TIDMEPO
RNS Number : 4381Y
Earthport PLC
09 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
9 May 2019
Recommended cash offer
for
Earthport PLC
by
Visa International Service Association
a wholly-owned direct subsidiary of
Visa Inc.
As announced by Visa International Service Association ("Visa")
on 8 May 2019, the Offer has become unconditional in all respects.
As Visa has acquired or agreed to acquire Earthport Shares which,
together with any Earthport Shares already owned by Visa, represent
75 per cent. or more of the voting rights attaching to the
Earthport Shares, the Earthport Board has applied to the London
Stock Exchange for the cancellation of the admission to trading of
Earthport Shares on AIM (the "Cancellation"). It is anticipated
that the Cancellation will take effect on or shortly after 7.00
a.m. (London time) on 7 June 2019.
Following the cancellation of trading of the Earthport Shares on
AIM, Visa has announced that it will re-register Earthport as a
private limited company.
There will be no ready market for Earthport's shares following
the Cancellation. The Cancellation and the re-registration of
Earthport as a private limited company will therefore significantly
reduce the liquidity and marketability of any Earthport Shares not
assented to the Offer.
The full terms and conditions of the Offer and the procedures
for acceptance were set out in the offer document published by
Bidco on 11 February 2019 (the "Offer Document"). Unless otherwise
stated, capitalised terms used throughout this announcement shall
have the same meaning as those definitions set out in the Offer
Document.
For further information, please contact:
Earthport Plc 020 7220 9700
Amanda Mesler, Chief Executive Officer
Alexander Filshie, Chief Financial Officer
Rothschild & Co (Financial adviser to Earthport) 020 7545 8000
Anton Black
Pietro Franchi
Newgate 020 7653 9840
Bob Huxford / Ian Silvera / Imogen Humphreys
N+1 Singer (Nomad & Joint Broker) 020 7496 3000
Mark Taylor / James White
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for Earthport and for no one else in
connection with the Offer and will not be responsible to anyone
other than Earthport for providing the protections afforded to its
clients nor for providing advice in relation to the Offer, the
contents of this announcement or any other matters referred to in
this announcement.
Nplus1 Singer Advisory LLP ("N+1 Singer"), which is authorised
and regulated by the FCA in the United Kingdom, is acting
exclusively as nominated adviser for Earthport and no one else in
connection with the Offer and will not be responsible to anyone
other than Earthport for providing the protections afforded to its
clients nor for providing advice in connection with the Offer, the
contents of this announcement or any other matters referred to in
this announcement.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco, Visa and
Earthport contains statements about Bidco, Visa and Earthport that
are or may be deemed to be "forward looking statements". These
statements are prospective in nature and are not based on
historical facts, but rather based on the current expectations of
the management of Bidco, Visa and Earthport about future events,
and are naturally subject to uncertainty and changes in
circumstances. The forward looking statements contained in this
document include statements relating to the financial position,
business strategy or plans for future operations of, and the
expected effects or potential synergies of the Acquisition on,
Bidco and Visa and the Wider Earthport Group, the expected timing
and scope of the Acquisition and other statements other than
historical facts. All statements, including the expected timing and
scope of the Offer, other than statements of historical facts
included in this announcement, may be forward looking statements.
Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "should", "would", "could",
"anticipates", "estimates", "projects", "strategy" or words or
terms of similar substance or the negative thereof are forward
looking statements. Forward looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Bidco's, Visa's or Earthport's operations
and potential synergies resulting from the Acquisition; and (iii)
the effects of government regulation on Bidco's, Visa's or
Earthport's business.
Such forward looking statements are not guarantees of future
performance. By their nature, because they relate to events and
depend on circumstances that will occur in the future, such forward
looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results and
developments to differ materially from those projected or implied
in any forward looking statements. These factors include, but are
not limited to, the satisfaction of the conditions to the Offer, as
well as additional factors, such as changes in political and
economic conditions, changes in the level of capital investment,
retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives,
impact of any acquisitions or similar transactions, changes in
customers' strategies and stability, competitive product and
pricing measures, changes in the regulatory environment,
fluctuations or interest and exchange rates, the outcome of any
litigation. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such forward
looking statements, which speak only as of the date hereof. Each of
Bidco, Visa and Earthport disclaims any obligation to update
publicly or revise any forward looking or other statements
contained herein, whether as a result of new information, future
events or otherwise, except as required by applicable law.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPLLFFDEDITIIA
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May 09, 2019 02:00 ET (06:00 GMT)
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