Issue of Equity
November 19 2009 - 7:43AM
UK Regulatory
TIDMRNOW
RNS Number : 7829C
Research Now plc
19 November 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 |
| 19 November 2009 |
| RESEARCH NOW PLC |
| ("RESEARCH NOW" OR |
| THE "COMPANY") |
| Share issue |
+--------------------------------------+
| As described in the |
| Scheme Document |
| posted by the |
| Company to each of |
| the its |
| shareholders on 30 |
| October 2009, the |
| Company would like |
| to confirm that it |
| has issued 2 |
| ordinary shares of |
| 2p each in the |
| capital of the |
| Company to |
| e-Rewards, Inc and |
| 1 such ordinary |
| share to e-Rewards |
| Bidco Limited. Each |
| such share was |
| issued at a price |
| of 430 pence. |
| Application has |
| been made for the 3 |
| new ordinary shares |
| to be admitted to |
| trading on AIM. |
| The new ordinary |
| shares will rank |
| pari passu with |
| existing ordinary |
| shares and it is |
| expected that |
| admission will be |
| on 24 November |
| 2009. |
| In accordance with |
| Rule 2.10 of the |
| City Code on |
| Takeovers and |
| Mergers, Research |
| Now confirms that, |
| as at 19 November |
| 2009, it has |
| 18,987,309 ordinary |
| shares of 2 pence |
| each in issue. The |
| ISIN reference for |
| these shares is |
| GB00B0CTWT77. |
| The Panel has |
| confirmed that |
| there are no Code |
| consequences |
| arising from the |
| dealings disclosed |
| herein. |
| A copy of the |
| Scheme Document can |
| be found on the |
| Company's website |
| www.researchnow.co.uk. |
| Unless the context |
| otherwise requires, |
| terms defined in the |
| announcement dated 23 |
| October 2009 have the |
| same meaning in this |
| announcement. |
+--------------------------------------+
| Enquiries: |
| |
+--------------------------------------+
| Research | 020 7921 2400 |
| Now | |
| Geoff | |
| Westmore | |
| Chris | |
| Havemann | |
| Nathan | |
| Runnicles | |
| | |
+----------------------+---------------+
| Hawkpoint | 020 7665 4500 |
| | |
| Simon | |
| Gluckstein | |
| Emily | |
| Ashwell | |
| | |
+----------------------+---------------+
| Canaccord | 020 7050 6500 |
| Adams | |
| Limited | |
| Mark | |
| Williams | |
| | |
+----------------------+---------------+
| Hudson | 020 7796 4133 |
| Sandler | |
| Alistair | |
| Mackinnon-Musson | |
| Nathan Field | |
| | |
+----------------------+---------------+
| 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, as nominated |
| adviser and broker |
| 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 |
| the laws of those |
| jurisdictions and |
| therefore 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 |
| United Kingdom 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 United |
| Kingdom 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 |
| 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 Bidco 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. |
+----------------------+---------------+
In accordance with Rule 19.11, a copy of this announcement can be found at
www.researchnow.co.uk
This information is provided by RNS
The company news service from the London Stock Exchange
END
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