CASH L&g Efund Cash

RNS Number:4993H
Cardpoint PLC
12 November 2007

12 November 2007



 MERGER OF CARDPOINT AND ALPHYRA - RESULTS OF SCHEME MEETING AND EXTRAORDINARY
                                GENERAL MEETING


On 28 September 2007 Cardpoint and alphyra announced that they had agreed the
terms of a Merger of Cardpoint and alphyra, to be effected through the
completion of the Acquisition Agreement and the Scheme of Arrangement as
described in that announcement. The parent company of the Enlarged Group will be
a newly incorporated company named Payzone plc and will be headquartered and
domiciled in Ireland and listed on AIM.

Cardpoint announces that the Cardpoint Scheme Meeting and the Cardpoint
Extraordinary General Meeting convened in relation to the Merger, which were
held earlier today, have both concluded successfully.  All resolutions proposed,
as set out in the notices of each meeting included in the Scheme Document dated
19 October 2007, received the necessary majorities and were accordingly
approved.  A summary of the voting results is set out below.

On 2 November 2007, the German Federal Cartel Office notified its clearance of
the Merger.  Completion of the Merger remains subject to the satisfaction of or,
if appropriate, waiver of the remaining conditions to the Merger as set out in
the Scheme Document, which include, among other things, the sanction of the
Scheme of Arrangement by the High Court.

Copies of the Scheme Document, together with Payzone's original AIM Admission
Document dated 28 September 2007 and the Supplementary Admission Document dated
2 November 2007, are displayed on the Cardpoint website (www.cardpointplc.com)
and are also available for inspection at Freshfields Bruckhaus Deringer, 65
Fleet Street, London EC4Y 1HS.

Unless the context otherwise requires, terms defined in the announcement dated
28 September 2007 have the same meaning in this announcement.

Voting results

The voting results in relation to the Scheme Meeting and the Extraordinary
General Meeting are summarised below:

Scheme Meeting

Resolution to approve the Scheme of Arrangement


Number of Cardpoint Shareholders casting votes:


FOR                     141                   AGAINST           4

representing the following number of votes:

FOR                     68,050,670            AGAINST           2,044
                        (99.997%)                               (0.003%)

Extraordinary General Meeting

1.         Special resolution to give effect to the Scheme of Arrangement and to
amend Cardpoint's articles of association

Number of votes:

FOR        72,768,522 (99.997%)  AGAINST            2,044        WITHHELD        0
                                                   (0.003%)

2.         Ordinary resolution to increase Cardpoint's authorised share capital
by #0.05 by the creation of one Cardpoint deferred share

Number of votes:

FOR        72,766,715 (99.996%)  AGAINST            2,944        WITHHELD        0
                                                   (0.004%)

3.         Ordinary resolution to authorise Cardpoint's directors to allot one
Cardpoint deferred share

Number of votes:

FOR        72,766,715 (99.996%)  AGAINST            2,944        WITHHELD        0
                                                   (0.004%)

4.         Ordinary resolution to approve the Merger (which constitutes a
reverse-takeover of alphyra by Cardpoint for the purposes of Rule 14 of the AIM
Rules)

Number of votes:

FOR        72,768,522 (99.997%)  AGAINST            2,044        WITHHELD        0
                                                   (0.003%)

5.         Ordinary resolution to approve the waiver granted by the UK Takeover
Panel to Balderton pursuant to Rule 9 of the UK Takeover Code (the Whitewash
Resolution)

Number of votes:

FOR        72,758,632 (99.990%)  AGAINST            6,934        WITHHELD        0
                                                   (0.010%)

6.         Ordinary resolution to approve the Payzone plc Long Term Incentive
Plan

Number of votes:

FOR             68,220,150       AGAINST          3,214,321      WITHHELD        0
                 (95.500%)                         (4.500%)

It should be noted that a "Vote Withheld" is not a vote in law and has not been
counted in the calculation of the proportion of votes "For" and "Against" the
specified resolution.

Enquiries:

Cardpoint

Philip Lanigan

Group Finance Director

Tel:         +44 (0) 1253 361 300

Rothschild
Financial Adviser to Cardpoint

Ed Welsh

Tel:         +44 (0) 20 7280 5000

Panmure Gordon
Nominated Adviser and Broker to Cardpoint and to Payzone

Hugh Morgan / Mark Lander (Corporate Broking)

Tel:         +44 (0) 20 7459 3600

Financial Dynamics

PR adviser to Cardpoint

David Yates / Ben Brewerton

Tel:         +44 (0) 207 831 3113


Rothschild, which is regulated in the United Kingdom by the FSA, is acting for
Cardpoint and no one else in connection with the arrangements described in this
announcement and will not be responsible to anyone other than Cardpoint for
providing the protections afforded to clients of Rothschild, nor for providing
advice in relation to the Merger, any acquisition of shares or securities in
Payzone or Cardpoint or any other matter referred to in this announcement.



Panmure Gordon, which is authorised and regulated in the United Kingdom by the
FSA and is a member of the London Stock Exchange, is acting exclusively for
Payzone and for Cardpoint, in each case as nominated adviser for the purpose of
the AIM Rules and as broker. Panmure Gordon's responsibilities as the nominated
adviser to Payzone and to Cardpoint are owed solely to the London Stock Exchange
and are not owed to Payzone, Cardpoint, alphyra or to any director of Payzone,
Cardpoint or alphyra or to any other person in respect of his, her or its
decision to acquire shares in Payzone or Cardpoint in reliance on any part of
this announcement, the AIM Admission Document, the Supplementary Admission
Document dated 2 November 2007 or the Scheme Document or otherwise. Panmure
Gordon is acting for Payzone and for Cardpoint and no one else in connection
with the arrangements described in this announcement and will not be responsible
to anyone other than Payzone and Cardpoint for providing the protections
afforded to customers of Panmure Gordon, nor for providing advice in relation to
the Merger, any acquisition of shares or securities in Payzone, Cardpoint or
alphyra or any other matter referred to in this announcement.



The distribution of this announcement in jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction. This announcement has
been prepared for the purposes of complying with English law and the AIM Rules
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 and
regulations of any jurisdiction outside the United Kingdom. This announcement
does not constitute an offer to purchase, sell or exchange or the solicitation
of an offer to purchase, sell or exchange any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Merger or otherwise,
nor shall there be any purchase, sale or exchange of securities or such
solicitation in any jurisdiction in which such offer, solicitation or sale or
exchange would be unlawful under the laws of such jurisdiction. This
announcement does not constitute a prospectus, a prospectus equivalent document
or an AIM admission document.  Investors and prospective investors in Payzone
and/or Cardpoint are advised to read carefully the formal documentation in
relation to the Merger. The Payzone Shares may not be offered or sold in the
United States absent registration under the Securities Act or an exemption
therefrom. Payzone has not registered and does not intend to register any
Payzone Shares under the Securities Act, or under the securities law of any
state, district or other jurisdiction of the United States, Australia, Canada or
Japan and no regulatory clearance in respect of the Payzone Shares has been, or
will be, applied for in any jurisdiction other than the UK. Any Payzone Shares
will be issued to Cardpoint Shareholders in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 3(a)(10)
thereof.  Under applicable US securities laws, Cardpoint Shareholders (whether
or not US persons) who are or will be "affiliates" of Cardpoint or Payzone will
be subject to certain transfer restrictions relating to the Payzone Shares
received in connection with the Scheme.



Notice to US investors: The Scheme relates to the shares of Cardpoint, a company
incorporated in England and Wales, and is provided for under the laws of England
and Wales.  The Merger is subject to the disclosure requirements and practices
applicable in the United Kingdom, which differ from the disclosure and other
requirements of US securities laws.  Financial information included in the
relevant documentation has been and will have been prepared in accordance with
accounting standards applicable in the United Kingdom that may not be comparable
to the financial statements of US companies.



Neither the content of any website of Payzone, Cardpoint or alphyra (or any
other website) nor the content of any website accessible from hyperlinks on any
such website (or any other website) is incorporated into, or forms part of, this
announcement.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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