Exercise of Options/Director Dealing

    RNS Number : 8908D
  Xpertise Group PLC
  22 September 2008
   


    Xpertise Group PLC
    Exercise of Options & Director Dealing
    Xpertise Group PLC ("Xpertise" or the "Company") announces that, immediately before the time the Company came under the control of QA-IQ
Investments (UK) Limited, a wholly owned subsidiary of QA-IQ Holdings Limited ("QA-IQ Bidco"), following the recommended and increased offer
for the Company by QA-IQ Bidco announced on 27 August 2008 ("Recommended Offer"), the following Xpertise Share Options ("Options") were
exercised. The holders of such Options have accepted the Recommended Offer in respect of the new shares allotted as set out in the Proposal
to the Holders of Xpertise Share Options Granted under the Xpertise Share Options Schemes, dated 9 September 2008.
    Options were exercised over 775,000 new ordinary shares of 8p each in the Company. Application has been made to the London Stock
Exchange for these shares to be admitted to trading on AIM, which is expected to take place on 25 September 2008. Following the issue and
allotment the Company, in accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 6,408,949
ordinary shares of 8p each in issue which are/will be admitted to trading on the London Stock Exchange under UK ISIN code GB00B0Z6YX31.
    The following Executive Directors exercised Options and their resultant beneficial interests were as follows immediately before the time
the Company came under the control of QA-IQ Bidco:
 Name:                           Number of Options exercised:  Resultant Beneficial Interest:
 Ian Johnson, Managing Director                       252,500                         274,900
 Ben Pike, Learning Services                          127,500                         128,625
 Director
 Bill Walker, Technical                               127,500                         128,312
 Director

    The Non Executive Directors' beneficial interests remain unchanged and as previously announced.
    Dealing Disclosure Requirements:
    Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested"
(directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of
that company (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 pm (London time) on the London business day following the date of the relevant transaction. This requirement
will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. 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 the Company, 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 Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its
respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 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 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.
    For the further information:
    Xpertise Group Plc
    Richard Last, Chairman              07713 214 484
    Ian Johnson, Chief Executive      0113 382 6150

    Daniel Stewart & Company plc
    Lindsay Mair / Simon Leathers    0207 776 6550

This information is provided by RNS
The company news service from the London Stock Exchange
 
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