Offer Document Posted
30 Ottobre 2009 - 1:15PM
UK Regulatory
TIDMRNOW
RNS Number : 6837B
Research Now plc
30 October 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 |
| PRESS ANNOUNCEMENT |
| FOR IMMEDIATE RELEASE |
| 30 October 2009 |
| RESEARCH NOW PLC ("RESEARCH NOW" OR THE "COMPANY") |
| Posting of Scheme Document to Research Now Shareholders |
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| Further to the announcement on 23 October 2009 by e-Rewards regarding the |
| recommended cash acquisition of Research Now by e-Rewards (acting through |
| its wholly-owned UK subsidiary, |
| e-Rewards Bidco), Research Now announces that it has today posted the |
| Scheme Document to all Research Now Shareholders, setting out, amongst |
| other things, (i) the terms of the Scheme by which the acquisition of |
| Research Now is expected to be effected, and (ii) an explanatory statement |
| relating to the Scheme pursuant to part 26 of the Companies Act. |
| The Scheme Document will be posted to Research Now Optionholders, for |
| information only, in due course, and at such time appropriate proposals |
| will be made to Research Now Optionholders in respect of the Transaction. |
| The Court Meeting and General Meeting to sanction the Scheme are scheduled |
| to be held on 25 November 2009. Subject to, amongst other things, approval |
| at the relevant meetings, the Scheme is expected to become effective on or |
| around 15 December 2009. |
| A copy of the Scheme Document can be found on the Company's website |
| www.researchnow.co.uk. |
| 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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| Enquiries: |
| |
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| 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 | |
| | |
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| 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 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. |
| 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 United Kingdom 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. |
| The Proposals will be carried out by way of a scheme of arrangement under |
| English law and are subject to United Kingdom 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 timetable, settlement procedures and timing of |
| payments, that are different from those applicable under US or Canadian |
| procedures and law. |
| Each Research Now Shareholder is urged to consult his independent |
| professional adviser immediately regarding the tax consequences of the |
| Proposals. |
| 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. |
| 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 Bidco 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
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