exercise period Ashley Head                100.8 pence                            6,507                                14/02/03 - 01/10/10 Ashley Head                183.3 pence                            7,026                                20/04/03 - 01/10/10 Ashley Head                196.0 pence                            40,300                              10/07/03 - 01/10/10 Ashley Head                140.8 pence                            20,935                              25/10/03 - 25/10/10 Ashley Head                24.5 pence                              50,000                              08/04/05 - 08/04/12 If outstanding options granted under the DataCash Unapproved Executive Share Option Scheme are exercised before the Effective Date (being options, in aggregate, over 40,000 DataCash Shares), Ashley Head will be entitled to subscribe for an equivalent number of Datacash Shares at an equivalent exercise price up to the following maximum number of additional DataCash Shares: Director                           Option price                               Share options held           Ashley Head                     26.6 pence                                   20,000 Ashley Head                     24.5 pence                                   20,000

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

N/A

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

On 5 May 2006, Ashley Head granted Hurlstone Limited an option over such number of ordinary shares as is equal to the lower of: (i) 29.9% of the Company's issued share capital from time to time; and (ii) 82.5% of the Company's shares held by Ashley Head, up to a fixed cap.  Based on the issued share capital of the Company of 92,465,258, Hurlstone is entitled to call 27,647,112 Ordinary Shares, being 29.9% of the issued share capital of the Company

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	02 September 2010
Contact name:	Paul Burton
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

FEEUUVRRRNAKRAR