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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
ID Data | LSE:IDD | London | Ordinary Share | GB0009778589 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
RNS Number:0953Q ID Data Group PLC 14 March 2008 14 March 2008 ID Data Group plc ("ID Data" or the "Company") ID Data receives conditional offer for credEcard ID Data Group plc, the smart card and card solutions group, announces that it has received a conditional offer from Contis Group Limited (a newly-formed company, "Newco") for its subsidiary, credEcard Group plc ("credEcard"). credEcard provides pre-paid card services. The offer, which is expected to realise £2.2 million in cash (before tax) for the Company, is subject, inter alia, to ID Data shareholder approval and Newco completing its funding arrangements. Peter Cox, ID Data's Chief Executive, has a significant shareholding in Newco and accordingly a General Meeting of ID Data will be held on 31 March 2008 to seek shareholders' approval for the transaction. It is anticipated that the proposed transaction will complete later that day. A circular convening the meeting and describing the proposed transaction in more detail will be sent to shareholders shortly. Irrevocable undertakings to approve the transaction have been received from a number of ID Data's larger shareholders representing in total 53% of ID Data's issued ordinary shares. Peter Cox will remain a significant shareholder in ID Data (he currently holds 10% of the Company's issued ordinary shares) and its Chief Executive and he will also be acting as Chief Executive of Newco pending the recruitment by Newco of a Chief Executive. ID Data acquired the business of credEcard in May 2007 for a consideration of £0.25 million (paid in ID Data ordinary shares). Since then ID Data has advanced a total of £0.8 million to credEcard to fund its development and issued a further 6,500,000 new ordinary shares in the Company to the vendor in full settlement of any further amounts which might have become due pursuant to the sale and purchase agreement entered into last year. In the period from acquisition to 29 February 2008, credEcard is estimated to have made a loss before tax of approximately £(1.1) million on a turnover of £0.2 million. credEcard had net liabilities (unaudited) of approximately £(1.1) million as at 29 February 2008. credEcard is also expected to make a loss in the year ending 31 March 2009. Under the terms of the conditional offer, ID Data will on completion receive for its shareholding in credEcard an estimated payment of £1.4 million in cash and ordinary shares in Newco (it is expected that ID Data's shareholding will represent approximately 5% of Newco's issued shares following the completion of its funding arrangements). In addition, on completion credEcard will repay ID Data the amount advanced to it since acquisition which is estimated to amount to approximately £0.8 million by completion. The cash proceeds of the transaction after tax will be used by ID Data for its working capital requirements and the Company intends to retain its shares in Newco for the time being following completion subject to market and trading conditions. Newco, which has been formed to make the acquisition of credEcard from ID Data, intends to raise funds from a group of investors, including Peter Cox, for this purpose and to provide working capital for credEcard going forward. Peter Cox established Newco and intends to make a cash investment of £0.25 million. The other investors are expected to invest a further £3.75 million in cash; on completion of its funding arrangements, it is expected that Peter Cox will own approximately 41% of Newco's issued ordinary shares and the other investors will own approximately 54%. As set out above, under the proposed terms of the transaction ID Data will retain an interest in credEcard through a holding of approximately 5% of Newco's issued ordinary shares. If the other investors invest a different amount from the expected £3.75 million, the resulting percentage shareholdings in Newco would be different from the figures referred to herein. In any event, it is not anticipated that Peter Cox's shareholding in Newco will exceed 49.9% following completion of the transaction. Completion of the sale of credEcard to Newco is conditional on: the approval by ID Data's shareholders; completion by Newco of its funding arrangements; and obtaining from the Takeover Panel a waiver from the application of the City Code on Takeovers and Mergers to the sale. The independent directors (i.e. the Company's directors excluding Peter Cox, who is involved in the transaction) (the "Independent Directors") consider that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned. In forming this view, the Independent Directors have considered the Company's current funding requirement, credEcard's current and future funding requirement and the absence of any alternative funding currently available to the Company. The Independent Directors have consulted the Company's nominated adviser in relation to the transaction and the Company's nominated adviser understands the financial circumstances in which the Independent Directors have decided to proceed with the proposed transaction. However, due to the fact that the market for potential purchasers of credEcard has not been tested and the apparent valuation of credEcard post new funding being higher than the value of Newco's offer, the Company's nominated adviser has not been able to reach a conclusion which would support the fair and reasonable view formed by the Independent Directors. It is the nominated adviser's view that shareholders should study the circular seeking their approval for the transaction carefully and form their own view on the merits of the transaction. Commenting on this transaction, Mike Blackburn, Chairman of ID Data said: "This proposed transaction represents a significant profit for ID Data on its investment in credEcard made last year. It will provide the funds to help stabilise ID Data, facilitate its growth and remove the development costs of credEcard from our current, and future, year's expenditure. At the same time, ID Data expects to benefit from its residual holding in credEcard as it continues to make inroads into the global pre-paid transactions market". For further information, please contact: ID Data Group plc Peter Cox, Chief Executive Tel: +44 (0) 1730 235700 peter.cox@iddata.com Smith & Williamson Corporate Finance Limited Azhic Basirov / David Jones Tel: +44 (0) 20 7131 4000 Media Enquiries Abchurch Chris Lane / Georgina Bonham Tel: +44 (0) 20 7398 7700 georgina.bonham@abchurch-group.com This information is provided by RNS The company news service from the London Stock Exchange END DISKXLFFVXBBBBV
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