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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Research Now | LSE:RNOW | London | Ordinary Share | GB00B0CTWT77 | ORD 2P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 422.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMRNOW
RNS Number : 6352C
Research Now plc
17 November 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 |
| 17 November 2009 |
| RESEARCH NOW PLC |
| ("RESEARCH NOW" OR |
| THE "COMPANY") |
| Confirmation of |
| expected Scheme |
| timetable and |
| cancellation of |
| trading on AIM |
| |
+-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Further to the announcement on 30 October 2009 by Research Now that it had posted the Scheme Document to all Research Now Shareholders, the Company would like to confirm the expected timetable of principal events in relation to the Scheme of Arrangement and cancellation of trading on AIM as set out in the Scheme Document. |
| 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 Company's Ordinary Shares are anticipated to be suspended from trading on AIM as of 7:00 a.m. on Monday 14 December 2009, the Scheme is expected to become effective on or around 15 December 2009 and the London Stock Exchange has been requested to cancel admission to trading in the Ordinary Shares on AIM with effect from 7:00 a.m. on 15 December 2009. |
| The full timetable of principal events as set out in the Scheme Document is copied below. |
| |
| Expected Timetable of Principal Events |
| |
| Event Time and/or date |
| Latest time for receipt of blue 10.30 a.m. on Monday |
| Form of Proxy for the Court 23 November 2009 |
| Meeting |
| Latest time for receipt of white 10.50 a.m. on Monday |
| Form of Proxy for the General 23 November 2009 |
| Meeting |
| Voting Record Time 6.00 p.m. on Monday |
| 23 November 2009 |
| Court Meeting 10.30 a.m. on Wednesday |
| 25 November 2009 |
| General Meeting 10.50 a.m. on Wednesday |
| 25 November 2009 |
| Scheme Court Hearing date Thursday 10 December 20091 |
| Last day of dealings in, and for Friday 11 December 20091 |
| registration of transfers of, |
| Ordinary Shares |
| Reduction Record Time 6.00 p.m. on Friday |
| 11 December 20091 |
| Reduction Court Hearing date Monday 14 December 20091 |
| Effective Date of the Scheme Tuesday 15 December 20091 |
| Cancellation of admission to 7.00 a.m. on Tuesday |
| trading in Ordinary Shares 15 December 20091 |
| Expected date for payment of the Monday 21 December 20091 |
| Cash Consideration |
| Latest date for payment of the Tuesday 29 December 20091 |
| Cash Consideration |
| |
+-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Enquiries: |
| |
+-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+
| Research | 020 7921 2400 |
| Now | |
| Geoff | |
| Westmore | |
| Chris | |
| Havemann | |
| Nathan | |
| Runnicles | |
| | |
+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+---------------+
| Hawkpoint | 020 7665 4500 |
| | |
| Simon | |
| Gluckstein | |
| Emily | |
| Ashwell | |
| | |
+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+---------------+
| Canaccord | 020 7050 6500 |
| Adams | |
| Limited | |
| Mark | |
| Williams | |
| | |
+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+---------------+
| Hudson | 020 7796 4133 |
| Sandler | |
| 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. |
+-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------+---------------+
In accordance with Rule 19.11, a copy of this announcement can be found at
www.researchnow.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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