Offer Update
10 Dezember 2009 - 2:08PM
UK Regulatory
TIDMRNOW
RNS Number : 9265D
Research Now plc
10 December 2009
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| NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO |
| OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION |
| OF THE RELEVANT LAWS OF SUCH JURISDICTION |
| |
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| PRESS ANNOUNCEMENT |
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| FOR IMMEDIATE RELEASE |
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| 10 December 2009 | |
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| RESEARCH NOW PLC ("RESEARCH NOW" OR THE "COMPANY") OFFER UPDATE |
| |
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| Court sanction of Scheme |
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| In relation to the recommended Acquisition by e-Rewards Bidco of Research |
| Now (which was |
| approved by Research Now Shareholders on 25 November 2009), Research Now |
| is pleased to announce that at the Court Hearing today the Court |
| sanctioned the Scheme under Part 26 of the |
| Companies Act 2006. The order of the Court will be delivered to the |
| Registrar of Companies on 11 December 2009 and the Scheme is expected to |
| become effective on 15 December 2009. |
| The last day of dealings in, and for registration of transfers of, |
| Ordinary Shares is tomorrow, 11 December 2009. Accordingly, dealings will |
| be suspended from the London Stock Exchange's AIM market with effect from |
| 7.00 a.m. (London time) on 14 December 2009. A request has also been made |
| for the cancellation of admission to trading in Ordinary Shares on AIM |
| with effect from 7.00 a.m. (London time) on 15 December 2009. |
| Unless the context otherwise requires, terms defined in the announcement |
| dated 23 October 2009 have the same meaning in this announcement. |
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| |
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| Enquiries: | |
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| | |
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| Research Now | |
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| Geoff Westmore | 020 7921 2400 |
| Chris Havemann | |
| Nathan Runnicles | |
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| | |
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| Hawkpoint | 020 7665 4500 |
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| Simon Gluckstein | |
| Emily Ashwell | |
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| | |
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| Canaccord Adams Limited | 020 7050 6500 |
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| Mark Williams | |
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| | |
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| Hudson Sandler | 020 7796 4133 |
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| Alistair Mackinnon-Musson | |
| Nathan Field | |
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| |
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| In accordance with Rule 19.11 of the Takeover Code, a copy of this |
| announcement can be found at www.researchnow.co.uk. |
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| |
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| Hawkpoint Partners Limited, which is regulated by The Financial Services |
| Authority, is acting for Research Now and no one else in connection with |
| this matter and will not be responsible to anyone other than Research Now |
| and its directors for providing the protections afforded to clients of |
| Hawkpoint Partners Limited or for providing advice in relation to this |
| matter, the content of this announcement or any matter referred to herein. |
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| |
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| Canaccord Adams Limited, which is regulated by The Financial Services |
| Authority, is acting for Research Now and no one else in connection with |
| this matter and will not be responsible to anyone other than Research Now |
| and its directors for providing the protections afforded to clients of |
| Canaccord Adams Limited or for providing advice in relation to this |
| matter, the content of this announcement or any matter referred to herein. |
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| |
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| This announcement is not intended to and does not constitute or form any |
| part of, an offer to sell or an invitation to purchase or the solicitation |
| of an offer to subscribe for any securities or the solicitation of any |
| vote or approval in any jurisdiction pursuant to the Proposals or |
| otherwise. |
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| |
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| The 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. |
| This announcement has been prepared for the purpose of complying with |
| English law and the Takeover Code and the information disclosed may not be |
| the same as that which would have been disclosed if this announcement had |
| been prepared in accordance with the laws of jurisdictions outside the |
| United Kingdom. |
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| |
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| Copies of this announcement are not being, and must not be, directly or |
| indirectly, mailed or otherwise forwarded, distributed or sent in or into |
| or from any Restricted Jurisdiction and persons receiving this |
| announcement (including custodians, nominees and trustees) must not mail |
| or otherwise forward, distribute or send it in or into or from any |
| Restricted Jurisdiction. The availability of the Proposals to persons not |
| resident in the UK may be affected by the laws of the relevant |
| jurisdiction in which they are located. Persons who are not resident in |
| the United Kingdom should inform themselves of and observe any applicable |
| requirements. |
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| |
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| The Proposals will be carried out by way of a scheme of arrangement under |
| English law and are subject to UK disclosure requirements, which are |
| different from those of the United States or Canada. The Proposals will be |
| subject to disclosure and other procedural requirements, including with |
| respect to withdrawal rights, timetable, settlement procedures and timing |
| of payments, that are different from those applicable under US or Canadian |
| procedures and law. |
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| |
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| Each Research Now Shareholder is urged to consult his independent |
| professional adviser immediately regarding the tax consequences of the |
| Proposals. |
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| |
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| Forward-looking statements: |
| This announcement contains certain forward-looking statements with respect |
| to the proposed acquisition of Research Now by e-Rewards and the expected |
| timetable for completing the Transaction. These forward-looking statements |
| can be identified by the fact that they do not relate only to historical |
| or current facts. Forward-looking statements often use words such as |
| "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", |
| "believe", "will", "may", "should", "would", "could" or other words of |
| similar meaning. These statements are based on assumptions and assessments |
| made by the boards of Research Now and e-Rewards in light of their |
| experience and their perception of historical trends, current conditions, |
| expected future developments and other factors they believe appropriate. |
| By their nature, forward-looking statements involve risk and uncertainty, |
| and the factors described in the context of such forward-looking |
| statements in this announcement could cause actual results and |
| developments to differ materially from those expressed in or implied by |
| such forward-looking statements. 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. Research Now and e-Rewards assume no obligation to update or |
| correct the information contained in this announcement, whether as a |
| result of new information, future events or otherwise, except to the |
| extent legally required. 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 out 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 Research Now or e-Rewards except |
| where expressly stated |
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| |
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| Dealing disclosure requirements: |
| Under the provisions of Rule 8.3 of the Takeover Code, if any person is, |
| or becomes, "interested" (directly or indirectly) in 1 per cent. or more |
| of any class of "relevant securities" of Research Now, all "dealings" in |
| any "relevant securities" of Research Now (including by means of an option |
| in respect of, or a derivative referenced to, any such "relevant |
| securities") must be publicly disclosed by no later than 3.30 p.m. (London |
| time) on the Business Day following the date of the relevant transaction. |
| This requirement will continue until the Effective Date or until the date |
| on which the Scheme lapses or is otherwise withdrawn or on which the |
| "offer period" otherwise ends, (or if e-Rewards elects to effect the |
| Proposals by way of a takeover offer, until the date on which such offer |
| becomes or is declared unconditional as to acceptances, lapses or is |
| otherwise withdrawn or on which the "offer period" otherwise ends) (or in |
| any event such later date(s) as the Panel may specify). If two or more |
| persons act together pursuant to an agreement or understanding, whether |
| formal or informal, to acquire an "interest" in "relevant securities" of |
| Research Now, they will be deemed to be a single person for the purpose of |
| Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code, all |
| "dealings" in "relevant securities" of Research Now, by e-Rewards or |
| Research Now, or by any of their respective "associates", must be |
| disclosed by no later than 12.00 noon (London time) on the Business Day |
| following the date of the relevant transaction. A disclosure table, |
| giving details of the companies in whose "relevant securities" "dealings" |
| should be disclosed, and the number of such securities in issue, can be |
| found on the Takeover Panel's website at |
| http://www.thetakeoverpanel.org.uk/. "Interests in securities" arise, in |
| summary, when a person has long economic exposure, whether conditional or |
| absolute, to changes in the price of securities. In particular, a person |
| will be treated as having an "interest" by virtue of the ownership or |
| control of securities, or by virtue of any option in respect of, or |
| derivative referenced to, securities. Terms in quotation marks are |
| defined in the Takeover 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, you should consult the Panel on |
| telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013. |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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