Cardtronics Creative UK Limited Offer Document Posted (8311X)

TIDMIDG

RNS Number : 8311X

Cardtronics Creative UK Limited

13 February 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY RESTRICTED JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND JAPAN) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

13 February 2013

RECOMMENDED CASH OFFER

by

CARDTRONICS CREATIVE UK LIMITED ("CARDTRONICS UK")

(A WHOLLY - OWNED SUBSIDIARY OF CARDTRONICS, INC. ("CARDTRONICS"))

for

I-DESIGN GROUP PLC ("I-DESIGN")

Posting of Offer Document

Further to the announcement today by Cardtronics UK of a recommended cash offer to acquire the entire issued and to be issued share capital of i-design, Cardtronics UK is pleased to announce that the offer document (the "Offer Document") which contains, amongst other things, the full terms of, and conditions to, the Offer is being posted to i-design Shareholders today together with the Form of Acceptance.

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 6 March 2013.

To accept the Offer in respect of i-design Shares held in certificated form, i-design Shareholders must complete the Form of Acceptance in accordance with the instructions printed on it and set out in the Offer Document and return it together with their share certificate(s) or other document(s) of title to Capita Registrars by no later than 1.00 p.m. (London time) on 6 March 2013.

To accept the Offer in respect of i-design Shares held in uncertificated form (that is, in CREST), i-design Shareholders must follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 6 March 2013. If i-design Shareholders hold their i-design Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

A copy of this announcement, the Offer Document and the Form of Acceptance will be available for inspection free from charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cardtronics' website (at www.cardtronics.com) during the course of the Offer.

Capitalised terms used but not defined in this announcement shall have the meaning given to them in the Offer Document.

 
 
  Enquiries: 
Cardtronics/Cardtronics UK 
 Chris Brewster                                     [phone] 
DC Advisory (Financial adviser to Cardtronics and 
 Cardtronics UK) 
 Richard Pulford/Ben Thompson                       [phone] 
 
 

DC Advisory, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Cardtronics and Cardtronics UK and no one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to any person other than Cardtronics and Cardtronics UK for providing the protections afforded to clients of DC Advisory nor for giving advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of an offer to purchase or subscribe for any securities in any jurisdiction pursuant to the Offer or otherwise.

Overseas i-design Shareholders

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Unless otherwise determined by Cardtronics UK or required by the City Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in or into, or by use of the mails, or by any means or instrumentality (including, without limitation, by means of telephone, facsimile, telex, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facilities of a securities exchange of, any Restricted Jurisdiction, and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction. Accordingly, unless otherwise determined by Cardtronics UK or required by the City Code and permitted by applicable law and regulation, copies of this announcement and any other related document are not being, and must not be, directly or indirectly, mailed or otherwise distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions as doing so may make invalid any purported acceptance of the Offer by persons in any such jurisdiction.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any and all applicable legal and regulatory requirements of their jurisdiction. i-design Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Dealing disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of th City Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the City Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 pm (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 paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

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 of the City Code).

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 Takeover 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 [phone] 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 company news service from the London Stock Exchange

END

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