EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
Cardtronics plc, an English public limited company (the Registrant), is filing these post-effective amendments (these Post-Effective Amendments) to the following Registration Statements on Form S-8 (the Registration Statements), which have been previously filed with the Securities and Exchange Commission (the SEC), to deregister any and all of the Registrants Class A ordinary shares, nominal value $0.01 per share (Ordinary Shares), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
i. Registration Statement File No. 333-149244, filed with the SEC on July 1, 2016, in connection with a merger pursuant to which the Registrant became the new public holding company and the parent of the Cardtronics group of companies, and assumed the Cardtronics, Inc. Amended and Restated 2007 Stock Incentive Plan and the obligation to deliver shares underlying awards granted under such plan;
ii. Registration Statement File No. 333-149245, filed with the SEC on July 1, 2016, in connection with a merger pursuant to which the Registrant became the new public holding company and the parent of the Cardtronics group of companies, and assumed the obligation to deliver shares underlying awards granted under the Cardtronics Group, Inc. 2001 Stock Incentive Plan; and
iii. Registration Statement File No. 333-168804, filed with the SEC on July 1, 2016, in connection with a merger pursuant to which the Registrant became the new public holding company and the parent of the Cardtronics group of companies, and assumed the obligation to deliver shares underlying awards granted under the Cardtronics, Inc. Amended and Restated 2007 Stock Incentive Plan.
On June 21, 2021, pursuant to that certain Acquisition Agreement (the Acquisition Agreement), dated as of January 25, 2021, by and among the Registrant, NCR Corporation, a Maryland corporation (NCR), and, solely for purposes of Section 8.2, Section 8.4 and Article IX of the Acquisition Agreement, Cardtronics USA, NCR UK Group Financing Limited, a wholly-owned subsidiary of NCR, acquired all of the issued and to be issued Ordinary Shares of the Registrant for $39.00 per share (the Per Share Consideration) and the Registrant became an indirect wholly-owned subsidiary of NCR (the Acquisition).
These Post-Effective Amendments are being filed as a result of the Acquisition. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Ordinary Shares, registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
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