Scheme Effective

 

TIDMXPT TIDMAVI 
 
RNS Number : 8849K 
Xploite PLC 
27 April 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 
 
  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") 
 
                                Scheme Effective 
 
Xploite and Avisen are pleased to announce that, at the Reduction Court Hearing 
held today, the Court confirmed the capital reduction required by the Scheme. 
Accordingly, following delivery to the Registrar of Companies of the Reduction 
Court Order, the Scheme has now become effective and fully operative in 
accordance with its terms. 
 
Accordingly, Xploite has become a wholly-owned subsidiary of Avisen. Avisen has 
issued and allotted 3.6 New Avisen Shares for each Xploite Share held by Xploite 
Shareholders on the Xploite register at 6.00 p.m. on 26 April 2010. 
 
Cancellation of the Xploite Shares from trading on AIM will be effective from 
7.00 a.m. on 28 April 2010 and application has been made for admission of 
82,813,525 New Avisen Shares to trading on AIM with effect from 8.00 a.m. on 28 
April 2010. Following admission of the New Avisen Shares, which will rank pari 
passu in all respects with the existing Avisen Shares in issue, Avisen's total 
issued share capital will comprise 224,613,453 ordinary shares of 5p each. This 
figure may be used by shareholders as the denominator for the calculations by 
which they will determine if they are required to notify their interest in, or a 
change to their interest in, securities of Avisen. 
 
CREST accounts will be credited with New Avisen Shares on 28 April 2010 and 
share certificates in respect of New Avisen Shares will be despatched no later 
than 11 May 2010. 
 
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. 
 
For further information please contact: 
 
+-------------------------------------------+-----------------+ 
| 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                            |                 | 
+-------------------------------------------+-----------------+ 
|                                           |                 | 
+-------------------------------------------+-----------------+ 
 
Dealing Disclosure Requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or is likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. An Opening Position Disclosure must contain details of the person's 
interests and short positions in, and rights to subscribe for, any relevant 
securities of each of (i) the offeree company and (ii) any paper offeror(s). An 
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made 
by no later than 3.30 pm (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 pm 
(London time) on the 10th business day following the announcement in which any 
paper offeror is first identified. Relevant persons who deal in the relevant 
securities of the offeree company or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror. A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8. A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or a paper offeror, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to make 
an Opening Position Disclosure or a Dealing Disclosure, you should contact the 
Panel's Market Surveillance Unit on [phone]." 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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