Friday 15.07.2005

Halliwells Advises On £87.3 Million Acquisition For Cardpoint

The boards of Cardpoint and Moneybox are pleased to announce that they have agreed the terms of a recommended cash offer for the whole of the issued and to be issued share capital of Moneybox by Cardpoint, valuing the Existing Moneybox Share Capital at approximately �87.3 million. The Offer is classified by the AIM rules as a reverse takeover and is therefore subject to the approval of Cardpoint Shareholders.

Law firm Halliwells advised Cardpoint plc on the acquisition. Halliwells' corporate team was led by partner Frank Shephard, solicitors Dan Bate and Lisa Stavropoulos and banking partner John Whatnall.

Moneybox was advised by Olswang.

Said Frank Shephard, corporate partner at Halliwells:

"This is a very significant transaction.

"We've been working with Cardpoint since it was a start up business. We advised on the company's first contract, floated it on AIM and have subsequently acted on a number of acquisitions."   

Having recently been named as "AIM Lawyer of The Year" at the Growth Company Awards 2005, Halliwells' continued involvement with companies such as Cardpoint is testament to its commitment to AIM.

Added Frank:

"We're working with a number of AIM businesses - new companies to the market and established AIM businesses expanding through acquisition. AIM will continue to be a focus for us moving forward."

Cardpoint will fund the consideration under the Offer through a proposed placing of 43,307,100 new Cardpoint Shares to raise approximately �55 million (before expenses) and new bank facilities totalling �80 million provided by Bank of Scotland Corporate. The Placing has been fully underwritten by Panmure Gordon.

- Under the terms of the Offer, Moneybox Shareholders will be entitled to receive 43 pence per Moneybox Share in cash, representing a premium of approximately:

- 22.9 per cent. to the closing price of 35 pence per Moneybox Share on 30 March 2005 being the last business day prior to the announcement by Moneybox that it had received an approach which may or may not lead to an offer;

- 10.3 per cent. to the average closing price of 39 pence per Moneybox Share during the twelve months up to and including 30 March 2005 being the last business day prior to the announcement by Moneybox that it had received an approach which may or may not lead to an offer; and

- 1.8 per cent. to the closing price of 42 pence per Moneybox Share on 13 July 2005 being the last business day prior to this announcement.

- The offer from Cardpoint represents an attractive cash price for Moneybox Shareholders and values the Existing Moneybox Share Capital at approximately �87.3 million.

- The Moneybox Directors, who have been advised by KPMG Corporate Finance, consider that the terms of the Offer are fair and reasonable and will unanimously recommend that Moneybox Shareholders accept the Offer. The Moneybox Directors and certain persons connected with the Moneybox Directors have provided irrevocable undertakings to accept the Offer in respect of 29,433,632 Moneybox Shares representing approximately 14.5 per cent. of the Existing Moneybox Share Capital.

- Certain Moneybox Shareholders have irrevocably undertaken to accept the Offer in respect of a total of 42,267,175 Moneybox Shares, representing approximately 20.8 per cent. of the Existing Moneybox Share Capital.

- Moneybox deploys, manages and maintains independent cash machines in the UK, Germany and The Netherlands as well as payment processing, cashless payment and access control systems in the UK.

- Cardpoint's principal activities are the operation of independent cash machines and electronic payment processing terminals. Cardpoint has operations in the UK and Germany. Cardpoint was formed in 2000 and its shares were admitted to trading on AIM in June 2002.

- The Cardpoint Directors believe that the acquisition of Moneybox represents an opportunity to significantly increase the scale of the Cardpoint Group's business, improve operating margins by reducing costs and to consolidate Cardpoint's position as a market leader in the independent ATM market.

- The Offer is being financed with new bank facilities of �80 million provided by Bank of
Scotland Corporate and a placing of new Cardpoint Shares raising approximately �55 million (before expenses). The Placing has been fully underwritten by Panmure Gordon

Commenting on the Offer, Mark Mills, Chief Executive Officer of Cardpoint, said:

'We are delighted to have agreed to acquire Moneybox with our offer being recommended unanimously by the Board of Moneybox.

"Moneybox has built a strong market position in the UK, Germany and The Netherlands, and we intend to solidify the Enlarged Group's position further by combining the key strengths of both businesses, utilising the enlarged management team's skills and providing an unrivalled service to our retailers and customers.

"Moneybox's management team is to be congratulated on its achievements in building a business with strong and enduring foundations."

Commenting on the Offer, Peter McNamara, Executive Chairman of Moneybox, said: "Moneybox has one of the leading positions in the UK independent ATM market, but increasing competition is driving consolidation within the sector. This process should provide an opportunity for greater efficiency and a further reduction of costs which are necessary to allow the industry to meet the needs of customers, shareholders and employees alike."

About Halliwells

Halliwells is one of the UK's leading multi-disciplinary law firms with over 1000 people and offices in Manchester, Liverpool, London and Sheffield



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