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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 |
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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