TIDMEPO
RNS Number : 9959W
Earthport PLC
25 April 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
25 April 2019
EARTHPORT PLC ("EARTHPORT")
Accept the recommended Visa Offer immediately
Earthport reminds shareholders that the closing date of the Visa
Offer is 1:00p.m. (London time) on 30 April 2019.
The Earthport Directors consider the Visa Offer to be in the
best interests of Earthport Shareholders as a whole and in order to
ensure successful closing of the Visa Offer urge shareholders to
accept immediately.
Full details of how to accept the Visa Offer are set out in the
Offer Document published by Visa on 11 February 2019.
Unless otherwise stated, defined terms have the meaning given to
them in the Offer Document.
Enquiries
Earthport plc +44 (0) 20 7220 9700
Amanda Mesler, Chief Executive Officer
Alexander Filshie, Chief Financial
Officer
Rothschild & Co
(Financial adviser to Earthport) +44 (0) 20 7280 5000
Anton Black
Pietro Franchi
N+1 Singer
(NOMAD to Earthport) +44 (0) 20 7496 3000
Mark Taylor
James White
Newgate Communications
(PR adviser to Earthport) +44 (0) 20 7653 9848
Bob Huxford
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for Earthport and for no one else in
connection with the Increased Visa Offer and will not be
responsible to anyone other than Earthport for providing the
protections afforded to its clients nor for providing advice in
relation to the Increased Visa Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom is acting
exclusively as nominated adviser for Earthport and no one else in
connection with the Increased Visa Offer and will not be
responsible to anyone other than Earthport for providing the
protections afforded to its clients nor for providing advice in
connection with the Increased Visa Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Proposed Acquisition, and other information published by Bidco,
Visa and Earthport contains statements about Bidco, Visa and
Earthport that are or may be deemed to be "forward looking
statements". These statements are prospective in nature and are not
based on historical facts, but rather based on the current
expectations of the management of Bidco, Visa and Earthport about
future events, and are naturally subject to uncertainty and changes
in circumstances. The forward looking statements contained in this
document include statements relating to the financial position,
business strategy or plans for future operations of, and the
expected effects or potential synergies of the Potential
Acquisition on, Bidco and Visa and the Wider Earthport Group, the
expected timing and scope of the Potential Acquisition and other
statements other than historical facts. All statements, including
the expected timing and scope of the Increased Visa Offer, other
than statements of historical facts included in this announcement,
may be forward looking statements. Without limitation, any
statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends",
"will", "may", "should", "would", "could", "anticipates",
"estimates", "projects", "strategy" or words or terms of similar
substance or the negative thereof are forward looking statements.
Forward looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
Bidco's, Visa's or Earthport's operations and potential synergies
resulting from the Proposed Acquisition; and (iii) the effects of
government regulation on Bidco's, Visa's or Earthport's
business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the Increased
Visa Offer, as well as additional factors, such as changes in
political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits,
success of business and operating initiatives and restructuring
objectives, impact of any acquisitions or similar transactions,
changes in customers' strategies and stability, competitive product
and pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. Each of
Bidco, Visa and Earthport disclaims any obligation to update
publicly or revise any forward looking or other statements
contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
Dealing and Opening Position Disclosure Requirements of the
Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 p.m. (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
securities exchange 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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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