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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Xploite | LSE:XPT | London | Ordinary Share | GB00B037D647 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 38.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMXPT TIDMAVI RNS Number : 3584J Xploite PLC 29 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 29 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 (the "Scheme") Revised Timetable Further to the announcement on 12 March 2010 which detailed an expected timetable of principal events in relation to the Scheme, the directors of Xploite and Avisen announce that the timetable has been amended and that the current expected timetable of principal events is set out below. Shareholders should note that the dates and times of all meetings of Xploite Shareholders and Avisen Shareholders in connection with the Scheme remain unchanged. +--------------+--------+ | Event | Time | | | and/or | | | date 1 | | | | +--------------+--------+ | Latest | 11.00 | | time | a.m. 4 | | for | April | | lodging | 2010 | | BLUE | | | Forms | | | of | | | Proxy | | | for the | | | Court | | | Meeting | | | 2 | | +--------------+--------+ | | | +--------------+--------+ | Latest | 11.15 | | time | a.m. 4 | | for | April | | lodging | 2010 | | WHITE | | | Forms | | | of | | | Proxy | | | for the | | | General | | | Meeting | | | | | +--------------+--------+ | Voting | 6.00 | | Record | p.m. 4 | | Time | April | | for | 2010 | | the | | | Meetings | | | 3 | | | | | +--------------+--------+ | Avisen | 10.00 | | General | a.m. 6 | | Meeting | April | | | 2010 | +--------------+--------+ | Court | 11.00 | | Meeting | a.m. 6 | | | April | | | 2010 | +--------------+--------+ | General | 11.15 | | Meeting | a.m. 6 | | 4 | April | | | 2010 | +--------------+--------+ | First | 13 | | court | April | | hearing | 2010 | | regarding | | | the | | | Reduction | | | of | | | Capital | | | | | +--------------+--------+ | Last | 22 | | day | April | | for | 2010 | | dealings | | | in and | | | registration | | | of transfers | | | in CREST of | | | Xploite | | | Shares | | | | | +--------------+--------+ | Disablement | 7.00 | | in CREST of | a.m. | | Xploite | 23 | | Shares | April | | | 2010 | +--------------+--------+ | Xploite | 7.00 | | Shares | a.m. | | suspended | 23 | | | April | | | 2010 | +--------------+--------+ | Scheme | 23 | | Court | April | | Hearing | 2010 | | to | | | sanction | | | the | | | Scheme | | | | | +--------------+--------+ | Scheme | 6.00 | | Record | p.m. | | Time | 26 | | | April | | | 2010 | +--------------+--------+ | Reduction | 27 | | Court | April | | Hearing | 2010 | | | | +--------------+--------+ | Effective | 27 | | Date of | April | | the | 2010 | | Scheme | | | | | +--------------+--------+ | Cancellation | 7.00 | | of admission | a.m. | | of Xploite | 28 | | Shares on | April | | AIM | 2010 | | | | +--------------+--------+ | Admission | 8.00 | | of the | a.m. | | New | 28 | | Avisen | April | | Shares to | 2010 | | trading | | | on AIM | | | | | +--------------+--------+ | Crediting | 28 | | of New | April | | Avisen | 2010 | | Shares to | | | CREST | | | accounts | | | | | +--------------+--------+ | Latest | 11 May | | date | 2010 | | for | | | despatch | | | of the | | | share | | | certificates | | | of the New | | | Avisen | | | Shares to be | | | issued to | | | Xploite | | | Shareholders | | +--------------+--------+ | | | +--------------+--------+ | 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. | +--------------+--------+ 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. In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on Xploite's website at www.xploite.co.uk and Avisen's website at www.avisenplc.com. 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 MSCPGURGWUPUGCB
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