Last checked at 23 Apr 2010 16:07
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
Exercise of Options & Rule 2.10 Disclosure
The Company announces that, following the Court sanctioning of the Scheme of Arrangement earlier today, it has today issued a total of 1,206,898 ordinary shares of 10 pence each in the Company ("Ordinary Shares") at a price of 29 pence per Ordinary Share to employees, including the following directors of the Company, pursuant to the exercise of options under the Xploite plc EMI Share Option Scheme:
| Name | Number of Options exercised | Resultant number of Ordinary Shares held | % of enlarged issued share capital |
| Ian Smith | 344,828 | 4,415,403 | 19.2% |
| Tony Weaver | 344,828 | 860,785 | 3.7% |
| Robert Arrowsmith | 344,828 | 357,557 | 1.6% |
As a result of the Company's shares being suspended from trading on AIM, pending the Scheme becoming effective on 27 April 2010, application for admission of the shares issued under the EMI Share Option Scheme to trading on AIM will not be sought at the current time. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Xploite confirms that following the exercise of options, its issued share capital consists of 23,003,952 ordinary shares of 10p each.
The ISIN reference for these securities is GB00B037D647.
Terms defined in the Scheme Document dated 12 March 2010 shall have the same meaning in this announcement, save where 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.
For further information please contact:
| Xploite plc | 0870 737 2001 |
| Ian Smith (Chief Executive Officer) |
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| Robert Arrowsmith (Chief Financial Officer) |
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| Brewin Dolphin Investment Banking (financial adviser to Xploite) | 0845 213 1000 |
| Matt Davis |
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| Neil McDonald |
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| Hansard Communications (PR adviser to Xploite) | 020 7245 1100 |
| Justine James |
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| Adam Reynolds |
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Disclosure requirements of the Takeover Code (the "Code")
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 +44 (0)20 7638 0129."