CASH L&g Efund Cash

RNS Number:1114J
Cardpoint PLC
04 December 2007



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM CANADA, AUSTRALIA OR JAPAN


4 December 2007


MERGER OF CARDPOINT AND ALPHYRA - STATEMENT RE: PLACING


As detailed in the Payzone AIM admission document dated 28 September 2007, the
alphyra Shareholders, including Balderton Capital, and the alphyra Management
Vendors are entitled to place up to an aggregate of 50 per cent. of their
Payzone Shares to be received by them at Completion. It had been anticipated
that such a placing would take place at or around the date of Completion of the
merger of Cardpoint and alphyra. The Cardpoint and Payzone Directors announce
that they have now been informed that neither Balderton Capital nor the alphyra
Management Vendors intend to conduct a placing immediately after the admission
of Payzone to AIM.  Both Balderton Capital and the alphyra Management Vendors
remain entitled to place up to 50 per cent. of their Payzone Shares received at
Completion at any time following Admission. The other 50 per cent. of their
respective Payzone Shares received at Completion are subject to lock-up
arrangements following Admission as detailed in the Admission Document.

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


Enquiries:                                 alphyra

Cardpoint                                  

Philip Lanigan                             John Nagle / John Williamson
Group Finance Director                     Chief Executive Officer / Chief Financial Officer
Tel: +44 (0) 1253 361 300                  Tel: +353 (0) 1 217 8700

Rothschild                                 Goldman Sachs International
Financial Adviser to Cardpoint             Financial Adviser to alphyra

Ed Welsh                                   Basil Geoghegan
Tel: +44 (0) 20 7280 5000                  Tel: +44 (0) 20 7774 1000

Panmure Gordon                             NCB Corporate Finance
Nominated Adviser and Broker to Cardpoint  Financial Adviser to alphyra
and to Payzone

Hugh Morgan /                              Liam Booth /
Mark Lander (Corporate Broking)            Conor McCarthy
Tel: +44 (0) 20 7459 3600                  Tel: +353 (0) 1 611 5611

Financial Dynamics                         Temple Bar Advisory
PR adviser to Cardpoint                    PR adviser to alphyra

David Yates /                              Tom Allison /
Ben Brewerton                              Alex Child Villiers
Tel: +44 (0) 207 831 3113                  Tel: +44 (0) 20 7002 1080

                                           Drury Communications

                                           Irish media enquiries
                                           Paddy Hughes
                                           Tel: +353 (0) 1 260 5000
                                           +353 (0) 87 6167811


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 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.


Goldman Sachs International, which is authorised and regulated in the United
Kingdom by the FSA, is acting for alphyra and no one else in connection with the
arrangements described in this announcement and will not be responsible to
anyone other than alphyra for providing the protections afforded to clients of
Goldman Sachs International, 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.


NCB Stockbrokers Limited, which is regulated in the United Kingdom by the FSA,
and is authorised in Ireland by the Financial Regulator under the Stock Exchange
Act 1995 and is a member of the London Stock Exchange and Irish Stock Exchange,
is acting for alphyra and no one else in connection with the arrangements
described in this announcement and will not be responsible to anyone other than
alphyra for providing the protections afforded to clients of NCB Stockbrokers
Limited, 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.


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.


Only the Scheme Document contains the full terms and conditions of the Merger,
including details of how to vote in favour of the Scheme. Any responses to the
Scheme should be made only on the basis of the information in the Scheme
Document. Scheme Shareholders are urged to read the Scheme Document because it
contains important information relating to the Merger.


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.


No statement in this announcement is intended as a profit forecast or a profit
estimate, whether in relation to Cardpoint, alphyra, the Company or otherwise,
and no statement in this announcement should be interpreted to mean that
earnings per Payzone Share, Cardpoint Share or alphyra Share for the current or
future financial years would necessarily match or exceed the historical
published earnings per Cardpoint Share or alphyra Share.


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
IOETIBBTMMMMBJR

L&g Efund Cash (LSE:CASH)
Historical Stock Chart
Von Okt 2024 bis Nov 2024

L&g Efund Cash (LSE:CASH)
Historical Stock Chart
Von Nov 2023 bis Nov 2024