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RNOW Research Now

422.50
0.00 (0.00%)
28 Jun 2024 - Closed
Delayed by 15 minutes
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

Offer Update

10/12/2009 1:08pm

UK Regulatory



 

TIDMRNOW 
 
RNS Number : 9265D 
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        | 
|                                                                             | 
+-----------------------------------------------------------------------------+ 
|                          Court sanction of Scheme                           | 
+----------------------------------------------------+------------------------+ 
 
 
+----------------------------------+-----------------------------------------+ 
| 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.          | 
+----------------------------------------------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| Enquiries:                       |                                         | 
+----------------------------------+-----------------------------------------+ 
|                                  |                                         | 
+----------------------------------+-----------------------------------------+ 
| Research Now                     |                                         | 
+----------------------------------+-----------------------------------------+ 
| Geoff Westmore                   | 020 7921 2400                           | 
| 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                     |                                         | 
+----------------------------------+-----------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| In accordance with Rule 19.11 of the Takeover Code, a copy of this         | 
| announcement can be found at www.researchnow.co.uk.                        | 
+----------------------------------------------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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 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 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.                                                            | 
+----------------------------------------------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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.                                                              | 
+----------------------------------------------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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.                                                        | 
+----------------------------------------------------------------------------+ 
|                                                                            | 
+----------------------------------------------------------------------------+ 
| 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 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.      | 
+----------------------------------+-----------------------------------------+ 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPGUGCUPUPBGWU 
 

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