Result of Court Meeting and General Meeting
25 Novembre 2009 - 5:35PM
UK Regulatory
TIDMRNOW
RNS Number : 0939D
Research Now plc
25 November 2009
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| 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 |
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| PRESS ANNOUNCEMENT |
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| FOR IMMEDIATE RELEASE |
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| 25 November 2009 | |
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| RESEARCH NOW PLC ("RESEARCH NOW" OR THE "COMPANY") |
| |
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| Result of Court Meeting and General Meeting |
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Further to the announcement on 23 October 2009 by e-Rewards regarding
the recommended cash acquisition of Research Now by e-Rewards (acting through
its wholly-owned UK subsidiary, e-Rewards Bidco) and the subsequent announcement
on 30 October 2009 by Research Now of the posting to Research Now Shareholders
of the Scheme Document, Research Now is pleased to announce that all of the
resolutions to approve the Scheme and related matters were duly passed at the
Court Meeting and the General Meeting held earlier today.
At the Court Meeting, a majority in number of Scheme Shareholders, who voted
either in person or by proxy and who together represented more than 75 per cent.
by value of the votes cast, voted in favour of the resolution to approve the
Scheme. The resolution was accordingly passed.
At the General Meeting, the Special Resolution to approve the Scheme and provide
for its implementation was passed by Research Now Shareholders in respect of not
less than 75 per cent of the votes cast. The Special Resolution was accordingly
passed. In addition, the Ordinary Resolution to approve the Management
Arrangements, in accordance with Rule 16 of the Takeover Code, was passed by a
simple majority of Research Now Shareholders.
The votes cast at each meeting were as follows:
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| Court Meeting (resolution taken on a poll) |
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| Number of Scheme Shareholders voting: |
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| For: 51 (98.08 per cent.) | Against: 1 (1.92 per cent.) |
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| Number of Scheme Shares voted: |
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| For: 9,603,551 (90.90 per cent.) | Against: 961,000 (9.10 per cent.) |
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| Percentage of total number of Scheme Shares in issue and eligible to vote: |
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| For: 68.47 per cent. | Against: 6.85 per cent. |
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| General Meeting |
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| (1) Special Resolution - resolution passed by the requisite majority on a |
| show of hands |
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| (2) Ordinary Resolution (resolution taken on a poll) Number of Research Now |
| Shareholders voting: |
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| For: 44 (95.65 per cent.) | Against: 2 (4.35 per cent.) |
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| Number of Ordinary Shares voted: |
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| For: 9,040,827 (90.30 per cent.) | Against: 971,000 (9.70 per cent.) |
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| Percentage of total number of Ordinary Shares in issue and eligible to vote: |
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| For: 64.64 per cent. | Against: 6.94 per cent. |
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Implementation of the Scheme remains subject to the Court sanctioning the
Scheme at the Scheme Court Hearing, which is expected to take place on 10
December 2009, and confirming the Capital Reduction at the Reduction Court
Hearing, which is expected to take place on 14 December 2009. Further to the
announcement by Research Now on 17 November 2009, subject to the Scheme
receiving the sanction of the Court and the Capital Reduction being confirmed by
the Court on the above dates, the Effective Date of the Scheme is expected to be
15 December 2009.
If the expected date of either of the Court Hearings is changed, Research Now
will make a further announcement as required.
It is expected that the last day of dealings in, and for registration of
transfers of, Ordinary Shares will be 11 December 2009. Accordingly, dealings
will be suspended from the London Stock Exchange's AIM market with effect from
11 December 2009. A request will be made for the cancellation of admission to
trading in Ordinary Shares with effect from 7.00 a.m. (London time) on 15
December 2009.
Copies of the resolutions passed at the Court Meeting and at the General Meeting
will be available for inspection at the offices of DLA Piper UK LPP, 3 Noble
Street, London EC2V 7EE.
Unless the context otherwise requires, terms defined in the announcement dated
23 October 2009 have the same meaning in this announcement.
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| Enquiries: | |
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| | |
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| Research Now | |
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| Geoff Westmore | 020 7921 2400 |
| Chris Havemann | |
| Nathan Runnicles | |
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| | |
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| Hawkpoint | 020 7665 4500 |
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| Simon Gluckstein | |
| Emily Ashwell | |
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| | |
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| Canaccord Adams Limited | 020 7050 6500 |
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| Mark Williams | |
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| | |
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| Hudson Sandler | 020 7796 4133 |
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| Alistair Mackinnon-Musson | |
| Nathan Field | |
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| |
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| In accordance with Rule 19.11 of the Takeover Code, a copy of this |
| announcement can be found at www.researchnow.co.uk. |
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| 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. |
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| Canaccord Adams 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 |
| Canaccord Adams Limited or for providing advice in relation to this |
| matter, the content of this announcement or any matter referred to herein. |
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| 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. |
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| 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. |
| 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. |
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| 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 UK 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. |
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| The Proposals will be carried out by way of a scheme of arrangement under |
| English law and are subject to UK 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 withdrawal rights, timetable, settlement procedures and timing |
| of payments, that are different from those applicable under US or Canadian |
| procedures and law. |
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| Each Research Now Shareholder is urged to consult his independent |
| professional adviser immediately regarding the tax consequences of the |
| Proposals. |
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| 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 |
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| 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 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. |
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This information is provided by RNS
The company news service from the London Stock Exchange
END
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