RNS Number : 4843Z

Visa International Holdings Limited

20 May 2019



20 May 2019

Compulsory acquisition

Bidco has now acquired or received acceptances for over 90 per cent. of the Earthport Shares to which its Offer relates by nominal value and voting rights attaching to such shares, enabling it to initiate the compulsory acquisition procedure for the remaining Earthport Shares.

As at 3.00 p.m. (London time) on 17 May 2019, Bidco had settled valid acceptances of the Offer in respect of a total of 593,738,324 Earthport Shares representing approximately 85.01 per cent. of the issued ordinary share capital of Earthport. Bidco also owns 64,606,164 Earthport Shares (representing 9.25 per cent. of Earthport's issued ordinary share capital) as a result of the market purchases it has made. In total, Bidco has now settled acceptances of the Offer in respect of, and/or has otherwise acquired 658,344,488 Earthport Shares (representing 94.26 per cent. of Earthport's issued ordinary share capital).

Compulsory acquisition

Bidco will shortly begin the implementation of the compulsory acquisition procedure to acquire the remaining Earthport Shares under Chapter 3 of Part 28 of the Companies Act, as contemplated by the Offer Document and will despatch formal compulsory acquisition notices under sections 979 and 980 of the Act (the Compulsory Acquisition Notices) to Earthport Shareholders who have not yet accepted the Offer. These notices will set out Bidco's intention to apply the provisions of section 979 of the Act to acquire compulsorily any remaining Earthport Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices the Earthport Shares held by those Earthport Shareholders who have not accepted the Offer will be acquired compulsorily by Bidco on the same terms as the Offer. The consideration to which those Earthport Shareholders will be entitled will be held by Earthport as trustee on behalf of those Earthport Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Earthport at the end of the six-week period.

Procedure for acceptance of the Offer

Earthport Shareholders who have not already accepted the Offer are encouraged to do so without delay in accordance with the following procedures:

-- acceptances of the Offer in respect of certificated Earthport Shares should be made by completing the form of acceptance which accompanied the Offer Document (the Form of Acceptance) as soon as possible;

-- acceptances of the Offer in respect of uncertificated shares should be made electronically through CREST (an Electronic Acceptance). You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.

The Offer Document and the Form of Acceptance are available on Bidco's website at https://investor.visa.com and Earthport's website at www.earthport.com. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Equiniti Limited on 0333 207 6563 or (if calling from outside the UK) +44 121 415 0878 or by submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.


The consideration due to accepting Earthport Shareholders is expected to be despatched within 14 days of the date of receipt of further acceptances which are valid and complete in all respects. Therefore, accepting the Offer should enable you to receive your payment more promptly than if the compulsory acquisition procedure is followed.


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).

Terms defined in the Offer Document have the same meaning in this announcement.

Earthport Shareholders who have not yet accepted the Offer are encouraged to do so and will receive the consideration for their Earthport Shares within 14 days of receipt of the acceptance.

The Offer Document and form of acceptance relating to the Offer were published on 11 February 2019 and are available on Visa's website at https://investor.visa.com.


 Goldman Sachs International     +44 (0) 20 7774 
  (Financial adviser to Visa)     1000 
 Stephen Considine 
  Chris Emmerson 

Important notice

Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for Bidco and Visa and for no one else in connection with the Offer and will not be responsible to anyone other than Bidco and Visa for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Offer is being made solely by means of the Offer Document and the Form of Acceptance (or if the Proposed Acquisition is implemented by way of a Scheme, the Scheme Document), which contains the full terms and Conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis on the information contained in the Offer Document.

This announcement has been prepared for the purpose of complying with English law and the 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 of England.

Bidco has prepared the Offer Document which is being distributed to Earthport Shareholders on the date of this announcement at no cost to them. Earthport and Bidco urge Earthport Shareholders to read the Offer Document because it contains important information relating to the Offer.

Overseas Shareholders

The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal and regulatory requirements. Further details in relation to the Overseas Shareholders are contained in the Offer Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Earthport Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to Overseas Shareholders are contained in the Offer Document.

Notice to US Earthport Shareholders

The Offer is being made for the securities of a UK company and is subject to UK disclosure requirements, which are different from those of the United States. The financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The Offer is being made in the United States pursuant to the applicable US tender offer rules for a cross-border tender offer and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

None of the securities referred to in this announcement or the Visa Increased Offer have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

The receipt of cash pursuant to the Offer by a US Earthport Shareholder will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each holder of Earthport Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.

It may be difficult for US Earthport Shareholders to enforce their rights and any claim arising out of the US federal securities laws, since Earthport is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Earthport Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Earthport Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Any such purchases would be made at prices not higher than the price provided in this announcement, unless the price of the Offer is increased accordingly. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International and its respective affiliates may continue to act as an exempt principal trader in Earthport Shares on AIM. 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 UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website, www.londonstockexchange.com.

The Offer will be subject to the applicable requirements of the Code, the Panel and AIM.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Proposed 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 Potential Acquisition on, Bidco and Visa and the Wider Earthport Group, the expected timing and scope of the Potential 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 Proposed 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.

No profit forecasts or profit estimates

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Visa or Earthport for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Visa or Earthport.

Information relating to Earthport Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Earthport Shareholders, persons with information rights and other relevant persons for the receipt of communications from Earthport may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on website and hard copies

This announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Earthport's website at www.earthport.com and on Visa's website at https://investor.visa.com by no later than 12.00 noon (London time) on the Business Day following this announcement.

Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.

Earthport Shareholders may request a hard copy of this announcement by contacting Goldman Sachs International on +44(0) 20 7774 1000. You may also request that all future documents, announcements and information to be sent to you in relation to the Offer should be in hard copy form.


Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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.



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