Posting of Scheme Document
March 12 2010 - 5:22AM
UK Regulatory
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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