02/11/2019 | Press release | Distributed by Public on 02/11/2019 06:04
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 February 2019
Earthport Plc ('Earthport')
Mastercard UK Holdco Limited ('Bidco')
an indirectly wholly-owned subsidiary of
Mastercard Incorporated ('Mastercard')
Update on non-binding letters of intent
On 25 January 2019, Mastercard Incorporated ('Mastercard') announced the terms of a cash offer by Mastercard UK Holdco Limited ('Bidco'), a wholly-owned subsidiary of Mastercard, for the entire issued and to be issued ordinary share capital of Earthport plc ('Earthport') (the 'Offer').
The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document (the 'Offer Document') posted to Earthport Shareholders on 25 January 2019.
Capitalised terms used in this announcement shall have the meanings given to them in the Offer Document.
As set out in the Offer Document, Mastercard received letters of intent from Miton Asset Management Limited, Lombard Odier Asset Management (Europe) Limited and Hank Uberoi, to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 81,540,565 Earthport Shares, representing, in aggregate, approximately 13.08 per cent. of the Earthport Shares in issue on 24 January 2019 (being the last Business Day prior to the publication of the Offer Document).
Subsequently, as announced on 29 January 2019 and 30 January 2019, Hank Uberoi disposed of, in aggregate, 7,000,000 Earthport Shares and the Uberoi foundation disposed of, in aggregate, 1,500,000 Earthport Shares, representing in aggregate, approximately 1.4 per cent. of the Earthport Shares in issue.
Mastercard notes that, on 8 February 2019, Visa International Service Association announced the terms of an increased cash offer of 37 pence per Earthport Share. Following this announcement, on 8 February 2019, Miton Asset Management Limited and Lombard Odier Asset Management (Europe) Limited, notified Mastercard that they no longer intend to accept, or procure the acceptance of, the Offer in respect of 53,082,444 Earthport Shares, representing, in aggregate, approximately 8.5 per cent. of the Earthport Shares in issue (together with the announcements made on 29 January 2019 and 30 January 2019, the 'Rule 2.10 Disclosures').
Further to this, on 9 February 2019, Hank Uberoi notified Mastercard that he no longer intends to accept, or procure the acceptance of, the Offer in respect of, in aggregate, 19,958,121 Earthport Shares, representing, in aggregate, approximately 3.2 per cent. of the Earthport Shares in issue on 8 February 2019 (being the latest practicable date prior to the date of this announcement).
Therefore, with effect from such notification and taking into account the Rule 2.10 Disclosures, Mastercard no longer holds any letters of intent to accept the Offer in respect of any Earthport Shares.
BofA Merrill Lynch
+44 (0) 20 7628 1000
(Financial adviser to Mastercard)
UK: Geoff Iles, Joshua Maguire
Corporate Broking: Tim Waddell, Oliver Elias
Merrill Lynch International ('BofA Merrill Lynch'), which is authorised by the UK Prudential Regulation Authority and regulated by the UK Financial Conduct Authority and the UK Prudential Regulation Authority, is acting exclusively for Mastercard and for no one else and will not be responsible to anyone other than Mastercard for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition is being made solely by means of the Offer Document and the Form of Acceptance (or if the Acquisition is implemented by way of a Scheme, the Scheme Document), which contains the full terms and Conditions of the Acquisition, including details of how to accept the Offer. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document.
The release, publication or distribution of this announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable legal and regulatory requirements. In particular the ability of persons who are not resident in the United Kingdom, to accept, or to procure the acceptance of, the Offer, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to the overseas shareholders are contained in the Offer Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code (and permitted by applicable law and regulation), the Acquisition is not being communicated, and will not be communicated, directly or indirectly, in or into, or by use of mails of or any means or instrumentality (including, but not limited to, by mail, telephonically or electronically by way of internet or otherwise) of interstate or foreign commerce of, or by any facilities of a national, state or securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction. Accordingly, unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, copies of this announcement and the Form of Acceptance are not being, and must not be, directly or indirectly mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Accordingly, any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement to any jurisdiction outside the United Kingdom, should inform themselves of, and observe, these restrictions and must not, directly or indirectly, mail, send or otherwise forward or distribute it in, into or from any Restricted Jurisdiction. Doing so may render any purported acceptance of the Offer invalid.
Important information for Earthport Shareholders in the United States
The Acquisition relates to shares of a UK company and is being effected by means of a contractual takeover offer under the Code and under the laws of England and Wales. The Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934 (the 'US Exchange Act'), or pursuant to any no action and exemptive relief therefrom granted to Bidco by the US Securities and Exchange Commission (the 'SEC'), and otherwise in accordance with the requirements of the Code. Accordingly, the Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
In accordance with, and to the extent permitted by, the Code, normal UK market practice and, to the extent permitted under Rule 14e-5 under the US Exchange Act, BofA Merrill Lynch and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Earthport Shares on AIM and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, as permitted by Rule 14e-5 under the US Exchange Act. In addition, in compliance with the Code, and pursuant to any exemptive relief being granted by the SEC or otherwise in compliance with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Earthport outside the Offer, such as in open market purchases or privately negotiated purchases, during the period in which the Offer remains open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any such purchases by Bidco or its affiliates will not be made at prices higher than the price of the Offer provided in this announcement unless the price of the Offer is increased accordingly. Any information about such purchases will be disclosed to the Panel and will be available to all investors (including US investors) from any Regulatory Information Service, including the Regulatory News Service on the AIM website, https://www.londonstockexchange.com/companies-and-advisors/aim/aim/aim.htm. To the extent that such information is required to be publicly disclosed in the United Kingdom in accordance with applicable regulatory requirements, this information will, as applicable, also be publicly disclosed in the United States.
Neither the Offer nor this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement or the merits of this Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Offer by a US holder as consideration for the transfer of its Earthport Shares pursuant to the Offer will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Earthport Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Offer applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Earthport is located outside the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Earthport's financial statements, and all financial information that is included in this announcement, or that may be included in the Offer Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. ('US GAAP'). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement has been audited in accordance with US GAAP or the auditing standards of the Public Company Accounting Oversight Board (United States).
The Acquisition is subject to the applicable requirements of the Code, the Panel and AIM. The Offer has been made in the US pursuant to applicable US tender offer rules or pursuant to any exemptive relief therefrom granted by the SEC.
Further details in relation to overseas shareholders are contained in the Offer Document.
Information relating to Earthport Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Earthport Shareholders, persons with information rights and other relevant persons for the receipt of communications from Earthport may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Earthport's website at www.earthport.comand on Mastercard's website at https://investor.mastercard.com/investor-relations/default.aspxby no later than 12.00 noon (London time) on the Business Day following this announcement.
Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Earthport Shareholders may request a hard copy of this announcement by contacting BofA Merrill Lynch on +44 (0) 20 7628 1000. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.