RNS Number:8683O
Cardpoint PLC
14 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE
REPUBLIC OF IRELAND
FOR IMMEDIATE RELEASE
14 July 2005
Recommended Cash Offer by
Rothschild
on behalf of
Cardpoint plc
to acquire the entire issued and to be issued
ordinary share capital of
Moneybox plc
Summary
The boards of Cardpoint and Moneybox are pleased to announce that they have
agreed the terms of a recommended cash offer for the whole of the issued and to
be issued share capital of Moneybox by Cardpoint, valuing the Existing Moneybox
Share Capital at approximately #87.3 million. The Offer is classified by the
AIM rules as a reverse takeover and is therefore subject to the approval of
Cardpoint Shareholders.
Cardpoint will fund the consideration under the Offer through a proposed
placing of 43,307,100 new Cardpoint Shares to raise approximately #55 million
(before expenses) and new bank facilities totalling #80 million provided by
Bank of Scotland Corporate. The Placing has been fully underwritten by Panmure
Gordon.
* Under the terms of the Offer, Moneybox Shareholders will be entitled
to receive 43 pence per Moneybox Share in cash, representing a premium of
approximately:
- 22.9 per cent. to the closing price of 35 pence per Moneybox Share on
30 March 2005 being the last business day prior to the announcement by
Moneybox that it had received an approach which may or may not lead to an
offer;
- 10.3 per cent. to the average closing price of 39 pence per Moneybox
Share during the twelve months up to and including 30 March 2005 being the
last business day prior to the announcement by Moneybox that it had received
an approach which may or may not lead to an offer; and
- 1.8 per cent. to the closing price of 42 pence per Moneybox Share on 13
July 2005 being the last business day prior to this announcement.
* The offer from Cardpoint represents an attractive cash price for
Moneybox Shareholders and values the Existing Moneybox Share Capital at
approximately #87.3 million.
* The Moneybox Directors, who have been so advised by KPMG Corporate
Finance, consider that the terms of the Offer are fair and reasonable and
will unanimously recommend that Moneybox Shareholders accept the Offer. The
Moneybox Directors and certain persons connected with the Moneybox Directors
have provided irrevocable undertakings to accept the Offer in respect of
29,433,632 Moneybox Shares representing approximately 14.5 per cent. of the
Existing Moneybox Share Capital.
* Certain Moneybox Shareholders have irrevocably undertaken to accept the
Offer in respect of a total of 42,267,175 Moneybox Shares, representing
approximately 20.8 per cent. of the Existing Moneybox Share Capital.
* Moneybox deploys, manages and maintains independent cash machines in
the UK, Germany and The Netherlands as well as payment processing, cashless
payment and access control systems in the UK.
* Cardpoint's principal activities are the operation of independent cash
machines and electronic payment processing terminals. Cardpoint has
operations in the UK and Germany. Cardpoint was formed in 2000 and its shares
were admitted to trading on AIM in June 2002.
* The Cardpoint Directors believe that the acquisition of Moneybox
represents an opportunity to significantly increase the scale of the
Cardpoint Group's business, improve operating margins by reducing costs and
to consolidate Cardpoint's position as a market leader in the independent
ATM market.
* The Offer is being financed with new bank facilities of #80 million
provided by Bank of Scotland Corporate and a placing of new Cardpoint Shares
raising approximately #55 million (before expenses). The Placing has been
fully underwritten by Panmure Gordon
Commenting on the Offer, Mark Mills, Chief Executive Officer of Cardpoint, said:
"We are delighted to have agreed to acquire Moneybox with our offer being
recommended unanimously by the Board of Moneybox.
Moneybox has built a strong market position in the UK, Germany and The
Netherlands, and we intend to solidify the Enlarged Group's position further by
combining the key strengths of both businesses, utilising the enlarged
management team's skills and providing an unrivalled service to our retailers
and customers.
Moneybox's management team is to be congratulated on its achievements in
building a business with strong and enduring foundations."
Commenting on the Offer, Peter McNamara, Executive Chairman of Moneybox, said:
"Moneybox has one of the leading positions in the UK independent ATM market,
but increasing competition is driving consolidation within the sector. This
process should provide an opportunity for greater efficiency and a further
reduction of costs which are necessary to allow the industry to meet the needs
of customers, shareholders and employees alike."
Enquiries:
Cardpoint 01253 361 300
Mark Mills, Chief Executive Officer
Robin Gregson, Group Finance Director
Rothschild (financial adviser to Cardpoint) 0161 827 3800
Andrew Thomas
Panmure Gordon (Nominated Adviser and broker to Cardpoint) 020 7459 3600
Hugh Morgan
Mark Lander
Financial Dynamics (PR adviser to Cardpoint) 020 7831 3113
Geoffrey Pelham-Lane
Ed Gascoigne-Pees
Moneybox 020 7452 5455
Peter McNamara
Kevin Beerling
KPMG Corporate Finance (financial adviser to Moneybox) 020 7311 1000
Stephen Barrett
Ian Moore
Numis (Nominated Adviser and broker to Moneybox) 020 7776 1500
Jag Mundi
Simon Law
Reputation Inc (PR adviser to Moneybox) 020 7758 2800
Tom Wyatt
This summary should be read in conjunction with the full text of the following
announcement. Appendix IV to the following announcement contains definitions of
certain terms used in this summary and the following announcement.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting as
financial adviser to Cardpoint in connection with the Offer and no one else and
will not be responsible to anyone other than Cardpoint for providing the
protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any arrangement referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as Nominated Adviser and broker to
Cardpoint and no one else in connection with the Offer, the Placing and the
other matters referred to in this announcement and will not be responsible to
anyone other than Cardpoint for providing the protections afforded to customers
of Panmure Gordon nor for providing advice in relation to the Offer, the
Placing and the other matters referred to in this announcement.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and
regulated in the United Kingdom by the Financial Services Authority for
investment business activities, is acting for Moneybox as financial adviser
in relation to the Offer. KPMG Corporate Finance will not be responsible to
anyone other than Moneybox for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any Offer or arrangement referred to herein.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting for Moneybox as Nominated Adviser and broker in relation to the Offer.
Numis Securities Limited will not be responsible to anyone other than Moneybox
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this announcement or any Offer or arrangement
referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States or any of the Excluded Territories and cannot be accepted by any
such use, means instrumentality or facility or from within the United States or
any of the Excluded Territories.
Neither the Offer nor the Placing constitutes an offer of securities for sale,
or the solicitation of an offer to buy securities in the United States and the
new Cardpoint Shares to be issued pursuant to the Offer and the Placing have
not been and will not be registered under the United States Securities Act of
1933, or under the laws of any state, district or other jurisdiction of the
United States or of Canada, Australia, Japan, the Republic of Ireland or South
Africa and no regulatory clearances in respect of new Cardpoint Shares have
been or will be, applied for in any jurisdiction. Accordingly, unless an
exemption under the US Securities Act of 1933 or other relevant securities
laws is applicable, the new Cardpoint Shares are not being, and may not be
offered, sold, resold, delivered or distributed, directly or indirectly,
in or into the United States or any of the Excluded Territories or to, or for
the account or benefit of, any US person or person resident in any of the
Excluded Territories.
This announcement contains a number of forward-looking
statements relating to Cardpoint and Moneybox with respect to, among others,
the following: financial condition; results of operations; the business of the
Enlarged Group; future benefits of the Acquisition; and management plans and
objectives. Cardpoint and Moneybox consider any statements that are not
historical facts as "forward-looking statements". They involve a number of
risks and uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements.
Important factors that could cause actual results to differ materially from
estimates or forecasts contained in the forward-looking statements include,
among others, the following possibilities: future revenues are lower than
expected; costs or difficulties relating to the integration of the businesses
of Cardpoint and Moneybox, or of other future acquisitions, are greater than
expected; expected cost savings from the transaction or from other future
acquisitions are not fully realised or realised within the expected time
frame; competitive pressures in the industry increase; general economic
conditions or conditions affecting the relevant industries, whether
internationally or in the places where Cardpoint and Moneybox conduct business
are less favourable than expected, and/or conditions in the securities market
are less favourable than expected.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer will be made solely
by the Offer Document and, in the case of Moneybox Shares in certificated form,
the Form of Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how the Offer may be
accepted.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control securities of
Cardpoint or Moneybox, owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Cardpoint or Moneybox is required to disclose, by not later than 12:00 noon
(London time) on the business day following the date of the relevant
transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date of the EGM (or such later date(s) as the Panel may specify).
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities of Moneybox or Cardpoint, or any of their respective "associates"
(within the meaning of the City Code), must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised pursuant to the Financial Services
and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number
+44 (0) 20 7382 9026; fax +44 (0) 20 7236 7005.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR THE
REPUBLIC OF IRELAND
FOR IMMEDIATE RELEASE
14 July 2005
Recommended Cash Offer by
Rothschild
on behalf of
Cardpoint plc
to acquire the entire issued and to be issued
ordinary share capital of
Moneybox plc
1. Introduction
The boards of Moneybox and Cardpoint are pleased to announce that they have
reached agreement on the terms of a recommended cash offer of 43 pence per
Moneybox Share for the entire issued and to be issued share capital of Moneybox.
The Offer will be made by Rothschild on behalf of Cardpoint and values the
Existing Moneybox Share Capital at approximately #87.3 million. The Offer is
classified by the AIM rules as a reverse takeover and is conditional upon,
inter alia, approval by Cardpoint Shareholders.
Cardpoint has received irrevocable undertakings to accept the Offer in respect
of a total of 71,700,807 Moneybox Shares, representing approximately 35.3 per
cent. of the Existing Moneybox Share Capital. Further details of such
irrevocable undertakings are set out in this announcement and in the Offer
Document which is expected to be posted to Moneybox shareholders later today.
2. The Offer
The Offer will be made on and subject to the terms and conditions set out in
Appendix II of this announcement and the further terms and conditions set out
in the Offer Document expected to be posted to Moneybox Shareholders later
today, and in the case of Moneybox Shares held in certificated form, the Form
of Acceptance which will accompany the Offer Document.
The Offer will be for the entire issued and to be issued ordinary share capital
of Moneybox on the following basis:
43 pence in cash for each Moneybox Share
The Offer values the Existing Moneybox Share Capital at approximately #87.3
million.
The Offer represents a premium of approximately:
- 22.9 per cent. to the closing price of 35 pence per Moneybox Share on
30 March 2005, being the last business day prior to the announcement by
Moneybox that it had received an approach which may or may not lead to an
offer;
- 10.3 per cent. to the average closing price of 39 pence per Moneybox
Share during the twelve months up to and including 30 March 2005, being the
last business day prior to the announcement by Moneybox that it had received
an approach which may or may not lead to an offer; and
- 1.8 per cent. to the closing price of 42 pence per Moneybox Share on 13
July 2005 being the last business day prior to this announcement.
The Offer is conditional, inter alia, on: (i) Cardpoint Shareholders resolving
to approve the Offer; (ii) the re-admission and admission, respectively, to
trading on AIM of the Existing Cardpoint Share Capital and the Placing Shares
in accordance with the AIM Rules; and (iii) valid acceptances being received in
respect of Moneybox Shares which carry in aggregate 90 per cent. or more of the
voting rights that would normally be exercisable at a general meeting of
Moneybox (or such lesser percentage as the board of Cardpoint may, subject to
the City Code, decide with the approval of Panmure Gordon (under the Placing
Agreement) and Bank of Scotland Corporate (under the Facility Agreement)).
The Offer values the Existing Moneybox Share Capital at approximately #87.3
million. This amount, together with the existing borrowing requirements of the
Enlarged Group, will be financed by new bank facilities with Bank of Scotland
Corporate of #80 million and approximately #55 million (before expenses) raised
under the Placing. The new bank facilities with Bank of Scotland Corporate
consist of a #75 million term loan and a #5 million working capital facility.
Panmure Gordon has conditionally agreed to procure placees for, or itself
subscribe for, 43,307,100 new Cardpoint Shares at a price of 127 pence per
share, raising approximately #55 million (before the expenses). The Placing
Shares will represent approximately 70.3 per cent. of the Existing Cardpoint
Share Capital. The Placing is conditional, inter alia, on the Offer becoming or
being declared unconditional in all respects (save only for Admission) and on
Admission.
3. Background to and reasons for recommending the Offer
Background to recommending the Offer
Following press speculation, on 31 March 2005 the directors of Moneybox
announced that Moneybox had received preliminary approaches which may or may
not lead to an offer for the issued and to be issued share capital of Moneybox.
The Moneybox Directors retained KPMG Corporate Finance on behalf of Moneybox to
assist in assessing the preliminary approaches, which led to the Offer from
Cardpoint.
Reasons for recommending the Offer
Moneybox undertook a strategic review of its business last September. The aim
of the review was to streamline the Moneybox Group's cost base and strengthen
its position as one of the leaders in the UK independent ATM market.
Moneybox now operates in a highly competitive market and a number of
competitors have reported trading difficulties. The Moneybox Directors
recognise that there should be significant potential cost savings from merging
Moneybox with Cardpoint, creating a high quality and diversified portfolio of
approximately 5,000 cash machines in the UK. Both businesses also have an
established presence in Europe.
In recommending the terms of the Offer to Moneybox Shareholders, the Moneybox
Board has taken full account of the current uncertainties facing the
independent ATM sector. In particular, the increasing competition among the
large number of companies operating in this market, the consequent pressure on
operators' margins due to the need to compete aggressively for quality
locations and the hostile media environment which has attacked the principle of
charging by IADs.
Despite these industry issues, Moneybox has continued to show a steady
improvement in its trading performance in recent months and continues to be one
of the UK's leading IADs. Moneybox also has a number of development
opportunities in both its core ATM business and the G2 cashless payment
business which are expected to deliver additional value to shareholders over
time.
The Offer represents a premium of approximately 22.9 per cent. to the closing
middle market price of 35 pence per Moneybox Share on 30 March 2005, the
business day prior to the announcement that Moneybox had received preliminary
approaches which may or may not lead to an offer for the issued and to be
issued share capital of Moneybox. It also represents a premium of approximately
10.3 per cent. to the average closing middle market price of 39 pence per
Moneybox Share in the 12 months prior to 30 March 2005. Accordingly, the
Moneybox Directors believe that the Offer fairly reflects the value of Moneybox.
4. Irrevocable undertakings and existing holdings
Cardpoint has received irrevocable undertakings to accept the Offer from each
of the Moneybox Directors who holds Moneybox Shares and from certain persons
connected with the Moneybox Directors in respect of, in aggregate, 29,433,632
Moneybox Shares, representing approximately 14.5 per cent. of the Existing
Moneybox Share Capital. These irrevocable undertakings, which require the
person who has given it to accept or procure the acceptance of the Offer in
respect of the number of Moneybox Shares which are the subject of the
irrevocable undertaking, will continue to be binding in the event of a
competing offer for Moneybox.
In addition, Cardpoint has received an irrevocable undertaking from an
institutional Moneybox Shareholder undertaking to accept the Offer in respect
of 19,677,659 Moneybox Shares, representing approximately 9.7 per cent. of the
Existing Moneybox Share Capital. This irrevocable undertaking permits the sale
or other disposal of Moneybox Shares where the Moneybox Shareholder giving the
irrevocable undertaking is required to do so for constitutional or contractual
obligations or commitments. The irrevocable undertaking is binding unless
before 3 p.m. on the twenty first day following the posting of the Offer
Document, a third party announces a competing offer for Moneybox which either
(i) values each Moneybox Share at a price which is equal to or higher than the
Offer Price and which competing offer is either (a) recommended by the Moneybox
Board (whether subject to any condition precedent or not) or (b) not subject to
any condition precedent (whether recommended by the Moneybox Board or not) or
(ii) values each Moneybox Share at a price which is equal to or higher than
46.25 pence. In the event that and in so far as the institutional Moneybox
Shareholders cease to be appointed as investment manager to the relevant funds,
the irrevocable undertaking shall cease to have effect in respect of those
funds.
Cardpoint has also received an irrevocable undertaking from a further
institutional Moneybox Shareholder to accept the Offer in respect of 22,589,516
Moneybox Shares, representing 11.1 per cent. of the Existing Moneybox Share
Capital. This irrevocable undertaking remains binding unless before the twenty
first day following the posting of the Offer Document, a third party announces
a competing offer for Moneybox which values each Moneybox Share at a higher
value than the Offer Price.
Consequently, in total, Cardpoint has received irrevocable undertakings to
accept the Offer in respect of 71,700,807 Moneybox Shares representing
approximately 35.3 per cent. of the Existing Moneybox Share Capital.
5. Inducement fee
It has been agreed between Cardpoint and Moneybox that Moneybox will pay
Cardpoint a sum equal to 1 per cent. of the fully diluted value of Moneybox at
the Offer Price (inclusive of VAT, if any) if a firm intention to make an offer
for the entire issued and to be issued share capital of Moneybox is announced
by a third party prior to such time that the Offer lapses or has been withdrawn
and such offer or any other competing offer (announced prior to the such lapse
or withdrawal of the Offer) subsequently becomes or is declared unconditional
in all respects.
Further details relating to the inducement fee will be set out in the Offer
Document.
6. Background to and reasons for the Offer
Cardpoint Shares were admitted to trading on AIM in June 2002 with the stated
intention to grow its then estate of 188 ATMs. This strategy has been actively
pursued and the Cardpoint Group currently operates an estate of approximately
2,400 cash machines. The Cardpoint Directors believe that the acquisition of
Moneybox represents an opportunity to:
- achieve a further step increase in the scale of Cardpoint's business;
- benefit from economies of scale which should impact favourably on costs;
- improve profitability and cash flow;
- realise the benefits of the complementary activities of Cardpoint and
Moneybox; and
- reinforce Cardpoint's position as a market leader in the IAD market.
Following Admission, Cardpoint intends to commence integrating the business of
Moneybox with its existing operations, which will involve, inter alia:
- integrating the operation and management of the cash machine estates of the
two groups' day-to-day operations, including maintenance, processing and
supply of bank notes;
- minimal changes to signage other than as required for compliance with LINK
operating rules;
- reducing the operating costs of the combined businesses; and
- combining the expertise and knowledge of the management and staff of Moneybox
with those of Cardpoint to create a strong team to manage and control the
Enlarged Group.
The Cardpoint Directors believe that the acquisition of Moneybox will present
opportunities for the Enlarged Group to improve its operating margins by
reducing operating costs, particularly direct costs where the increased size of
the Enlarged Group should allow it to benefit over time from improved terms
with suppliers as well as an increase in operational efficiency.
In addition, the Cardpoint Directors believe that there will be further
consolidation of ownership of the numerous cash machine estates currently
operated in the UK. Cardpoint has significant experience of successfully
integrating cash machine estates from previous acquisitions which, coupled with
the fact that cash machines owned and/or operated by the Enlarged Group will
generate more cash machine transactions than any of Cardpoint's principal
competitors, is a strong competitive advantage for the Enlarged Group.
7. Information on Cardpoint
The principal activities of Cardpoint are the operation of independent ATMs and
electronic payment processing. The Cardpoint Group currently manages an estate
of approximately 2,400 ATMs and 3,900 electronic mobile top-up terminals, with
operations in the UK and Germany.
In the year ended 30 September 2004, Cardpoint reported an operating profit
before goodwill amortisation and depreciation of #4.4 million on turnover of
#36.8 million. This yielded a profit on ordinary activities before taxation and
goodwill amortisation of #1.8 million. Net assets as at 30 September 2004 were
#36.4 million. Further, Cardpoint reported that, in the six months ended 31
March 2005, Cardpoint generated an operating profit before goodwill
amortisation and depreciation of #3.1 million on turnover of #26.6 million.
This yielded a profit on ordinary activities before taxation and goodwill
amortisation of #0.443 million. Net assets as at 31 March 2005 were
#31.5 million.
Further information relating to Cardpoint will be set out in the Offer Document
and Admission Document expected to be posted to Moneybox Shareholders and
Cardpoint Shareholders later today.
8. Information on Moneybox
Moneybox deploys, manages and maintains cash machines in the UK, Germany and
The Netherlands as well as payment processing, cashless payment and access
control systems in the UK.
Moneybox's business is organised into two main areas:
- the cash machine estate, where revenue is generated from withdrawal and
interchange fees on cash machine transactions; and
- Moneybox's subsidiary, G2, which provides estate management, maintenance
services and cash machine software development to the Moneybox cash machine
estate. G2 also provides payment processing services and other forms of
cashless payment and access control systems.
On 17 March 2005, Moneybox published its results for the year ended 31 December
2004. In this period, Moneybox reported turnover of #42.9 million (2003: #29.3
million) and earnings before interest, tax, depreciation, amortisation and
exceptional items of #5.1 million (2003: #(0.1) million). As at 31 December
2004, Moneybox had shareholders' funds of #29.9 million and net debt of #4.1
million.
Further information relating to Moneybox will be set out in the Offer Document
and Admission Document expected to be posted to Moneybox Shareholders and
Cardpoint Shareholders later today.
9. Current trading and prospects of the Moneybox Group
The following paragraphs are extracted from Moneybox's most recent trading
statement announced on 30 June 2005:
"During the first half of 2005 the Group has seen strong growth in both profit
before tax, exceptional items and goodwill amortisation, and EBITDA before
exceptional items, relative to the same period in 2004. This encouraging
performance, which is in line with forecast, reflects:
* Significant savings in supplier costs
* Strong growth in our European ATM business
* Removal of under-performing ATMs from the UK estate
* In-sourcing of a range of ATM support service
New ATM contract sales in both the UK and Europe have seen strong growth in the
first half of the year and as a result there is a significant pipeline of sites
due for installation in the second half. This includes a roll-out programme,
now underway, for freestanding kiosks in high footfall locations. The recovery
in daily UK ATM transaction rates first reported at the AGM on 12th May has
continued, with daily transaction rates for the second quarter of 2005 ahead of
those achieved in the first quarter. The first half has also seen the
completion of the major upgrade programme of the UK ATM estate to meet
'Chip and Pin' and new LINK encryption standards.
The Board is pleased to announce that the Group has been awarded its first
outsourcing contract in The Netherlands, initially involving the management of
20 ATMs installed in C1000 supermarkets on behalf of SNS Bank, Moneybox's Dutch
banking partner. If successful this trial is expected to lead to the roll-out
of ATMs into as many of C1000's 472 supermarkets in The Netherlands as
possible.
Our G2 cashless payment and access control business has also seen
strong growth in orders including a number of significant contract wins in the
education sector with Local Education Authorities in the wake of increased
interest in the promotion of healthy eating in primary and secondary schools.
As previously advised to the market, renegotiated supplier contracts will lead
to a restructuring charge of approximately #2 million during 2005, the majority
of which will be recognised in the first half results. The Group is on schedule
for payback within a year in terms of cost savings that this will generate."
10. Moneybox Share Schemes
The Offer will extend to any Moneybox Shares which are unconditionally allotted
or issued upon exercise of options under the Moneybox Share Schemes while the
Offer remains open for acceptance or before such earlier date as Cardpoint may,
in accordance with the Code, decide.
In the event that the Offer becomes or is declared unconditional in all
respects, Cardpoint will write to the participants in the Moneybox Share
Schemes to inform them of the effect of the Offer on their rights under the
Moneybox Share Schemes and to set out appropriate proposals to be made in
respect of their options.
11. Moneybox management and employees
Cardpoint has confirmed that the existing employment rights, including pension
rights of the executive directors, management and employees of Moneybox will be
fully safeguarded.
12. Compulsory acquisition and cancellation of trading
If the Offer becomes or is declared unconditional in all respects, Cardpoint
intends to procure the making of an application by Moneybox as soon as it is
appropriate to do so to cancel admission to trading of the Moneybox Shares on
AIM. It is anticipated that cancellation of admission to trading will take
effect no earlier than 20 business days after the Offer becomes or is declared
unconditional in all respects. Such cancellation would significantly reduce the
liquidity and marketability of any Moneybox Shares not acquired by Cardpoint
pursuant to the Offer.
If Cardpoint receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Moneybox Shares to which the
Offer relates, Cardpoint intends to exercise its rights pursuant to the
provisions of sections 428 to 430F (inclusive) of the Companies Act to acquire
compulsorily any remaining Moneybox Shares to which the Offer relates not
acquired or agreed to be acquired by Cardpoint pursuant to the Offer on the
same terms as the Offer.
If the Offer becomes or is declared unconditional in all respects, Moneybox will
be re-registered as a private company in due course.
13. Expected timetable of principal events
First closing date of the Offer 4 August 2005
Cardpoint Extraordinary General Meeting 8 August 2005
Admission and commencement of dealings in the Existing 15 August 2005
Cardpoint Share Capital and Placing Shares on AIM*
CREST stock accounts credited in respect of Placing Shares* 15 August 2005
Despatch of definitive share certificates in respect of By 22 August 2005
Placing Shares to be held in certificated form
*The above times and dates assume that the Offer becomes or is declared
unconditional in all respects (other than in respect of Admission) following
the Cardpoint Extraordinary General Meeting. In the event that any of the dates
set out in the expected timetable of principal events set out above is changed,
Cardpoint will notify such amended dates through a Regulatory Information
Service and to shareholders of Moneybox and Cardpoint as appropriate.
Enquiries:
Cardpoint 01253 361 300
Mark Mills, Chief Executive Officer
Robin Gregson, Finance Director
Rothschild (financial adviser to Cardpoint) 0161 827 3800
Andrew Thomas
Panmure Gordon (Nominated Adviser and broker to Cardpoint) 020 7459 3600
Hugh Morgan
Mark Lander
Financial Dynamics (PR adviser to Cardpoint) 020 7831 3113
Geoffrey Pelham-Lane
Ed Gascoigne-Pees
Moneybox 020 7452 5455
Peter McNamara
Kevin Beerling
KPMG Corporate Finance (financial adviser to Moneybox) 020 7311 1000
Stephen Barrett
Ian Moore
Numis (Nominated Adviser and broker to Moneybox) 020 7776 1500
Jag Mundi
Simon Law
Reputation Inc (PR adviser to Moneybox) 020 7758 2800
Tom Wyatt
Appendix I contains details of a profit estimate issued by Moneybox on 30 June
2005, together with certain reports thereon. Appendix II contains the certain
of the terms and conditions of the Offer; Appendix III contains the sources and
bases of information; and Appendix IV contains definitions of certain terms
used in this announcement.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority for investment business activities, is acting as
financial adviser to Cardpoint in connection with the Offer and no one else and
will not be responsible to anyone other than Cardpoint for providing the
protections afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any arrangement referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as Nominated Adviser and broker to
Cardpoint and no one else in connection with the Offer, the Placing and the
other matters referred to in this announcement and will not be responsible to
anyone other than Cardpoint for providing the protections afforded to customers
of Panmure Gordon nor for providing advice in relation to the Offer, the
Placing and the other matters referred to in this announcement.
KPMG Corporate Finance, a division of KPMG LLP which is authorised and
regulated in the United Kingdom by the Financial Services Authority for
investment business activities, is acting for Moneybox as financial adviser
in relation to the Offer. KPMG Corporate Finance will not be responsible to
anyone other than Moneybox for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
announcement or any Offer or arrangement referred to herein.
Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority for investment business activities,
is acting for Moneybox as Nominated Adviser and broker in relation to the Offer.
Numis Securities Limited will not be responsible to anyone other than Moneybox
for providing the protections afforded to its clients or for providing advice
in relation to the contents of this announcement or any Offer or arrangement
referred to herein.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this announcement is released, published or
distributed should inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer is not being made, directly or indirectly, in or into, or by use of
the mails, or by any means or instrumentality (including, without limitation,
facsimile transmission, internet, email, telex or telephone) of interstate or
foreign commerce, or of any facility of a national securities exchange, of the
United States or any of the Excluded Territories and cannot be accepted by any
such use, means instrumentality or facility or from within the United States or
any of the Excluded Territories.
Neither the Offer nor the Placing constitutes an offer of securities for sale,
or the solicitation of an offer to buy securities in the United States and the
new Cardpoint Shares to be issued pursuant to the Offer and the Placing have
not been and will not be registered under the United States Securities Act of
1933, or under the laws of any state, district or other jurisdiction of the
United States or of Canada, Australia, Japan, the Republic of Ireland or South
Africa and no regulatory clearances in respect of Cardpoint Shares have been or
will be, applied for in any jurisdiction. Accordingly, unless an exemption
under the US Securities Act of 1933 or other relevant securities laws is
applicable, the new Cardpoint Shares are not being, and may not be offered,
sold, resold, delivered or distributed, directly or indirectly, in or into the
United States or any of the Excluded Territories or to, or for the account or
benefit of, any US person or person resident in any of the Excluded Territories.
This announcement contains a number of forward-looking statements relating to
Cardpoint and Moneybox with respect to, among others, the following: financial
condition; results of operations; the business of the Enlarged Group; future
benefits of the Acquisition; and management plans and objectives. Cardpoint and
Moneybox consider any statements that are not historical facts as
"forward-looking statements". They involve a number of risks and uncertainties
that could cause actual results to differ materially from those suggested by
the forward-looking statements. Important factors that could cause actual
results to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities:
future revenues are lower than expected; costs or difficulties relating to the
integration of the businesses of Cardpoint and Moneybox, or of other future
acquisitions, are greater than expected; expected cost savings from the
transaction or from other future acquisitions are not fully realised or
realised within the expected time frame; competitive pressures in the industry
increase; general economic conditions or conditions affecting the relevant
industries, whether internationally or in the places where Cardpoint and
Moneybox conduct business are less favourable than expected, and/or conditions
in the securities market are less favourable than expected.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to purchase any
securities, pursuant to the Offer or otherwise. The Offer will be made solely
by the Offer Document and, in the case of Moneybox Shares in certificated form,
the Form of Acceptance accompanying the Offer Document, which will contain the
full terms and conditions of the Offer, including details of how the Offer may
be accepted.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, any person who, alone or
acting together with any other person(s) pursuant to an agreement or
understanding (whether formal or informal) to acquire or control securities of
Cardpoint, or Moneybox owns or controls, or becomes the owner or controller,
directly or indirectly, of one per cent. or more of any class of securities of
Cardpoint or Moneybox is required to disclose, by not later than 12:00 noon
(London time) on the business day following the date of the relevant
transaction, dealings in such securities of that company (or in any option in
respect of, or derivative referenced to, any such securities) during the period
to the date of the EGM (or such later date(s) as the Panel may specify).
Under the provisions of Rule 8.1 of the City Code, all dealings in relevant
securities by Moneybox or Cardpoint, or any of their respective "associates"
(within the meaning of the City Code), must also be disclosed.
If you are in any doubt as to the application of Rule 8 to you, please contact
an independent financial adviser authorised pursuant to the Financial Services
and Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk
or contact the Panel on telephone number +44 (0) 20 7382 9026; fax +44 (0) 20
7236 7005.
APPENDIX I
MONEYBOX PROFIT ESTIMATE
On 30 June 2005, Moneybox announced a trading update for the first half of the
year ended 30 June 2005. The Moneybox Board stated that it had seen strong
growth in both profit before tax, exceptional items and goodwill amortisation,
and EBITDA before exceptional items, relative to the same period in 2004
(together, the "Profit Estimate"). Profit before tax, exceptional items and
goodwill amortisation was #264,000 in the first half of 2004 and EBITDA before
exceptional items was #924,000 for the same period.
Basis of preparation
The Profit Estimate is based on Moneybox's unaudited consolidated management
accounts for the 5 months ended 31 May 2005 and the flash management results
for the month ended 30 June 2005. The Profit Estimate has been prepared using
accounting policies consistent with those set out in the statutory financial
statements for the year ended 31 December 2004. No provision has been made in
the Profit Estimate for any gain or loss arising from the Offer or for the
costs associated with the Offer.
Reports
The following letter from Deloitte & Touche LLP addressed to the directors of
Moneybox and to KPMG LLP will be included in the Offer Document :
"We report on the statement in the offer document relating to Moneybox plc
("the Company") issued on 14 July 2005 (the "Document") which states: "During
the first half of 2005 the Group has seen strong growth in both profit before
tax, exceptional items and goodwill amortisation, and EBITDA before exceptional
items, relative to the period in 2004" (the "Profit Estimate"). The Profit
Estimate and the basis on which it is prepared is set out on Appendix III of
the Document.
Responsibilities
It is the responsibility of the directors of the Company (the "Directors") to
prepare the profit estimate in accordance with the requirements of the City
Code on Takeovers and Mergers.
It is our responsibility to form an opinion as required by the City Code on
Takeovers and Mergers as to the proper compilation of the profit estimate and
to report that opinion to you.
Basis of Preparation of the Profit Estimate
The Profit Estimate has been prepared on the basis stated on page 50 of the
Document and is based on the Group's unaudited management accounts for the 5
months ended 31 May 2005 and its unaudited flash management results for the
month ended 30 June 2005. The Profit Estimate is required to be presented on a
basis consistent with the accounting policies of the Group.
Basis of opinion
We conducted our work in accordance with the Statements of Investment Circular
Reporting Standards issued by the Auditing Practices Board in the United
Kingdom. Our work included evaluating the basis on which the historical
financial information for the 6 months to 30 June 2005 has been prepared and
considering whether that the Profit Estimate has been accurately computed using
that information and consistent with the accounting policies of the Group.
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Profit Estimate has been properly compiled on the basis
stated.
However, the Profit Estimate has not been audited. The actual results reported
may be affected by required revisions to accounting estimates due to changes in
circumstances or the impact of unforeseen events and we can express no opinion
as to whether the actual results achieved will correspond to those shown in the
Profit Estimate and differences may be material.
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America or
other jurisdictions and accordingly should not be relied upon as if it had been
carried out in accordance with those standards and practices.
Opinion
In our opinion, the Profit Estimate has been properly compiled on the basis
stated and the basis of accounting used is consistent with the accounting
policies of the Group.
The work we have carried out on the profit estimate is solely for the purpose
of reporting to the Directors of the Company, and hence to the existing
shareholders of the Company, and to KPMG LLP. As a result, we assume no
responsibility to any offeror or any other person other than the Directors of
the Company, and hence the existing shareholders of the Company, and KPMG LLP
in respect of or arising out of or in connection with our work on the Profit
Estimate."
The following letter from KPMG LLP addressed to the directors of Moneybox will
be included in the Offer Document :
"We refer to the statement in the trading update of Moneybox plc issued on 30
June 2005 which stated: "During the first half of 2005 the Group has seen
strong growth in both profit before tax, exceptional items and goodwill
amortisation, and EBITDA before exceptional items, relative to the same period
in 2004" (the 'Profit Estimate').
We have discussed the estimate, together with the basis upon which the estimate
has been made, with the Directors of the Company. We have also discussed with
Deloitte & Touche LLP the work they have undertaken in respect of the estimate
as set out in the their letter dated 14 July 2005, which was addressed to the
Directors of the Company and ourselves.
On the basis of the foregoing, we consider that the estimate, for which you as
Directors of Moneybox plc are solely responsible, has been made with due care
and consideration.
The work we have carried out on the Profit Estimate is solely for the purpose
of reporting to the Directors of the Company, and hence to the existing
shareholders of the Company. As a result, we assume no responsibility to any
offeror or any other person other than the Directors of the Company, and hence
the existing shareholders of the Company, in respect of or arising out of or in
connection with our work on the Profit Estimate. Furthermore, this report is
provided to you solely in connection with Rules 28.3(b) and 28.4 of the City
Code on Takeovers and Mergers and for no other purposes."
APPENDIX II
CONDITIONS OF THE OFFER
The Offer will be subject to the following conditions:
1. Acceptances
Valid acceptances being received (and not, where permitted, withdrawn) by no
later than 1.00pm on the first closing date of the Offer (or, subject to the
Code, such later time(s) and/or dates(s) as Cardpoint may decide) in respect of
not less than 90 per cent. (or such lesser percentage as Cardpoint may decide
with the prior approval of Panmure Gordon (under the Placing Agreement) and
Bank of Scotland Corporate (under the Facilities Agreement)) of the Moneybox
Shares to which the Offer relates. However, this condition will not be
satisfied unless Cardpoint and/or its wholly owned subsidiaries have acquired
or agreed to acquire Moneybox Shares carrying, in aggregate, over 50 per cent.
of the voting rights then normally exercisable at general meetings of Moneybox
including, for this purpose, to the extent (if any) required by the Code,
the voting rights attaching to any Moneybox Shares which may be
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances. In this condition:
1.1 the expression "Moneybox Shares to which the Offer relates" shall be
construed in accordance with sections 428 to 430F (inclusive) of the
Companies Act; and
1.2 Moneybox Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry when they
are issued; and
1.3 valid acceptances shall be treated as having been received in respect of
any Moneybox Shares that Cardpoint Group shall, pursuant to section 429(8)
and, if applicable, section 430E of the Companies Act, be treated as
having acquired or contracted to acquire by virtue of acceptances of the
Offer.
2. Shareholder Approval and Admission of Placing Shares
2.1 The passing at an extraordinary general meeting of Cardpoint (or any
adjournment thereof) of such resolutions as may be necessary to approve,
implement and effect the Offer and the acquisition of any Moneybox Shares
under the Offer or otherwise;
2.2 the admission of the Placing Shares and re-admission of the existing
Cardpoint Shares to trading on AIM becoming effective in accordance with
the AIM Rules.
3. Competition Issues
3.1 Without limitation to condition 4 below and in addition to conditions 3.2
and 3.3 below, one of the following conditions 3.1.1, 3.1.2 or 3.1.3
having been fulfilled or this condition 3.1 having been waived by
Cardpoint:
3.1.1 the Office of Fair Trading ("OFT") indicating in terms
satisfactory to Cardpoint (acting reasonably) that it does not
believe that the Offer or any part of the Offer creates a
relevant merger situation within the meaning of section 23 of
the Enterprise Act 2002 ("the Enterprise Act"); or
3.1.2 the OFT indicating in terms satisfactory to Cardpoint (acting
reasonably) that it has decided not to refer the Offer or any
part of the Offer to the Competition Commission under section 33
of the Enterprise Act regardless of whether or not Cardpoint
has offered undertakings in lieu of such a reference, or the
statutory period for the making of such a reference having
expired without any such reference being made; or
3.1.3 the period for considering any merger notice given to the OFT by
Cardpoint under section 96 of the Enterprise Act having expired
without any such reference being made, provided that section 100
of the Enterprise Act does not apply in relation to such merger
notice.
4. Authorisations
4.1 All authorisations in any jurisdiction which Cardpoint reasonably considers
necessary or appropriate for, or in respect of, the Offer, its
implementation or any acquisition of any shares in, or control of,
Moneybox or any other member of the Wider Moneybox Group by any member
of the Wider Cardpoint Group having been obtained in terms and in a form
satisfactory to Cardpoint(acting reasonably)from any relevant person or
from any person or body with whom any member of the Wider Moneybox Group
has entered into contractual arrangements and all such authorisations
remaining in full force and effect and there being no intimation of any
intention to revoke or not renew the same.
4.2 All authorisations which Cardpoint reasonably considers necessary to carry
on the business of any member of the Wider Moneybox Group remaining in full
force and effect and there being no intimation of any intention to revoke
or not to renew the same.
4.3 All filings which Cardpoint reasonably considers necessary having been made
and all applicable waiting and other periods having expired, lapsed or been
terminated and all applicable statutory or regulatory obligations in any
jurisdiction having been complied with.
5. Regulatory Intervention
No relevant person having taken, instituted, implemented or threatened any
legal proceedings, or having required any action to be taken or otherwise
having done anything or having enacted, made or proposed any statute,
regulation, order or decision or taken any other step and there not continuing
to be outstanding any statute, regulation, order or decision that would or
might:
5.1 make the Offer, its implementation or the acquisition or proposed
acquisition of any shares in, or control or management of, the Wider
Moneybox Group by Cardpoint illegal, void or unenforceable; or
5.2 otherwise directly or indirectly prevent, prohibit or otherwise materially
restrict, restrain, delay or interfere in the implementation of or impose
additional conditions or obligations with respect to or otherwise
challenge or require amendment of the Offer or the proposed acquisition
of Moneybox by Cardpoint or any acquisition of shares in Moneybox by
Cardpoint; or
5.3 require, prevent or delay the divestiture by Cardpoint of any shares or
other securities in Moneybox; or
5.4 impose any limitation on the ability of any member of the Wider Cardpoint
Group or any member of the Wider Moneybox Group to acquire or hold or
exercise effectively, directly or indirectly, any rights of ownership of
shares or other securities or the equivalent in any member of the Wider
Moneybox Group or management control over any member of the Moneybox Group
which would be material in the context of the Offer; or
5.5 save as Disclosed require, prevent or delay the disposal by Moneybox, or
require the disposal or alter the terms of any proposed disposal by any member
of the Wider Moneybox Group, of all or any material part of their respective
businesses, assets or properties or impose any limitation on the ability of any
of them to conduct their respective businesses or own their respective assets or
properties which would be material and adverse in the context of the Moneybox
Group taken as a whole; or
5.6 require any member of the Wider Cardpoint Group or of the Moneybox Group to
offer to acquire any shares or other securities (or the equivalent) in any
member of the Wider Moneybox Group owned by any third party (in each case, other
than in implementation of the Offer); or
5.7 result in any member of the Wider Moneybox Group ceasing to be able to carry
on business under any name under which it presently does so; or
5.8 otherwise materially adversely affect in the context of the Moneybox Group
taken as a whole any or all of the businesses, assets, prospects or profits of
any member of the Wider Moneybox Group;
and all applicable waiting and other time periods during which any such relevant
person could institute, or implement or threaten any legal proceedings, having
expired, lapsed or been terminated.
6. Consequences of the Offer
Save as Publicly Announced or Disclosed there being no provision of any
agreements to which any member of the Wider Moneybox Group is a party, or by or
to which any such member, or any part of its assets, may be bound, entitled or
subject, which would or might, in each case as a consequence of the Offer or of
the acquisition or proposed acquisition of all or any part of the issued share
capital of, or change of control or management of, Moneybox or any other member
of the Moneybox Group result in (to an extent which would be material and
adverse in the context of the Moneybox Group taken as a whole):
6.1 any assets or interests of any member of the Wider Moneybox Group being or
falling to be disposed of or charged in any way or ceasing to be available to
any member of the Wider Moneybox Group or any rights arising under which any
such asset or interest could be required to be disposed of or charged in any way
or could cease to be available to any member of the Wider Moneybox Group
otherwise than in the ordinary course of business; or
6.2 any moneys borrowed by or other indebtedness (actual or contingent) of, or
any grant available to, any member of the Wider Moneybox Group being or becoming
repayable or capable of being declared repayable immediately or earlier than the
repayment date stated in such agreement or the ability of such member of the
Wider Moneybox Group to incur any such borrowing or indebtedness becoming or
being capable of becoming withdrawn, inhibited or prohibited; or
6.3 any such agreement or the rights, liabilities, obligations or interests of
any such member under it being terminated or adversely modified or affected or
any onerous obligation arising or any adverse action being taken under it; or
6.4 the interests or business of any such member in or with any third party (or
any arrangements relating to any such interests or business) being terminated or
adversely modified or affected; or
6.5 the financial or trading position or prospects or value of any member of the
Wider Moneybox Group being materially prejudiced or adversely affected; or
6.6 the creation 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
Moneybox Group or any such security (whenever arising or having arisen) becoming
enforceable or being enforced; or
6.7 the creation of actual or contingent liabilities by any member of the Wider
Moneybox Group; or
and no event having occurred which, under any provision of any such agreement to
which any member of the Wider Moneybox Group is a party, or by or to which any
such member, or any of its assets, may be bound, entitled or subject, could
result in any of the events or circumstances as are referred to in subparagraphs
6.1 to 6.7 inclusive.
7. No corporate action taken since the Accounting Date
Since the Accounting Date, save as otherwise Publicly Announced or Disclosed or
pursuant to transactions in favour of Moneybox or a wholly owned subsidiary of
Moneybox, no member of the Wider Moneybox Group having:
7.1 issued or agreed to issue or authorised or proposed the issue or grant of
additional shares of any class or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire, any such shares
or convertible securities (save pursuant to the Moneybox Share Schemes); or
7.2 redeemed, purchased, repaid or reduced or proposed the redemption, purchase,
repayment or reduction of any part of its share capital or made or proposed the
making of any other change to its share capital; or
7.3 recommended, declared, paid or made or proposed to recommend, declare, pay
or make any dividend, bonus issue or other distribution whether payable in cash
or otherwise; or
7.4 merged or demerged with or from, or acquired, any body corporate or
authorised or proposed or announced any intention to propose any such merger or
demerger; or
7.5 other than in the ordinary course of business acquired or disposed of,
transferred, mortgaged or charged, or created or granted any security interest
over, any assets (including shares and trade investments) or authorised or
proposed or announced any intention to propose any acquisition, disposal,
transfer, mortgage, charge or creation or grant of any security interest; or
7.6 issued or authorised or proposed the issue of any debentures or incurred or
increased any borrowings, indebtedness or liability (actual or contingent); or
7.7 entered into or varied, or authorised or proposed the entry into or
variation of, or announced its intention to enter into or vary, any transaction,
arrangement, contract or commitment (whether in respect of capital expenditure
or otherwise) which is of a long term, onerous or unusual nature or magnitude or
could involve an obligation of such nature or magnitude or which is or could be
restrictive to the existing business of any member of the Wider Moneybox Group
or which is other than in the ordinary course of business material and which in
any such case is material in the context of the Moneybox Group taken as a whole;
or
7.8 entered into, implemented, effected, authorised or proposed or announced its
intention to enter into, implement, effect, authorise or propose any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business and which in any
such case is material in the context of the Moneybox Group taken as a whole; or
7.9 waived or compromised any claim which is material in the context of the
Moneybox Group taken as a whole; or
7.10 entered into or varied or made any offer (which remains open for
acceptance) to enter into or vary the terms of any contract with any of the
directors of Moneybox or any of the directors of any other member of the Wider
Moneybox Group; or
7.11 taken or proposed any corporate action or had any legal proceedings
instituted or threatened against it or petition presented for its winding up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrator, administrative receiver, trustee or similar
officer of all or any of its assets and revenues or for any analogous
proceedings or steps in any jurisdiction or for the appointment of any analogous
person in any jurisdiction and which in any such case is material in the context
of the Moneybox Group taken as a whole; or
7.12 been unable, or admitted in writing that it is unable, to pay its debts or
has 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
7.13 made any alteration to its memorandum or articles of association, or other
incorporation documents; or
7.14 in relation to the pension schemes established for its directors and/or
other employees and/or their dependants, made or consented to any change to:
(i) the terms of the trust deeds constituting such pension schemes or to the
benefits which accrue;
(ii) the pensions which are payable, under them;
(iii) the basis on which qualifications for or accrual of or entitlement to such
benefits or pensions are calculated or determined;
(iv) the basis upon which the liabilities (including pensions) of such pension
schemes are funded or made;
(v) or agreed or consented to any change to the trustees of such pension
schemes; or
7.15 entered into any agreement or passed any resolution or made any offer
(which remains open for acceptance) or proposed or announced any intention with
respect to any of the transactions, matters or events referred to in this
condition 7 which is material in the context of the Moneybox Group taken as a
whole.
8. Other events since the Accounting Date
In the period since the Accounting Date, save as Publicly Announced or
Disclosed:
8.1 no litigation or arbitration proceedings, prosecution, investigation or
other legal proceedings having been announced, instituted, threatened or
remaining outstanding by, against or in respect of, any member of the Wider
Moneybox Group or to which any member of the Wider Moneybox Group is or may
become a party (whether as claimant, defendant or otherwise) which is material
in the context of the Moneybox Group taken as a whole; or
8.2 no material adverse change or deterioration having occurred in the business
or assets or financial or trading position or prospects, assets or profits of
any member of the Wider Moneybox Group which is material in the context of the
Moneybox Group taken as a whole; or
8.3 no enquiry or investigation by, or complaint or reference to, any relevant
person against or in respect of any member of the Wider Moneybox Group having
been threatened, announced, implemented or instituted or remaining outstanding
by, against or in respect of, any member of the Wider Moneybox Group which is
material in the context of the Moneybox Group taken as a whole; or
8.4 no material contingent or other liability having arisen or become apparent
or increased which is material in the context of the Moneybox Group taken as a
whole.
9. Environmental and other issues
Save as Publicly Announced or Disclosed Cardpoint not having discovered that:
Environmental
9.1 any past or present member of the Wider Moneybox Group has not complied in
all material respects with all applicable legislation or regulations or
authorisations of any jurisdiction with regard to the use, handling, storage,
transport, production, supply, treatment, keeping, disposal, discharge,
spillage, leak or emission of any waste or hazardous substance or any substance
likely to damage or impair the environment or harm human health or otherwise
relating to environmental matters or the health and safety of any person or that
there has otherwise been any such use, handling, storage, transport, production,
supply, treatment, keeping, disposal, discharge, spillage, leak or emission
(whether or not the same constituted a non-compliance by any person with any
such legislation or regulations or authorisations and wherever the same may have
taken place), which, in any such case, would be likely to give rise to any
liability (whether actual or contingent) or cost on the part of any member of
the Wider Moneybox Group; or
9.2 there has been a material disposal, discharge, release, spillage, leak or
emission of any waste or hazardous substance or any substance likely to damage
or impair the environment or harm human health which would be likely to give
rise to any liability (whether actual or contingent) or cost on the part of any
member of the Wider Moneybox Group; or
9.3 there is, or is likely to be any liability (whether actual or contingent) or
cost on the part of any member of the Wider Moneybox Group to make good, repair,
reinstate or clean up any relevant asset or any other property or any controlled
waters under any environmental legislation, regulation, notice, circular, order
or other lawful requirement of any relevant person or third party or otherwise;
or
9.4 circumstances exist (whether as a result of the making of the Offer or
otherwise):
(i) which would be likely to lead to any relevant person instituting; or
(ii) whereby any past or present member of the Wider Moneybox Group would be
likely to be required to institute
an environmental audit or take any steps which would in any such case be likely
to result in any actual or contingent liability to improve or modify existing
plant or install new plant, machinery or equipment or carry out any changes in
the processes carried out or make good, repair, reinstate or clean up any
relevant asset or any other property or any controlled waters;
Product Liability
9.5 circumstances exist whereby a person or class of persons would be likely to
have any claim or claims in respect of any product or process of manufacture or
materials used therein now or previously manufactured, sold or carried out by
any past or present member of the Wider Moneybox Group; or
Information
9.6 the financial, business or other information disclosed at any time by any
member of the Wider Moneybox Group (and not subsequently superceded by
subsequent disclosures), whether publicly or in the context of the Offer, either
contained a material misrepresentation of fact or omitted to state a fact
necessary to make the information disclosed not misleading in a material
respect; or
Intellectual Property
9.7 any member of the Wider Moneybox Group does not own or have licensed to it
or otherwise possess legally enforceable rights to use all intellectual property
that is required or reasonably necessary for the conduct of business of the
relevant member of the Wider Moneybox Group in all material respects similar to
the manner in which it is currently conducted; or
9.8 any member of the Wider Moneybox Group has infringed in any material
respect, any intellectual property rights of any third party; or
9.9 any intellectual property which would be material for the conduct of
business of the relevant member of the Wider Moneybox Group and is held by any
member of the Wider Moneybox Group is not valid and subsisting; or
9.10 there is material unauthorised use, infringement or misappropriation of any
intellectual property of any member of the Wider Moneybox Group by any third
party which would be material and adverse in the context of the Target Group
taken as a whole,
and in any case is material and adverse in the context of the Moneybox Group
taken as a whole.
Certain Further Terms of the Offer
The conditions are inserted for the benefit of Cardpoint and no Moneybox
Shareholder shall be entitled to waive any of the conditions without the prior
consent of Cardpoint.
Subject to the requirements of the Panel, Cardpoint reserves the right to waive
all or any of conditions 2 to 9 (inclusive) in whole or in part.
Each of conditions 1 to 9 shall be regarded as a separate condition and shall
not be limited by reference to any other condition.
The Offer will lapse if the proposed acquisition of Moneybox is referred to the
Competition Commission before 1.00 p.m. on the first closing date or the time
and date on which the Offer becomes or is declared unconditional as to
acceptances (whichever is the later).
If the Offer lapses, it will cease to be capable of further acceptance and
persons accepting the Offer and Cardpoint shall thereupon cease to be bound by
acceptances submitted before the time the Offer lapses.
The Offer will lapse unless all of the conditions relating to the Offer have
been fulfilled or (if capable of waiver) waived by, or, where appropriate, have
been determined by Cardpoint to be, and remain satisfied by, midnight on the
twenty first day after the later of:
(a) the first closing date; or
(b) the date on which the Offer becomes unconditional as to acceptances
or such later date as Cardpoint may, with the consent of the Panel, decide.
Cardpoint shall be under no obligation to waive or treat as satisfied any
condition by a date earlier than the latest date specified above for its
satisfaction even though the other conditions of the Offer may, at such earlier
date, have been waived or fulfilled and there are, at such earlier date, no
circumstances indicating that any such conditions may not be capable of
fulfilment.
If Cardpoint is required by the Panel to make an offer for Moneybox Shares under
Rule 9 of the Code, Cardpoint may make such alterations to the conditions of the
Offer set out above, including condition 1, as are necessary to comply with that
Rule.
Moneybox Shares will be acquired by Cardpoint fully paid and free from all
liens, equities, charges, equitable interests, encumbrances, rights of
pre-emption and any other third party right and/or interests of any nature
whatsoever and together with all rights attaching to them, now or in the future,
including the right to receive and retain all dividends, interest and other
distributions declared, paid or made after the
Announcement Date
The Offer will not be made, directly or indirectly, in, into or by use of the
mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States or the
Excluded Territories or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. This document does not
constitute an offer in the United States or the Excluded Territories or any such
other jurisdiction and the Offer should not be accepted by any such use, means,
instrumentality or facilities or otherwise from or within the United States or
the Excluded Territories or any such other jurisdiction. Accordingly, copies of
this announcement are not being and must not be mailed, transmitted or otherwise
distributed in whole or in part, in, into or from the United States or the
Excluded Territories or any such other jurisdiction and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in, into or from the
United States or the Excluded Territories or any such other jurisdiction. Doing
so may render invalid any purported acceptance of the Offer.
The Offer will be governed by English Law and the Code.
APPENDIX III
SOURCES AND BASES OF INFORMATION
1. General
Unless otherwise stated, the financial information relating to Moneybox has been
extracted from the audited consolidated financial statements of Moneybox for the
year ended 31 December 2004 and from the audited consolidated financial
statements of Moneybox Corporation for the year ended 31 January 2003 and the 11
months ended 31 December 2003. Unless otherwise stated, the financial
information relating to Cardpoint has been extracted from the audited
consolidated financial statements of Cardpoint for the relevant financial period
ended 30 September 2002, 30 September 2003 or 30 September 2004 or the
consolidated unaudited interim results of Cardpoint for the six months ended 31
March 2005.
2. Value of the Acquisition
The value placed by the Offer on the Existing Moneybox Share Capital is based on
203,060,409 Moneybox Shares in issue on 13 July 2005 (the last Business Day
prior to the date of this announcement).
3. Share prices
The closing prices of a Moneybox Share on 30 March 2005 and 13 July 2005 are
taken from the AIM Appendix of the Daily Official List of the London Stock
Exchange. The average closing price during the twelve months up to and including
30 March 2005 is calculated by using the closing prices during that period,
which are derived from Datastream. The average closing price is rounded to the
nearest whole number.
APPENDIX IV
DEFINITIONS
"Accounting Date" 31 December 2004
"Admission" the admission and readmission of the Enlarged Share Capital to
trading on AIM in accordance with the AIM Rules
"Admission Document" the admission document of Cardpoint expected to be issued
on the Announcement Date in relation to, inter alia, the Placing and Admission
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the rules of AIM published by the London Stock Exchange from time to
time
"Announcement Date" the date of this announcement
"agreements" arrangements, agreements, commitments, licences, permits,
franchises, partnerships, joint ventures, authorisations or other such
instruments
"ATM" automated teller machine
"authorisations" authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
"Bank of Scotland Corporate" the Governor and Company of the Bank of Scotland
"Board" or "Moneybox Board" the board of directors of Moneybox
"Capita Registrars" a trading division of Capita IRG Plc
"Cardpoint" or "Offeror" Cardpoint plc
"Cardpoint Board" the board of directors of Cardpoint
"Cardpoint Group" Cardpoint, its subsidiaries and subsidiary undertakings at the
date of the Offer Document
"Cardpoint Shareholders" holders of Cardpoint Shares
"Cardpoint Shares" ordinary shares of 5 pence each in Cardpoint
"certificated" or in "certificated form" a share or other security, title to
which is recorded in the relevant register of the share or other security as
being held in certificated form (that is, not in CREST)
"closing price" the middle market price of a Moneybox Share at the close of
business on the day to which such price relates as derived from the AIM Appendix
to the Daily Official List
"Code" or "City Code" the City Code on Takeovers and Mergers
"the Companies Act" or "the Act" the Companies Act 1985, as amended
"Conditions" the conditions set out in Appendix II to this announcement
"CREST" the Relevant System (as defined in the CREST Regulations) in respect of
which CRESTCo Limited is the Operator (as defined in the CREST Regulations)
"CRESTCo" CRESTCo Limited
"CREST manual" the CREST manual issued by CRESTCo
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/
3755) (as amended)
"Deloitte" Deloitte and Touche LLP
"Directors" or "Moneybox Directors" Peter McNamara, Neil Brown, Vincent Isaacs,
Andrew Neubauer and Kevin Beerling, the directors of Moneybox
"Disclosed" fairly disclosed in writing by or on behalf of Moneybox to Cardpoint
specifically for the purposes of these Conditions prior to the Announcement Date
"Enlarged Group" Cardpoint and its subsidiaries and subsidiary undertakings
following Admission
"Enlarged Share Capital" the issued ordinary share capital of Cardpoint
immediately following Admission, as enlarged by the Placing
"Excluded Territories" the United States, Canada, Australia, Japan, South Africa
or the Republic of Ireland, their respective territories and possessions and any
place outside the UK
"Existing Moneybox Share Capital" the issued ordinary share capital of Moneybox
at the date of this announcement
"Existing Cardpoint Share Capital" the issued ordinary share capital of
Cardpoint at the date of this announcement
"Facilities Agreement" the debt and working capital facilities agreements dated
14 July 2005 between Cardpoint and Bank of Scotland Corporate
"first closing date" 4 August 2005, being the date falling 21 days after the
date on which this Offer Document is posted
"Form of Acceptance" the form of acceptance and authority relating to the Offer
which, in the case of Moneybox Shares held in certificated form, accompanies
this document
"G2" G2 Limited (Company Number 4390861)
"IAD" independent ATM deployer
"intellectual property" all patents, trademarks, trade names, service marks,
copyrights, designs, databases and any applications therefore, schematics,
technology, know-how, computer software, programs or applications (in both
source code and object code form), and tangible or intangible proprietary
information or material
"KPMG" or "KPMG Corporate Finance" KPMG Corporate Finance, a division of KPMG
LLP, which is authorised and regulated by the Financial Services Authority for
investment business activities. KPMG LLP is registered in England with number
OC301540 and has its registered office at 8 Salisbury Square, London, EC4Y 8BB
"legal proceedings" actions, suits, proceedings, investigations, references or
enquiries
"London Stock Exchange" London Stock Exchange plc
"Moneybox" Moneybox plc
"Moneybox Corporation" Moneybox Corporation Limited whose Registered Company
Number is 3516589 and whose registered office is at Caxton House, 2 Farringdon
Road, London EC1M 3HN
"Moneybox Group" Moneybox, its subsidiaries and subsidiary undertakings at the
date of this announcement
"Moneybox Option Holders" holders of options to subscribe for Moneybox Shares
under the Moneybox Share Schemes
"Moneybox Shares" the existing unconditionally allotted or issued and fully paid
ordinary shares of 10 pence each of Moneybox and any further such shares which
are unconditionally allotted or issued fully paid, or credited as fully paid,
before the date on which the Offer closes (or before such earlier date as
Cardpoint may, subject to the Code, decide not being earlier than (a) the date
on which the Offer becomes or is declared unconditional as to acceptances or
(b), if later, the first closing date of the Offer)
"Moneybox Share Schemes" the Moneybox plc 2004 Discretionary Share Option
Scheme, the Moneybox Corporation Limited Unapproved Share Option Plan 2000 and
any other option schemes pursuant to which options have been issued by Moneybox
or Moneybox Corporation incorporating rules in a similar form to any of the
aforementioned
"Moneybox Shareholders" holders of Moneybox Shares
"Offer" the recommended offer to be made by Rothschild on behalf of Cardpoint to
acquire all of the issued and to be issued Moneybox Shares on the terms and
subject to the conditions set out in this announcement and to be set out in the
Offer Document and, in respect of Moneybox Shares in certificated form, the Form
of Acceptance and, where the context so requires, any subsequent revision,
variation, extension or renewal thereof
"Offer Document" the document to be sent to Moneybox Shareholders containing the
terms and conditions of the Offer
"Offer Period" the period commencing on 31 March 2005 until the later of (i) 4
August 2005, and (ii) the earlier of the date on which the Offer becomes
unconditional as to acceptances or the date on which the Offer lapses
"Offer Price" 43 pence per Moneybox Share
"Panel" the Panel on Takeovers and Mergers
"Panmure Gordon" Panmure Gordon (Broking) Limited, Cardpoint's nominated adviser
and broker, a member of the London Stock Exchange and which is authorised and
regulated by the Financial Services Authority
"Placing" the conditional placing by Panmure Gordon of the Placing Shares at the
Placing Price
"Placing Price" 127 pence per Placing Share
"Placing Shares" 43,307,100 new Cardpoint Shares to be issued pursuant to the
Placing
"Profit Estimate" the profit estimate made by Moneybox on 30 June 2005, details
of which are set out in Appendix I to this announcement
"Publicly Announced" specifically disclosed in the annual report and accounts of
Moneybox for the year ended on the Accounting Date or in this announcement or in
any other announcement made to a Regulatory Information Service since the date
of publication of such report and accounts and prior to the Announcement Date
"Regulatory Information Service" or "RIS" as defined in the AIM Rules
"relevant asset" land, property or other asset now or previously owned, occupied
or made use of by any past or present member of the Wider Moneybox Group
"relevant persons" governments, governmental, quasi-governmental, supranational,
statutory, investigative, regulatory or administrative bodies or trade agencies,
associations, institutions or courts, or professional or environmental bodies,
or any other persons or bodies whatsoever in any jurisdiction
"Rothschild" NM Rothschild & Sons Limited, financial adviser to Cardpoint
"substantial interest" a direct or indirect interest in 20 per cent or more of
the equity capital of an undertaking
"third party" person, firm, company or body
"uncertificated" or "in uncertificated form" in relation to a share or other
security, a share or other security, title to which is recorded on the relevant
register of Moneybox as being held in uncertificated form in CREST and which, by
virtue of the CREST Regulations, may be transferred by means of CREST
"United States" or "US" the United States of America, its territories and
possessions, any state of the United States and the District of Columbia and all
other areas subject to its jurisdiction
"US Person" a US person as defined in Regulation 5 under the US Securities Act
"US Securities Act" the US Securities Act of 1933, as amended, and the rules and
regulations as promulgated thereunder
"Wider Cardpoint Group" Cardpoint and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertakings in which Cardpoint and/or
such subsidiaries or undertakings (aggregating their interests) have a
substantial interest
"Wider Moneybox Group" Moneybox and its subsidiaries, subsidiary undertakings,
associated undertakings and any other undertakings in which Moneybox and/or such
subsidiaries or undertakings (aggregating their interests) have a substantial
interest
In this announcement, terms defined in the CREST Manual shall, unless the
context otherwise requires, bear the same meanings where used in this
announcement.
The terms "associated undertaking", "subsidiary", "subsidiary undertakings" and
"undertaking" as used in these definitions shall have the meanings given in the
Companies Act (for this purpose ignoring paragraph 20(1)(b) of Schedule 4A to
the Companies Act)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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