CASH L&g Efund Cash

RNS Number:1232J
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 - SECOND COURT HEARING TO CONFIRM CAPITAL
REDUCTION


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.

Cardpoint is pleased to announce that the Capital Reduction comprised within the
Scheme of Arrangement has today been confirmed by the Court.

The Scheme is expected to become effective on Wednesday 5 December 2007 on
registration by the Registrar of Companies of an office copy of the Court Order
confirming the Capital Reduction.

In order to allow the Capital Reduction to be completed, the last day of
dealings in, and for registration of transfers of, and disablement in CREST of,
Cardpoint Shares will be today, Tuesday, 4 December 2007.  Cardpoint has
requested that the London Stock Exchange cancel the trading of the Cardpoint
Shares on AIM with effect from 8.00 a.m. on Wednesday, 5 December 2007, the time
at which Admission and commencement of dealings on AIM in Payzone Shares is
expected to occur.

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

All of the above dates are indicative only and the dates set out depend, in
particular, upon the date of satisfaction or, where applicable, waiver of the
conditions of the Merger.

If any of the above times and/or dates change, the revised times and/or dates
will be notified by announcement through a Regulatory Information Service.

Unless otherwise stated, all references in this announcement to times are to
London time.


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.


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