Issue of Equity
10 Dezember 2009 - 6:46PM
UK Regulatory
TIDMRNOW
RNS Number : 9561D
Research Now plc
10 December 2009
+----------------------------------------------------+------------------------+
| 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 |
+-----------------------------------------------------------------------------+
| PRESS ANNOUNCEMENT |
+-----------------------------------------------------------------------------+
| FOR IMMEDIATE RELEASE |
| |
+-----------------------------------------------------------------------------+
| 10 December 2009 | |
+----------------------------------------------------+------------------------+
| RESEARCH NOW PLC ("RESEARCH NOW" OR THE "COMPANY") OFFER UPDATE |
+----------------------------------------------------+------------------------+
Issue of Ordinary Shares
Research Now today announces that 715,740 Ordinary Shares have been allotted and
issued following the exercise of options pursuant to proposals made to Research
Now Optionholders under the Scheme.
Following the exercise of the options described above, the Directors of Research
Now have the following interests in Ordinary Shares:
+------------------+------------------+---------------+---------------------+
| Director | Number of | Exercise | Total number of |
| | Options | price | Ordinary Shares in |
| | exercised | | which interested |
| | | | after exercise |
+------------------+------------------+---------------+---------------------+
| Geoff Westmore | 66,625 | GBP0.02 | 1,096,705 |
+------------------+------------------+---------------+---------------------+
| Richard Dale | 50,000 | GBP1.30 | 300,000* |
+------------------+------------------+---------------+---------------------+
| Chris Havemann | 85,815 | GBP0.02 | 1,693,122** |
+------------------+------------------+---------------+---------------------+
| | 40,000 | GBP1.30 | - |
+------------------+------------------+---------------+---------------------+
| Nathan Runnicles | 38,300 | GBP2.61 | 128,300 |
+------------------+------------------+---------------+---------------------+
| | 90,000 | GBP0.02 | - |
+------------------+------------------+---------------+---------------------+
* Richard Dale is beneficially interested in 250,000 Ordinary Shares registered
in the name of Strand Nominees Limited.
**Chris Havemann is beneficially interested in 2,307 Ordinary Shares registered
in the name of the SIP and 1,575,000 Ordinary Shares registered in the name of
Canaccord Nominees Limited. For personal tax planning purposes, Mr Havemann has
today transferred 10,000 Ordinary Shares for nil consideration into the name of
his wife and 30,000 Ordinary Shares have been transferred for the benefit of his
three infant children. Mr Havemann retains the voting rights to 30,000 Ordinary
Share transferred to his children. Mr Havemann therefore now holds the voting
rights to 1,693,122 Ordinary Shares.
In accordance with Rule 2.10 of the Takeover Code, Research Now confirms that,
as at 10 December 2009, it has 19,703,049 ordinary shares of 2 pence each in
issue. The ISIN reference for these shares is GB00B0CTWT77.
Unless the context otherwise requires, terms defined in the announcement dated
23 October 2009 have the same meaning in this announcement.
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.
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement
can be found at www.researchnow.co.uk
+--------------------------------------------+--------------------------+
| |
+--------------------------------------------+
| Enquiries: |
+--------------------------------------------+
| Research Now | 020 7921 2400 |
| Geoff Westmore | |
| Chris Havemann | |
| Nathan Runnicles | |
| | |
+--------------------------------------------+--------------------------+
| Hawkpoint | 020 7665 4500 |
| Simon Gluckstein | |
| Emily Ashwell | |
| | |
+--------------------------------------------+--------------------------+
| Canaccord Adams Limited | 020 7050 6500 |
| Mark Williams | |
| | |
+--------------------------------------------+--------------------------+
| Hudson Sandler | 020 7796 4133 |
| Alistair Mackinnon-Musson | |
| Nathan Field | |
| | |
+--------------------------------------------+--------------------------+
| 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. |
| Canaccord Adams Limited, which is regulated by The Financial Services |
| Authority, is acting for Research Now, as nominated adviser and |
| broker 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. |
| 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. |
| The distribution of this announcement in jurisdictions other than the |
| United Kingdom may be restricted by the laws of those jurisdictions |
| and therefore persons who are subject to the laws of any jurisdiction |
| other than the United Kingdom should inform themselves about, and |
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