Response to Press Speculation
04 September 2007 - 5:30PM
UK Regulatory
RNS Number:2239D
Cardpoint PLC
04 September 2007
4 September 2007
Cardpoint plc
("Cardpoint" or "the Company")
Response to press speculation
The Company notes the recent press speculation and can confirm that it is in
discussions with alphyra Holdings Limited ("alphyra"), which may or may not lead
to a transaction resulting in a combination of the two businesses. Such
transaction may constitute a reverse take-over under Rule 14 of the AIM Rules
for Companies.
In the event that alphyra shareholders' interest in the Company results in
persons acting in concert holding 30% or more of voting rights, a waiver of the
obligation under Rule 9 of the City Code on Takeovers and Mergers to make a
general offer, which will be subject to the approval of the Company's
shareholders in a general meeting, will be sought if appropriate.
Further announcements will be made as appropriate.
Enquiries:
Philip Lanigan
Group Finance Director
Tel: +44 (0) 1253 361307
Fax: +44 (0) 1253 361301
Rothschild
Financial Adviser
Ed Welsh
Tel: +44 (0) 207 280 5164
Panmure Gordon
Nominated Adviser and Broker
Hugh Morgan
Stuart Gledhill
Tel: +44 (0) 207 459 3600
Financial Dynamics
David Yates
Ben Brewerton
Tel: +44 (0) 207 831 3113
Rule 2.10
In accordance with Rule 2.10 of the Code, Cardpoint confirms that it has
112,392,564 ordinary shares of 5 pence each in issue and admitted to trading on
the London Stock Exchange. The ISIN code for these securities is GB0031587578.
Rule 8 disclosures
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Cardpoint, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the offer becomes, or is declared, unconditional as to
acceptances, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Cardpoint, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Cardpoint by the offeror or Cardpoint, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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