TIDMIDG
RNS Number : 8311X
Cardtronics Creative UK Limited
13 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND
JAPAN) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF SUCH JURISDICTION.
13 February 2013
RECOMMENDED CASH OFFER
by
CARDTRONICS CREATIVE UK LIMITED ("CARDTRONICS UK")
(A WHOLLY - OWNED SUBSIDIARY OF CARDTRONICS, INC.
("CARDTRONICS"))
for
I-DESIGN GROUP PLC ("I-DESIGN")
Posting of Offer Document
Further to the announcement today by Cardtronics UK of a
recommended cash offer to acquire the entire issued and to be
issued share capital of i-design, Cardtronics UK is pleased to
announce that the offer document (the "Offer Document") which
contains, amongst other things, the full terms of, and conditions
to, the Offer is being posted to i-design Shareholders today
together with the Form of Acceptance.
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 6 March 2013.
To accept the Offer in respect of i-design Shares held in
certificated form, i-design Shareholders must complete the Form of
Acceptance in accordance with the instructions printed on it and
set out in the Offer Document and return it together with their
share certificate(s) or other document(s) of title to Capita
Registrars by no later than 1.00 p.m. (London time) on 6 March
2013.
To accept the Offer in respect of i-design Shares held in
uncertificated form (that is, in CREST), i-design Shareholders must
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document so
that the TTE instruction settles as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 6 March 2013. If
i-design Shareholders hold their i-design Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
A copy of this announcement, the Offer Document and the Form of
Acceptance will be available for inspection free from charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Cardtronics' website (at
www.cardtronics.com) during the course of the Offer.
Capitalised terms used but not defined in this announcement
shall have the meaning given to them in the Offer Document.
Enquiries:
Cardtronics/Cardtronics UK
Chris Brewster +1 (832) 308 4000
DC Advisory (Financial adviser to Cardtronics and
Cardtronics UK)
Richard Pulford/Ben Thompson +44 (0) 161 362 6800
DC Advisory, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Cardtronics and
Cardtronics UK and no one else in connection with the Offer and
other matters referred to in this announcement and will not be
responsible to any person other than Cardtronics and Cardtronics UK
for providing the protections afforded to clients of DC Advisory
nor for giving advice in relation to the Offer or any other matter
or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe
for any securities in any jurisdiction pursuant to the Offer or
otherwise.
Overseas i-design Shareholders
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom. Unless otherwise
determined by Cardtronics UK or required by the City Code and
permitted by applicable law and regulation, the Offer will not be
made, directly or indirectly, in or into, or by use of the mails,
or by any means or instrumentality (including, without limitation,
by means of telephone, facsimile, telex, internet or other forms of
electronic communication) of interstate or foreign commerce of, or
any facilities of a securities exchange of, any Restricted
Jurisdiction, and the Offer will not be capable of acceptance by
any such use, means, instrumentality or facility or from within any
Restricted Jurisdiction. Accordingly, unless otherwise determined
by Cardtronics UK or required by the City Code and permitted by
applicable law and regulation, copies of this announcement and any
other related document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as
doing so may make invalid any purported acceptance of the Offer by
persons in any such jurisdiction.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any and all applicable legal
and regulatory requirements of their jurisdiction. i-design
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
Dealing disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) of th City Code
applies must be made by no later than 3.30 pm (London time) on the
10th business day following the commencement of the offer period
and, if appropriate, by no later than 3.30 pm (London time) on the
10th business day following the announcement in which any paper
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror
prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8 of the City Code. A Dealing
Disclosure by a person to whom Rule 8.3(b) of the City Code applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the City Code.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ODPUOANROWAUAAR
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