UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of December 2010
Commission File Number: 0-30320
TRINTECH GROUP
PLC
(Translation of registrants name into English)
Trintech Group PLC
Block C, Central Park
Leopardstown
Dublin 18, Ireland
(Address of principal executive offices)
Company contact is:
Joseph Seery
Block C, Central Park
Leopardstown
Dublin 18, Ireland
Tel: +353 1 293 9840
Fax: +353 1 293 9841
Email: joseph.seery@trintech.com
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Trintech Group PLC
Form 6-K
Table of Contents
On
December 17, 2010, Trintech Group PLC confirmed that the Irish High Court had sanctioned the scheme of arrangement pursuant to which Trintech Group plc will be acquired by Spectrum Equity Investors (acting through Cerasus II Limited) at a price
of $6.60 per Trintech ADS (or $3.30 per Trintech Share). The Scheme will become effective upon the issue by the Registrar of Companies of a certificate of registration of the Court Order. This was confirmed in a press release, a copy of which is
attached hereto as Exhibit 99.13 and incorporated herein by this reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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TRINTECH GROUP PLC
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By:
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/s/ Joseph Seery
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Joseph Seery
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Vice President Finance, Group
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Dated:
December 20, 2010
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Exhibit 99.13
TRINTECH GROUP PLC ANNOUNCES THAT THE IRISH HIGH COURT HAS SANCTIONED THE SCHEME
OF ARRANGEMENT TO EFFECT THE ACQUISITION OF THE COMPANY BY SPECTRUM EQUITY
Dublin, Ireland/Dallas, US December 17, 2010 Trintech Group Plc (NASDAQ: TTPA), a leading global provider of integrated financial
governance, risk management and compliance (GRC) software solutions for commercial, financial and healthcare markets, confirmed that the Irish High Court has today sanctioned the scheme of arrangement (the
Scheme
) pursuant to which Trintech
Group plc will be acquired by Spectrum Equity Investors (acting through Cerasus II Limited) at a price of $6.60 per Trintech ADS (or $3.30 per Trintech Share). The Scheme will become effective upon the issue by the Registrar of Companies of a
certificate of registration of the Court Order.
It is expected that the Court Order will be filed with the Registrar of Companies before the
opening of trading on NASDAQ on 31 December 2010 and that the Scheme will become effective on that date (the
Effective Date
). On this basis, it is expected that the Scheme Record Time, after which no transfers of the Companys
ordinary shares will be registered, will be 5.15 p.m. (United States Eastern Standard Time) on 30 December 2010.
It is expected that the
cancellation of the listing of Trintech ADSs on NASDAQ will occur with effect prior to the opening of trading on NASDAQ on 31 December 2010.
Upon the Scheme becoming effective, Trintech Shareholders shall receive the Consideration payable to them within 14 days. Trintech ADS Holders are required to follow the instructions in the Scheme
Circular with regard to the surrender of their Trintech ADSs. For further information, please contact Trintechs Depositary and information agent, the Bank of New York Mellon at Depositary Receipts Division, 101 Barclay St., 22
nd
Floor, New York, NY 10286, United States (1.866.353.4787 if calling
within the United States and +1.866.353.4787 if calling from outside the United States).
Forward Looking Statements
This document contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Any forward looking statements in this document are subject to certain risks and uncertainties that could cause actual results to differ materially from those stated.
Forward looking statements in this press release include statements relating to the timing of the effective time of the scheme of arrangement and the delisting of Trintech ADSs from NASDAQ.
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About Trintech Group
Trintech Group Plc (NASDAQ: TTPA) is a leading global provider of integrated financial governance, risk management, and compliance (GRC) software solutions for commercial, financial, and healthcare
markets. Trintechs recognised expertise in reconciliation process management, financial data aggregation, revenue and cost cycle management, financial close, reporting, risk management, and compliance enables customers to gain greater
visibility and control of their critical financial processes leading to better overall business performance.
For more information on how
Trintech can help you increase confidence in business performance and reduce financial risk, please contact us online at www.trintech.com or at our principal business office in Addison, Texas, or through an international office in Ireland, the
United Kingdom, or the Netherlands.
Trintech 15851 Dallas Parkway, Suite 900 Addison, TX 75001 Tel 1 972 701 9802
Trintech UK Ltd. Warnford Court, 29 Throgmorton St. London EC2N2AT, UK Tel +44 (0) 20 7628 5235 Trintech Technologies Block C, Central Park Leopardstown, Dublin 18, Ireland Tel +353 1 293 9840 Trintech
Cypresbaan 9 2908 LT Capelle a/d Ijssel, The Netherlands Tel +31 (0) 10 8507 474
This announcement does not
constitute an offer or recommendation to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the proposed
acquisition or otherwise. Any decision in relation to the scheme of arrangement and related proposals should be made only on the basis of the related documentation as and when issued.
The Directors of Trintech Group plc accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure
such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Any person interested in 1% or more of any class of relevant securities of Trintech Group plc (including by means of an option in respect of, or a derivative referenced to, any such relevant
securities) may have disclosure obligations under Rule 8.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended) effective from the commencement of the offer period (being 21 September 2010).
Interests in securities arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover Rules, which can also be found on the Irish Takeover Panels website. If you are in any
doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Panels website at
www.irishtakeoverpanel.ie
or contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.
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Trintech Press Contact:
Dallas: Dave Tomlinson - Director, Marketing
Tel. +1 972 739-1611. Email: dave.tomlinson@trintech.com
This announcement has been issued through the Companies Announcement Service of
The Irish Stock Exchange
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