TIDMIDG
RNS Number : 7535X
Cardtronics Creative UK Limited
13 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND
JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
13 February 2013
RECOMMENDED CASH OFFER
BY
CARDTRONICS CREATIVE UK LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF CARDTRONICS, INC.)
FOR
I-DESIGN GROUP PLC
Summary and highlights
-- The Boards of Cardtronics Creative UK Limited ("Cardtronics
UK") and i-design group plc ("i-design") are pleased to announce
that they have reached agreement on the terms of a
recommended cash offer to be made by Cardtronics UK, an
indirectly wholly-owned subsidiary of Cardtronics, Inc.
("Cardtronics"), for the entire issued and to be issued share
capital of i-design.
-- Under the terms of the Offer, i-design Shareholders will be
entitled to receive 60 pence in cash for each i-design Share
held.
-- The Offer values the entire issued and to be issued share
capital of i-design at approximately
GBP8.5 million.
-- The Offer Price represents a premium of approximately:
- 160.9 per cent. to the Closing Price of 23.0 pence per
i-design Share on 12 February 2013, being the last business day
prior to the commencement of the Offer Period; and
- 51.1 per cent. to the average Closing Price of approximately
39.7 pence per i-design Share during the 12 months prior to 13
February 2013, being the commencement of the Offer Period.
-- The i-design Directors, who have been so advised by Deloitte,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the i-design Directors, Deloitte has taken
into account the commercial assessments of the i-design
Directors.
-- Accordingly, the i-design Directors intend to recommend
unanimously that i-design Shareholders accept the Offer, as they
have each undertaken to do so (or procure to be done) in respect of
their own entire beneficial holdings of 3,467,941 i-design Shares,
representing, in aggregate, approximately 24.6 per cent. of the
existing issued share capital of i-design. The i-design Directors
have also irrevocably undertaken to accept the Offer in respect of
any i-design Shares that they acquire under the i-design Share
Schemes, of which options over, in aggregate, 90,000 i-design
Shares are considered to be in-the-money at the Offer Price. These
90,000 i-design Shares, together with their existing holdings
referred to above, represent approximately 25.0 per cent. of the
fully diluted share capital of i-design based on the exercise of
all vested options which are in-the-money under the i- design Share
Schemes. These irrevocable undertakings will remain binding in the
event of a competing offer being made for i-design and will cease
to be binding only if the Offer lapses or is withdrawn.
-- Cardtronics and Cardtronics UK have also received irrevocable
undertakings to accept the Offer from certain other i-design
Shareholders in respect of a total of 5,312,474 i-design Shares in
aggregate, representing approximately 37.7 per cent. of the
existing issued share capital of i-design.
-- Accordingly, Cardtronics and Cardtronics UK have received
irrevocable undertakings to accept (or procure acceptance of) the
Offer (including those from the i-design Directors) in respect of a
total of 8,780,415 i-design Shares representing approximately 62.2
per cent. of the existing issued share capital of i-design.
-- Further details of these irrevocable undertakings are set out
in Appendix III to this Announcement.
-- The Offer Document and Form of Acceptance will be posted to
i-design Shareholders and, for information only, participants in
the i-design Share Schemes on 13 February 2013.
Commenting on the Offer:
-- Steve Rathgaber, Chief Executive Officer of Cardtronics, commented:
"At Cardtronics, we gravitate to opportunities and environments
where the company can draw multiple sources of revenue from a
single ATM by providing additional services. Adding i-design and
its capabilities fits that model and makes sense for our
shareholders. Cardtronics can leverage its existing financial
institution and retailer relationships to expand i-design's global
market position, which in-turn enhances the value proposition
Cardtronics can offer its customers, as well as consumers using our
ATMs."
-- James Faulds, Chairman of i-design, commented:
"The Board of i-design is pleased to recommend unanimously this
Offer from Cardtronics. The Offer will allow i-design Shareholders
to realise a significant cash premium for their shares and provide
i-design with the opportunity to accelerate its growth and widen
its reach in a way not currently available. We believe the Offer is
a good outcome for all i-design stakeholders."
DC Advisory is acting as sole financial adviser to Cardtronics
and Cardtronics UK. Deloitte is acting as sole financial adviser to
i-design.
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement and the appendices to it.
The Offer will be made subject to the Conditions and certain
further terms which are set out in Appendix I to this Announcement
and the full conditions and further terms to be set out in the
Offer Document and (in respect of i-design Shares held in
certificated form, that is, not in CREST) in the Form of
Acceptance. Certain capitalised terms used in this Announcement are
defined in Appendix IV.
Enquiries:
Cardtronics/Cardtronics UK +1 (832) 308 4000
Chris Brewster
DC Advisory (Financial adviser to Cardtronics +44 (0) 161 362
and Cardtronics UK) 6800
Richard Pulford/Ben Thompson
+44 (0) 1382 323
i-design 000
Ana Stewart (Chief Executive)/Ian Sunter (Finance
Director)
Deloitte Corporate Finance (Financial adviser +44 (0) 20 7936
to i-design) 3000
James Lewis/Gavin Hood/Craig Lukins
Westhouse Securities (Nominated adviser and +44 (0) 20 7601
broker to i-design) 6100
Tom Griffiths
+44 (0) 20 3178
Biddicks (Financial PR adviser to i-design) 6378
Katie Tzouliadis/Alex Shilov
A copy of this Announcement and the irrevocable undertakings
will be published on Cardtronics' website at www.cardtronics.comand
i-design's website at www.i-designplc.com by no later than 12.00
p.m. on the business day following this Announcement.
Further information
Appendix I sets out the Conditions and certain further terms of
the Offer.
Appendix II contains the sources and bases of certain
information used in this summary and this Announcement.
Appendix III contains a summary of the irrevocable undertakings
currently received (including those of the i-design Directors).
Appendix IV contains definitions of certain terms used in this
summary and this Announcement.
IMPORTANT NOTICE
DC Advisory, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Cardtronics and
Cardtronics UK and no one else in connection with the Offer and
other matters referred to in this Announcement and will not be
responsible to any person other than Cardtronics and Cardtronics UK
for providing the protections afforded to clients of DC Advisory
nor for giving advice in relation to the Offer or any other matter
or arrangement referred to in this Announcement.
DC Advisory has given and not withdrawn its written consent to
the issue of this Announcement with the inclusion herein of the
references to its name in the form and context in which it
appears.
Deloitte Corporate Finance is acting for i-design and no one
else in connection with the Offer and will not be responsible to
anyone other than i-design for providing the protections afforded
to clients of Deloitte Corporate Finance or for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters referred to in this Announcement. Deloitte Corporate
Finance is a division of Deloitte LLP, which is authorised and
regulated in the United Kingdom by the Financial Services Authority
in respect of regulated activities.
Deloitte Corporate Finance has given and not withdrawn its
written consent to the issue of this Announcement with the
inclusion herein of the references to its name in the form and
context in which it appears.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe
for any securities in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer
Document, when issued, and the Form of Acceptance, which will
contain the full terms and conditions of the Offer (including
details on how to accept the Offer). Any approval, decision or
other response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document and the
Form of Acceptance or any other document by which the Offer is
made. i-design Shareholders are strongly advised to read carefully
the formal documentation in relation to the Offer once it has been
despatched. It is expected that the Offer Document together with
the Form of Acceptance will be posted to i-design Shareholders as
soon as is reasonably practicable and in any event within 28 days
of this Announcement, unless otherwise agreed with the Panel. This
Announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This Announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this Announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Cardtronics or the Cardtronics Group or i-design or the i-design
Group except where otherwise stated.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the City Code, any person who is
"interested" in one per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an "Opening Position Disclosure" following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of: (i) the offeree company
and (ii) any paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the City Code applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
"relevant securities" of the offeree company or of any paper
offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree company or of any paper
offeror. A "Dealing Disclosure" must contain details of the
"dealing" concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of: (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the City Code. A "Dealing Disclosure" by
a person to whom Rule 8.3(b) of the City Code applies must be made
by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest" in "relevant securities" of an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the City Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any offeror and "Dealing Disclosures" must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities "Opening Position Disclosures" and "Dealing
Disclosures" must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an "Opening Position Disclosure" or a "Dealing
Disclosure".
Terms in quotation marks are defined in the City Code, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the City Code, you should contact an independent financial
adviser authorised by the FSA under the Financial Services and
Markets Act 2000 (as amended) or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on +44 (0) 20 7638
0129.
MARKET PURCHASES
In accordance with normal UK market practice, Cardtronics UK or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, i-design
Shares outside the United States, other than pursuant to the Offer,
during the Offer Period. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Announcement, including information included or
incorporated by reference in this Announcement, may contain certain
"forward-looking statements" (that is, statements related to
future, not past events) concerning the Offer, Cardtronics,
Cardtronics UK and/or i-design which are based on the current
expectations of Cardtronics UK, i-design or the Cardtronics
Responsible Persons (as appropriate) and are subject to uncertainty
and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects
on the Cardtronics Group and/or the i-design Group of the Offer,
the expected timing and scope of the Offer, and strategic options
and all other statements in this Announcement other than historical
facts. Forward-looking statements include, without limitation,
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import.
By their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future.
Although the Boards of Cardtronics UK and/or i-design and the
Cardtronics Responsible Persons (as appropriate) believe that the
expectations in such forward-looking statements are reasonable,
there are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include, but are
not limited to, unanticipated issues associated with the
satisfaction of the Conditions to the Offer; issues associated with
obtaining necessary regulatory approvals and the terms and
conditions of such approvals; and changes in anticipated costs
related to the acquisition of i-design.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement. None
of Cardtronics, Cardtronics UK nor i-design assumes any obligation,
and do not intend, to update or correct the forward-looking
statements contained in this Announcement. All subsequent oral or
written forward-looking statements attributable to Cardtronics,
Cardtronics UK and/or i-design (as appropriate) are expressly
qualified in their entirety by the cautionary statement above.
Forward-looking statements only speak as of the date on which they
are made.
Nothing in this Announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Cardtronics share or i-design Share for the current or future
financial years will necessarily match or exceed the historical
published earnings per Cardtronics share or i-design Share (as the
case may be).
OVERSEAS I-DESIGN SHAREHOLDERS
This Announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed is
not the same as would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom. Unless otherwise determined by Cardtronics UK
or required by the City Code and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, any Restricted Jurisdiction, and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, unless otherwise determined by
Cardtronics UK or required by the City Code and permitted by
applicable law and regulation, copies of this Announcement and any
other related document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as
doing so may make invalid any purported acceptance of the Offer by
persons in any such jurisdiction.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any and all applicable legal
and regulatory requirements of their jurisdiction. i-design
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26.1 of the City Code will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Cardtronics'
website at www.cardtronics.com and i-design's website at
www.i-designplc.com by no later than 12.00 p.m. on the business day
following this Announcement. For the avoidance of doubt, neither
the content of the websites referred to above, nor any other
website accessible from hyperlinks on either website, is
incorporated into or forms part of this Announcement.
You may request a hard copy of this Announcement, free of
charge, by calling DC Advisory between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday on 0161 362 6800 from within the UK
or +44 161 362 6800 if calling from outside the UK during the
course of the Offer. Calls to the 0161 362 6800 number from the UK
will be charged at applicable regional / national rates. Calls to
the +44 161 362 6800 number from outside the UK will be charged at
applicable international rates. Different charges may apply to
calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. You may also
request that all future documents, announcements and information
sent to you in relation to the Offer is sent to you in hard copy
form. Copies of this Announcement will not be provided unless such
a request is made.
INFORMATION RELATING TO I-DESIGN SHAREHOLDERS
Please be aware that addresses, electronic addresses and certain
other information provided by i-design Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from i-design may be provided to Cardtronics UK
during the Offer Period as required under Section 4 of Appendix 4
of the City Code.
RULE 2.10 DISCLOSURE
In accordance with Rule 2.10 of the City Code, i-design confirms
that at the date of this Announcement, there are 14,105,437
i-design Shares in issue and admitted to trading on AIM. The ISIN
reference for these securities is GB00B1Z7SF38.
FURTHER INFORMATION
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED
JURISDICTION (INCLUDING THE UNITED STATES, AUSTRALIA, CANADA AND
JAPAN) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 February 2013
RECOMMENDED CASH OFFER
BY
CARDTRONICS CREATIVE UK LIMITED
(A WHOLLY-OWNED SUBSIDIARY OF CARDTRONICS, INC.)
FOR
I-DESIGN GROUP PLC
1. Introduction
The Boards of Cardtronics UK and i-design are pleased to
announce that they have reached agreement on the terms of a
recommended cash offer to be made by Cardtronics UK, an indirectly
wholly-owned subsidiary of Cardtronics, for the entire issued and
to be issued share capital of i-design.
2. The Offer
Under the terms of the Offer, which is subject to the Conditions
and other terms set out in Appendix I to this Announcement, the
full terms and conditions to be set out in the Offer Document and
also (in relation to i-design Shares held in certificated form,
that is, not in CREST) the Form of Acceptance, i-design
Shareholders will be entitled to receive:
for each i-design Share 60 pence in cash
The Offer values the entire issued and to be issued share
capital of i-design at approximately GBP8.5 million. The Offer
Price represents a premium of approximately:
-- 160.9 per cent. to the Closing Price of 23.0 pence per
i-design Share on 12 February 2013, being the last business day
prior to the commencement of the Offer Period; and
-- 51.1 per cent. to the average Closing Price of approximately
39.7 pence per i-design Share during the 12 months prior to 13
February 2013, being the commencement of the Offer Period.
The i-design Shares will be acquired by Cardtronics UK pursuant
to the Offer fully paid with full title guarantee and free from all
liens, equitable interests, charges, encumbrances, rights of
pre-emption and any other third party rights or interests
whatsoever and together with all rights existing as at the date of
this Announcement or thereafter attaching thereto, including
without limitation, voting rights and the right to receive and
retain, in full, all dividends and other distributions (if any)
declared, made or paid or any return of capital (whether by way of
reduction of share capital or share premium account or otherwise)
made on or after the date of this Announcement in respect of the
i-design Shares. If any dividend or other distribution in respect
of i-design Shares is declared, paid or made on or after the date
of this Announcement, Cardtronics UK reserves the right to reduce
the consideration payable for each i-design Share under the terms
of the Offer by the amount per i-design Share of such dividend or
distribution.
The i-design Directors intend to recommend unanimously that all
i-design Shareholders accept the Offer. The terms of this
recommendation are described in paragraph 4 below.
3. Background to and reasons for the Offer
Cardtronics provides convenient consumer financial services
through its network of ATMs and multi- function financial services
kiosks. Cardtronics believes the Acquisition presents the following
opportunities for the Wider Cardtronics Group:
-- introducing a new and more diverse revenue stream to the Wider Cardtronics Group;
-- enhancing Cardtronics' value proposition to its three
stakeholder groups (consumers, retailers and financial
institutions) through the addition of a new service offering;
and
-- providing greater exposure to the UK ATM market.
Following completion of the Acquisition, Cardtronics intends to
support i-design to develop its business. In particular,
Cardtronics believes that the Acquisition will provide the
opportunity for i-design to expand its market position by
leveraging Cardtronics' relationships with financial institutions
to promote its joono ATM campaign management solution and by using
Cardtronics' ATM fleet to act as a catalyst for the expansion of
the i-design third party ATM advertising capabilities at key
retailers.
4. Recommendation
The i-design Directors, who have been so advised by Deloitte,
consider the terms of the Offer to be fair and reasonable. In
providing its advice to the i-design Directors, Deloitte has taken
into account the commercial assessments of the i-design
Directors.
Accordingly, the i-design Directors intend to recommend
unanimously that i-design Shareholders accept the Offer, as they
themselves have irrevocably undertaken to do (or procure to be
done) in respect of their own entire beneficial holdings
comprising, in aggregate, 3,467,941 i-design Shares (representing
approximately 24.6 per cent. of the entire existing issued share
capital of i-design) as well as any i-design Shares that they
acquire under the i-design Share Schemes.
These irrevocable undertakings will remain binding in the event
of a competing offer being made for i-design and will cease to be
binding only if the Offer lapses or is withdrawn.
5. Background to and reasons for the recommendation
The i-design Directors have evaluated the Offer by Cardtronics
UK on behalf of i-design Shareholders as a whole. In deciding to
recommend the Offer to i-design Shareholders, the i-design
Directors have taken into account a number of factors including
those outlined below.
i-design's growth strategy is to continue to build its customer
base both in the UK and globally by securing further contracts with
major ATM owners and suppliers for its marketing and advertising
software and services, especially the recently launched joono
marketing software. The addition of new customers increases
i-design's estate of ATMs deploying its software solution and at
the same time can lead to further ATMs becoming available for third
party advertising, thereby enlarging i-design's ATM advertising
estate.
i-design's full year results announced on 20 December 2012
showed revenue of GBP3.3 million for the 12 months ended 30
September 2012 (2011: GBP3.5 million). Profit before tax for the 12
months ended 30 September 2012 at GBP217,000 was more than double
the equivalent prior year end period in 2011 as a result of an
increased bias towards software sales. Recent major contract wins
demonstrate that i-design continues to make progress with its
growth strategy. Currently, i-design's licensed ATM and self
service estate stands at circa 30,000 devices.
The i-design Directors understand that a number of factors,
including those outlined in paragraph 3 above, led Cardtronics to
making an approach for i-design. Cardtronics is the world's largest
non-bank ATM operator. It owns and operates a network of over
61,000 ATMs throughout the United States, United Kingdom, Mexico
and Canada. It is an existing customer of i-design and has i-design
products installed on a proportion of its ATM estate. In July 2011,
Cardtronics acquired a further license to incorporate i-design's
latest marketing software, joono, into its own offering on a global
basis. Having worked closely with i-design as a customer,
Cardtronics approached the Board of i-design with an indicative
proposal to acquire i-design.
The i-design Directors believe that the advertising market will
remain very challenging in the short term but that there are
continued long term growth opportunities available to i-design and
view the future of the business positively. However, the i-design
Directors also consider that a combination with Cardtronics
presents an opportunity to accelerate i-design's growth and achieve
greater scale and reach in a way not available to i-design in its
current form. This includes the opportunity to roll out i-design's
products to Cardtronics' extensive ATM portfolio and the ability to
leverage Cardtronics' relationships with other major ATM owners.
The i-design Directors consider that the Offer recognises this
potential and therefore presents an opportunity for i-design
Shareholders to realise an attractive cash price for their i-design
Shares.
6. Management, employees and locations and changes to the i-design Board
Cardtronics values the skills, knowledge and expertise of
i-design's existing management and employees and expects them to
play an important role in the further development and continuing
growth of the i-design business.
In particular, it is Cardtronic's intention that the i-design
executive management team will continue in their current roles
(save that Ana Stewart and Ian Sunter will each resign from the
Board of i-design) and, upon the Offer becoming or being declared
unconditional in all respects, Ana Stewart will also become a
member of the Cardtronics executive committee. Please also refer to
paragraph 12(f) below for details of the Employment Contract Side
Letters between i-design and each of Ana Stewart and Ian Sunter
which shall take effect, subject to the Offer becoming or being
declared unconditional in all respects.
Cardtronics has indicated that the Offer will not have any
adverse repercussions on the i-design Group's employees or
management and will provide continuity of employment for staff.
Non-executive directors James Faulds and Mark Hogarth will each
resign from the Board of i-design (together with Ana Stewart and
Ian Sunter as referred to above) upon the Offer becoming or being
declared unconditional in all respects.
Furthermore, Cardtronics does not intend to change the location
of the i-design Group's places of business (Dundee or London) or to
redeploy any of i-design's fixed assets or effect a material change
in any conditions of employment.
Cardtronics has also confirmed to the i-design Directors that
the existing employment rights, including pension rights, of all
i-design employees will be fully safeguarded upon the Offer
becoming or being declared unconditional in all respects.
Further details about Cardtronics' intentions for the management
and employees of i-design will be set out in the Offer
Document.
7. Management arrangements
Ana Stewart and Ian Sunter have each entered into agreements
with Cardtronics and i-design which shall take effect subject to
the Offer becoming or being declared unconditional in all respects.
Additionally Ralph Hasselgren (a consultant engaged by i-design)
has entered into agreements prior to the date of this Announcement
with Cardtronics and i-design which shall take effect subject to
the Offer becoming or being declared unconditional in all respect.
Please refer to paragraph 12 below for details of these
arrangements.
Further, as part of Cardtronics' discussions with certain other
i-design employees, Cardtronics has reached agreement in principle
with Richard Swinfen and James Vincent (both being senior employees
of the i-design Group) in relation to the terms of their
remuneration. These terms do not differ materially to the current
arrangements that each has in place with i-design.
8. Irrevocable undertakings
Cardtronics and Cardtronics UK have received irrevocable
undertakings to accept (or procure acceptance of) the Offer in
respect of a total of, in aggregate, 8,780,415 i-design Shares,
representing approximately 62.2 per cent. of the existing issued
share capital of i-design.
Further details of these irrevocable undertakings (including
details of the circumstances in which they will lapse) are set out
in Appendix III to this Announcement.
9. Information on i-design
i-design is a leading provider and developer of marketing and
advertising software and services for ATM owners. Its newly
launched next generation software, joono, enables banks and ATM
owners to communicate targeted marketing messages to customers
through the ATM and other digital channels. As part of its
offering, i-design has a media sales capability, atmAd, which
secures third party advertisers and manages third party advertising
campaigns. In this way, i-design offers financial institutions the
ability both to generate new revenue streams from their
ATM/self-service estates and to enhance their customer
communications.
Based in Scotland, i-design's business was established in 1991
and the i-design Group launched its marketing solution to financial
institutions in 2004. i-design is a public limited company
incorporated in Scotland with registered number SC324540.
10. Current trading and prospects of i-design
On 20 December 2012, i-design announced its full year results
for the 12 months ended 30 September 2012 which showed revenues of
GBP3.3 million (2011: GBP3.5 million).
This included the benefit of further major contract wins,
including i-design's first licence agreement in Canada which was
also i-design's first with channel partner, IBM Canada Limited and
a licence agreement with FDR Limited (a branch of First Data
Corporation, a global leader in electronic commerce and payment
processing). In addition, Barclays Bank plc and Cardtronics have
acquired a number of further software licences.
Software licence sales represent i-design's most profitable
revenue stream and record software licence sales in the period have
helped operating profit to more than double to GBP215,122 (2011:
GBP101,316).
The contracts signed in this period demonstrate the appeal and
revenue-generating advantages i-design's solution offers to both
ATM owners and advertisers. The i-design Directors believe that the
advertising market will remain very challenging in the short term
but that the i-design Group's longer term growth potential remains
encouraging with scope to continue building its ATM customer base
as well as third party advertising revenues. The Board of i-design
remains positive about the i-design Group's longer term growth
prospects.
11. Information on Cardtronics and Cardtronics UK
Cardtronics UK is a newly incorporated company formed for the
purpose of making the Offer. Cardtronics UK is an indirectly
wholly-owned subsidiary of Cardtronics.
Currently listed on the NASDAQ, Cardtronics provides convenient
consumer financial services through its network of ATMs and
multi-function financial services kiosks which perform other
consumer financial services, including bill payments, cheque
cashing, remote deposit capture and money transfers. Cardtronics
provides services to devices located in the United States as well
as in the US territories of Puerto Rico and the US Virgin Islands
and also the United Kingdom, Mexico and Canada.
Through its network, Cardtronics provides ATM management and
equipment-related services to large retail merchants as well as
smaller retailers and operators of facilities such as shopping
malls and airports.
Cardtronics also owns and operates the Allpoint network. The
Allpoint network provides surcharge-free ATM access to customers of
participating financial institutions.
Finally, Cardtronics owns and operates an electronic funds
transfer transaction processing platform that provides transaction
processing services to its network of ATMs and financial services
kiosks as well as other ATMs under managed services
arrangements.
12. Offer-related arrangements
(a) Confidentiality Agreement
Cardtronics and i-design entered into a confidentiality
agreement on 25 September 2012 (the "Confidentiality Agreement")
pursuant to which, amongst other things, Cardtronics has undertaken
to keep confidential certain non-public information it receives
relating to the i-design Group, (ii) to use such information solely
for the purpose of calculating a possible offer for i-design, and
(iii) not to disclose such information to third parties (other than
certain permitted discloses) unless required by law, regulation, a
court of competent jurisdiction or any government or competent
regulatory authority. The Confidentiality Agreement also includes
other customary obligations on Cardtronics, including
non-solicitation of employees of the i-design Group.
(b) Stock Purchase and Holding Agreement
Cardtronics, Ana Stewart and Ralph Hasselgren entered into a
stock purchase and holding agreement on 13 February 2013 (the
"Stock Purchase and Holding Agreement"). Under the terms of the
Stock Purchase and Holding Agreement, subject to the Offer becoming
or being declared unconditional in all respects (or the Scheme
becoming effective (as the case may be)), Ana Stewart and Ralph
Hasselgren have each agreed to invest 20 per cent. of the net after
tax cash consideration received by them in connection with the
Offer (or Scheme (as the case may be)) in common stock of
Cardtronics ("stock"). The stock is to be purchased by Ana Stewart
and Ralph Hasselgren in the market via Cardtronics' nominated
broker. Ana Stewart and Ralph Hasselgren have each agreed to hold
the relevant stock for a minimum period of three years unless: (i)
Cardtronics is sold to a third party; (ii) i-design or a material
part of the business of i-design is sold other than pursuant to a
group re- organisation of the Cardtronics Group; (iii) he/she
ceases to be employed by (or, as the case may be, provide services
to) i-design; or (iv) the value of the stock falls below an amount
equal to 75 per cent. of the average amount paid by him/her for
such stock. Ana Stewart and Ralph Hasselgren will be permitted to
transfer the stock to a family member or family trust provided that
such family member or family trust agrees to be bound by the terms
of the Stock Purchase and Holding Agreement. The terms of the Stock
Purchase and Holding Agreement will lapse if the Offer has not
become or been declared unconditional in all respects (or the
Scheme has not become effective (as the case may be)) by 30 June
2013 (or such later date as agreed between the parties).
(c) Deed of Restrictive Covenants
Cardtronics, i-design, Ana Stewart and Ralph Hasselgren entered
into a deed of restrictive covenants on 13 February 2013 (the "Deed
of Restrictive Covenants"). Under the terms of the Deed of
Restrictive Covenants, subject to the Offer becoming or being
declared unconditional in all respects (or the Scheme becoming
effective (as the case may be)), Ana Stewart and Ralph Hasselgren
have agreed to non-compete and non-solicitation restrictions for a
period of three years (save that in the event Ana Stewart's
employment is terminated by i-design after the first anniversary of
the Offer becoming or being declared unconditional in all respects
(or the Scheme becoming effective (as the case may be)) other than
for gross misconduct then the period of her non-compete restriction
shall be reduced to 12 months from the earlier of: (i) the date on
which notice of termination was served by i-design; and (ii) the
date of termination of her employment) from the date the Offer
becomes or is declared unconditional in all respects (or the Scheme
has become effective (as the case may be)). In particular, Ana
Stewart and Ralph Hasselgren have agreed not to compete with
i-design's business of:
(i) ATM and/or kiosk manufacturing and deployment; and/or (ii)
providing advertising software and media sales solutions for
digital out-of-home advertising, and not to solicit employees,
customers or suppliers (to the extent that they have had material
dealings with such customers and suppliers in the 12 months prior
to the Offer becoming or being declared unconditional in all
respects) of i-design. Ana Stewart and Ralph Hasselgren have each
also agreed not to disclose any confidential information of i-
design (unless required to do so by law) or make use of any brand
or product names of i-design. The terms of the Deed of Restrictive
Covenants will lapse if the Offer has not become or been declared
unconditional in all respects (or the Scheme has not become
effective (as the case may be)) by 30 June 2013.
(d) Deed of IPR Assignment
i-design Multi Media Limited ("IMM") and Ralph Hasselgren
entered into a deed of assignment of intellectual property rights
on 13 February 2013 (the "Deed of IPR Assignment"). Under the terms
of the Deed of IPR Assignment, subject to the Offer becoming or
being declared unconditional in all respects (or the Scheme
becoming effective (as the case may be)), Ralph Hasselgren has
agreed to assign to IMM all intellectual property rights created or
coming into existence as a result of work carried out by Ralph
Hasselgren for IMM or any other member of the i-design Group to the
extent that such intellectual property rights had not already been
assigned. The terms of the Deed of IPR Assignment will lapse if the
Offer has not become or been declared unconditional in all respects
(or the Scheme has not become effective (as the case may be)) by 30
June 2013.
(e) Consultancy Agreement
i-design and Ralph Hasselgren entered into a Consultancy
Agreement on 13 February 2013 (the "Consultancy Agreement"). Under
the terms of the Consultancy Agreement, subject to the Offer
becoming or being declared unconditional in all respects (or the
Scheme becoming effective (as the case may be)), Ralph Hasselgren
has agreed to provide software consultancy services to i-design for
a period of three years from the date of the Offer becoming
unconditional or being declared in all respects (or the Scheme
becoming effective (as the case may be)). The Consultancy Agreement
will terminate automatically on the expiry of the three year term,
unless terminated earlier by i-design giving three months' written
notice to Ralph Hasselgren. The terms of the Consultancy Agreement
will lapse if the Offer has not become or been declared
unconditional in all respects (or the Scheme has not become
effective (as the case may be)) by 30 June 2013.
(f) Employment Contract Side Letters
Ana Stewart and Ian Sunter each entered into side letters with
i-design on 13 February 2013 (together the "Employment Contract
Side Letters") which, subject to the Offer becoming or being
declared unconditional in all respects (or the Scheme becoming
effective (as the case may be)), shall make amendments to their
current contracts. The Employment Contract Side Letters confirm
that the current annual base salary of Ana Stewart and Ian Sunter
shall increase to GBP120,000 and GBP103,450 respectively. In
addition, the Employment Contract Side Letters confirm that Ana
Stewart and Ian Sunter are eligible to participate in the
Cardtronics Annual Long Term Equity Incentive Plan, Ana Stewart is
eligible to participate in the Cardtronics Annual Executive Cash
Incentive Plan and Ian Sunter is entitled to participate in the
Cardtronics Cash Incentive Plan.
(g) Restricted Stock Award Letters and Restricted Stock Agreements
Ana Stewart, Ian Sunter and Ralph Hasselgren each entered into
Restricted Stock Award Letters and Restricted Stock Agreements with
Cardtronics on 13 February 2013. Under the terms of her Restricted
Stock Award Letter and Restricted Stock Agreement, Ana Stewart
will, subject to the Offer becoming or being declared unconditional
in all respects (or the Scheme becoming effective (as the case may
be)), be granted 15,000 shares of Cardtronics Restricted Stock.
Subject to certain provisions, these shares will vest in full on
the third anniversary of their date of grant. Under the terms of
his Restricted Stock Award Letter and Restricted Stock Agreement,
Ian Sunter will, subject to the Offer becoming or being declared
unconditional in all respects (or the Scheme becoming effective (as
the case may be)), be granted 2,000 shares of Cardtronics
Restricted Stock. Subject to certain provisions, these shares will
vest in four equal instalments on the first, second, third and
fourth anniversaries of their date of grant. Under the terms of his
Restricted Stock Award Letter and Restricted Stock Agreement, Ralph
Hasselgren will, subject to the Offer becoming or being declared
unconditional in all respects (or the Scheme becoming effective (as
the case may be)), be granted 5,000 shares of Cardtronics
Restricted Stock. Subject to certain provisions, these shares will
vest in four equal instalments on the first, second, third and
fourth anniversaries of their date of grant.
Deloitte, financial adviser to i-design, consider the terms of
the Management Arrangements to be fair and reasonable.
13. Financing arrangements for the Offer
Cardtronics UK will fund the cash consideration payable under
the terms of the Offer from its existing cash resources.
Full implementation of the Offer would result in consideration
of approximately GBP8.5 million being payable to i-design
Shareholders and the participants in the i-design Share
Schemes.
14. Cash confirmation
DC Advisory, financial adviser to Cardtronics and Cardtronics
UK, has confirmed that it is satisfied that sufficient resources
are available to Cardtronics UK to satisfy in full the cash
consideration payable to i- design Shareholders under the terms of
the Offer and participants in the i-design Share Schemes under the
proposals to be made to such participants.
15. i-design Share Schemes
The Offer will extend to any i-design Shares unconditionally
allotted or issued and fully paid (or credited as fully paid) on or
prior to the date on which the Offer closes (or, such earlier date
as Cardtronics UK may, subject to the City Code, decide, not being
earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances) pursuant to the exercise of
options under any of the i-design Share Schemes.
Cardtronics UK will make appropriate proposals in due course to
the participants in the i-design Share Schemes. Details of these
proposals will be set out in the Offer Document. As at the close of
business on 12 February 2013, being the last practicable date prior
to the publication of this Announcement, options over a maximum of
130,000 i-design Shares with an exercise price of less than the
Offer Price are outstanding under the i-design Share Schemes.
16. Disclosure of interests
As at the close of business on 12 February 2013, being the last
practicable date prior to the publication of this Announcement,
save for the information set out in paragraph 8 above, none of
Cardtronics or Cardtronics UK or any of their directors or any of
their partners or (so far as the Cardtronics UK Directors and
Cardtronics Responsible Persons are aware) any person acting, or
deemed to be acting, in concert with Cardtronics or Cardtronics UK
for the purposes of the Offer has:
(a) an interest in, or a right to subscribe for, i-design Shares
or in any securities convertible or exchangeable into i-design
Shares ("Relevant i-design Securities");
(b) any short position in Relevant i-design Securities (whether
conditional or absolute and whether in-the-money or otherwise),
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery;
(c) procured an irrevocable commitment or letter of intent to
accept or vote in favour of the Offer in respect of Relevant
i-design Securities; or
(d) borrowed or lent any Relevant i-design Securities (except
for any borrowed i-design Shares which have been either on-lent or
sold) or has any arrangement in relation to Relevant i-design
Securities.
None of Cardtronics or Cardtronics UK or any of their directors
or any of their partners or (so far as the Cardtronics UK Directors
and Cardtronics Responsible Persons are aware) any person acting,
or deemed to be acting, in concert with Cardtronics or Cardtronics
UK for the purposes of the Offer has dealt in any Relevant i-design
Securities in the 12 months prior to 13 February 2013.
For these purposes, "arrangement" includes indemnity or option
arrangements and any agreement or understanding, formal or
informal, of whatever nature, relating to Relevant i-design
Securities which may be an inducement to deal or refrain from
dealing in such securities. In the interests of secrecy prior to
this Announcement, Cardtronics UK has not made any enquiries in
this respect of certain parties which are or may be deemed to be
acting in concert with it for the purposes of the Offer. If such
enquiries, which are now being made, reveal any relevant additional
interests, the same will be discussed with the Panel and, if
appropriate, will be disclosed to i-design Shareholders.
17. Compulsory acquisition, cancellation of trading and re-registration
If Cardtronics UK receives acceptances under the Offer in
respect of, and/or otherwise acquires or contracts to acquire, 90
per cent. or more of the i-design Shares by nominal value and
voting rights attached to such shares to which the Offer relates,
and assuming all other Conditions and further terms of the Offer
have been satisfied or waived (if capable of being waived),
Cardtronics UK intends to exercise its rights in accordance with
sections 974 to 991 (inclusive) of the Companies Act to acquire
compulsorily the remaining i-design Shares to which the Offer
relates on the same terms as the Offer.
If the Offer becomes or is declared unconditional in all
respects and if sufficient acceptances are received under the Offer
(being acceptances in respect of 75 per cent. or more of the voting
rights of i-design), Cardtronics UK intends, subject to the
requirements of the AIM Rules, to procure that i-design makes an
application to the London Stock Exchange for the cancellation of
the admission to trading of the i-design Shares on AIM. It is
anticipated that such cancellation will take effect no earlier than
20 business days after the Offer becomes or is declared
unconditional in all respects. Cancellation of the admission of
i-design Shares to trading on AIM would significantly reduce the
liquidity and marketability of any i-design Shares in respect of
which acceptances of the Offer are not submitted.
Following the Offer becoming or being declared unconditional in
all respects and after the cancellation of the admission of
i-design Shares to trading on AIM, it is the intention of
Cardtronics UK to propose a resolution to re-register i-design as a
private limited company under the relevant provisions of the
Companies Act.
18. Structure of the Offer and anticipated timetable
The Offer is an offer for cash on the basis described in
paragraph 2 above.
The Offer is proposed to be implemented by way of takeover offer
within the meaning of Part 28 of the Companies Act.
Cardtronics UK will dispatch the Offer Document and Form of
Acceptance to i-design Shareholders and, for information only, to
participants in the i-design Share Schemes on 13 February 2013.
19. Documents on display
Copies of the following documents will be made available on
i-design's and Cardtronics' websites at www.cardtronics.com and
www.i-designplc.com respectively by no later than 12.00 p.m. on the
business day following this Announcement until the end of the Offer
Period:
(a) this Announcement;
(b) the irrevocable undertakings referred to in paragraph 8 above and Appendix III; and
(c) the Confidentiality Agreement;
(d) the Stock Purchase and Holding Agreement;
(e) the Deed of Restrictive Covenants;
(f) the Deed of IPR Assignment;
(g) the Consultancy Agreement;
(h) the Employment Contract Side Letters; and
(i) the Restricted Stock Award Letters and Restricted Stock
Agreements for each of Ana Stewart, Ian Sunter and Ralph
Hasselgren.
20. General
There are no agreements or arrangements to which Cardtronics UK
is a party which relate to the circumstances in which it may or may
not invoke or seek to invoke a condition to the Offer.
Your attention is drawn to the further information contained in
the Appendices which form part of this Announcement.
The conditions to the Offer and a summary of further terms in
relation to the Offer set out in Appendix I to this Announcement
form part of, and should be read in conjunction with, this
Announcement.
Appendix II contains the sources and bases of certain
information used in this summary and the following
Announcement.
Appendix III contains a summary of the irrevocable undertakings
currently received (including those of the i-design Directors).
Appendix IV to this Announcement contains definitions of certain
terms used in this Announcement. The Offer will be subject to the
applicable requirements of the City Code.
Enquiries:
Cardtronics/Cardtronics UK +1 (832) 308 4000
Chris Brewster
DC Advisory (Financial adviser to Cardtronics +44 (0) 161 362
and Cardtronics UK) 6800
Richard Pulford/Ben Thompson
+44 (0) 1382 323
i-design 000
Ana Stewart (Chief Executive)/Ian Sunter (Finance
Director)
Deloitte Corporate Finance (Financial adviser +44 (0) 20 7936
to i-design) 3000
James Lewis/Gavin Hood/Craig Lukins
Westhouse Securities (Nominated adviser and +44 (0) 20 7601
broker to i-design) 6100
Tom Griffiths
+44 (0) 20 3178
Biddicks (Financial PR adviser to i-design) 6378
Katie Tzouliadis/Alex Shilov
IMPORTANT NOTICE
DC Advisory, which is authorised and regulated in the United
Kingdom by the FSA, is acting exclusively for Cardtronics and
Cardtronics UK and no one else in connection with the Offer and
other matters referred to in this Announcement and will not be
responsible to any person other than Cardtronics and Cardtronics UK
for providing the protections afforded to clients of DC Advisory
nor for giving advice in relation to the Offer or any other matter
or arrangement referred to in this Announcement.
Deloitte Corporate Finance is acting for i-design and no one
else in connection with the Offer and will not be responsible to
anyone other than i-design for providing the protections afforded
to clients of Deloitte Corporate Finance or for providing advice in
relation to the Offer, the contents of this Announcement or any
other matters referred to in this Announcement. Deloitte Corporate
Finance is a division of Deloitte LLP, which is authorised and
regulated in the United Kingdom by the Financial Services Authority
in respect of regulated activities.
This Announcement is for information purposes only and is not
intended to and does not constitute, or form any part of, an offer
to sell or an invitation to subscribe for or purchase any
securities or the solicitation of an offer to purchase or subscribe
for any securities in any jurisdiction pursuant to the Offer or
otherwise. The Offer will be made solely through the Offer
Document, when issued, and the Form of Acceptance, which will
contain the full terms and conditions of the Offer (including
details on how to accept the Offer). Any approval, decision or
other response in relation to the Offer should be made only on the
basis of the information contained in the Offer Document and the
Form of Acceptance or any other document by which the Offer is
made. i-design Shareholders are strongly advised to read carefully
the formal documentation in relation to the Offer once it has been
despatched. It is expected that the Offer Document together with
the Form of Acceptance will be posted to i-design Shareholders as
soon as is reasonably practicable and in any event within 28 days
of this Announcement, unless otherwise agreed with the Panel. This
Announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This Announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this Announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set forth in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of
Cardtronics or the Cardtronics Group or i-design or the i-design
Group except where otherwise stated.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the City Code, any person who is
"interested" in one per cent. or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an "Opening Position Disclosure" following the
commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of: (i) the offeree company
and (ii) any paper offeror. An "Opening Position Disclosure" by a
person to whom Rule 8.3(a) of the City Code applies must be made by
no later than 3.30 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m. (London time) on the 10th business day
following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a paper offeror prior to the deadline for
making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
"relevant securities" of the offeree company or of any paper
offeror must make a "Dealing Disclosure" if the person deals in any
"relevant securities" of the offeree company or of any paper
offeror. A "Dealing Disclosure" must contain details of the
"dealing" concerned and of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of: (i) the offeree company and (ii) any paper offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the City Code. A "Dealing Disclosure" by
a person to whom Rule 8.3(b) of the City Code applies must be made
by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest" in "relevant securities" of an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the City Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any offeror and "Dealing Disclosures" must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of
the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities "Opening Position Disclosures" and "Dealing
Disclosures" must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0) 20 7638 0129 if you are in any doubt as to whether you
are required to make an "Opening Position Disclosure" or a "Dealing
Disclosure".
Terms in quotation marks are defined in the City Code, which can
also be found on the Panel's website. If you are in any doubt as to
whether or not you are required to disclose a "dealing" under Rule
8 of the City Code, you should contact an independent financial
adviser authorised by the FSA under the Financial Services and
Markets Act 2000 (as amended) or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on +44 (0) 20 7638
0129.
MARKET PURCHASES
In accordance with normal UK market practice, Cardtronics UK or
its nominees or brokers (acting as agents) may from time to time
make certain purchases of, or arrangements to purchase, i-design
Shares outside the United States, other than pursuant to the Offer,
during the Offer Period. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Announcement, including information included or
incorporated by reference in this Announcement, may contain certain
"forward-looking statements" (that is, statements related to
future, not past events) concerning the Offer, Cardtronics,
Cardtronics UK and/or i-design which are based on the current
expectations of Cardtronics UK, i-design or the Cardtronics
Responsible Persons (as appropriate) are subject to uncertainty and
changes in circumstances. The forward-looking statements contained
herein may include statements about the expected effects on the
Cardtronics Group and/or the i-design Group of the Offer, the
expected timing and scope of the Offer, and strategic options and
all other statements in this Announcement other than historical
facts. Forward-looking statements include, without limitation,
statements typically containing words such as "intends", "expects",
"anticipates", "targets", "estimates" and words of similar import.
By their nature, forward-looking statements are not guarantees of
future performance or results and involve risks and uncertainties
because they relate to events and depend on circumstances that will
occur in the future.
Although the Boards of Cardtronics UK and/or i-design and the
Cardtronics Responsible Persons (as appropriate) believe that the
expectations in such forward-looking statements are reasonable,
there are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied
by such forward-looking statements. These factors include, but are
not limited to, unanticipated issues associated with the
satisfaction of the Conditions to the Offer; issues associated with
obtaining necessary regulatory approvals and the terms and
conditions of such approvals; and changes in anticipated costs
related to the acquisition of i-design.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement. None
of Cardtronics, Cardtronics UK nor i-design assumes any obligation,
and do not intend, to update or correct the forward-looking
statements contained in this Announcement. All subsequent oral or
written forward-looking statements attributable to Cardtronics,
Cardtronics UK and/or i-design (as appropriate) are expressly
qualified in their entirety by the cautionary statement above.
Forward-looking statements only speak as of the date on which they
are made.
Nothing in this Announcement is intended, or is to be construed,
as a profit forecast or to be interpreted to mean that earnings per
Cardtronics share or i-design Share for the current or future
financial years will necessarily match or exceed the historical
published earnings per Cardtronics share or i-design Share (as the
case may be).
OVERSEAS I-DESIGN SHAREHOLDERS
This Announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed is
not the same as would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom. Unless otherwise determined by Cardtronics UK
or required by the City Code and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in
or into, or by use of the mails, or by any means or instrumentality
(including, without limitation, by means of telephone, facsimile,
telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facilities of a
securities exchange of, any Restricted Jurisdiction, and the Offer
will not be capable of acceptance by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, unless otherwise determined by
Cardtronics UK or required by the City Code and permitted by
applicable law and regulation, copies of this Announcement and any
other related document are not being, and must not be, directly or
indirectly, mailed or otherwise distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
distribute or send them in, into or from such jurisdictions as
doing so may make invalid any purported acceptance of the Offer by
persons in any such jurisdiction.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction in which they are located. Persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any and all applicable legal
and regulatory requirements of their jurisdiction. i-design
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
A copy of this Announcement and the display documents required
to be published pursuant to Rule 26.1 of the City Code will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Cardtronics'
website at www.cardtronics.com and i-design's website at www.i-
designplc.com by no later than 12.00 p.m. on the business day
following this Announcement. For the avoidance of doubt, neither
the content of the websites referred to above, nor any other
website accessible from hyperlinks on either website, is
incorporated into or forms part of this Announcement.
You may request a hard copy of this Announcement, free of
charge, by calling DC Advisory between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday on 0161 362 6800 from within the UK
or +44 161 362 6800 if calling from outside the UK during the
course of the Offer. Calls to the 0161 362 6800 number from the UK
will be charged at applicable regional / national rates. Calls to
the +44 161 362 6800 number from outside the UK will be charged at
applicable international rates. Different charges may apply to
calls made from mobile telephones and calls may be recorded and
monitored randomly for security and training purposes. You may also
request that all future documents, announcements and information
sent to you in relation to the Offer is sent to you in hard copy
form. Copies of this Announcement will not be provided unless such
a request is made.
INFORMATION RELATING TO I-DESIGN SHAREHOLDERS
Please be aware that addresses, electronic addresses and certain
other information provided by i-design Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from i-design may be provided to Cardtronics UK
during the Offer Period as required under Section 4 of Appendix 4
of the City Code.
RULE 2.10 DISCLOSURE
In accordance with Rule 2.10 of the City Code, i-design confirms
that at the date of this Announcement, there are 14,105,437
i-design Shares in issue and admitted to trading on AIM. The ISIN
reference for these securities is GB00B1Z7SF38.
FURTHER INFORMATION
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Appendix I
Conditions and certain further terms of the Offer
Section A: Conditions of the Offer
1. The Offer will be subject to the following conditions:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 1.00 p.m. (London
time) on the First Closing Date (or such later time(s) and/or
date(s) as Cardtronics UK may, with the consent of the Panel or in
accordance with the City Code, decide) in respect of not less than
90 per cent. (or such lesser percentage as Cardtronics UK may
decide) in nominal value of the i-design Shares to which the Offer
relates and that represents not less than 90 per cent. (or such
lower percentage as Cardtronics UK may decide) of the voting rights
carried by the i-design Shares to which the Offer relates, provided
that this condition will not be satisfied unless Cardtronics UK
and/or any other member of the Cardtronics Group shall have
acquired or agreed to acquire (whether pursuant to the Offer or
otherwise) i-design Shares carrying in aggregate more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of i- design. For the purpose of this condition:
(i) i-design Shares which have been unconditionally allotted but
not issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights which they will carry upon issue;
(ii) valid acceptances shall be deemed to have been received in
respect of i-design Shares which are treated for the purposes of
sections 979(8) and 979(9) of the Companies Act as having been
acquired or contracted to be acquired by Cardtronics UK by virtue
of acceptances of the Offer; and
(iii) the expression "i-design Shares to which the Offer
relates" shall be construed in accordance with Chapter 3 of Part 28
of the Companies Act;
(b) no central bank, government or governmental, quasi
governmental, supranational, statutory, administrative or
regulatory or investigative body, authority (including any
anti-trust or merger control authority), court, trade agency,
association, institution, professional or environmental body or any
other person or body whatsoever in any jurisdiction (each a
"Relevant Authority") having decided to take, institute, implement
or threaten any action, proceedings, suit, investigation, enquiry
or reference or having required any action to be taken or otherwise
having done anything or having made, proposed or enacted any
statute, regulation, order or decision or taken any other steps,
and there not continuing to be outstanding any statute, regulation,
order or decision, which would or might be reasonably likely to (in
any case which would or might reasonably be expected to be material
in the context of the Wider i-design Group, or Wider Cardtronics
Group, as the case may be, each taken as a whole):
(i) make the Offer, its implementation or the acquisition or
proposed acquisition of any shares or securities in, or control or
management of, any member of the Wider i-design Group by any member
of the Wider Cardtronics Group void, illegal and/or unenforceable
under the laws of any relevant jurisdiction, or otherwise
materially restrict, restrain, prohibit, delay or interfere with
the implementation thereof, or impose material additional
conditions or obligations with respect thereto, or require material
amendment thereof or otherwise materially impede, challenge or
interfere therewith;
(ii) require, prevent or materially delay the divestiture or
alter the terms envisaged for any proposed divestiture by any
member of the Wider Cardtronics Group or by any member of the Wider
i-design Group of all or any part of their respective businesses,
assets or property or impose any limitation on the ability of any
of them to conduct their respective businesses (or any part
thereof) or own or control or manage any of their respective assets
or property (or any part thereof);
(iii) impose any limitation on, or result in a material delay
in, the ability of any member of the Wider Cardtronics Group,
directly or indirectly, to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
of shares or loans or securities convertible into shares or any
other securities in i-design (or any member of the Wider i-design
Group) or on the ability of any member of the Wider i-design Group
or any member of the Wider Cardtronics Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership
in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider i- design
Group;
(iv) other than pursuant to Chapter 3 of Part 28 of the
Companies Act, require any member of the Wider Cardtronics Group or
the Wider i-design Group to acquire or to offer to acquire any
shares, other securities (or the equivalent) or interest in any
member of the Wider i-design Group or any asset owned by any third
party;
(v) impose any limitation on the ability of any member of the
Wider Cardtronics Group or the Wider i-design Group to conduct or
integrate or coordinate its business (or any part of it) with the
businesses (or any part of the businesses) of any other member of
the Wider i-design Group or the Wider Cardtronics Group;
(vi) result in any member of the Wider i-design Group ceasing to
be able to carry on business under any name under which it
presently does so; or
(vii) otherwise materially adversely affect all or any of the
assets, business, profits or financial or trading position or
prospects of any member of the Wider Cardtronics Group or the Wider
i-design Group;
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Relevant Authority could
decide to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference having
expired, lapsed or been terminated;
(c) all notifications, filings or applications which are
necessary or deemed by Cardtronics UK (acting reasonably) to be
necessary having been made in connection with the Offer and the
acquisition or proposed acquisition of any shares or securities in,
or control or management of, any member of the Wider i-design Group
taken as a whole, by any member of the Wider Cardtronics Group and
all applicable waiting periods (including any extensions thereof)
under any applicable legislation or regulation of any relevant
jurisdiction having expired, lapsed or been terminated (as
appropriate) and all authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and
approvals ("Authorisations") necessary or reasonably deemed
appropriate in any jurisdiction for, or in respect of, the Offer
and the acquisition or proposed acquisition of any shares or
securities in, or control or management of, any member of the Wider
i-design Group by any member of the Wider Cardtronics Group and to
carry on the business of any member of the Wider i-design Group or
the Wider Cardtronics Group having been obtained in terms and in a
form reasonably satisfactory to Cardtronics UK from all necessary
or reasonably considered to be appropriate Relevant Authorities and
(without prejudice to the generality of the foregoing) from persons
or bodies with whom any member of the Wider Cardtronics Group or
the Wider i-design Group has entered into contractual arrangements
and all such Authorisations which are necessary or reasonably
considered to be appropriate to carry on the business of any member
of the Wider i-design Group remaining in full force and effect at
the time at which the Offer becomes unconditional in all respects
and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(d) save as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the Wider i-design Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject and which, as a consequence of the Offer
or the acquisition or proposed acquisition of any shares or
securities in, or control or management of, any member of the Wider
i-design Group taken as a whole, by any member of the Wider
Cardtronics Group would reasonably be expected to result in (to an
extent in any such case which is material in the context of the
Wider i-design Group taken as a whole):
(i) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any such member of the Wider i- design Group
or any such security (whenever created, arising or having arisen)
being enforced or becoming enforceable;
(ii) any monies borrowed by, or any other indebtedness or
liabilities (actual or contingent) of, or grant available to, any
such member of the Wider i-design Group, being or becoming
repayable or being capable of being declared repayable immediately
or prior to its or their stated maturity date or repayment date, or
the ability of such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or being capable of
becoming or being withdrawn or inhibited;
(iii) any such arrangement, agreement, licence, permit,
franchise or other instrument or the rights, liabilities,
obligations or interests of any such member of the Wider i-design
Group thereunder, being, or becoming capable of being, terminated
or adversely modified or affected or any adverse action being taken
or any obligation or liability arising thereunder
(iv) the rights, liabilities, obligations or interests of any
member of the Wider i-design Group in, or the business of any such
member with, any person, firm, company, body or venture (or any
agreement(s) or arrangement(s) relating to any such interest or
business) being terminated, adversely modified or adversely
affected;
(v) any member of the Wider i-design Group ceasing to be able to
carry on business under any name under which it presently does
so;
(vi) any assets or interests of any member of the Wider i-design
Group being disposed of or charged, or any right arising under
which any such asset or interest could be required to be disposed
of or charged, other than in the ordinary course of business;
(vii) the business, assets, value, financial or trading
position, profits, prospects or operational performance of any
member of the Wider i-design Group being prejudiced or adversely
affected;
(viii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider i-design Group; or
(ix) any liability of any member of the Wider i-design Group to
make any severance, termination, bonus or other payment to any of
its directors or other officers;
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider i-design Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, would reasonably be expected to result in any of the
events or circumstances as are referred to in sub-paragraphs
1(d)(i) to 1(d)(ix), in each case to an extent which is material in
the context of the Wider i-design Group taken as a whole;
(e) save as Disclosed, no member of the Wider i-design Group since 30 September 2012 having:
(i) issued, agreed to issue or proposed or authorised the issue
or grant of additional shares or securities of any class, or
securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares,
securities or convertible securities (save for as between i-design
and wholly-owned subsidiaries of i-design or between the
wholly-owned subsidiaries of i-design and save for options and/or
awards granted under the i-design Share Schemes, in each case
before the date hereof), or redeemed, purchased, reduced or
repaired or made any other change to any part of its share capital
or other securities;
(ii) sold or transferred or agreed to sell or transfer any treasury shares;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution (whether payable in cash or otherwise) other than to
i- design or a wholly-owned subsidiary of i-design;
(iv) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save in the ordinary course of
business and save as between i-design and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries) incurred or
increased any indebtedness or become subject to any actual or
contingent liability, to an extent which is material in the context
of the Wider i-design Group taken as a whole;
(v) entered into, proposed or authorised, or announced its
intention to enter into or authorise, any reconstruction,
amalgamation, transaction or arrangement, in respect of itself or
another member of the Wider i-design Group (and in any case
otherwise than in the ordinary course of business or as between
i-design and wholly-owned subsidiaries of i-design), which is
material in the context of the Wider i-design Group taken as a
whole;
(vi) entered into, varied or authorised or proposed entry into
or variation of, or announced its intention to enter into or vary
the terms of or made any offer (which remains open for acceptance)
to enter into or vary the terms of, any service agreement or other
agreement or arrangement with any director or senior executive of
any member of the Wider i-design Group;
(vii) waived, compromised or settled any claim which is material
in the context of the Wider i- design Group taken as a whole;
(viii) entered into, varied or authorised or proposed entry into
or variation of, or announced its intention to enter into, vary or
authorise the terms of or made any offer (which remains open for
acceptance) to enter into, vary or authorise the terms of, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) (otherwise than in the
ordinary course of business) which: (A) is of a long term, unusual
or onerous nature or magnitude; or (B) is or is reasonably likely
to be restrictive to the business of any member of the Wider
i-design Group to an extent which is material to the i-design Group
taken as a whole; or (C) involves or could reasonably be expected
to involve an obligation of a nature or magnitude which is, in any
such case, material in the context of the Wider i-design Group
taken as a whole;
(ix) other than by a wholly-owned member of the i-design Group,
purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
condition 1(e)(i) above, made any other material change to any part
of its share capital;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action nor had
any steps taken or legal proceedings started or threatened against
it or petition presented or order made for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for it
to enter into any arrangement or composition for the benefit of its
creditors, or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of it or any of
its assets or revenues (or any analogous proceedings in any
jurisdiction or had any such person appointed);
(xi) been unable, or admitted in writing that is unable, to pay
its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xii) save as between i-design and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any
body corporate, partnership or business or acquired or disposed of,
or transferred, mortgaged or charged or created any security
interest over, any material assets or any right, title or interest
in any material asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so or to any
material change in its loan capital, in each case to an extent
which is material in the context of the Wider i-design Group taken
as a whole;
(xiii) made any material alteration to its articles of
association or other constitutional documents;
(xiv) proposed, agreed to or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by
the Wider i-design Group (other than to allow the cashless exercise
of options held under the i-design Share Schemes) in a manner which
is material in the context of the Wider i-design Group taken as a
whole; or
(xv) entered into any contract, commitment, agreement or
arrangement or passed any resolution or made any offer (which
remains open for acceptance) with respect to or announced an
intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition;
(f) save as Disclosed, since 30 September 2012:
(i) there having been no adverse change or deterioration in the
business, assets, financial or trading position or profits of
i-design or any other member of the Wider i-design Group which is
material in the context of the Wider i-design Group taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or
instituted by or against or remaining outstanding against any
member of the Wider i-design Group and no enquiry or investigation
by or complaint or reference to any Relevant Authority against or
in respect of any member of the Wider i- design Group having been
instituted, threatened or announced by or against or remaining
outstanding in respect of any member of the Wider i-design Group
which in any such case is or is reasonably likely to be material in
the context of the Wider i-design Group taken as a whole;
(iii) no contingent or other liability in respect of any member
of the Wider i-design Group having arisen or been incurred, become
apparent or increased which would reasonably be expected to
adversely affect any member of the Wider i-design Group in a manner
which is material in the context of the Wider i-design Group taken
as a whole; or
(iv) no steps having been taken, and no omission having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider i-design Group which is necessary for the
proper carrying on of its business and where such withdrawal,
cancellation, termination or modification would be material in the
context of the Wider i-design Group, taken as a whole;
(g) save as Disclosed, Cardtronics UK not having discovered that:
(i) the financial, business or other information concerning the
Wider i-design Group publicly announced or disclosed at any time to
any member of the Wider Cardtronics Group by or on behalf of any
member of the Wider i-design Group, is misleading, contains a
material misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading
which has not been corrected by being Disclosed, in each case to an
extent which is material in the context of the Wider i-design Group
taken as a whole in the context of the Offer;
(ii) any member of the Wider i-design Group is subject to any
liability (contingent or otherwise) which is material in the
context of the Wider i-design Group taken as a whole in the context
of the Offer;
(iii) any past or present member of the Wider i-design Group has
not complied with OECD Convention on Combating Bribery of Foreign
Public Officials in International Business Transactions and any
laws implementing the same, the UK Bribery Act 2010 and the US
Foreign Corrupt Practices Act of 1977;
(iv) any past or present member of the Wider i-design Group has
not complied with any and all applicable laws and regulations of
any relevant jurisdiction relating to the use, treatment, handling,
transport, release, emission, disposal, discharge, deposit,
spillage or leak of waste or hazardous or harmful substances on or
about or from any land or property of any description or other
asset now or previously owned, occupied or made use of by any past
or present member of the Wider i-design Group which non-compliance
would be reasonably likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider
i-design Group which is material in the context of the Wider
i-design Group taken as a whole;
(v) there has been a disposal, spillage, emission, discharge or
leak of waste or hazardous substance or any substance reasonably
likely to impair the environment or harm human health on, or from,
any land or other asset now or previously owned, occupied or made
use of by any past or present member of the wider i-design Group,
or in which any such member may now or previously have had an
interest, which would be reasonably likely to give rise to any
liability (whether actual or contingent) on the part of any member
of the wider i- design Group to an extent which would be material
in the context of the wider i-design Group taken as a whole;
(vi) there is or is reasonably likely to be any obligation or
liability (whether actual or contingent) of any past or present
member of the Wider i-design Group to or requirement to make good,
repair, reinstate or clean-up any property, asset or any controlled
waters now or previously owned, occupied, operated or made use of
by any past or present member of the Wider i- design Group, in any
case to an extent which is material in the context of the Wider
i-design Group taken as a whole; or
(vii) any information which affects the import of any
information Disclosed to an extent which is material in the context
of the Wider i-design Group as a whole.
2. Cardtronics reserves the right to waive all or any of
conditions 1(b) to 1(g) (inclusive) above, in whole or in part.
Except with the consent of the Panel, the Offer will lapse unless
conditions 1(b) to 1(g) (inclusive) of the Offer set out above are
fulfilled or, if capable of waiver, waived or, where appropriate,
have been determined by Cardtronics UK in its opinion to be or to
remain satisfied by midnight (London time) on the date which is 21
days after the later of the First Closing Date and the date on
which condition 1(a) is satisfied (or in each case such later date
as Cardtronics UK may, with the consent of the Panel, decide).
Cardtronics UK shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the conditions 1(b) to 1(g) (inclusive) by any
date earlier than the latest date specified above for satisfaction
of that condition notwithstanding that the other conditions to the
Offer may at such earlier date have been waived or satisfied and
that there are at such earlier date no circumstances indicating
that any such conditions may not be capable of fulfilment or
satisfaction.
3. If Cardtronics UK is required by the Panel to make an offer
for i-design Shares under the provisions of Rule 9 of the City
Code, Cardtronics UK may make such alterations to the conditions as
are necessary to comply with the provisions of that Rule.
Section B: Certain Further Terms of the Offer
4. The Offer will lapse (unless otherwise agreed by the Panel)
if it is referred to the Competition Commission in the United
Kingdom before the later of 1.00 p.m. (London time) on the First
Closing Date and the date on which the Offer becomes or is declared
unconditional as to acceptances.
5. If the Offer lapses, the Offer will cease to be capable of
further acceptance and persons accepting the Offer and Cardtronics
UK shall thereupon cease to be bound by acceptances delivered on or
before the date on which the Offer so lapses.
6. Cardtronics UK reserves the right to elect with the agreement
of i-design (and the consent of the Panel (where necessary)) to
implement the acquisition of the i-design Shares by way of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies
Act. In such event, the Scheme will be implemented on the same
terms (subject to appropriate amendments), so far as applicable, as
those which apply to the Offer. In particular, condition 1(a) will
not apply and the Scheme will become effective and binding
following:
(i) approval at the Court Meeting (or any adjournment thereof)
by a majority in number of the i-design Shareholders present and
voting, either in person or by proxy, representing 75 per cent. or
more in value of the i-design Shares held by such holders;
(ii) the resolution(s) required to approve and implement the
Scheme and approve any Reduction of Capital and to be set out in
the notice of General Meeting of i-design Shareholders being passed
by the requisite majorities at such General Meeting; and
(iii) the sanction of the Scheme and confirmation of any Capital
Reduction by the Court (in both cases with or without
modifications, on terms reasonably acceptable to i-design and
Cardtronics UK) and, if the Court orders, an office copy of the
order of the Court sanctioning the Scheme and confirming the
Capital Reduction (and the requisite statement of capital attached
thereto) being delivered for registration to the Registrar of
Companies in Scotland.
7. The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdiction. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
8. i-design Shares acquired under the Offer will be acquired
fully paid with full title guarantee and free from all liens,
equitable interests, charges encumbrances, rights of pre-emption
and any other third party rights or interests and together with all
rights existing as at the date of this Announcement or thereafter
attaching thereto including, without limitation, voting rights and
the right to receive and retain, in full, all dividends and other
distributions (if any) declared, made or paid or any return of
capital (whether by way of reduction of share capital or share
premium account or otherwise) made on or after the date of this
Announcement in respect of the i-design Shares. Accordingly,
insofar as a dividend and/or a distribution and/or a return of
capital is proposed, declared, made, paid or payable by i-design in
respect of an i-design Share on or after the date of this
Announcement, the price payable under the Offer in respect of an
i-design Share will be reduced by the amount of the dividend and/or
distribution and/or return of capital except insofar as the
i-design Share is or will be transferred pursuant to the Offer on a
basis which entitles Cardtronics UK alone to receive the dividend
and/or distribution and/or return of capital and to retain it. To
the extent that a reduction in the price payable pursuant to the
Offer in respect of an i-design Share is to apply in respect of a
dividend and/or distribution and/or return of capital but that
reduction in price has not been effected, the person to whom the
Offer Price is paid in respect of that i-design Share will be
obliged to account to Cardtronics UK for the amount of such
dividend or distribution or return of capital.
9. Under Rule 13.5(a) of the City Code, Cardtronics UK may only
invoke a condition so as to cause the Offer not to proceed, to
lapse or to be withdrawn where the circumstances give rise to the
right to invoke the condition are of material significance to
Cardtronics UK in the context of the Offer. Condition 1(a) is not
subject to Rule 13.5(a) of the City Code.
10. The Offer will be governed by English law, will be subject
to the jurisdiction of the English courts and will be subject to
the terms and conditions set out above and those further terms that
will be set out in the Offer Document and in the Form of
Acceptance. The Offer will also comply with the City Code and the
AIM Rules.
Appendix II
Sources of information and bases of calculation
In this Announcement, unless otherwise stated, or the context
otherwise requires, the following bases and sources have been
used:
1. the financial information relating to i-design has been
extracted or derived (without material adjustment) from the audited
consolidated financial statements for the i-design Group for the
financial years ended 30 September 2011 and 30 September 2012;
2. the value of the Offer is calculated on the basis of the
fully diluted number of i-design Shares in issue referred to in
paragraph 3 below;
3. the fully diluted share capital of i-design (being 14,235,437
i-design Shares) is calculated on the basis of 14,105,437 i-design
Shares in issue on 12 February 2013, and in addition up to a
maximum of 130,000 further i-design Shares which are considered to
be in-the-money at the Offer Price and may be issued on or after
the date of this Announcement following the exercise of options, or
settled via alternative means or via the vesting of options under
the i-design Share Schemes;
4. unless otherwise stated, all prices and Closing Prices for
i-design Shares are closing middle market quotations derived from
the AIM appendix to the Daily Official List; and
5. for the purposes of comparison to the Offer Price, the
average Closing Price of 39.7 pence per i-design Share during the
12 months prior to 13 February 2013 is rounded to one decimal
place.
Appendix III Irrevocable undertakings
(A) Directors' irrevocable undertakings
Cardtronics and Cardtronics UK has received irrevocable
undertakings from each of the i-design Directors to accept (or
procure acceptance of) the Offer in respect of their entire
beneficial holdings of 3,467,941 i-design Shares, representing, in
aggregate, approximately 24.6 per cent. of the existing issued
share capital of i-design. The i-design Directors have also
irrevocably undertaken to accept the Offer in respect of any
i-design Shares that they acquire under the i-design Share Schemes,
of which options over, in aggregate, 90,000 i-design Shares are
considered to be in-the-money at the Offer Price. These 90,000
i-design Shares, together with their existing holdings referred to
above, represent, in aggregate, approximately 25.0 per cent. of the
fully diluted share capital of i-design based on the exercise of
all vested options which are in-the- money at the Offer Price under
the i-design Share Schemes.
Name of i-design Number of i-design Number of in-the-money
Shares options
Director in respect of which Percentage of over i-design Shares
giving existing in respect
undertaking undertaking is given issued share of which undertaking
capital is given
James Faulds 1,102,840* 7.8% -
Ana Stewart 2,272,844 16.1% -
Ian Sunter 63,591 0.5% 90,000
Mark Hogarth 28,666 0.2% -
Total 3,467,941 24.6% 90,000
* This includes 471,000 i-design Shares held by Fontmerle
Limited, a company of which James Faulds is a director.
These irrevocable undertakings will cease to be binding if:
(i) the Offer Document and the Form of Acceptance are not posted
to i-design Shareholders within 28 days of the date of this
Announcement (or such later date as Cardtronics and i-design may,
with the consent of the Panel, agree);
(ii) should the Acquisition be implemented by way of a Scheme,
the Scheme Document and appropriate form(s) of proxy are not posted
to i-design Shareholders within 28 days from the date of the press
announcement announcing the change in structure (or such other date
as the Panel may require);
(iii) the Panel requires that the Acquisition not be made; or
(iv) the Acquisition lapses, is withdrawn at any time or is not
implemented, provided that the reason for such lapse, withdrawal or
lack of implementation is not because Cardtronics has elected to
switch so as to proceed with the Acquisition by way of a Scheme
rather than by way of the Offer or vice versa.
(B) Other undertakings
Cardtronics and Cardtronics UK have also received irrevocable
undertakings from certain other i-design Shareholders to accept the
Offer in respect of, in aggregate, 5,312,474 i-design Shares,
representing, in aggregate, approximately 37.7 per cent. of the
existing issued share capital of i-design. James Vincent (an
employee of the i-design Group) has also irrevocably undertaken to
accept the Offer in respect of any i-design Shares that he acquires
under the i-design Share Schemes, of which options over, in
aggregate, 40,000 i- design Shares are considered to be
in-the-money at the Offer Price. These 40,000 i-design Shares
together with the irrevocable undertakings received from the other
i-design Shareholders referred to above, represent, in aggregate,
approximately 62.6 per cent. of the fully diluted share capital of
i-design based on the exercise of all vested options which are
in-the-money at the Offer Price under the i-design Share
Schemes.
Number of i-design Number of in-the-money
Name of i-design Shares options
Shareholder in respect of Percentage of over i-design Shares
giving which existing in respect
undertaking is issued share of which undertaking
undertaking given capital is given
Ralph Hasselgren 1,550,000 11.0% -
Richard Swinfen 420,500 3.0% -
James Vincent - - 40,000
Sigma Technology
Management 1,804,763* 12.8% -
Hargreave Hale
Limited** 535,000 3.8% -
Rathbone Nominees
Limited 345,711 2.5% -
Scottish Enterprise 656,500 4.7% -
Total 5,312,474 37.7% 40,000
* This represents the total number of i-design Shares held by
funds which Sigma Capital has ultimate control and includes
i-design Shares held by the Sigma Funds and Sigma Technology
Management.
** For and on behalf of Marlborough Fund Managers.
The irrevocable undertakings given by Ralph Hasselgren, Richard
Swinfen and James Vincent will cease to be binding:
(i) if the Offer Document and the Form of Acceptance are not
posted to i-design Shareholders within 28 days of the date of this
Announcement (or such later date as Cardtronics and i-design may,
with the consent of the Panel, agree);
(ii) should the Acquisition be implemented by way of a Scheme,
if the Scheme Document and appropriate form(s) of proxy are not
posted to i-design Shareholders within 28 days from the date of the
press announcement announcing the change in structure (or such
other date as the Panel may require);
(iii) if the Panel requires that the Acquisition not be made; or
(iv) if the Acquisition lapses, is withdrawn at any time or is
not implemented, provided that the reason for such lapse,
withdrawal or lack of implementation is not because Cardtronics UK
has elected to switch so as to proceed with the Acquisition by way
of a Scheme rather than by way of the Offer or vice versa.
The irrevocable undertaking given by Sigma Technology Management
will cease to be binding:
(i) if the Offer Document and the Form of Acceptance are not
posted to i-design Shareholders within three days of the date of
this Announcement (or such later date as Cardtronics and i-design
may, with the consent of the Panel, agree);
(ii) should the Acquisition be implemented by way of a Scheme,
if the Scheme Document and appropriate form(s) of proxy are not
posted to i-design Shareholders within seven days from the date of
the press announcement announcing the change in structure (or such
other date as the Panel may require);
(iii) if the Panel requires that the Acquisition not be made; or
(iv) if the Acquisition lapses, is withdrawn at any time or is
not implemented, provided that the reason for such lapse,
withdrawal or lack of implementation is not because Cardtronics has
elected to switch so as to proceed with the Acquisition by way of a
Scheme rather than by way of the Offer or vice versa.
The irrevocable undertakings given by Hargreave Hale Limited
("Hargreave Hale"), Rathbone Nominees Limited ("Rathbone Nominees")
and Scottish Enterprise will cease to be binding:
(i) if the Offer Document and the Form of Acceptance are not
posted to i-design Shareholders within 28 days of the date of this
Announcement (or such later date as Cardtronics and i-design may,
with the consent of the Panel, agree);
(ii) should the Acquisition be implemented by way of a Scheme,
if the Scheme Document and appropriate form(s) of proxy are not
posted to i-design Shareholders within 28 days from the date of the
press announcement announcing the change in structure (or such
other date as the Panel may require);
(iii) if the Panel requires that the Acquisition not be made;
(iv) if the Acquisition lapses, is withdrawn at any time or is
not implemented, provided that the reason for such lapse,
withdrawal or lack of implementation is not because Cardtronics has
elected to switch so as to proceed with the Acquisition by way of a
Scheme rather than by way of the Offer or vice versa; or
(v) if an Alternative Offer (as defined below) has been
announced by a third party in accordance with the requirements of
Rule 2.7 of the City Code. An "Alternative Offer" means an offer by
a third party for the entire issued and to be issued share capital
of i-design (other than any shares held by such third party or
persons acting in concert with it) which the financial adviser to
i-design determines (acting reasonably) represents at least a 10
per cent. premium to the value of the Acquisition. In such event
Cardtronics and each of Hargreave Hale, Rathbone Nominees and
Scottish Enterprise agree that where, within 96 hours of the
announcement of such Alternative Offer, Cardtronics further
announces a revised Acquisition in accordance with Rule 2.7 of the
City Code, which the financial adviser to i-design determines
(acting reasonably) values the i-design Shares at the same or a
higher price than under the Alternative Offer, the irrevocable
undertakings given by Hargreave Hale, Rathbone Nominees and
Scottish Enterprise will remain in force.
Appendix IV Definitions of terms used
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
"Acquisition" the proposed acquisition of the entire issued and
to be issued share capital of i-design by Cardtronics UK to be
effected by means of the Offer (or, if Cardtronics so elects, a
Scheme) and, where the context permits, any subsequent variation,
revision, extension or renewal thereof;
"AIM" the AIM market of the London Stock Exchange;
"AIM Rules" the London Stock Exchange's "AIM Rules for
Companies" publication;
"Announcement" this announcement of the Offer made pursuant to
and in
accordance with Rule 2.7 of the City Code dated 13 February 2013;
"ATM" automated teller machine;
"Board" the board of directors of the relevant company;
"business day" a day (excluding Saturdays, Sundays and public
holidays) on which clearing banks are generally open for business
in the City of London and Edinburgh;
"Capital Reduction" any proposed reduction of i-design's share
capital to be provided for by a Scheme;
"Cardtronics" Cardtronics, Inc. a corporation organised under
the laws of the state of Delaware, USA;
"Cardtronics Cash Incentive Plan" the cash incentive plan
adopted by the Cardtronics executive
management on an annual basis;
"Cardtronics Annual Executive the Cardtronics Annual Executive
Cash Incentive Plan
Cash Incentive Plan" adopted in 2010;
"Cardtronics Annual Long Term the Cardtronics Annual Long Term Equity Incentive Plan
Equity Incentive Plan" adopted in 2011;
"Cardtronics Group" Cardtronics and its subsidiaries and
subsidiary undertakings, associated undertakings and any other
undertaking in which Cardtronics and/or such undertakings
(aggregating their interest) have a Substantial Interest;
"Cardtronics Responsible Persons" the Cardtronics UK Directors;
"Cardtronics Restricted Stock" common stock of $0.0001 each in
the capital of Cardtronics;
"Cardtronics UK" Cardtronics Creative UK Limited, a private
limited company registered in England and Wales with registered
number 8266653;
"Cardtronics UK Directors" the directors of Cardtronics UK;
"certificated" or "in certificated form" in relation to a share,
not in uncertificated form (that is, not in
CREST);
"City Code" the City Code on Takeovers and Mergers (as amended)
and as from time to time interpreted by the Panel;
"Closing Price" the closing middle market quotation of an
i-design Share as derived from the AIM appendix to the Daily
Official List;
"Companies Act" the Companies Act 2006 (as amended);
"Conditions" the conditions to the Offer which are set out in
Appendix I to this Announcement and to be set out in the Offer
Document;
"Confidentiality Agreement" has the meaning given in paragraph
12(a) of this
Announcement;
"Consultancy Agreement" has the meaning given in paragraph 12(e)
of this
Announcement;
"Court" the Court of Session, Edinburgh, Scotland;
"Court Meeting" any meeting of i-design Shareholders (and any
adjournment thereof) convened pursuant to an order of the Court
under Part 26 of the Companies Act for the purposes of considering
and, if thought fit, approving a Scheme (with or without
amendment);
"CREST" the relevant system (as defined in the CREST
Regulations) of which Euroclear is the operator (as defined in the
CREST Regulations);
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No.
3755);
"Daily Official List" the daily official list of the London
Stock Exchange;
"DC Advisory" Daiwa Corporate Advisory Limited, sole financial
adviser to Cardtronics and Cardtronics UK;
"Deed of IPR Assignment" has the meaning given in paragraph
12(d) of this
Announcement;
"Deed of Restrictive Covenants" has the meaning given in
paragraph 12(c) of this
Announcement;
"Deloitte" or "Deloitte Corporate Finance" Deloitte Corporate
Finance, a division of Deloitte LLP whose
registered office is 2 New Street Square, London EC4A 3BZ,
United Kingdom, sole financial adviser to i-design;
"Disclosed" the information disclosed by or on behalf of
i-design:
(i) in i-design's annual report and accounts for the period ended 30 September 2012;
(ii) in any other announcement through a Regulatory Information
Service prior to the date of this Announcement; or
(iii) in writing (including by email) or via the agreed data
exchange process to Cardtronics or Cardtronics UK (or their
respective officers, employees, agents or advisers) by or on behalf
of i-design prior to the date of this Announcement;
"EBITDA" earnings before interest, tax, depreciation and
amortisation;
"Employment Contract Side Letters" has the meaning given in
paragraph 12(f) of this
Announcement;
"Euroclear" Euroclear UK & Ireland Limited, a company
incorporated under the laws of England and Wales;
"Financial Services Authority" or "FSA" the Financial Services
Authority, in its capacity as the
competent authority for the purpose of the Financial Services
and Markets Act 2000 (as amended);
"First Closing Date" 6 March 2013;
"Form of Acceptance" the form of acceptance and authority
relating to the Offer which will be distributed with the Offer
Document;
"General Meeting" any meeting of i-design Shareholders (and any
adjournment thereof) to be convened in connection with a
Scheme;
"i-design" i-design group plc, a public limited company
registered in Scotland with registered number SC324540;
"i-design Directors" the directors of i-design;
"i-design Group" i-design and its subsidiaries and subsidiary
undertakings;
"i-design Share Schemes" (i) the i-design group plc Enterprise
Management
Incentive Scheme adopted in 2007;
(ii) the i-design group plc Unapproved Share Option Scheme adopted in 2007; and
(iii) the i-design Employee Share Scheme adopted in 2003;
"i-design Shareholders" the holders of i-design Shares;
"i-design Shares" ordinary shares of 10 pence each in the
capital of i-design and "i-design Share" will be construed
accordingly and any further such shares which are unconditionally
allotted or issued fully paid, or credited as fully paid, before
the date on which the Offer closes (or, such earlier date as
Cardtronics UK may, subject to the City Code, decide, not being
earlier than (a) the date on which the Offer becomes or is declared
unconditional as to acceptances; or (b), if later, the First
Closing Date);
"in-the-money" in relation to the i-design Share Schemes,
options which have an exercise price below the Offer Price;
"London Stock Exchange" London Stock Exchange plc;
"Management Arrangements" collectively the terms of the
Employment Contract Side
Letters, the Restricted Stock Agreements, the Consultancy
Agreement and the terms of employment discussed and agreed in
principle with Richard Swinfen and James Vincent;
"Offer" the cash offer to be made by Cardtronics UK to acquire
all of the i-design Shares on the terms and subject to the
conditions to be set out in the Offer Document and (in respect of
i-design Shares held in certificated form) in the Form of
Acceptance and, where the context so requires, any subsequent
revision, variation, extension or renewal thereof;
"Offer Document" the document to be published containing the
Offer and sent to i-design Shareholders following the date of this
Announcement containing, inter alia, the terms and conditions of
the Offer;
"Offer Period" the period commencing on (and including) 13
February 2013 until whichever of the following dates shall be the
latest: (a) the First Closing Date; (b) the date on which the Offer
lapses or is withdrawn; and (c) the date on which the Offer becomes
or is declared unconditional as to acceptances;
"Offer Price" 60 pence in cash per i-design Share;
"Panel" the Panel on Takeovers and Mergers;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001/3755);
"Regulatory Information Service" any information service
authorised from time to time by the
FSA for the purpose of disseminating regulatory
announcements;
"Restricted Jurisdiction" United States, Australia, Canada and
Japan and any other
jurisdiction where the relevant action would constitute a
violation of the relevant laws and regulations of such
jurisdiction;
"Restricted Stock Award Letter" a letter under which Cardtronics
agrees to award shares of
Cardtronics Restricted Stock;
"Restricted Stock Agreement" an agreement relating to the award
of shares of Cardtronics
Restricted Stock;
"Scheme" a scheme of arrangement under Part 26 of the Companies
Act which may be used as an alternative method of implementing the
Acquisition, the full terms of which would be set out in a Scheme
Document with or subject to any modification, addition or condition
which Cardtronics and i-design may agree, and if required, the
Court may approve or impose;
"Scheme Document" should the Acquisition be implemented by way
of a Scheme, the document to be dispatched to i-design Shareholders
setting out the terms of the Scheme;
"Sigma" Sigma Capital Group plc;
"Sigma Funds" Sigma Innovation Fund (East of Scotland) and Sigma
Technology Venture Fund;
"Sigma Technology Management" Sigma Technology Management
Limited, a subsidiary of
Sigma;
"Stock Purchase and Holding Agreement" has the meaning given in
paragraph 12(b) of this
Announcement;
"subsidiary", "subsidiary undertaking", shall be construed in
accordance with the Companies Act;
"undertaking" and "associated undertaking"
"Substantial Interest" in relation to an undertaking, a direct
or indirect interest of 20 per cent. or more of the total voting
rights conferred by the equity share capital (as defined in section
548 of the Companies Act) of such undertaking;
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"US" or "United States" the United States of America, its
territories and possessions,
any state of the United States of America and the District of
Columbia and all other areas subject to its jurisdiction;
"Wider Cardtronics Group" Cardtronics, its subsidiary
undertakings, associated
undertakings, parent undertakings, subsidiary undertakings of
its parent undertakings and any other undertakings in which that
company and such undertakings (aggregating their interests) have a
Substantial Interest;
"Wider i-design Group" i-design, its subsidiary undertakings,
associated undertakings
and any other undertakings in which that company and such
undertakings (aggregating their interests) have a Substantial
Interest;
"GBP", "pence" and "p" the lawful currency of the UK from time
to time; and
"$" the lawful currency of the United States from time to time.
In this Announcement, the references to the singular includes the
plural and vice versa, unless the context
otherwise requires. References to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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