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ID Data Group PLC (IDD)

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Friday 14 March, 2008

ID Data Group PLC


ID Data Group PLC
14 March 2008

                                                                   14 March 2008

                               ID Data Group plc
                          ('ID Data' or the 'Company')

                ID Data receives conditional offer for credEcard

ID Data Group plc, the smart card and card solutions group, announces that it
has received a conditional offer from Contis Group Limited (a newly-formed
company, 'Newco') for its subsidiary, credEcard Group plc ('credEcard').
credEcard provides pre-paid card services. The offer, which is expected to
realise £2.2 million in cash (before tax) for the Company, is subject, inter
alia, to ID Data shareholder approval and Newco completing its funding

Peter Cox, ID Data's Chief Executive, has a significant shareholding in Newco
and accordingly a General Meeting of ID Data will be held on 31 March 2008 to
seek shareholders' approval for the transaction. It is anticipated that the
proposed transaction will complete later that day. A circular convening the
meeting and describing the proposed transaction in more detail will be sent to
shareholders shortly. Irrevocable undertakings to approve the transaction have
been received from a number of ID Data's larger shareholders representing in
total 53% of ID Data's issued ordinary shares. Peter Cox will remain a
significant shareholder in ID Data (he currently holds 10% of the Company's
issued ordinary shares) and its Chief Executive and he will also be acting as
Chief Executive of Newco pending the recruitment by Newco of a Chief Executive.

ID Data acquired the business of credEcard in May 2007 for a consideration of
£0.25 million (paid in ID Data ordinary shares). Since then ID Data has advanced
a total of £0.8 million to credEcard to fund its development and issued a
further 6,500,000 new ordinary shares in the Company to the vendor in full
settlement of any further amounts which might have become due pursuant to the
sale and purchase agreement entered into last year. In the period from
acquisition to 29 February 2008, credEcard is estimated to have made a loss
before tax of approximately £(1.1) million on a turnover of £0.2 million.
credEcard had net liabilities (unaudited) of approximately £(1.1) million as at
29 February 2008. credEcard is also expected to make a loss in the year ending
31 March 2009.

Under the terms of the conditional offer, ID Data will on completion receive for
its shareholding in credEcard an estimated payment of £1.4 million in cash and
ordinary shares in Newco (it is expected that ID Data's shareholding will
represent approximately 5% of Newco's issued shares following the completion of
its funding arrangements). In addition, on completion credEcard will repay ID
Data the amount advanced to it since acquisition which is estimated to amount to
approximately £0.8 million by completion. The cash proceeds of the transaction
after tax will be used by ID Data for its working capital requirements and the
Company intends to retain its shares in Newco for the time being following
completion subject to market and trading conditions.

Newco, which has been formed to make the acquisition of credEcard from ID Data,
intends to raise funds from a group of investors, including Peter Cox, for this
purpose and to provide working capital for credEcard going forward. Peter Cox
established Newco and intends to make a cash investment of £0.25 million. The
other investors are expected to invest a further £3.75 million in cash; on
completion of its funding arrangements, it is expected that Peter Cox will own
approximately 41% of Newco's issued ordinary shares and the other investors will
own approximately 54%. As set out above, under the proposed terms of the
transaction ID Data will retain an interest in credEcard through a holding of
approximately 5% of Newco's issued ordinary shares. If the other investors 
invest a different amount from the expected £3.75 million, the resulting 
percentage shareholdings in Newco would be different from the figures referred 
to herein.  In any event, it is not anticipated that Peter Cox's shareholding 
in Newco will exceed 49.9% following completion of the transaction.

Completion of the sale of credEcard to Newco is conditional on: the approval by
ID Data's shareholders; completion by Newco of its funding arrangements; and
obtaining from the Takeover Panel a waiver from the application of the City Code
on Takeovers and Mergers to the sale.

The independent directors (i.e. the Company's directors excluding Peter Cox, who
is involved in the transaction) (the 'Independent Directors') consider that the
terms of the transaction are fair and reasonable insofar as its shareholders are
concerned. In forming this view, the Independent Directors have considered the
Company's current funding requirement, credEcard's current and future funding
requirement and the absence of any alternative funding currently available to
the Company. The Independent Directors have consulted the Company's nominated
adviser in relation to the transaction and the Company's nominated adviser
understands the financial circumstances in which the Independent Directors have
decided to proceed with the proposed transaction. However, due to the fact that
the market for potential purchasers of credEcard has not been tested and the
apparent valuation of credEcard post new funding being higher than the value of
Newco's offer, the Company's nominated adviser has not been able to reach a
conclusion which would support the fair and reasonable view formed by the
Independent Directors. It is the nominated adviser's view that shareholders
should study the circular seeking their approval for the transaction carefully
and form their own view on the merits of the transaction.

Commenting on this transaction, Mike Blackburn, Chairman of ID Data said: 'This
proposed transaction represents a significant profit for ID Data on its
investment in credEcard made last year. It will provide the funds to help
stabilise ID Data, facilitate its growth and remove the development costs of
credEcard from our current, and future, year's expenditure. At the same time, ID
Data expects to benefit from its residual holding in credEcard as it continues
to make inroads into the global pre-paid transactions market'.

For further information, please contact:

ID Data Group plc
Peter Cox, Chief Executive                              Tel: +44 (0) 1730 235700
[email protected]

Smith & Williamson Corporate Finance Limited
Azhic Basirov / David Jones                            Tel: +44 (0) 20 7131 4000

Media Enquiries
Chris Lane / Georgina Bonham                           Tel: +44 (0) 20 7398 7700
[email protected]

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

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