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2 Months : From Apr 2019 to Jun 2019
RNS Number : 4381Y
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
Visa International Service Association
a wholly-owned direct subsidiary of
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
Newgate 020 7653 9840
Bob Huxford / Ian Silvera / Imogen Humphreys
N+1 Singer (Nomad & Joint Broker) 020 7496 3000
Mark Taylor / James White
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.
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(END) Dow Jones Newswires
May 09, 2019 02:00 ET (06:00 GMT)