Cardtronics Creative UK Limited Recommended Cash Offer for i-design Group plc (7535X)

Share Name	Share Symbol	Market	Type	Share ISIN	Share Description
I-Design	LSE:IDG	London	Ordinary Share	GB00B1Z7SF38	ORD 10P

Industry Sector	Turnover	Profit	EPS - Basic	PE Ratio	Market Cap
	0	0		N/A	0

I-Design (LSE:IDG)
Historical Stock Chart

From May 2019 to May 2024

TIDMIDG

RNS Number : 7535X

Cardtronics Creative UK Limited

13 February 2013

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

13 February 2013

RECOMMENDED CASH OFFER

CARDTRONICS CREATIVE UK LIMITED

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

FOR

I-DESIGN GROUP PLC

Summary and highlights

-- The Boards of Cardtronics Creative UK Limited ("Cardtronics UK") and i-design group plc ("i-design") are pleased to announce that they have reached agreement on the terms of a

recommended cash offer to be made by Cardtronics UK, an indirectly wholly-owned subsidiary of Cardtronics, Inc. ("Cardtronics"), for the entire issued and to be issued share capital of i-design.

-- Under the terms of the Offer, i-design Shareholders will be entitled to receive 60 pence in cash for each i-design Share held.

-- The Offer values the entire issued and to be issued share capital of i-design at approximately

GBP8.5 million.

   --       The Offer Price represents a premium of approximately:

- 160.9 per cent. to the Closing Price of 23.0 pence per i-design Share on 12 February 2013, being the last business day prior to the commencement of the Offer Period; and

- 51.1 per cent. to the average Closing Price of approximately 39.7 pence per i-design Share during the 12 months prior to 13 February 2013, being the commencement of the Offer Period.

-- The i-design Directors, who have been so advised by Deloitte, consider the terms of the Offer to be fair and reasonable. In providing its advice to the i-design Directors, Deloitte has taken into account the commercial assessments of the i-design Directors.

-- Accordingly, the i-design Directors intend to recommend unanimously that i-design Shareholders accept the Offer, as they have each undertaken to do so (or procure to be done) in respect of their own entire beneficial holdings of 3,467,941 i-design Shares, representing, in aggregate, approximately 24.6 per cent. of the existing issued share capital of i-design. The i-design Directors have also irrevocably undertaken to accept the Offer in respect of any i-design Shares that they acquire under the i-design Share Schemes, of which options over, in aggregate, 90,000 i-design Shares are considered to be in-the-money at the Offer Price. These 90,000 i-design Shares, together with their existing holdings referred to above, represent approximately 25.0 per cent. of the fully diluted share capital of i-design based on the exercise of all vested options which are in-the-money under the i- design Share Schemes. These irrevocable undertakings will remain binding in the event of a competing offer being made for i-design and will cease to be binding only if the Offer lapses or is withdrawn.

-- Cardtronics and Cardtronics UK have also received irrevocable undertakings to accept the Offer from certain other i-design Shareholders in respect of a total of 5,312,474 i-design Shares in aggregate, representing approximately 37.7 per cent. of the existing issued share capital of i-design.

-- Accordingly, Cardtronics and Cardtronics UK have received irrevocable undertakings to accept (or procure acceptance of) the Offer (including those from the i-design Directors) in respect of a total of 8,780,415 i-design Shares representing approximately 62.2 per cent. of the existing issued share capital of i-design.

-- Further details of these irrevocable undertakings are set out in Appendix III to this Announcement.

-- The Offer Document and Form of Acceptance will be posted to i-design Shareholders and, for information only, participants in the i-design Share Schemes on 13 February 2013.

Commenting on the Offer:

   --       Steve Rathgaber, Chief Executive Officer of Cardtronics, commented:

"At Cardtronics, we gravitate to opportunities and environments where the company can draw multiple sources of revenue from a single ATM by providing additional services. Adding i-design and its capabilities fits that model and makes sense for our shareholders. Cardtronics can leverage its existing financial institution and retailer relationships to expand i-design's global market position, which in-turn enhances the value proposition Cardtronics can offer its customers, as well as consumers using our ATMs."

   --       James Faulds, Chairman of i-design, commented:

"The Board of i-design is pleased to recommend unanimously this Offer from Cardtronics. The Offer will allow i-design Shareholders to realise a significant cash premium for their shares and provide i-design with the opportunity to accelerate its growth and widen its reach in a way not currently available. We believe the Offer is a good outcome for all i-design stakeholders."

DC Advisory is acting as sole financial adviser to Cardtronics and Cardtronics UK. Deloitte is acting as sole financial adviser to i-design.

This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the appendices to it. The Offer will be made subject to the Conditions and certain further terms which are set out in Appendix I to this Announcement and the full conditions and further terms to be set out in the Offer Document and (in respect of i-design Shares held in certificated form, that is, not in CREST) in the Form of Acceptance. Certain capitalised terms used in this Announcement are defined in Appendix IV.

Enquiries:

 
 Cardtronics/Cardtronics UK                           +1 (832) 308 4000 
 Chris Brewster 
 
 DC Advisory (Financial adviser to Cardtronics          +44 (0) 161 362 
  and Cardtronics UK)                                              6800 
 Richard Pulford/Ben Thompson 
 
                                                       +44 (0) 1382 323 
 i-design                                                           000 
 Ana Stewart (Chief Executive)/Ian Sunter (Finance 
  Director) 
 
 Deloitte Corporate Finance (Financial adviser          +44 (0) 20 7936 
  to i-design)                                                     3000 
 James Lewis/Gavin Hood/Craig Lukins 
 
 Westhouse Securities (Nominated adviser and            +44 (0) 20 7601 
  broker to i-design)                                              6100 
 Tom Griffiths 
 
                                                        +44 (0) 20 3178 
 Biddicks (Financial PR adviser to i-design)                       6378 
 Katie Tzouliadis/Alex Shilov

A copy of this Announcement and the irrevocable undertakings will be published on Cardtronics' website at www.cardtronics.comand i-design's website at www.i-designplc.com by no later than 12.00 p.m. on the business day following this Announcement.

Further information

Appendix I sets out the Conditions and certain further terms of the Offer.

Appendix II contains the sources and bases of certain information used in this summary and this Announcement.

Appendix III contains a summary of the irrevocable undertakings currently received (including those of the i-design Directors).

Appendix IV contains definitions of certain terms used in this summary and this Announcement.

IMPORTANT NOTICE

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.

DC Advisory has given and not withdrawn its written consent to the issue of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Deloitte Corporate Finance is acting for i-design and no one else in connection with the Offer and will not be responsible to anyone other than i-design for providing the protections afforded to clients of Deloitte Corporate Finance or for providing advice in relation to the Offer, the contents of this Announcement or any other matters referred to in this Announcement. Deloitte Corporate Finance is a division of Deloitte LLP, which is authorised and regulated in the United Kingdom by the Financial Services Authority in respect of regulated activities.

Deloitte Corporate Finance has given and not withdrawn its written consent to the issue of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

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. The Offer will be made solely through the Offer Document, when issued, and the Form of Acceptance, which will contain the full terms and conditions of the Offer (including details on how to accept the Offer). Any approval, decision or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance or any other document by which the Offer is made. i-design Shareholders are strongly advised to read carefully the formal documentation in relation to the Offer once it has been despatched. It is expected that the Offer Document together with the Form of Acceptance will be posted to i-design Shareholders as soon as is reasonably practicable and in any event within 28 days of this Announcement, unless otherwise agreed with the Panel. This Announcement does not constitute a prospectus or prospectus

equivalent document.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this Announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date. Nothing contained in this Announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Cardtronics or the Cardtronics Group or i-design or the i-design Group except where otherwise stated.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the City Code, any person who is "interested" in one per cent. 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. An "Opening Position Disclosure" by a person to whom Rule 8.3(a) of the City Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any 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 one per cent. 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 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an "interest" in "relevant securities" of an offeree company or a 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 +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an "Opening Position Disclosure" or a "Dealing Disclosure".

Terms in quotation marks are defined in the City 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 of the City Code, you should contact an independent financial adviser authorised by the FSA under the Financial Services and Markets Act 2000 (as amended) or consult the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on +44 (0) 20 7638 0129.

MARKET PURCHASES

In accordance with normal UK market practice, Cardtronics UK or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, i-design Shares outside the United States, other than pursuant to the Offer, during the Offer Period. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Announcement, including information included or incorporated by reference in this Announcement, may contain certain "forward-looking statements" (that is, statements related to future, not past events) concerning the Offer, Cardtronics, Cardtronics UK and/or i-design which are based on the current expectations of Cardtronics UK, i-design or the Cardtronics Responsible Persons (as appropriate) and are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on the Cardtronics Group and/or the i-design Group of the Offer, the expected timing and scope of the Offer, and strategic options and all other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.

Although the Boards of Cardtronics UK and/or i-design and the Cardtronics Responsible Persons (as appropriate) believe that the expectations in such forward-looking statements are reasonable, there are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, unanticipated issues associated with the satisfaction of the Conditions to the Offer; issues associated with obtaining necessary regulatory approvals and the terms and conditions of such approvals; and changes in anticipated costs related to the acquisition of i-design.

Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of Cardtronics, Cardtronics UK nor i-design assumes any obligation, and do not intend, to update or correct the forward-looking statements contained in this Announcement. All subsequent oral or written forward-looking statements attributable to Cardtronics, Cardtronics UK and/or i-design (as appropriate) are expressly qualified in their entirety by the cautionary statement above. Forward-looking statements only speak as of the date on which they are made.

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or to be interpreted to mean that earnings per Cardtronics share or i-design Share for the current or future financial years will necessarily match or exceed the historical published earnings per Cardtronics share or i-design Share (as the case may be).

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 is not the same as 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.

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cardtronics' website at www.cardtronics.com and i-design's website at www.i-designplc.com by no later than 12.00 p.m. on the business day following this Announcement. For the avoidance of doubt, neither the content of the websites referred to above, nor any other website accessible from hyperlinks on either website, is incorporated into or forms part of this Announcement.

You may request a hard copy of this Announcement, free of charge, by calling DC Advisory between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday on 0161 362 6800 from within the UK or +44 161 362 6800 if calling from outside the UK during the course of the Offer. Calls to the 0161 362 6800 number from the UK will be charged at applicable regional / national rates. Calls to the +44 161 362 6800 number 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. You may also request that all future documents, announcements and information sent to you in relation to the Offer is sent to you in hard copy form. Copies of this Announcement will not be provided unless such a request is made.

INFORMATION RELATING TO I-DESIGN SHAREHOLDERS

Please be aware that addresses, electronic addresses and certain other information provided by i-design Shareholders, persons with information rights and other relevant persons for the receipt of communications from i-design may be provided to Cardtronics UK during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

RULE 2.10 DISCLOSURE

In accordance with Rule 2.10 of the City Code, i-design confirms that at the date of this Announcement, there are 14,105,437 i-design Shares in issue and admitted to trading on AIM. The ISIN reference for these securities is GB00B1Z7SF38.

FURTHER INFORMATION

If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser authorised under the Financial Services and Market Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

13 February 2013

RECOMMENDED CASH OFFER

CARDTRONICS CREATIVE UK LIMITED

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

FOR

I-DESIGN GROUP PLC

   1.       Introduction

The Boards of Cardtronics UK and i-design are pleased to announce that they have 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.

   2.       The Offer

Under the terms of the Offer, which is subject to the Conditions and other terms set out in Appendix I to this Announcement, the full terms and conditions to be set out in the Offer Document and also (in relation to i-design Shares held in certificated form, that is, not in CREST) the Form of Acceptance, i-design Shareholders will be entitled to receive:

   for each i-design Share    60 pence in cash

The Offer values the entire issued and to be issued share capital of i-design at approximately GBP8.5 million. The Offer Price represents a premium of approximately:

-- 160.9 per cent. to the Closing Price of 23.0 pence per i-design Share on 12 February 2013, being the last business day prior to the commencement of the Offer Period; and

-- 51.1 per cent. to the average Closing Price of approximately 39.7 pence per i-design Share during the 12 months prior to 13 February 2013, being the commencement of the Offer Period.

The i-design Shares will be acquired by Cardtronics UK pursuant to the Offer fully paid with full title guarantee and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing as at the date of this Announcement or thereafter attaching thereto, including without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the i-design Shares. If any dividend or other distribution in respect of i-design Shares is declared, paid or made on or after the date of this Announcement, Cardtronics UK reserves the right to reduce the consideration payable for each i-design Share under the terms of the Offer by the amount per i-design Share of such dividend or distribution.

The i-design Directors intend to recommend unanimously that all i-design Shareholders accept the Offer. The terms of this recommendation are described in paragraph 4 below.

   3.       Background to and reasons for the Offer

Cardtronics provides convenient consumer financial services through its network of ATMs and multi- function financial services kiosks. Cardtronics believes the Acquisition presents the following opportunities for the Wider Cardtronics Group:

   --       introducing a new and more diverse revenue stream to the Wider Cardtronics Group;

-- enhancing Cardtronics' value proposition to its three stakeholder groups (consumers, retailers and financial institutions) through the addition of a new service offering; and

   --       providing greater exposure to the UK ATM market.

Following completion of the Acquisition, Cardtronics intends to support i-design to develop its business. In particular, Cardtronics believes that the Acquisition will provide the opportunity for i-design to expand its market position by leveraging Cardtronics' relationships with financial institutions to promote its joono ATM campaign management solution and by using Cardtronics' ATM fleet to act as a catalyst for the expansion of the i-design third party ATM advertising capabilities at key retailers.

   4.       Recommendation

The i-design Directors, who have been so advised by Deloitte, consider the terms of the Offer to be fair and reasonable. In providing its advice to the i-design Directors, Deloitte has taken into account the commercial assessments of the i-design Directors.

Accordingly, the i-design Directors intend to recommend unanimously that i-design Shareholders accept the Offer, as they themselves have irrevocably undertaken to do (or procure to be done) in respect of their own entire beneficial holdings comprising, in aggregate, 3,467,941 i-design Shares (representing approximately 24.6 per cent. of the entire existing issued share capital of i-design) as well as any i-design Shares that they acquire under the i-design Share Schemes.

These irrevocable undertakings will remain binding in the event of a competing offer being made for i-design and will cease to be binding only if the Offer lapses or is withdrawn.

   5.       Background to and reasons for the recommendation

The i-design Directors have evaluated the Offer by Cardtronics UK on behalf of i-design Shareholders as a whole. In deciding to recommend the Offer to i-design Shareholders, the i-design Directors have taken into account a number of factors including those outlined below.

i-design's growth strategy is to continue to build its customer base both in the UK and globally by securing further contracts with major ATM owners and suppliers for its marketing and advertising software and services, especially the recently launched joono marketing software. The addition of new customers increases i-design's estate of ATMs deploying its software solution and at the same time can lead to further ATMs becoming available for third party advertising, thereby enlarging i-design's ATM advertising estate.

i-design's full year results announced on 20 December 2012 showed revenue of GBP3.3 million for the 12 months ended 30 September 2012 (2011: GBP3.5 million). Profit before tax for the 12 months ended 30 September 2012 at GBP217,000 was more than double the equivalent prior year end period in 2011 as a result of an increased bias towards software sales. Recent major contract wins demonstrate that i-design continues to make progress with its growth strategy. Currently, i-design's licensed ATM and self service estate stands at circa 30,000 devices.

The i-design Directors understand that a number of factors, including those outlined in paragraph 3 above, led Cardtronics to making an approach for i-design. Cardtronics is the world's largest non-bank ATM operator. It owns and operates a network of over 61,000 ATMs throughout the United States, United Kingdom, Mexico and Canada. It is an existing customer of i-design and has i-design products installed on a proportion of its ATM estate. In July 2011, Cardtronics acquired a further license to incorporate i-design's latest marketing software, joono, into its own offering on a global basis. Having worked closely with i-design as a customer, Cardtronics approached the Board of i-design with an indicative proposal to acquire i-design.

The i-design Directors believe that the advertising market will remain very challenging in the short term but that there are continued long term growth opportunities available to i-design and view the future of the business positively. However, the i-design Directors also consider that a combination with Cardtronics presents an opportunity to accelerate i-design's growth and achieve greater scale and reach in a way not available to i-design in its current form. This includes the opportunity to roll out i-design's products to Cardtronics' extensive ATM portfolio and the ability to leverage Cardtronics' relationships with other major ATM owners. The i-design Directors consider that the Offer recognises this potential and therefore presents an opportunity for i-design Shareholders to realise an attractive cash price for their i-design Shares.

   6.       Management, employees and locations and changes to the i-design Board

Cardtronics values the skills, knowledge and expertise of i-design's existing management and employees and expects them to play an important role in the further development and continuing growth of the i-design business.

In particular, it is Cardtronic's intention that the i-design executive management team will continue in their current roles (save that Ana Stewart and Ian Sunter will each resign from the Board of i-design) and, upon the Offer becoming or being declared unconditional in all respects, Ana Stewart will also become a member of the Cardtronics executive committee. Please also refer to paragraph 12(f) below for details of the Employment Contract Side Letters between i-design and each of Ana Stewart and Ian Sunter which shall take effect, subject to the Offer becoming or being declared unconditional in all respects.

Cardtronics has indicated that the Offer will not have any adverse repercussions on the i-design Group's employees or management and will provide continuity of employment for staff. Non-executive directors James Faulds and Mark Hogarth will each resign from the Board of i-design (together with Ana Stewart and Ian Sunter as referred to above) upon the Offer becoming or being declared unconditional in all respects.

Furthermore, Cardtronics does not intend to change the location of the i-design Group's places of business (Dundee or London) or to redeploy any of i-design's fixed assets or effect a material change in any conditions of employment.

Cardtronics has also confirmed to the i-design Directors that the existing employment rights, including pension rights, of all i-design employees will be fully safeguarded upon the Offer becoming or being declared unconditional in all respects.

Further details about Cardtronics' intentions for the management and employees of i-design will be set out in the Offer Document.

   7.       Management arrangements

Ana Stewart and Ian Sunter have each entered into agreements with Cardtronics and i-design which shall take effect subject to the Offer becoming or being declared unconditional in all respects. Additionally Ralph Hasselgren (a consultant engaged by i-design) has entered into agreements prior to the date of this Announcement with Cardtronics and i-design which shall take effect subject to the Offer becoming or being declared unconditional in all respect. Please refer to paragraph 12 below for details of these arrangements.

Further, as part of Cardtronics' discussions with certain other i-design employees, Cardtronics has reached agreement in principle with Richard Swinfen and James Vincent (both being senior employees of the i-design Group) in relation to the terms of their remuneration. These terms do not differ materially to the current arrangements that each has in place with i-design.

   8.       Irrevocable undertakings

Cardtronics and Cardtronics UK have received irrevocable undertakings to accept (or procure acceptance of) the Offer in respect of a total of, in aggregate, 8,780,415 i-design Shares, representing approximately 62.2 per cent. of the existing issued share capital of i-design.

Further details of these irrevocable undertakings (including details of the circumstances in which they will lapse) are set out in Appendix III to this Announcement.

   9.       Information on i-design

i-design is a leading provider and developer of marketing and advertising software and services for ATM owners. Its newly launched next generation software, joono, enables banks and ATM owners to communicate targeted marketing messages to customers through the ATM and other digital channels. As part of its offering, i-design has a media sales capability, atmAd, which secures third party advertisers and manages third party advertising campaigns. In this way, i-design offers financial institutions the ability both to generate new revenue streams from their ATM/self-service estates and to enhance their customer communications.

Based in Scotland, i-design's business was established in 1991 and the i-design Group launched its marketing solution to financial institutions in 2004. i-design is a public limited company incorporated in Scotland with registered number SC324540.

   10.     Current trading and prospects of i-design

On 20 December 2012, i-design announced its full year results for the 12 months ended 30 September 2012 which showed revenues of GBP3.3 million (2011: GBP3.5 million).

This included the benefit of further major contract wins, including i-design's first licence agreement in Canada which was also i-design's first with channel partner, IBM Canada Limited and a licence agreement with FDR Limited (a branch of First Data Corporation, a global leader in electronic commerce and payment processing). In addition, Barclays Bank plc and Cardtronics have acquired a number of further software licences.

Software licence sales represent i-design's most profitable revenue stream and record software licence sales in the period have helped operating profit to more than double to GBP215,122 (2011: GBP101,316).

The contracts signed in this period demonstrate the appeal and revenue-generating advantages i-design's solution offers to both ATM owners and advertisers. The i-design Directors believe that the advertising market will remain very challenging in the short term but that the i-design Group's longer term growth potential remains encouraging with scope to continue building its ATM customer base as well as third party advertising revenues. The Board of i-design remains positive about the i-design Group's longer term growth prospects.

   11.     Information on Cardtronics and Cardtronics UK

Cardtronics UK is a newly incorporated company formed for the purpose of making the Offer. Cardtronics UK is an indirectly wholly-owned subsidiary of Cardtronics.

Currently listed on the NASDAQ, Cardtronics provides convenient consumer financial services through its network of ATMs and multi-function financial services kiosks which perform other consumer financial services, including bill payments, cheque cashing, remote deposit capture and money transfers. Cardtronics provides services to devices located in the United States as well as in the US territories of Puerto Rico and the US Virgin Islands and also the United Kingdom, Mexico and Canada.

Through its network, Cardtronics provides ATM management and equipment-related services to large retail merchants as well as smaller retailers and operators of facilities such as shopping malls and airports.

Cardtronics also owns and operates the Allpoint network. The Allpoint network provides surcharge-free ATM access to customers of participating financial institutions.

Finally, Cardtronics owns and operates an electronic funds transfer transaction processing platform that provides transaction processing services to its network of ATMs and financial services kiosks as well as other ATMs under managed services arrangements.

   12.     Offer-related arrangements 
   (a)     Confidentiality Agreement

Cardtronics and i-design entered into a confidentiality agreement on 25 September 2012 (the "Confidentiality Agreement") pursuant to which, amongst other things, Cardtronics has undertaken to keep confidential certain non-public information it receives relating to the i-design Group, (ii) to use such information solely for the purpose of calculating a possible offer for i-design, and (iii) not to disclose such information to third parties (other than certain permitted discloses) unless required by law, regulation, a court of competent jurisdiction or any government or competent regulatory authority. The Confidentiality Agreement also includes other customary obligations on Cardtronics, including non-solicitation of employees of the i-design Group.

   (b)     Stock Purchase and Holding Agreement

Cardtronics, Ana Stewart and Ralph Hasselgren entered into a stock purchase and holding agreement on 13 February 2013 (the "Stock Purchase and Holding Agreement"). Under the terms of the Stock Purchase and Holding Agreement, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), Ana Stewart and Ralph Hasselgren have each agreed to invest 20 per cent. of the net after tax cash consideration received by them in connection with the Offer (or Scheme (as the case may be)) in common stock of Cardtronics ("stock"). The stock is to be purchased by Ana Stewart and Ralph Hasselgren in the market via Cardtronics' nominated broker. Ana Stewart and Ralph Hasselgren have each agreed to hold the relevant stock for a minimum period of three years unless: (i) Cardtronics is sold to a third party; (ii) i-design or a material part of the business of i-design is sold other than pursuant to a group re- organisation of the Cardtronics Group; (iii) he/she ceases to be employed by (or, as the case may be, provide services to) i-design; or (iv) the value of the stock falls below an amount equal to 75 per cent. of the average amount paid by him/her for such stock. Ana Stewart and Ralph Hasselgren will be permitted to transfer the stock to a family member or family trust provided that such family member or family trust agrees to be bound by the terms of the Stock Purchase and Holding Agreement. The terms of the Stock Purchase and Holding Agreement will lapse if the Offer has not become or been declared unconditional in all respects (or the Scheme has not become effective (as the case may be)) by 30 June 2013 (or such later date as agreed between the parties).

   (c)      Deed of Restrictive Covenants

Cardtronics, i-design, Ana Stewart and Ralph Hasselgren entered into a deed of restrictive covenants on 13 February 2013 (the "Deed of Restrictive Covenants"). Under the terms of the Deed of Restrictive Covenants, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), Ana Stewart and Ralph Hasselgren have agreed to non-compete and non-solicitation restrictions for a period of three years (save that in the event Ana Stewart's employment is terminated by i-design after the first anniversary of the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)) other than for gross misconduct then the period of her non-compete restriction shall be reduced to 12 months from the earlier of: (i) the date on which notice of termination was served by i-design; and (ii) the date of termination of her employment) from the date the Offer becomes or is declared unconditional in all respects (or the Scheme has become effective (as the case may be)). In particular, Ana Stewart and Ralph Hasselgren have agreed not to compete with i-design's business of:

(i) ATM and/or kiosk manufacturing and deployment; and/or (ii) providing advertising software and media sales solutions for digital out-of-home advertising, and not to solicit employees, customers or suppliers (to the extent that they have had material dealings with such customers and suppliers in the 12 months prior to the Offer becoming or being declared unconditional in all respects) of i-design. Ana Stewart and Ralph Hasselgren have each also agreed not to disclose any confidential information of i- design (unless required to do so by law) or make use of any brand or product names of i-design. The terms of the Deed of Restrictive Covenants will lapse if the Offer has not become or been declared unconditional in all respects (or the Scheme has not become effective (as the case may be)) by 30 June 2013.

   (d)     Deed of IPR Assignment

i-design Multi Media Limited ("IMM") and Ralph Hasselgren entered into a deed of assignment of intellectual property rights on 13 February 2013 (the "Deed of IPR Assignment"). Under the terms of the Deed of IPR Assignment, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), Ralph Hasselgren has agreed to assign to IMM all intellectual property rights created or coming into existence as a result of work carried out by Ralph Hasselgren for IMM or any other member of the i-design Group to the extent that such intellectual property rights had not already been assigned. The terms of the Deed of IPR Assignment will lapse if the Offer has not become or been declared unconditional in all respects (or the Scheme has not become effective (as the case may be)) by 30 June 2013.

   (e)     Consultancy Agreement

i-design and Ralph Hasselgren entered into a Consultancy Agreement on 13 February 2013 (the "Consultancy Agreement"). Under the terms of the Consultancy Agreement, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), Ralph Hasselgren has agreed to provide software consultancy services to i-design for a period of three years from the date of the Offer becoming unconditional or being declared in all respects (or the Scheme becoming effective (as the case may be)). The Consultancy Agreement will terminate automatically on the expiry of the three year term, unless terminated earlier by i-design giving three months' written notice to Ralph Hasselgren. The terms of the Consultancy Agreement will lapse if the Offer has not become or been declared unconditional in all respects (or the Scheme has not become effective (as the case may be)) by 30 June 2013.

   (f)      Employment Contract Side Letters

Ana Stewart and Ian Sunter each entered into side letters with i-design on 13 February 2013 (together the "Employment Contract Side Letters") which, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), shall make amendments to their current contracts. The Employment Contract Side Letters confirm that the current annual base salary of Ana Stewart and Ian Sunter shall increase to GBP120,000 and GBP103,450 respectively. In addition, the Employment Contract Side Letters confirm that Ana Stewart and Ian Sunter are eligible to participate in the Cardtronics Annual Long Term Equity Incentive Plan, Ana Stewart is eligible to participate in the Cardtronics Annual Executive Cash Incentive Plan and Ian Sunter is entitled to participate in the Cardtronics Cash Incentive Plan.

   (g)     Restricted Stock Award Letters and Restricted Stock Agreements

Ana Stewart, Ian Sunter and Ralph Hasselgren each entered into Restricted Stock Award Letters and Restricted Stock Agreements with Cardtronics on 13 February 2013. Under the terms of her Restricted Stock Award Letter and Restricted Stock Agreement, Ana Stewart will, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), be granted 15,000 shares of Cardtronics Restricted Stock. Subject to certain provisions, these shares will vest in full on the third anniversary of their date of grant. Under the terms of his Restricted Stock Award Letter and Restricted Stock Agreement, Ian Sunter will, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), be granted 2,000 shares of Cardtronics Restricted Stock. Subject to certain provisions, these shares will vest in four equal instalments on the first, second, third and fourth anniversaries of their date of grant. Under the terms of his Restricted Stock Award Letter and Restricted Stock Agreement, Ralph Hasselgren will, subject to the Offer becoming or being declared unconditional in all respects (or the Scheme becoming effective (as the case may be)), be granted 5,000 shares of Cardtronics Restricted Stock. Subject to certain provisions, these shares will vest in four equal instalments on the first, second, third and fourth anniversaries of their date of grant.

Deloitte, financial adviser to i-design, consider the terms of the Management Arrangements to be fair and reasonable.

   13.     Financing arrangements for the Offer

Cardtronics UK will fund the cash consideration payable under the terms of the Offer from its existing cash resources.

Full implementation of the Offer would result in consideration of approximately GBP8.5 million being payable to i-design Shareholders and the participants in the i-design Share Schemes.

   14.     Cash confirmation

DC Advisory, financial adviser to Cardtronics and Cardtronics UK, has confirmed that it is satisfied that sufficient resources are available to Cardtronics UK to satisfy in full the cash consideration payable to i- design Shareholders under the terms of the Offer and participants in the i-design Share Schemes under the proposals to be made to such participants.

   15.     i-design Share Schemes

The Offer will extend to any i-design Shares unconditionally allotted or issued and fully paid (or credited as fully paid) on or prior to the date on which the Offer closes (or, such earlier date as Cardtronics UK may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes or is declared unconditional as to acceptances) pursuant to the exercise of options under any of the i-design Share Schemes.

Cardtronics UK will make appropriate proposals in due course to the participants in the i-design Share Schemes. Details of these proposals will be set out in the Offer Document. As at the close of business on 12 February 2013, being the last practicable date prior to the publication of this Announcement, options over a maximum of 130,000 i-design Shares with an exercise price of less than the Offer Price are outstanding under the i-design Share Schemes.

   16.     Disclosure of interests

As at the close of business on 12 February 2013, being the last practicable date prior to the publication of this Announcement, save for the information set out in paragraph 8 above, none of Cardtronics or Cardtronics UK or any of their directors or any of their partners or (so far as the Cardtronics UK Directors and Cardtronics Responsible Persons are aware) any person acting, or deemed to be acting, in concert with Cardtronics or Cardtronics UK for the purposes of the Offer has:

(a) 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");

(b) any short position in Relevant i-design Securities (whether conditional or absolute and whether in-the-money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

(c) procured an irrevocable commitment or letter of intent to accept or vote in favour of the Offer in respect of Relevant i-design Securities; or

(d) borrowed or lent any Relevant i-design Securities (except for any borrowed i-design Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant i-design Securities.

None of Cardtronics or Cardtronics UK or any of their directors or any of their partners or (so far as the Cardtronics UK Directors and Cardtronics Responsible Persons are aware) any person acting, or deemed to be acting, in concert with Cardtronics or Cardtronics UK for the purposes of the Offer has dealt in any Relevant i-design Securities in the 12 months prior to 13 February 2013.

For these purposes, "arrangement" includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant i-design Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this Announcement, Cardtronics UK has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Panel and, if appropriate, will be disclosed to i-design Shareholders.

   17.     Compulsory acquisition, cancellation of trading and re-registration

If Cardtronics UK receives acceptances under the Offer in respect of, and/or otherwise acquires or contracts to acquire, 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, and assuming all other Conditions and further terms of the Offer have been satisfied or waived (if capable of being waived), 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.

If the Offer becomes or is declared unconditional in all respects and if sufficient acceptances are received under the Offer (being acceptances in respect of 75 per cent. or more of the voting rights of i-design), Cardtronics UK intends, subject to the requirements of the AIM Rules, to procure that i-design makes an application to the London Stock Exchange for the cancellation of the admission to trading of the i-design Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. Cancellation of the admission of i-design Shares to trading on AIM would significantly reduce the liquidity and marketability of any i-design Shares in respect of which acceptances of the Offer are not submitted.

Following the Offer becoming or being declared unconditional in all respects and after the cancellation of the admission of i-design Shares to trading on AIM, 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.

   18.     Structure of the Offer and anticipated timetable

The Offer is an offer for cash on the basis described in paragraph 2 above.

The Offer is proposed to be implemented by way of takeover offer within the meaning of Part 28 of the Companies Act.

Cardtronics UK will dispatch the Offer Document and Form of Acceptance to i-design Shareholders and, for information only, to participants in the i-design Share Schemes on 13 February 2013.

   19.     Documents on display

Copies of the following documents will be made available on i-design's and Cardtronics' websites at www.cardtronics.com and www.i-designplc.com respectively by no later than 12.00 p.m. on the business day following this Announcement until the end of the Offer Period:

   (a)     this Announcement; 
   (b)     the irrevocable undertakings referred to in paragraph 8 above and Appendix III; and 
   (c)     the Confidentiality Agreement; 
   (d)     the Stock Purchase and Holding Agreement; 
   (e)     the Deed of Restrictive Covenants; 
   (f)     the Deed of IPR Assignment; 
   (g)     the Consultancy Agreement; 
   (h)     the Employment Contract Side Letters; and

(i) the Restricted Stock Award Letters and Restricted Stock Agreements for each of Ana Stewart, Ian Sunter and Ralph Hasselgren.

   20.     General

There are no agreements or arrangements to which Cardtronics UK is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.

Your attention is drawn to the further information contained in the Appendices which form part of this Announcement.

The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix I to this Announcement form part of, and should be read in conjunction with, this Announcement.

Appendix II contains the sources and bases of certain information used in this summary and the following Announcement.

Appendix III contains a summary of the irrevocable undertakings currently received (including those of the i-design Directors).

Appendix IV to this Announcement contains definitions of certain terms used in this Announcement. The Offer will be subject to the applicable requirements of the City Code.

Enquiries:

 
 Cardtronics/Cardtronics UK                           +1 (832) 308 4000 
 Chris Brewster 
 
 DC Advisory (Financial adviser to Cardtronics          +44 (0) 161 362 
  and Cardtronics UK)                                              6800 
 Richard Pulford/Ben Thompson 
 
                                                       +44 (0) 1382 323 
 i-design                                                           000 
 Ana Stewart (Chief Executive)/Ian Sunter (Finance 
  Director) 
 
 Deloitte Corporate Finance (Financial adviser          +44 (0) 20 7936 
  to i-design)                                                     3000 
 James Lewis/Gavin Hood/Craig Lukins 
 
 Westhouse Securities (Nominated adviser and            +44 (0) 20 7601 
  broker to i-design)                                              6100 
 Tom Griffiths 
 
                                                        +44 (0) 20 3178 
 Biddicks (Financial PR adviser to i-design)                       6378 
 Katie Tzouliadis/Alex Shilov

IMPORTANT NOTICE

DEALING DISCLOSURE REQUIREMENTS

MARKET PURCHASES

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Announcement, including information included or incorporated by reference in this Announcement, may contain certain "forward-looking statements" (that is, statements related to future, not past events) concerning the Offer, Cardtronics, Cardtronics UK and/or i-design which are based on the current expectations of Cardtronics UK, i-design or the Cardtronics Responsible Persons (as appropriate) are subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on the Cardtronics Group and/or the i-design Group of the Offer, the expected timing and scope of the Offer, and strategic options and all other statements in this Announcement other than historical facts. Forward-looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future.

OVERSEAS I-DESIGN SHAREHOLDERS

PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES

A copy of this Announcement and the display documents required to be published pursuant to Rule 26.1 of the City Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Cardtronics' website at www.cardtronics.com and i-design's website at www.i- designplc.com by no later than 12.00 p.m. on the business day following this Announcement. For the avoidance of doubt, neither the content of the websites referred to above, nor any other website accessible from hyperlinks on either website, is incorporated into or forms part of this Announcement.

INFORMATION RELATING TO I-DESIGN SHAREHOLDERS

RULE 2.10 DISCLOSURE

FURTHER INFORMATION

Appendix I

Conditions and certain further terms of the Offer

Section A: Conditions of the Offer

   1.       The Offer will be subject to the following conditions:

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. (London time) on the First Closing Date (or such later time(s) and/or date(s) as Cardtronics UK may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as Cardtronics UK may decide) in nominal value of the i-design Shares to which the Offer relates and that represents not less than 90 per cent. (or such lower percentage as Cardtronics UK may decide) of the voting rights carried by the i-design Shares to which the Offer relates, provided that this condition will not be satisfied unless Cardtronics UK and/or any other member of the Cardtronics Group shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) i-design Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of i- design. For the purpose of this condition:

(i) i-design Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry upon issue;

(ii) valid acceptances shall be deemed to have been received in respect of i-design Shares which are treated for the purposes of sections 979(8) and 979(9) of the Companies Act as having been acquired or contracted to be acquired by Cardtronics UK by virtue of acceptances of the Offer; and

(iii) the expression "i-design Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(b) no central bank, government or governmental, quasi governmental, supranational, statutory, administrative or regulatory or investigative body, authority (including any anti-trust or merger control authority), court, trade agency, association, institution, professional or environmental body or any other person or body whatsoever in any jurisdiction (each a "Relevant Authority") having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or having required any action to be taken or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or taken any other steps, and there not continuing to be outstanding any statute, regulation, order or decision, which would or might be reasonably likely to (in any case which would or might reasonably be expected to be material in the context of the Wider i-design Group, or Wider Cardtronics Group, as the case may be, each taken as a whole):

(i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares or securities in, or control or management of, any member of the Wider i-design Group by any member of the Wider Cardtronics Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise materially restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose material additional conditions or obligations with respect thereto, or require material amendment thereof or otherwise materially impede, challenge or interfere therewith;

(ii) require, prevent or materially delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Cardtronics Group or by any member of the Wider i-design Group of all or any part of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any part thereof) or own or control or manage any of their respective assets or property (or any part thereof);

(iii) impose any limitation on, or result in a material delay in, the ability of any member of the Wider Cardtronics Group, directly or indirectly, to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or loans or securities convertible into shares or any other securities in i-design (or any member of the Wider i-design Group) or on the ability of any member of the Wider i-design Group or any member of the Wider Cardtronics Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise management control over, any member of the Wider i- design Group;

(iv) other than pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Cardtronics Group or the Wider i-design Group to acquire or to offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider i-design Group or any asset owned by any third party;

(v) impose any limitation on the ability of any member of the Wider Cardtronics Group or the Wider i-design Group to conduct or integrate or coordinate its business (or any part of it) with the businesses (or any part of the businesses) of any other member of the Wider i-design Group or the Wider Cardtronics Group;

(vi) result in any member of the Wider i-design Group ceasing to be able to carry on business under any name under which it presently does so; or

(vii) otherwise materially adversely affect all or any of the assets, business, profits or financial or trading position or prospects of any member of the Wider Cardtronics Group or the Wider i-design Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(c) all notifications, filings or applications which are necessary or deemed by Cardtronics UK (acting reasonably) to be necessary having been made in connection with the Offer and the acquisition or proposed acquisition of any shares or securities in, or control or management of, any member of the Wider i-design Group taken as a whole, by any member of the Wider Cardtronics Group and all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals ("Authorisations") necessary or reasonably deemed appropriate in any jurisdiction for, or in respect of, the Offer and the acquisition or proposed acquisition of any shares or securities in, or control or management of, any member of the Wider i-design Group by any member of the Wider Cardtronics Group and to carry on the business of any member of the Wider i-design Group or the Wider Cardtronics Group having been obtained in terms and in a form reasonably satisfactory to Cardtronics UK from all necessary or reasonably considered to be appropriate Relevant Authorities and (without prejudice to the generality of the foregoing) from persons or bodies with whom any member of the Wider Cardtronics Group or the Wider i-design Group has entered into contractual arrangements and all such Authorisations which are necessary or reasonably considered to be appropriate to carry on the business of any member of the Wider i-design Group remaining in full force and effect at the time at which the Offer becomes unconditional in all respects and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(d) save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider i-design Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject and which, as a consequence of the Offer or the acquisition or proposed acquisition of any shares or securities in, or control or management of, any member of the Wider i-design Group taken as a whole, by any member of the Wider Cardtronics Group would reasonably be expected to result in (to an extent in any such case which is material in the context of the Wider i-design Group taken as a whole):

(i) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member of the Wider i- design Group or any such security (whenever created, arising or having arisen) being enforced or becoming enforceable;

(ii) any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any such member of the Wider i-design Group, being or becoming repayable or being capable of being declared repayable immediately or prior to its or their stated maturity date or repayment date, or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(iii) any such arrangement, agreement, licence, permit, franchise or other instrument or the rights, liabilities, obligations or interests of any such member of the Wider i-design Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder

(iv) the rights, liabilities, obligations or interests of any member of the Wider i-design Group in, or the business of any such member with, any person, firm, company, body or venture (or any agreement(s) or arrangement(s) relating to any such interest or business) being terminated, adversely modified or adversely affected;

(v) any member of the Wider i-design Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) any assets or interests of any member of the Wider i-design Group being disposed of or charged, or any right arising under which any such asset or interest could be required to be disposed of or charged, other than in the ordinary course of business;

(vii) the business, assets, value, financial or trading position, profits, prospects or operational performance of any member of the Wider i-design Group being prejudiced or adversely affected;

(viii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider i-design Group; or

(ix) any liability of any member of the Wider i-design Group to make any severance, termination, bonus or other payment to any of its directors or other officers;

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider i-design Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs 1(d)(i) to 1(d)(ix), in each case to an extent which is material in the context of the Wider i-design Group taken as a whole;

   (e)      save as Disclosed, no member of the Wider i-design Group since 30 September 2012 having:

(i) issued, agreed to issue or proposed or authorised the issue or grant of additional shares or securities of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save for as between i-design and wholly-owned subsidiaries of i-design or between the wholly-owned subsidiaries of i-design and save for options and/or awards granted under the i-design Share Schemes, in each case before the date hereof), or redeemed, purchased, reduced or repaired or made any other change to any part of its share capital or other securities;

   (ii)           sold or transferred or agreed to sell or transfer any treasury shares;

(iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than to i- design or a wholly-owned subsidiary of i-design;

(iv) issued, authorised or proposed the issue of, or made any change in or to, any debentures or (save in the ordinary course of business and save as between i-design and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or become subject to any actual or contingent liability, to an extent which is material in the context of the Wider i-design Group taken as a whole;

(v) entered into, proposed or authorised, or announced its intention to enter into or authorise, any reconstruction, amalgamation, transaction or arrangement, in respect of itself or another member of the Wider i-design Group (and in any case otherwise than in the ordinary course of business or as between i-design and wholly-owned subsidiaries of i-design), which is material in the context of the Wider i-design Group taken as a whole;

(vi) entered into, varied or authorised or proposed entry into or variation of, or announced its intention to enter into or vary the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any service agreement or other agreement or arrangement with any director or senior executive of any member of the Wider i-design Group;

(vii) waived, compromised or settled any claim which is material in the context of the Wider i- design Group taken as a whole;

(viii) entered into, varied or authorised or proposed entry into or variation of, or announced its intention to enter into, vary or authorise the terms of or made any offer (which remains open for acceptance) to enter into, vary or authorise the terms of, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary course of business) which: (A) is of a long term, unusual or onerous nature or magnitude; or (B) is or is reasonably likely to be restrictive to the business of any member of the Wider i-design Group to an extent which is material to the i-design Group taken as a whole; or (C) involves or could reasonably be expected to involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider i-design Group taken as a whole;

(ix) other than by a wholly-owned member of the i-design Group, purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect of the matters mentioned in condition 1(e)(i) above, made any other material change to any part of its share capital;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action nor had any steps taken or legal proceedings started or threatened against it or petition presented or order made for its winding-up (voluntary or otherwise), dissolution or reorganisation or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of it or any of its assets or revenues (or any analogous proceedings in any jurisdiction or had any such person appointed);

(xi) been unable, or admitted in writing that is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having 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;

(xii) save as between i-design and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed or announced any intention to do so or to any material change in its loan capital, in each case to an extent which is material in the context of the Wider i-design Group taken as a whole;

(xiii) made any material alteration to its articles of association or other constitutional documents;

(xiv) proposed, agreed to or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider i-design Group (other than to allow the cashless exercise of options held under the i-design Share Schemes) in a manner which is material in the context of the Wider i-design Group taken as a whole; or

(xv) entered into any contract, commitment, agreement or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

   (f)        save as Disclosed, since 30 September 2012:

(i) there having been no adverse change or deterioration in the business, assets, financial or trading position or profits of i-design or any other member of the Wider i-design Group which is material in the context of the Wider i-design Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider i-design Group and no enquiry or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Wider i- design Group having been instituted, threatened or announced by or against or remaining outstanding in respect of any member of the Wider i-design Group which in any such case is or is reasonably likely to be material in the context of the Wider i-design Group taken as a whole;

(iii) no contingent or other liability in respect of any member of the Wider i-design Group having arisen or been incurred, become apparent or increased which would reasonably be expected to adversely affect any member of the Wider i-design Group in a manner which is material in the context of the Wider i-design Group taken as a whole; or

(iv) no steps having been taken, and no omission having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider i-design Group which is necessary for the proper carrying on of its business and where such withdrawal, cancellation, termination or modification would be material in the context of the Wider i-design Group, taken as a whole;

   (g)        save as Disclosed, Cardtronics UK not having discovered that:

(i) the financial, business or other information concerning the Wider i-design Group publicly announced or disclosed at any time to any member of the Wider Cardtronics Group by or on behalf of any member of the Wider i-design Group, is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading which has not been corrected by being Disclosed, in each case to an extent which is material in the context of the Wider i-design Group taken as a whole in the context of the Offer;

(ii) any member of the Wider i-design Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider i-design Group taken as a whole in the context of the Offer;

(iii) any past or present member of the Wider i-design Group has not complied with OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act of 1977;

(iv) any past or present member of the Wider i-design Group has not complied with any and all applicable laws and regulations of any relevant jurisdiction relating to the use, treatment, handling, transport, release, emission, disposal, discharge, deposit, spillage or leak of waste or hazardous or harmful substances on or about or from any land or property of any description or other asset now or previously owned, occupied or made use of by any past or present member of the Wider i-design Group which non-compliance would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the Wider i-design Group which is material in the context of the Wider i-design Group taken as a whole;

(v) there has been a disposal, spillage, emission, discharge or leak of waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health on, or from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the wider i-design Group, or in which any such member may now or previously have had an interest, which would be reasonably likely to give rise to any liability (whether actual or contingent) on the part of any member of the wider i- design Group to an extent which would be material in the context of the wider i-design Group taken as a whole;

(vi) there is or is reasonably likely to be any obligation or liability (whether actual or contingent) of any past or present member of the Wider i-design Group to or requirement to make good, repair, reinstate or clean-up any property, asset or any controlled waters now or previously owned, occupied, operated or made use of by any past or present member of the Wider i- design Group, in any case to an extent which is material in the context of the Wider i-design Group taken as a whole; or

(vii) any information which affects the import of any information Disclosed to an extent which is material in the context of the Wider i-design Group as a whole.

2. Cardtronics reserves the right to waive all or any of conditions 1(b) to 1(g) (inclusive) above, in whole or in part. Except with the consent of the Panel, the Offer will lapse unless conditions 1(b) to 1(g) (inclusive) of the Offer set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by Cardtronics UK in its opinion to be or to remain satisfied by midnight (London time) on the date which is 21 days after the later of the First Closing Date and the date on which condition 1(a) is satisfied (or in each case such later date as Cardtronics UK may, with the consent of the Panel, decide). Cardtronics UK shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the conditions 1(b) to 1(g) (inclusive) by any date earlier than the latest date specified above for satisfaction of that condition notwithstanding that the other conditions to the Offer may at such earlier date have been waived or satisfied and that there are at such earlier date no circumstances indicating that any such conditions may not be capable of fulfilment or satisfaction.

3. If Cardtronics UK is required by the Panel to make an offer for i-design Shares under the provisions of Rule 9 of the City Code, Cardtronics UK may make such alterations to the conditions as are necessary to comply with the provisions of that Rule.

Section B: Certain Further Terms of the Offer

4. The Offer will lapse (unless otherwise agreed by the Panel) if it is referred to the Competition Commission in the United Kingdom before the later of 1.00 p.m. (London time) on the First Closing Date and the date on which the Offer becomes or is declared unconditional as to acceptances.

5. If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Cardtronics UK shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

6. Cardtronics UK reserves the right to elect with the agreement of i-design (and the consent of the Panel (where necessary)) to implement the acquisition of the i-design Shares by way of a Court- sanctioned scheme of arrangement under Part 26 of the Companies Act. In such event, the Scheme will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which apply to the Offer. In particular, condition 1(a) will not apply and the Scheme will become effective and binding following:

(i) approval at the Court Meeting (or any adjournment thereof) by a majority in number of the i-design Shareholders present and voting, either in person or by proxy, representing 75 per cent. or more in value of the i-design Shares held by such holders;

(ii) the resolution(s) required to approve and implement the Scheme and approve any Reduction of Capital and to be set out in the notice of General Meeting of i-design Shareholders being passed by the requisite majorities at such General Meeting; and

(iii) the sanction of the Scheme and confirmation of any Capital Reduction by the Court (in both cases with or without modifications, on terms reasonably acceptable to i-design and Cardtronics UK) and, if the Court orders, an office copy of the order of the Court sanctioning the Scheme and confirming the Capital Reduction (and the requisite statement of capital attached thereto) being delivered for registration to the Registrar of Companies in Scotland.

7. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8. i-design Shares acquired under the Offer will be acquired fully paid with full title guarantee and free from all liens, equitable interests, charges encumbrances, rights of pre-emption and any other third party rights or interests and together with all rights existing as at the date of this Announcement or thereafter attaching thereto including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the i-design Shares. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by i-design in respect of an i-design Share on or after the date of this Announcement, the price payable under the Offer in respect of an i-design Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the i-design Share is or will be transferred pursuant to the Offer on a basis which entitles Cardtronics UK alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of an i-design Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that i-design Share will be obliged to account to Cardtronics UK for the amount of such dividend or distribution or return of capital.

9. Under Rule 13.5(a) of the City Code, Cardtronics UK may only invoke a condition so as to cause the Offer not to proceed, to lapse or to be withdrawn where the circumstances give rise to the right to invoke the condition are of material significance to Cardtronics UK in the context of the Offer. Condition 1(a) is not subject to Rule 13.5(a) of the City Code.

10. The Offer will be governed by English law, will be subject to the jurisdiction of the English courts and will be subject to the terms and conditions set out above and those further terms that will be set out in the Offer Document and in the Form of Acceptance. The Offer will also comply with the City Code and the AIM Rules.

Appendix II

Sources of information and bases of calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the following bases and sources have been used:

1. the financial information relating to i-design has been extracted or derived (without material adjustment) from the audited consolidated financial statements for the i-design Group for the financial years ended 30 September 2011 and 30 September 2012;

2. the value of the Offer is calculated on the basis of the fully diluted number of i-design Shares in issue referred to in paragraph 3 below;

3. the fully diluted share capital of i-design (being 14,235,437 i-design Shares) is calculated on the basis of 14,105,437 i-design Shares in issue on 12 February 2013, and in addition up to a maximum of 130,000 further i-design Shares which are considered to be in-the-money at the Offer Price and may be issued on or after the date of this Announcement following the exercise of options, or settled via alternative means or via the vesting of options under the i-design Share Schemes;

4. unless otherwise stated, all prices and Closing Prices for i-design Shares are closing middle market quotations derived from the AIM appendix to the Daily Official List; and

5. for the purposes of comparison to the Offer Price, the average Closing Price of 39.7 pence per i-design Share during the 12 months prior to 13 February 2013 is rounded to one decimal place.

Appendix III Irrevocable undertakings

   (A)     Directors' irrevocable undertakings

Cardtronics and Cardtronics UK has received irrevocable undertakings from each of the i-design Directors to accept (or procure acceptance of) the Offer in respect of their entire beneficial holdings of 3,467,941 i-design Shares, representing, in aggregate, approximately 24.6 per cent. of the existing issued share capital of i-design. The i-design Directors have also irrevocably undertaken to accept the Offer in respect of any i-design Shares that they acquire under the i-design Share Schemes, of which options over, in aggregate, 90,000 i-design Shares are considered to be in-the-money at the Offer Price. These 90,000 i-design Shares, together with their existing holdings referred to above, represent, in aggregate, approximately 25.0 per cent. of the fully diluted share capital of i-design based on the exercise of all vested options which are in-the- money at the Offer Price under the i-design Share Schemes.

 
 Name of i-design      Number of i-design                   Number of in-the-money 
                                   Shares                                  options 
 Director             in respect of which   Percentage of     over i-design Shares 
  giving                                         existing               in respect 
 undertaking         undertaking is given    issued share     of which undertaking 
                                                  capital                 is given 
 
 James Faulds                  1,102,840*            7.8%                        - 
 Ana Stewart                    2,272,844           16.1%                        - 
 Ian Sunter                        63,591            0.5%                   90,000 
 Mark Hogarth                      28,666            0.2%                        - 
 Total                          3,467,941           24.6%                   90,000

* This includes 471,000 i-design Shares held by Fontmerle Limited, a company of which James Faulds is a director.

These irrevocable undertakings will cease to be binding if:

(i) the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree);

(ii) should the Acquisition be implemented by way of a Scheme, the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within 28 days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require);

   (iii)       the Panel requires that the Acquisition not be made; or

(iv) the Acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the Acquisition by way of a Scheme rather than by way of the Offer or vice versa.

   (B)     Other undertakings

Cardtronics and Cardtronics UK have also received irrevocable undertakings from certain other i-design Shareholders to accept the Offer in respect of, in aggregate, 5,312,474 i-design Shares, representing, in aggregate, approximately 37.7 per cent. of the existing issued share capital of i-design. James Vincent (an employee of the i-design Group) has also irrevocably undertaken to accept the Offer in respect of any i-design Shares that he acquires under the i-design Share Schemes, of which options over, in aggregate, 40,000 i- design Shares are considered to be in-the-money at the Offer Price. These 40,000 i-design Shares together with the irrevocable undertakings received from the other i-design Shareholders referred to above, represent, in aggregate, approximately 62.6 per cent. of the fully diluted share capital of i-design based on the exercise of all vested options which are in-the-money at the Offer Price under the i-design Share Schemes.

 
                        Number of i-design                   Number of in-the-money 
 Name of i-design                   Shares                                  options 
 Shareholder                 in respect of   Percentage of     over i-design Shares 
  giving                             which        existing               in respect 
                            undertaking is    issued share     of which undertaking 
 undertaking                         given         capital                 is given 
 
 Ralph Hasselgren                1,550,000           11.0%                        - 
 Richard Swinfen                   420,500            3.0%                        - 
 James Vincent                           -               -                   40,000 
 Sigma Technology 
  Management                    1,804,763*           12.8%                        - 
 Hargreave Hale 
  Limited**                        535,000            3.8%                        - 
 Rathbone Nominees 
  Limited                          345,711            2.5%                        - 
 Scottish Enterprise               656,500            4.7%                        - 
 Total                           5,312,474           37.7%                   40,000

* This represents the total number of i-design Shares held by funds which Sigma Capital has ultimate control and includes i-design Shares held by the Sigma Funds and Sigma Technology Management.

** For and on behalf of Marlborough Fund Managers.

The irrevocable undertakings given by Ralph Hasselgren, Richard Swinfen and James Vincent will cease to be binding:

(i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within 28 days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree);

(ii) should the Acquisition be implemented by way of a Scheme, if the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within 28 days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require);

   (iii)       if the Panel requires that the Acquisition not be made; or

(iv) if the Acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics UK has elected to switch so as to proceed with the Acquisition by way of a Scheme rather than by way of the Offer or vice versa.

The irrevocable undertaking given by Sigma Technology Management will cease to be binding:

(i) if the Offer Document and the Form of Acceptance are not posted to i-design Shareholders within three days of the date of this Announcement (or such later date as Cardtronics and i-design may, with the consent of the Panel, agree);

(ii) should the Acquisition be implemented by way of a Scheme, if the Scheme Document and appropriate form(s) of proxy are not posted to i-design Shareholders within seven days from the date of the press announcement announcing the change in structure (or such other date as the Panel may require);

   (iii)       if the Panel requires that the Acquisition not be made; or

(iv) if the Acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the Acquisition by way of a Scheme rather than by way of the Offer or vice versa.

The irrevocable undertakings given by Hargreave Hale Limited ("Hargreave Hale"), Rathbone Nominees Limited ("Rathbone Nominees") and Scottish Enterprise will cease to be binding:

   (iii)       if the Panel requires that the Acquisition not be made;

(iv) if the Acquisition lapses, is withdrawn at any time or is not implemented, provided that the reason for such lapse, withdrawal or lack of implementation is not because Cardtronics has elected to switch so as to proceed with the Acquisition by way of a Scheme rather than by way of the Offer or vice versa; or

(v) if an Alternative Offer (as defined below) has been announced by a third party in accordance with the requirements of Rule 2.7 of the City Code. An "Alternative Offer" means an offer by a third party for the entire issued and to be issued share capital of i-design (other than any shares held by such third party or persons acting in concert with it) which the financial adviser to i-design determines (acting reasonably) represents at least a 10 per cent. premium to the value of the Acquisition. In such event Cardtronics and each of Hargreave Hale, Rathbone Nominees and Scottish Enterprise agree that where, within 96 hours of the announcement of such Alternative Offer, Cardtronics further announces a revised Acquisition in accordance with Rule 2.7 of the City Code, which the financial adviser to i-design determines (acting reasonably) values the i-design Shares at the same or a higher price than under the Alternative Offer, the irrevocable undertakings given by Hargreave Hale, Rathbone Nominees and Scottish Enterprise will remain in force.

   Appendix IV   Definitions of terms used

In this Announcement, the following words and expressions have the following meanings, unless the context requires otherwise:

"Acquisition" the proposed acquisition of the entire issued and to be issued share capital of i-design by Cardtronics UK to be effected by means of the Offer (or, if Cardtronics so elects, a Scheme) and, where the context permits, any subsequent variation, revision, extension or renewal thereof;

"AIM" the AIM market of the London Stock Exchange;

"AIM Rules" the London Stock Exchange's "AIM Rules for Companies" publication;

"Announcement" this announcement of the Offer made pursuant to and in

accordance with  Rule  2.7   of   the   City   Code   dated 13 February 2013; 
   "ATM"                                                       automated teller machine;

"Board" the board of directors of the relevant company;

"business day" a day (excluding Saturdays, Sundays and public holidays) on which clearing banks are generally open for business in the City of London and Edinburgh;

"Capital Reduction" any proposed reduction of i-design's share capital to be provided for by a Scheme;

"Cardtronics" Cardtronics, Inc. a corporation organised under the laws of the state of Delaware, USA;

"Cardtronics Cash Incentive Plan" the cash incentive plan adopted by the Cardtronics executive

management on an annual basis;

"Cardtronics Annual Executive the Cardtronics Annual Executive Cash Incentive Plan

   Cash Incentive Plan"                                  adopted in 2010; 
   "Cardtronics Annual Long Term                the Cardtronics Annual Long Term Equity Incentive Plan 
   Equity Incentive Plan"                                adopted in 2011;

"Cardtronics Group" Cardtronics and its subsidiaries and subsidiary undertakings, associated undertakings and any other undertaking in which Cardtronics and/or such undertakings (aggregating their interest) have a Substantial Interest;

   "Cardtronics Responsible Persons"             the Cardtronics UK Directors;

"Cardtronics Restricted Stock" common stock of $0.0001 each in the capital of Cardtronics;

"Cardtronics UK" Cardtronics Creative UK Limited, a private limited company registered in England and Wales with registered number 8266653;

   "Cardtronics UK Directors"                        the directors of Cardtronics UK;

"certificated" or "in certificated form" in relation to a share, not in uncertificated form (that is, not in

CREST);

"City Code" the City Code on Takeovers and Mergers (as amended) and as from time to time interpreted by the Panel;

"Closing Price" the closing middle market quotation of an i-design Share as derived from the AIM appendix to the Daily Official List;

   "Companies Act"                                        the Companies Act 2006 (as amended);

"Conditions" the conditions to the Offer which are set out in Appendix I to this Announcement and to be set out in the Offer Document;

"Confidentiality Agreement" has the meaning given in paragraph 12(a) of this

Announcement;

"Consultancy Agreement" has the meaning given in paragraph 12(e) of this

Announcement;

"Court" the Court of Session, Edinburgh, Scotland;

"Court Meeting" any meeting of i-design Shareholders (and any adjournment thereof) convened pursuant to an order of the Court under Part 26 of the Companies Act for the purposes of considering and, if thought fit, approving a Scheme (with or without amendment);

"CREST" the relevant system (as defined in the CREST Regulations) of which Euroclear is the operator (as defined in the CREST Regulations);

"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No.

3755);

"Daily Official List" the daily official list of the London Stock Exchange;

"DC Advisory" Daiwa Corporate Advisory Limited, sole financial adviser to Cardtronics and Cardtronics UK;

"Deed of IPR Assignment" has the meaning given in paragraph 12(d) of this

Announcement;

"Deed of Restrictive Covenants" has the meaning given in paragraph 12(c) of this

Announcement;

"Deloitte" or "Deloitte Corporate Finance" Deloitte Corporate Finance, a division of Deloitte LLP whose

registered office is 2 New Street Square, London EC4A 3BZ, United Kingdom, sole financial adviser to i-design;

"Disclosed" the information disclosed by or on behalf of i-design:

   (i)         in i-design's annual report and accounts for the period ended 30 September 2012;

(ii) in any other announcement through a Regulatory Information Service prior to the date of this Announcement; or

(iii) in writing (including by email) or via the agreed data exchange process to Cardtronics or Cardtronics UK (or their respective officers, employees, agents or advisers) by or on behalf of i-design prior to the date of this Announcement;

"EBITDA" earnings before interest, tax, depreciation and amortisation;

"Employment Contract Side Letters" has the meaning given in paragraph 12(f) of this

Announcement;

"Euroclear" Euroclear UK & Ireland Limited, a company incorporated under the laws of England and Wales;

"Financial Services Authority" or "FSA" the Financial Services Authority, in its capacity as the

competent authority for the purpose of the Financial Services and Markets Act 2000 (as amended);

   "First Closing Date"                                   6 March 2013;

"Form of Acceptance" the form of acceptance and authority relating to the Offer which will be distributed with the Offer Document;

"General Meeting" any meeting of i-design Shareholders (and any adjournment thereof) to be convened in connection with a Scheme;

"i-design" i-design group plc, a public limited company registered in Scotland with registered number SC324540;

   "i-design Directors"                                    the directors of i-design;

"i-design Group" i-design and its subsidiaries and subsidiary undertakings;

"i-design Share Schemes" (i) the i-design group plc Enterprise Management

Incentive Scheme adopted in 2007;

   (ii)        the i-design group plc Unapproved Share Option Scheme adopted in 2007; and 
   (iii)       the  i-design  Employee  Share  Scheme  adopted  in 2003; 
   "i-design Shareholders"                              the holders of i-design Shares;

"i-design Shares" ordinary shares of 10 pence each in the capital of i-design and "i-design Share" will be construed accordingly 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, such earlier date as Cardtronics UK may, subject to the City 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);

"in-the-money" in relation to the i-design Share Schemes, options which have an exercise price below the Offer Price;

   "London Stock Exchange"                          London Stock Exchange plc;

"Management Arrangements" collectively the terms of the Employment Contract Side

Letters, the Restricted Stock Agreements, the Consultancy Agreement and the terms of employment discussed and agreed in principle with Richard Swinfen and James Vincent;

"Offer" the cash offer to be made by Cardtronics UK to acquire all of the i-design Shares on the terms and subject to the conditions to be set out in the Offer Document and (in respect of i-design Shares held in certificated form) in the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal thereof;

"Offer Document" the document to be published containing the Offer and sent to i-design Shareholders following the date of this Announcement containing, inter alia, the terms and conditions of the Offer;

"Offer Period" the period commencing on (and including) 13 February 2013 until whichever of the following dates shall be the latest: (a) the First Closing Date; (b) the date on which the Offer lapses or is withdrawn; and (c) the date on which the Offer becomes or is declared unconditional as to acceptances;

   "Offer Price"                                              60 pence in cash per i-design Share; 
   "Panel"                                                      the Panel on Takeovers and Mergers;

"Regulations" the Uncertificated Securities Regulations

2001    (SI 2001/3755);

"Regulatory Information Service" any information service authorised from time to time by the

FSA for the purpose of disseminating regulatory announcements;

"Restricted Jurisdiction" United States, Australia, Canada and Japan and any other

jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction;

"Restricted Stock Award Letter" a letter under which Cardtronics agrees to award shares of

Cardtronics Restricted Stock;

"Restricted Stock Agreement" an agreement relating to the award of shares of Cardtronics

Restricted Stock;

"Scheme" a scheme of arrangement under Part 26 of the Companies Act which may be used as an alternative method of implementing the Acquisition, the full terms of which would be set out in a Scheme Document with or subject to any modification, addition or condition which Cardtronics and i-design may agree, and if required, the Court may approve or impose;

"Scheme Document" should the Acquisition be implemented by way of a Scheme, the document to be dispatched to i-design Shareholders setting out the terms of the Scheme;

   "Sigma"                                                     Sigma Capital Group plc;

"Sigma Funds" Sigma Innovation Fund (East of Scotland) and Sigma Technology Venture Fund;

"Sigma Technology Management" Sigma Technology Management Limited, a subsidiary of

Sigma;

"Stock Purchase and Holding Agreement" has the meaning given in paragraph 12(b) of this

Announcement;

"subsidiary", "subsidiary undertaking", shall be construed in accordance with the Companies Act;

"undertaking" and "associated undertaking"

"Substantial Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking;

"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland;

"US" or "United States" the United States of America, its territories and possessions,

any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction;

"Wider Cardtronics Group" Cardtronics, its subsidiary undertakings, associated

undertakings, parent undertakings, subsidiary undertakings of its parent undertakings and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest;

"Wider i-design Group" i-design, its subsidiary undertakings, associated undertakings

and any other undertakings in which that company and such undertakings (aggregating their interests) have a Substantial Interest;

"GBP", "pence" and "p" the lawful currency of the UK from time to time; and

"$" the lawful currency of the United States from time to time. In this Announcement, the references to the singular includes the plural and vice versa, unless the context

otherwise requires. References to time are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

OFFFXLBFXLFLBBX

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

IDG I-Design