Exercise of Options & Rule 2.10 Disclosure

 

TIDMXPT TIDMAVI 
 
RNS Number : 7273K 
Xploite PLC 
23 April 2010 
 

Not for release, publication or distribution, in whole or in part, in, directly 
or indirectly, or into or from any jurisdiction where to do so would constitute 
              a violation of the relevant laws of such jurisdiction 
 
                  Exercise of Options & Rule 2.10 Disclosure 
 
The Company announces that, following the Court sanctioning of the Scheme of 
Arrangement earlier today, it has today issued a total of 1,206,898 ordinary 
shares of 10 pence each in the Company ("Ordinary Shares") at a price of 29 
pence per Ordinary Share to employees, including the following directors of the 
Company, pursuant to the exercise of options under the Xploite plc EMI Share 
Option Scheme: 
 
+-----------------+--------------+--------------+------------+ 
| Name            |    Number of |    Resultant |       % of | 
|                 |      Options |    number of |   enlarged | 
|                 |    exercised |     Ordinary |     issued | 
|                 |              |  Shares held |      share | 
|                 |              |              |    capital | 
+-----------------+--------------+--------------+------------+ 
| Ian Smith       |      344,828 |    4,415,403 |      19.2% | 
+-----------------+--------------+--------------+------------+ 
| Tony Weaver     |      344,828 |      860,785 |       3.7% | 
+-----------------+--------------+--------------+------------+ 
| Robert          |      344,828 |      357,557 |       1.6% | 
| Arrowsmith      |              |              |            | 
+-----------------+--------------+--------------+------------+ 
 
As a result of the Company's shares being suspended from trading on AIM, pending 
the Scheme becoming effective on 27 April 2010, application for admission of the 
shares issued under the EMI Share Option Scheme to trading on AIM will not be 
sought at the current time. The new Ordinary Shares will rank pari passu in all 
respects with the existing Ordinary Shares. 
 
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Xploite 
confirms that following the exercise of options, its issued share capital 
consists of 23,003,952 ordinary shares of 10p each. 
 
The ISIN reference for these securities is GB00B037D647. 
 
Terms defined in the Scheme Document dated 12 March 2010 shall have the same 
meaning in this announcement, save where the context otherwise requires. 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement will 
be published on Xploite's website at www.xploite.co.uk and Avisen's website at 
www.avisenplc.com. 
 
For further information please contact: 
 
+-------------------------------------------+-----------------+ 
| Xploite plc                               | 0870 737 2001   | 
+-------------------------------------------+-----------------+ 
| Ian Smith (Chief Executive Officer)       |                 | 
+-------------------------------------------+-----------------+ 
| Robert Arrowsmith (Chief Financial        |                 | 
| Officer)                                  |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Brewin Dolphin Investment Banking         | 0845 213 1000   | 
| (financial adviser to Xploite)            |                 | 
+-------------------------------------------+-----------------+ 
| Matt Davis                                |                 | 
+-------------------------------------------+-----------------+ 
| Neil McDonald                             |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Hansard Communications (PR adviser to     | 020 7245 1100   | 
| Xploite)                                  |                 | 
+-------------------------------------------+-----------------+ 
| Justine James                             |                 | 
+-------------------------------------------+-----------------+ 
| Adam Reynolds                             |                 | 
+-------------------------------------------+-----------------+ 
 
Disclosure requirements of the Takeover Code (the "Code") 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made 
by no later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]." 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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