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Scheme Effective

27 Apr 2010 15:15

RNS Number : 8873K
Avisen 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 and completion of Acquisition

 

Avisen announces that the Scheme has now become effective in accordance with its terms and accordingly, Xploite has become a wholly-owned subsidiary of Avisen. Furthermore, as referred to in the Circular and the Scheme Document that was sent to Avisen Shareholders on 12 March 2010 (the "Scheme Document"), Jonathan Claydon and Keith Jones have resigned as Directors of Avisen as of today.

 

In addition, Ian Smith has been appointed as Executive Chairman, Robert Arrowsmith as Chief Financial Officer and Tony Weaver as Chief Operating Officer of Avisen with immediate effect.

 

Capitalised terms used but not defined in this announcement have the same meanings as given to them in the Scheme Document.

 

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:

 

Avisen plc

0870 880 2978

Marcus Hanke (Chief Executive Officer)

Zeus Capital Limited (financial adviser to Avisen)

0161 831 1512

Ross Andrews

Nick Cowles

Bishopsgate Communications (PR adviser to Avisen)

020 7562 3355

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 +44 (0)20 7638 0129."

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCBSGDSSBDBGGR
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