TIDMEPO
RNS Number : 4843Z
Visa International Holdings Limited
20 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
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.
Settlement
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.
General
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.
Enquiries:
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.
Rounding
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.
END
OUPCKCDNDBKBCPD
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