Cardtronics Creative UK Limited Offer update - wholly unconditional (4312Z)

TIDMIDG

RNS Number : 4312Z

Cardtronics Creative UK Limited

07 March 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.

7 March 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")

Offer update - wholly unconditional

Introduction

On 13 February 2013, the Boards of Cardtronics UK and i-design announced that they had reached agreement on the terms of a recommended cash offer to be made by Cardtronics UK, an indirectly wholly-owned subsidiary of Cardtronics, for the entire issued and to be issued share capital of i-design (the "Offer"). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document issued by Cardtronics UK on 13 February 2013 (the "Offer Document").

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

Level of Acceptances

Cardtronics UK announces that, as at 1.00 p.m. (London time) on 6 March 2013, the first closing date of the Offer, Cardtronics UK had received valid acceptances of the Offer in respect of a total of 13,189,350 i-design Shares, all of which may be counted towards the satisfaction of the acceptance condition. This represents approximately 93.5 per cent. of the existing issued share capital of i-design and approximately 92.7 per cent. of the i-design Shares to which the Offer relates.

This includes acceptances received in respect of 8,780,415 i-design Shares, representing approximately 62.2 per cent. of the existing issued share capital of i-design, which were subject to irrevocable commitments procured by Cardtronics and Cardtronics UK.

In addition, valid acceptances have been received in respect of 130,000 to be issued i-design Shares under the i-design Share Schemes which were subject to irrevocable commitments procured by Cardtronics and Cardtronics UK. It is now intended these options be exercised and accepted into the Offer. These 130,000 i-design Shares represent approximately 0.9 per cent. of the fully diluted share capital of i-design and, taken together with the acceptances referred to above, represent approximately 93.6 per cent. of the fully diluted share capital of i-design.

So far as Cardtronics UK and Cardtronics are aware, none of these acceptances have been received from people acting in concert with them.

The acceptance condition to the Offer, as set out in the Offer Document, has been satisfied and all of the conditions of the Offer have now either been satisfied or waived. Therefore, Cardtronics is pleased to announce that the Offer has become wholly unconditional.

The Offer will remain open for acceptances until 1.00 p.m. (London time) on 22 March 2013. Cardtronics UK reserves the right to further extend the Offer in its absolute discretion.

Acceptance of the Offer

i-design Shareholders who have not yet accepted the Offer are encouraged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and in the case of shares held in certificated form (that is, not in CREST) the Form of Acceptance.

The Offer Document has been sent to i-design Shareholders in hard copy and is 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.

If you need assistance in accepting the Offer you should contact Capita Registrars on 0871 664 0321 from within the UK or [phone] if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute (including VAT) plus your service provider's network extras. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Cancellation of Trading and Re-registration

As set out in the Offer Document, now that the Offer has been declared unconditional in all respects, i-design has, at the request of Cardtronics, applied to the London Stock Exchange for the cancellation of the admission to trading of the i-design Shares on AIM ("Cancellation"). It is expected that Cancellation will occur at 7.00 a.m. on 8 April 2013 after which time i-design Shares will no longer be admitted to trading on AIM.

Following Cancellation, it is the intention of Cardtronics UK to propose a resolution to re-register i-design as a private limited company under the relevant provisions of the Companies Act.

Compulsory Acquisition

As set out above, as Cardtronics UK has received acceptances under the Offer in respect of 90 per cent. or more of the i-design Shares by nominal value and voting rights attached to such shares to which the Offer relates, Cardtronics UK intends to exercise its rights in accordance with sections 974 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining i-design Shares to which the Offer relates on the same terms as the Offer. Accordingly, Cardtronics UK will shortly be posting statutory notices under section 980(1) of the Companies Act to i-design Shareholders who have not yet validly accepted the Offer, informing such i-design Shareholders that it will compulsorily acquire their i-design Shares.

Interests in i-design Shares

Save for the irrevocable commitments referred to above, none of Cardtronics or Cardtronics UK or any person acting, or deemed to be acting, in concert with Cardtronics or Cardtronics UK for the purposes of the Offer has an interest in, or a right to subscribe for, i-design Shares or in any securities convertible or exchangeable into i-design Shares ("Relevant i-design Securities") or any short position in Relevant i-design Securities including any short position (whether conditional or absolute and whether in the money or otherwise), under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery. None of Cardtronics or Cardtronics UK or any person acting, or deemed to be acting, in concert with Cardtronics or Cardtronics UK for the purposes of the Offer has borrowed or lent any i-design Shares.

A copy of this announcement will be made available 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.

 
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 otherwise 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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