Posting of Scheme Document

 

TIDMXPT TIDMAVI 
 
RNS Number : 5050I 
Xploite PLC 
12 March 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 
 
12 March 2010 
 
  Recommended proposal for the acquisition of Xploite plc ("Xploite") by Avisen 
                                      plc 
        ("Avisen") to be implemented by means of a Scheme of Arrangement 
 
                           POSTING OF SCHEME DOCUMENT 
 
On 11 March 2010, the directors of Xploite and Avisen announced that they had 
reached agreement on the terms of a recommended Proposal under which Avisen will 
acquire the entire issued and to be issued share capital of Xploite, to be 
implemented by means of a scheme of arrangement (the "Scheme") under Part 26 of 
the Companies Act 2006 (the "Act"). 
 
Capitalised terms used in this announcement shall have the same meaning as 
ascribed in the announcement dated 11 March 2010 unless the context otherwise 
requires. 
 
The board of Xploite is pleased to announce that the scheme document (the 
"Scheme Document") containing, inter alia, the terms and conditions of the 
Scheme, an explanatory statement (in compliance with section 897 of the Act), 
notices of the Court Meeting and General Meeting of Xploite, a timetable of 
principal events, and details of the actions to be taken by Xploite Shareholders 
is today being posted to all Xploite Shareholders. 
 
As described in the Scheme Document, the Scheme and the Proposal are subject to 
the satisfaction (or, where applicable, waiver) of the Conditions set out in 
Part IV of the Scheme Document. In addition, the implementation of the Scheme 
will require approval by a special resolution of Xploite Shareholders to be 
proposed at the General Meeting. In order to become effective, the Scheme must 
be approved by Scheme Shareholders at the Court Meeting (at which voting will be 
conducted by way of a poll). The approval required at the Court Meeting is a 
majority in number of those Scheme Shareholders present and voting, whether in 
person or by proxy, representing not less than 75 per cent. in value of the 
Scheme Shares held by such Scheme Shareholders. 
 
The expected timetable of principal events is *: 
 
+-------------------------------------------+-----------------+ 
| Event                                     |     Time and/or | 
|                                           |          date 1 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Latest time for lodging BLUE Forms of     |    11.00 a.m. 4 | 
| Proxy for the Court Meeting 2             |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Latest time for lodging WHITE Forms of    |    11.15 a.m. 4 | 
| Proxy for the General Meeting             |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Voting Record Time for the Meetings 3     |     6.00 p.m. 4 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Avisen General Meeting                    | 10.00 a.m. on 6 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Court Meeting                             |    11.00 a.m. 6 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| General Meeting 4                         |    11.15 a.m. 6 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Last day of dealings in and registration  |   12 April 2010 | 
| of transfers in CREST of Xploite Shares   |                 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Disablement in CREST of Xploite Shares    |    7.00 a.m. 13 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Xploite Shares suspended                  |    7.00 a.m. 13 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Scheme Court Hearing                      |   13 April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Scheme Record Time                        |    6.00 p.m. 14 | 
|                                           |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Reduction Court Hearing                   |   15 April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Effective Date of the Scheme              |   15 April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Cancellation of admission of Xploite      |    7.00 a.m. 16 | 
| Shares on AIM                             |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Admission of the New Avisen Shares to     |    8.00 a.m. 16 | 
| trading on AIM                            |      April 2010 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Crediting of New Avisen Shares to CREST   |   16 April 2010 | 
| accounts                                  |                 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Latest date for despatch of the share     |   29 April 2010 | 
| certificates of the New Avisen Shares to  |                 | 
| be issued to Xploite Shareholders         |                 | 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| *          Please note that certain dates have changed      | 
| since the announcement on 11 March 2010.                    | 
|                                                             | 
| 1.        The dates and times above are indicative only and | 
| will depend, inter alia, on the date on which: (i) the      | 
| Conditions are either satisfied or waived (to the extent    | 
| they are capable of being waived); (ii) the Court sanctions | 
| the Scheme and confirms the associated Reduction of         | 
| Capital; and (iii) the Reduction of Capital is registered   | 
| by the Registrar of Companies in England and Wales. If any  | 
| of the expected dates change, Xploite will give adequate    | 
| notice of any change by issuing an announcement through a   | 
| Regulatory Information Service.                             | 
|                                                             | 
| 2.        If any of the Meetings are adjourned by more than | 
| 48 hours, then the Voting Record Time for the reconvened    | 
| Meeting will be 6.00 p.m. on the day which is two days      | 
| before such reconvened Meeting.                             | 
|                                                             | 
| 3.        The BLUE Form of Proxy for the Court Meeting may  | 
| alternatively be handed to Xploite's Registrars on behalf   | 
| of the Chairman of the Court Meeting at the start of the    | 
| Court Meeting.                                              | 
|                                                             | 
| 4.        If the Court Meeting has not been concluded or    | 
| adjourned prior to the scheduled commencement of the        | 
| General Meeting, the commencement of the General Meeting    | 
| will be delayed until the Court Meeting has been concluded  | 
| or adjourned.                                               | 
+-------------------------------------------+-----------------+ 
 
In accordance with Rule 19.11 of the City Code, a copy of this announcement and 
the Scheme Document will be published on Xploite's website at www.xploite.co.uk 
and Avisen's website at www.avisenplc.com and copies of the Scheme Document and 
Forms of Proxy will be available from the offices of Beachcroft LLP, 100 Fetter 
Lane, London EC4A 1BN. 
 
Enquiries: 
 
+-------------------------------------------+-----------------+ 
| 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                             |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Avisen plc                                | 0870 880 2978   | 
+-------------------------------------------+-----------------+ 
| Marcus Hanke (Chief Executive Officer)    |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Zeus Capital Limited (financial adviser   | 0161 831 1512   | 
| to Avisen)                                |                 | 
+-------------------------------------------+-----------------+ 
| Ross Andrews                              |                 | 
+-------------------------------------------+-----------------+ 
| Nick Cowles                               |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
| Bishopsgate Communications (PR adviser to | 020 7562 3355   | 
| Avisen)                                   |                 | 
+-------------------------------------------+-----------------+ 
| Robyn Samuelson                           |                 | 
+-------------------------------------------+-----------------+ 
| Siobhra Murphy                            |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
Brewin Dolphin Investment Banking, a division of Brewin Dolphin Limited, which 
is authorised and regulated by the Financial Services Authority in the United 
Kingdom, is acting for Xploite and no one else in relation to the offer and will 
not be responsible to anyone other than Xploite for providing the protections 
afforded to clients of Brewin Dolphin Limited nor for providing advice in 
relation to the contents of the Announcement or any offer or arrangement 
referred to herein. 
 
Zeus Capital Limited, which is authorised and regulated by the Financial 
Services Authority in the United Kingdom, is acting for Avisen and no one else 
in relation to the offer and will not be responsible to anyone other than Avisen 
for providing the protections afforded to clients of Zeus Capital Limited nor 
for providing advice in relation to the contents of the Announcement or any 
offer or arrangement referred to herein. 
 
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. Any failure to 
comply with the restrictions may constitute a violation of the securities laws 
of any such jurisdiction. This announcement does not constitute an offer or an 
invitation to purchase or subscribe for any securities or a solicitation of an 
offer to buy any securities pursuant to this announcement or otherwise in any 
jurisdiction in which such offer or solicitation is unlawful. This announcement 
has been prepared for the purposes of complying with English law, the Code and 
the AIM Rules 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 any jurisdiction outside England. 
 
Dealing Disclosure Requirements 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in one per cent. or more of any class of 
"relevant securities" of Xploite or Avisen, 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 p.m. (London time) on the Business Day following 
the date of the relevant transaction. This requirement will continue until the 
date on which the Scheme becomes Effective, (or, if implemented by way of an 
offer, the offer becomes, or is declared, unconditional as to acceptances, 
lapses) or otherwise lapses or is 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 Xploite or Avisen, 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 Xploite or Avisen by Avisen or Xploite, 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 
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. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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