TIDMRNOW
RNS Number : 2783B
e-Rewards Bidco Limited
23 October 2009
?
For immediate release
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
23 October 2009
RECOMMENDED CASH ACQUISITION
OF
RESEARCH NOW PLC
BY
E-REWARDS, INC.
(acting through its wholly-owned UK subsidiary, e-Rewards Bidco Limited)
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
Summary and highlights
* The e-Rewards Board and the Independent Director of Research Now are pleased to
announce they have reached agreement on the terms of a recommended cash
acquisition of Research Now by e-Rewards (through its wholly-owned UK
subsidiary, e-Rewards Bidco).
* Under the terms of the Transaction, Research Now Shareholders will receive 430
pence in cash per Scheme Share, valuing the entire issued ordinary share capital
of Research Now (fully diluted by the exercise of all outstanding in-the-money
options which are capable of exercise) at approximately GBP85.1 million.
* Research Now Shareholders representing up to 69.5 per cent. of the issued share
capital of Research Now have given irrevocable undertakings or letters of intent
to vote in favour of the Transaction at the meetings at which they are entitled
to vote.
* The terms of the Transaction represent a premium of approximately:
+----+------------------------------------------------------------------------------+
| - | 30.3 per cent. to the Closing Price of 330 pence per Ordinary Share on |
| | 4 September 2009, being the last Business Day prior to e-Rewards indicative |
| | offer letter to the Research Now Board, which forms the basis for the |
| | Proposals; |
+----+------------------------------------------------------------------------------+
| | |
+----+------------------------------------------------------------------------------+
| - | 46.7 per cent. to the average Closing Price of 293 pence per Ordinary Share |
| | for the 12 months ended 20 October 2009, being the last Business Day prior |
| | to the date that Research Now announced it was in talks with e-Rewards that |
| | may or may not lead to an offer at 430 pence per Research Now Share; and |
+----+------------------------------------------------------------------------------+
| | |
+----+------------------------------------------------------------------------------+
| - | 2.4 per cent. to the Closing Price of 420 pence per Ordinary Share on |
| | 22 October 2009, being the last Business Day prior to the date of this |
| | announcement. |
+----+------------------------------------------------------------------------------+
* e-Rewards attaches great importance to the skills and experience of the
Management Team and other employees of the Research Now Group. On completion of
the Transaction, Chris Havemann, Research Now's Chief Executive Officer, will
assume overall management responsibility for the enlarged e-Rewards Group as
Chief Executive Officer and will join the e-Rewards Board. Geoff Westmore,
Research Now's Chairman, will also join the e-Rewards Board.
* Research Now is one of the leading international online fieldwork and panel
specialists to the global market research industry and some of the world's best
known companies.Research Now undertakes fieldwork online through its "Valued
Opinions" family of 36 online panels across Europe, North and Latin America and
Asia Pacific, comprising more than two million potential respondents globally.
* Formed in 1999 and named in 2009 by Inc. magazine as one of America's fastest
growing companies, e-Rewards, based in Dallas, Texas, is the world's largest "by
invitation only" online research panel and employs more than 300 professionals
located in Dallas, London, Los Angeles, New York, San Francisco, Chicago,
Seattle, Paris and Frankfurt. With millions of panellists, the "e-Rewards
Opinion Panels" provide more than 900 research firms worldwide with quality
respondents, enabling them to interact with real consumers and business
decision-makers in a timely manner.
* The boards of e-Rewards and Research Now believe that a combination of their
businesses will create a world leading online data collection and panel
provider, bringing significant benefits to clients and employees of both
companies. e-Rewards and Research Now complement each other geographically and
have a common customer-focused culture. Clients of the combined business will
continue to benefit from exemplary client service, combined with access to an
extensive global panel platform and a high quality 24/7 global delivery model
for full service data collection.
* Research Now has had a good year, despite recessionary pressures, and the
Research Now Board expects to report a full year performance for the year ending
31 October 2009 in line with its expectations.
* As part of the Transaction, the e-Rewards Board requires the ongoing equity
participation of the Management Team in the combined business. It has reached
agreement with the Management Team that it will roll over the Management Shares,
comprising between circa 38 per cent. and 50 per cent. of the Ordinary Shares in
which each member of the Management Team is interested, into Management Loan
Notes. The Management Shares together have an approximate value of GBP10.6
million at the Offer Price. The Management Loan Notes may be exchanged for
shares in e-Rewards pursuant to the Common Stock Option Agreements.
* e-Rewards has received irrevocable undertakings and letters of intent to vote in
favour of:
+------+----------------------------------------------------------------------------+
| - | the resolutions at the Court Meeting from Research Now Shareholders |
| | (excluding the Management Team) in respect of, in aggregate, 8,070,636 |
| | Scheme Shares, representing approximately 58.5 per cent. of the entire |
| | issued ordinary share capital of Research Now entitled to vote at the |
| | Court Meeting; |
+------+----------------------------------------------------------------------------+
| | |
+------+----------------------------------------------------------------------------+
| - | the Special Resolution at the General Meeting from Research Now |
| | Shareholders (including the Management Team) in respect of, in aggregate, |
| | 13,032,883 Ordinary Shares representing approximately 69.5 per cent. of |
| | the entire issued ordinary share capital of Research Now entitled to vote |
| | on the Special Resolution; and |
+------+----------------------------------------------------------------------------+
| | |
+------+----------------------------------------------------------------------------+
| - | the Ordinary Resolution at the General Meeting from Research Now |
| | Shareholders (excluding the Management Team and its connected persons) in |
| | respect of, in aggregate, 8,031,600 Ordinary Shares representing |
| | approximately 58.4 per cent. of the entire issued ordinary share capital |
| | of Research Now entitled to vote on the Ordinary Resolution. |
+------+----------------------------------------------------------------------------+
* The Transaction will be effected by means of a scheme of arrangement under Part
26 of the Companies Act.e-Rewards Bidco is a new company incorporated in England
for the purposes of the Transaction and is wholly-owned by e-Rewards. The
implementation of the Scheme will be subject to the Conditions set out in
Appendix I to this announcement and to be set out further in the Scheme
Document.
* Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders irrespective of whether or not they attended or voted in favour of
the resolutions at the Court Meeting or in favour of the Resolutions proposed at
the General Meeting.
* The Scheme Document (setting out the full details of the Proposals, an
indicative timetable and the procedure to be followed to approve the Scheme) and
the Forms of Proxy will be posted to Research Now Shareholders and, for
information only, to participants in the Research Now Share Option Schemes and
the SIP, as soon as practicable and in any event within 28 days of this
announcement unless otherwise agreed with the Panel.
Research Now Independent Director's recommendation
* The Independent Director, who has been so advised by Hawkpoint, considers the
terms of the Proposals to be fair and reasonable. In providing advice on the
Proposals to the Independent Director, Hawkpoint has taken into account the
Independent Director's commercial assessment.
* Accordingly, the Independent Director recommends that Research Now Shareholders
vote in favour of the resolutions to be proposed at the Court Meeting and the
General Meeting as Research Now's shareholder directors, including the
Independent Director, have irrevocably undertaken to do (or directed to be done)
in respect of their entire beneficial holdings of Ordinary Shares eligible to be
voted at the Meetings amounting to, in aggregate:
+------+----------------------------------------------------------------------------+
| - | 250,000 Scheme Shares, representing approximately 1.8 per cent. of the |
| | Scheme Shares entitled to vote at the Court Meeting; |
+------+----------------------------------------------------------------------------+
| | |
+------+----------------------------------------------------------------------------+
| - | 2,857,387 Ordinary Shares, representing approximately 15.2 per cent. of |
| | the Ordinary Shares entitled to vote on the Special Resolution; and |
+------+----------------------------------------------------------------------------+
| | |
+------+----------------------------------------------------------------------------+
| - | 250,000 Ordinary Shares, representing approximately 1.8 per cent. of the |
| | Ordinary Shares entitled to vote on the Ordinary Resolution. |
+------+----------------------------------------------------------------------------+
Commenting on the Transaction, Geoff Westmore, Chairman of Research Now, said:
"Against the backdrop of a consolidating market, e-Rewards and Research Now are
highly complementary companies and their combination is very exciting. Bringing
together these two leading quality players in the online fieldwork market will
create a unique global offering for our combined customer base."
Commenting on the Transaction, Hal Brierley, Chairman and CEO of e-Rewards,
said:
"The acquisition of Research Now by e-Rewards represents the coming together of
two well regarded companies to form a significant global firm that will be well
positioned to serve the international online fieldwork and online panel sample
services needs of marketing decision makers and market researchers."
This summary should be read in conjunction with the full text of the following
announcement and appendices.
Appendix I sets out the proposed conditions to the implementation of the
Proposals.
Appendix II contains source notes relating to certain information contained in
this announcement.
Appendix III sets out definitions of certain terms used in this announcement
(including in this summary).
In accordance with Rule 2.10 of the Takeover Code, Research Now confirms it has
18,762,306 Ordinary Shares in issue and admitted to trading on AIM under the UK
ISIN Code GB00B0CTWT77.
Enquiries:
+-------------------------------------------+-------------------------------------------------------+
| e-Rewards | Tel: +1 214 365 5050 |
+-------------------------------------------+-------------------------------------------------------+
| Bill Russo | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| Jefferies | Tel: +44 (0) 20 7029 8000 |
+-------------------------------------------+-------------------------------------------------------+
| Financial adviser to e-Rewards and | |
| e-Rewards Bidco | |
+-------------------------------------------+-------------------------------------------------------+
| Julian Culhane | |
+-------------------------------------------+-------------------------------------------------------+
| Sarah McNicholas | |
+-------------------------------------------+-------------------------------------------------------+
| James Hill | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| Research Now | Tel: +44 (0) 20 7921 2400 |
+-------------------------------------------+-------------------------------------------------------+
| Geoff Westmore | |
+-------------------------------------------+-------------------------------------------------------+
| Chris Havemann | |
+-------------------------------------------+-------------------------------------------------------+
| Nathan Runnicles | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| Hawkpoint | Tel: +44 (0) 20 7665 4500 |
+-------------------------------------------+-------------------------------------------------------+
| Financial and Rule 3 adviser to Research | |
| Now | |
+-------------------------------------------+-------------------------------------------------------+
| Simon Gluckstein | |
+-------------------------------------------+-------------------------------------------------------+
| Emily Ashwell | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| Canaccord Adams Limited | Tel: +44 (0) 20 7050 6500 |
+-------------------------------------------+-------------------------------------------------------+
| Nominated adviser and broker to Research | |
| Now | |
+-------------------------------------------+-------------------------------------------------------+
| Mark Williams | |
+-------------------------------------------+-------------------------------------------------------+
| | |
+-------------------------------------------+-------------------------------------------------------+
| Hudson Sandler | Tel: +44 (0) 20 7796 4133 |
+-------------------------------------------+-------------------------------------------------------+
| PR adviser to Research Now | email:rn@hspr.com |
+-------------------------------------------+-------------------------------------------------------+
| Alistair Mackinnon-Musson | |
+-------------------------------------------+-------------------------------------------------------+
| Nathan Field | |
+-------------------------------------------+-------------------------------------------------------+
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement
can be found at www.researchnow.co.uk.
Jefferies, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
e-Rewards and e-Rewards Bidco and no one else in connection with the Proposals
and will not be responsible to anyone other than e-Rewards and e-Rewards Bidco
for providing the protections afforded to customers of Jefferies or for
providing advice to any other person in relation to the Proposals or any other
matters referred to in this announcement.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Research Now and no one
else in connection with the Proposals and will not be responsible to anyone
other than Research Now for providing the protections afforded to clients of
Hawkpoint or for providing advice in relation to the Proposals or any other
matters referred to in this announcement.
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Research Now and
no one else in connection with the Proposals and will not be responsible to
anyone other than Research Now for providing the protections afforded to clients
of Canaccord Adams Limited or for providing advice in relation to the Proposals
or any other matters referred to in this announcement.
The Proposals will be made by means of the Scheme Document and the Forms of
Proxy accompanying the Scheme Document, which will contain the full terms and
conditions of the Transaction, including details of how to vote in favour of the
Transaction. Research Now Shareholders are advised to read this announcement in
conjunction with the formal documentation in relation to the Transaction
carefully, once it has been dispatched. This announcement and all other
materials related to the Transaction are directed solely to existing Research
Now Shareholders, to participants in the Research Now Share Option Schemes and
to participants in the SIP.
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 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.
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.
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.
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 financial condition, results of operations and business of the Research Now
Group and the e-Rewards Group and certain plans and objectives of the boards of
Research Now and e-Rewards. 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 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.
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
23 October 2009
RECOMMENDED CASH ACQUISITION
OF
RESEARCH NOW PLC
BY
E-REWARDS, INC.
(acting through its wholly-owned UK subsidiary, e-Rewards Bidco Limited)
(TO BE EFFECTED BY MEANS OF A SCHEME OF ARRANGEMENT)
1. Introduction
The e-Rewards Board and the Independent Director of Research Now are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of Research Now by e-Rewards (through its wholly-owned UK
subsidiary, e-Rewards Bidco), to be implemented by means of a scheme of
arrangement.
2.The Proposals
It is intended that the Transaction will be effected by way of a Court approved
scheme of arrangement under Part 26 of the Companies Act, involving a reduction
of capital. The Proposals will be subject to the Conditions and to the further
terms set out below, full details of which will be set out in the Scheme
Document.
Under the terms of the Proposals, each of the Scheme Shares will be reclassified
as either an "A" Share, a "B" Share or a "C" Share and all the Scheme Shares, as
reclassified, will be cancelled. Scheme Shareholders holding "A" Shares (which,
as is detailed below, will be every Scheme Shareholder other than e-Rewards and,
in respect of the Management Shares, members of the Management Team) will
receive:
for each "A" Share 430 pence in cash
The terms of the Transaction value the entire issued ordinary share capital of
Research Now (fully diluted by the exercise of all outstanding in-the-money
options which are capable of exercise) at approximately GBP85.1 million.
The price per Ordinary Share which Scheme Shareholders will receive under the
Proposals represents a premium of approximately:
-30.3 per cent. to the Closing Price of 330 pence per Ordinary Share on
4 September 2009, being the last Business Day prior to e-Rewards' indicative
offer letter to the Research Now Board, which forms the basis for the
Proposals;
-46.7 per cent. to the average Closing Price of 293 pence per Ordinary Share for
the 12 months ended 20 October 2009, being the last Business Day
prior to the
date that Research Now announced it was in talks with
e-Rewards that may or
may not lead to an offer at 430 pence per
Research Now Share; and
-2.4 per cent. to the Closing Price of 420 pence per Ordinary Share on
22 October 2009, being the last Business Day prior to the date of this
announcement.
For details of how the Management Shares and the Ordinary Shares to be held by
e-Rewards and e-Rewards Bidco will be treated pursuant to the Scheme, please
see paragraphs 6 and 7 below.
3. Background to and reasons for the Transaction
The e-Rewards Board believes that a combination of Research Now and e-Rewards
will create a world leading global online data collection and panel provider,
bringing significant benefits to clients and employees of both companies.
e-Rewards sees Research Now as a unique opportunity to expand its international
presence, providing e-Rewards with a significant pan-European and Asian platform
as well as strengthening e-Rewards' existing presence in North America.
Research Now's international sales and operations footprint, compelling 24/7
full-service data collection offering and new product development pipeline will
complement and enhance e-Rewards' strong US business and pre-eminent ability to
provide high quality online panels through relationships with its sponsors and
partners.
e-Rewards and Research Now have a common, customer-focused culture that
underpins their strong individual reputations for high quality delivery and
exemplary client service.
4. Responsibility for considering the Proposals
The Research Now Directors, other than the Independent Director, will have an
interest in the e-Rewards Group following completion of the Transaction.
Consequently, the Research Now Board has established a committee comprising the
Independent Director to consider the Proposals.
5. Background to and reasons for recommending the Proposals
The Research Now Board believes that Research Now and e-Rewards are highly
complementary businesses and that their combination will create a global leader
in the provision of online data collection and panels, with scale and
positioning in each of the territories in which the combined business operates
to generate significant benefits and opportunities for Research Now clients,
employees and other stakeholders.
In assessing whether the Proposals are fair and reasonable, the Independent
Director of Research Now has had regard to both the Offer Price and the form of
consideration being offered. Taking into account the lack of liquidity in the
market for the Ordinary Shares and the price at which the Ordinary Shares have
traded for much of the past year, the Independent Director believes that the
Proposals provide an opportunity for Research Now Shareholders to crystallise
fully the value of their entire investment at a time of general economic
uncertainty on terms that reflect the current market position, past performance
and future prospects of Research Now.
6. Management Arrangements
In view of the track record of the Management Team in driving sustained growth
and profitability in the Research Now business and the team's extensive
experience of operating online panels, sales and operations teams and their
associated support infrastructure across a wide global footprint, the e-Rewards
Board believes that the ongoing participation in the enlarged e-Rewards Group of
the Management Team is a very important element of the Transaction.
The Management Team has therefore agreed with e-Rewards that it will reinvest a
substantial proportion of its Ordinary Shares into the e-Rewards Group; the
Management Shares will comprise between circa 38 per cent. and 50 per cent. of
the Ordinary Shares held by each member of the Management Team following the
exercise of any Research Now Share Options held by the Management Team that are
capable of exercise. The Management Shares have an approximate value of GBP10.6
million at the Offer Price.
In order to give effect to the Management Arrangements, under the Scheme the
Management Shares will first be reclassified as "B" Shares and then cancelled in
consideration for which the Management Team will receive 430 pence in Management
Loan Notes for each B Share held. The Management Loan Notes will not be listed
on any stock exchange.
In addition, e-Rewards and the Management Team (or their connected persons) have
entered into the Common Stock Option Agreements, conditional upon the Scheme
becoming effective. If the option set out in each Common Stock Option Agreement
is exercised by the relevant member of the Management Team (or their connected
persons) and/or e-Rewards, the Management Loan Notes held by them will be
exchanged for common stock in
e-Rewards. If such option is thereunder
exercised, the individual in question will, at the same time, become party to
the e-Rewards Stockholders' Agreement and e-Rewards Investor Rights Agreement.
Further details of the Management Loan Notes, the Common Stock Option
Agreements, the e-Rewards Stockholders' Agreement and the e-Rewards Investor
Rights Agreement will be set out in the Scheme Document.
The e-Rewards Board has also confirmed that, on completion of the Transaction,
Chris Havemann, Research Now's Chief Executive Officer, will assume overall
management responsibility for the enlarged e-Rewards Group as Chief Executive
Officer and will join the e-Rewards Board. In addition, Geoff Westmore, Research
Now's Chairman, will also join the e-Rewards Board.
Research Now Shareholders will be asked at the General Meeting to approve the
Management Arrangements described in this paragraph 6 by voting on the Ordinary
Resolution. Pursuant to Rule 16 of the Takeover Code, none of the Management
Team (or its connected persons who are holders of Ordinary Shares) will be
entitled to vote on the Ordinary Resolution and voting on this resolution will
be by way of a poll.
The options over Ordinary Shares held by the Management Team under the Research
Now Share Option Schemes (other than those that are not eligible for exercise)
will be treated in the same manner as all other options over Ordinary Shares,
further details of which are set out in paragraph 19 below.
Hawkpoint considers the terms of the Management Arrangements to be fair and
reasonable so far as all of the Research Now Shareholders are concerned.
7.e-Rewards arrangements
It is intended that e-Rewards will acquire a small holding of Ordinary Shares
prior to the Reduction Record Date. Under the terms of the Scheme, the Ordinary
Shares then held by e-Rewards will be reclassified as "C" Shares and cancelled
in consideration for the issue of shares in e-Rewards Bidco Limited.
8.Management, directors and employees
e-Rewards attaches great importance to the skills and experience of the
Management Team and other employees of the Research Now Group. The e-Rewards
Board has given assurances to the Research Now Directors that, upon the Scheme
becoming effective, the existing employment rights of Research Now Group
employees will continue to be safeguarded and pension obligations complied with.
e-Rewards' plans do not involve any material change to the conditions of
employment of employees of the Research Now Group. To reflect their position
and role within the enlarged e-Rewards Group, Chris Havemann and Nathan
Runnicles have agreed certain proposed amendments to their existing service
agreements to take effect following the Scheme becoming effective. Further
details of these amendments will be set out in the Scheme Document.
Following the Scheme becoming effective, a joint team from e-Rewards and
Research Now, led by Research Now Chief Executive Officer Chris Havemann, will
be set up to assess how best to take advantage of the combined businesses'
strong strategic position and opportunities for growth.
The Independent Director has agreed to resign from the Research Now Board upon
the Scheme becoming effective.
9. Financing the Transaction
The cash consideration of GBP74.5 million, excluding costs, payable by e-Rewards
Bidco under the Transaction, is to be funded by way of:
-a new facility of up to US$65.0 million between e-Rewards and JPMorgan Chase
Bank, N.A. (as lead arranger), Bank of America, N.A. and Jefferies
Finance LLC;
-a subordinated debt facility of up to US$58.0 million between e-Rewards
and funds advised by TA Associates; and
-up to US$15.2 million from the existing cash resources of the e-Rewards Group.
The Transaction and its financing do not require e-Rewards shareholder approval.
Jefferies, financial adviser to e-Rewards and e-Rewards Bidco, is satisfied that
sufficient resources are available to e-Rewards Bidco to satisfy in full the
cash consideration payable to Research Now Shareholders under the terms of the
Proposals.
10. Recommendation
The Independent Director of Research Now, who has been so advised by Hawkpoint,
considers the terms of the Proposals to be fair and reasonable. In providing
advice on the Proposals to the Independent Director, Hawkpoint has taken into
account the Independent Director's commercial assessment.
Accordingly, the Independent Director recommends that Research Now Shareholders
vote in favour of the resolutions to be proposed at the Court Meeting and the
Resolutions at the General Meeting as Research Now's shareholder directors,
including the Independent Director, have irrevocably undertaken to do (or
directed to be done) in respect of their entire beneficial holdings of Ordinary
Shares eligible to be voted at the Meetings amounting to, in aggregate:
-250,000 Scheme Shares representing approximately 1.8 per cent. of the
Scheme Shares entitled to vote at the Court Meeting;
-2,857,387 Ordinary Shares representing approximately 15.2 per cent. of the
Ordinary Shares entitled to vote on the Special Resolution; and
-250,000 Ordinary Shares representing approximately 1.8 per cent. of the
Ordinary Shares entitled to vote on the Ordinary Resolution.
11. Irrevocable undertakings and letters of intent
e-Rewards has received irrevocable undertakings and letters of intent to vote
(or procure the vote) in favour of:
-the resolutions at the Court Meeting from Research Now Shareholders (excluding
the Management Team) in respect of, in aggregate, 8,070,636 Scheme
Shares,
representing approximately 58.5 per cent. of the entire
issued ordinary share
capital of Research Now entitled to vote at the
Court Meeting;
-the Special Resolution from Research Now Shareholders (including the
Management Team) in respect of, in aggregate, 13,032,883 Ordinary Shares
representing approximately 69.5 per cent. of the entire issued ordinary share
capital of Research Now entitled to vote on the Special Resolution;
and
-the Ordinary Resolution from Research Now Shareholders (excluding the
Management Team and its connected persons) in respect of, in aggregate,
8,031,600 Ordinary Shares representing approximately 58.4 per cent.
of the entire issued ordinary share capital of Research Now entitled to vote on
the Ordinary Resolution.
The irrevocable undertakings and letters of intent referred to above comprise
the following:
(a) the Independent Director and Andrew Cooper have each irrevocably
undertaken to vote in favour of the resolutions at the Court Meeting and the
Resolutions to be proposed at the General Meeting in respect of their entire
beneficial holdings of Ordinary Shares, amounting to 1,481,729 Ordinary Shares
in aggregate, representing approximately 10.7 per cent. of the issued share
capital of Research Now entitled to vote at the Court Meeting; approximately 7.9
per cent. of the issued share capital entitled to vote on the Special Resolution
and approximately 10.8 per cent. of the issued share capital entitled to vote on
the Ordinary Resolution. The undertaking given by the Independent Director will
remain binding if a competing proposal is made for Research Now. The undertaking
given by Andrew Cooper will cease to be binding in the event that (i) a
recommended proposal is made for Research Now at an offer price in excess of 473
pence per Ordinary Share; and (ii) e-Rewards does not exercise its right to
match under the Inducement Fee Agreement, as described in paragraph 17 below.
(b) Schroder Investment Management Limited, Blackrock Investment
Management (UK) Limited, Ignis Investment Services and AXA Framlington (a
division of AXA Investment Managers UK Limited) have each provided a letter of
intent to vote in favour of the resolutions at the Court Meeting and the
Resolutions to be proposed at the General Meeting in respect of their entire
beneficial holdings of Ordinary Shares, amounting to 6,549,871 Ordinary Shares
in aggregate, representing approximately 47.5 per cent. of the issued share
capital of Research Now entitled to vote at the Court Meeting; approximately
34.9 per cent. of the issued share capital entitled to vote on the Special
Resolution and approximately
47.6 per cent. of the issued share capital
entitled to vote on the Ordinary Resolution.
(c) The Management Team (and its connected persons) has irrevocably
undertaken to vote in favour of the Special Resolution in respect of its entire
beneficial holding of Ordinary Shares, amounting to 5,001,283 Ordinary Shares in
aggregate, representing approximately 26.7 per cent. of the issued share capital
entitled to vote on the Special Resolution. As a result of its interest in the
Proposals, the Management Team is precluded from voting at and taking part in
the Court Meeting. In addition, the Management Team (and its connected persons)
is precluded from voting on the Ordinary Resolution. As a result, the Ordinary
Shares held by the Management Team will not count towards the majority required
to approve the Scheme and the Ordinary Shares held by the Management Team (and
its connected persons) will not count towards the majority required to approve
the Ordinary Resolution. The irrevocable undertakings from the Management Team
(and its connected persons) will remain binding if a competing proposal is made
for Research Now.
12. Structure of the Proposals
(a) Introduction
It is intended that the Transaction will be effected by means of a Court
approved scheme of arrangement between Research Now and the Scheme Shareholders
under Part 26 of the Companies Act (although e-Rewards reserves the right to
elect to implement the Transaction by way of a takeover offer, subject to Panel
consent where necessary), the provisions of which will be set out in full in the
Scheme Document. The purpose of the Scheme, together with the proposed changes
to the Research Now Articles, is for e-Rewards Bidco to become the owner of the
whole of the issued ordinary share capital of Research Now. Under the Scheme,
Scheme Shares will be re-classified as either "A" Shares, "B" Shares or "C"
Shares, as follows:
+----+----------------------------------------------------------------------------------+
| - | the Management Shares will be re-classified as "B" Shares; |
+----+----------------------------------------------------------------------------------+
| | |
+----+----------------------------------------------------------------------------------+
| - | it is intended that e-Rewards will acquire a small holding of Ordinary Shares |
| | prior to the Reduction Record Time and those Scheme Shares will be re-classified |
| | as "C" Shares; and |
+----+----------------------------------------------------------------------------------+
| | |
+----+----------------------------------------------------------------------------------+
| - | the balance, and majority, of Scheme Shares will be re-classified as "A" Shares. |
| | These will include all those Ordinary Shares held by the Management Team which |
| | are not Management Shares. |
+----+----------------------------------------------------------------------------------+
It is intended that e-Rewards Bidco will acquire or have allotted to it fully
paid one Ordinary Share prior to the Reduction Record Date. This share will not
be a Scheme Share and will not be subject to the Scheme.
The Scheme will provide for the cancellation of the Scheme Shares (having been
re-classified as either "A" Shares, "B" Shares or "C" Shares) in consideration
for:
+----+----------------------------------------------------------------------------------+
| - | in the case of the A Shares, 430 pence in cash as described in paragraph 2 |
| | above; |
+----+----------------------------------------------------------------------------------+
| | |
+----+----------------------------------------------------------------------------------+
| - | in the case of the B Shares, Management Loan Notes as described in paragraph 6 |
| | above; and |
+----+----------------------------------------------------------------------------------+
| | |
+----+----------------------------------------------------------------------------------+
| - | in the case of the C Shares, shares in e-Rewards Bidco as described in paragraph |
| | 7 above |
+----+----------------------------------------------------------------------------------+
and the application of the reserve arising from such cancellation will be used
in paying up in full a number of New Ordinary Shares which is equal to the
number of, and which have a nominal value equal to the nominal value of, the
Scheme Shares cancelled and issuing the same to e-Rewards Bidco and/or its
nominee(s).
To become effective, the Scheme will require the approval of Scheme Shareholders
(other than holders of Excluded Voting Shares) at the Court Meeting and the
passing of the Resolutions at the General Meeting. In addition, the Scheme will
require the sanction of the Court at the Scheme Court Hearing and the Capital
Reduction requires confirmation by the Court at the subsequent Reduction Court
Hearing subject in each case to satisfaction or, where applicable, waiver of the
other Conditions. In order for the Scheme to take effect, the Court Orders must
each be delivered to the Registrar of Companies and, in the case of the Court
Order confirming the Capital Reduction, registered by him together with a
statement of capital as approved by the Court. Upon the Scheme becoming
effective, it will be binding on all Scheme Shareholders, irrespective of
whether or not they attended or voted at the Court Meeting or the General
Meeting.
(b) The Meetings
Before the Court's approval can be sought to sanction the Scheme, the Scheme
will require approval by the Scheme Shareholders (other than holders of Excluded
Voting Shares) at the Court Meeting and the passing of the Resolutions at the
General Meeting.
Notices of the Court Meeting and the General Meeting will be set out in the
Scheme Document. Entitlements to attend and vote at the Meetings and the number
of votes which may be cast at them will be determined by reference to, in the
case of the Court Meeting, holdings of Scheme Shares (save that holders of
Excluded Voting Shares will not be able to vote at or take part in the Court
Meeting) and, in the case of the General Meeting, holders of Ordinary Shares
(save that the Management Team (and its connected persons) will not be able to
vote on the Ordinary Resolution).
The Court Meeting
The Court Meeting will be held with the permission of the Court for Scheme
Shareholders (other than the holders of Excluded Voting Shares) to consider and,
if thought fit, approve, with or without modification, the Scheme.
At the Court Meeting, voting will be by way of poll and each Scheme Shareholder
present in person or by proxy will be entitled to one vote for each Scheme Share
(other than Excluded Voting Shares) held. The approval required at the Court
Meeting is a majority in number of those Scheme Shareholders who are present and
vote, either in person or by proxy, and who represent 75 per cent. or more in
value of all Scheme Shares (other than Excluded Voting Shares) held by such
Scheme Shareholders.
Scheme Shareholders have the right to raise any objections they may have to the
Scheme at the Court Meeting.
It is important that as many votes as possible are cast at the Court Meeting
(whether in person or by proxy) so that the Court may be satisfied that there is
a fair and reasonable representation of Research Now Shareholder opinion.
Notice of the Court Meeting and a Form of Proxy for the Court Meeting will be
sent to Scheme Shareholders together with the Scheme Document.
The General Meeting
Special Resolution
The General Meeting will be convened to consider and, if thought fit, pass the
Special Resolution (which requires votes in favour representing at least 75 per
cent. of the votes cast) to approve:
+-------+-------------------------------------------------------------------------------+
| (i) | the Scheme; |
+-------+-------------------------------------------------------------------------------+
| | |
+-------+-------------------------------------------------------------------------------+
| (ii) | the Capital Reduction (in connection with the Scheme); |
+-------+-------------------------------------------------------------------------------+
| | |
+-------+-------------------------------------------------------------------------------+
| (iii) | the granting of authority to the Research Now Directors to allot shares in |
| | Research Now to e-Rewards Bidco as provided for in the Scheme; and |
+-------+-------------------------------------------------------------------------------+
| | |
+-------+-------------------------------------------------------------------------------+
| (iv) | certain amendments to the Research Now Articles as described below. |
+-------+-------------------------------------------------------------------------------+
Notice of the General Meeting and a Form of Proxy for the General Meeting will
be sent to Research Now Shareholders together with the Scheme Document.
Voting on the Special Resolution will be on a show of hands unless a poll is
demanded. The chairman of the General Meeting will reserve the right to demand a
poll and, in such event, each holder of Ordinary Shares present in person or by
proxy will be entitled to one vote for each Ordinary Share held. All Research
Now Shareholders will be entitled to vote on the Special Resolution (including
those holding Excluded Voting Shares in respect of such Excluded Voting Shares).
It is proposed that the Research Now Articles be amended to ensure that any
Ordinary Shares which are issued after the General Meeting but before the
Reduction Record Time will be subject to and bound by the Scheme. Any Ordinary
Shares issued after the Reduction Record Time will not be subject to the Scheme.
Accordingly, it is proposed that the Research Now Articles be amended further so
that any Ordinary Shares issued to any person other than e-Rewards Bidco (or its
nominee(s)) on or after the Reduction Record Time will automatically be acquired
by e-Rewards Bidco in consideration for the payment by e-Rewards Bidco to such
person of such cash consideration as would have been payable under the Scheme
had such Ordinary Shares been Scheme Shares and been reclassified under the
Scheme as "A" Shares. The proposed amendments to the Research Now Articles will
be set out in full in the notice of the General Meeting.
Ordinary Resolution
The General Meeting will also be convened to consider and, if thought fit, pass
the Ordinary Resolution to approve the proposed Management Arrangements
described in paragraph 6 above. In order to satisfy the requirements of Rule 16
of the Takeover Code, the Management Team (and its connected persons) will not
be entitled to vote on the Ordinary Resolution and voting will be by way of a
poll.
(c) Modifications to the Scheme
The Scheme will contain a provision for Research Now and e-Rewards Bidco jointly
to consent on behalf of all concerned to any modifications, additions or
conditions to the Scheme which the Court may think fit to approve or impose. The
Court would be unlikely to approve or impose any modifications, additions or
conditions to the Scheme which might be material to the interests of Scheme
Shareholders unless Scheme Shareholders were informed of any such modification,
addition or condition. It would be a matter for the Court to decide, at its
discretion, whether or not a further meeting of Scheme Shareholders should be
held.
(d) Conditions to the Scheme
The Scheme will be subject to the Conditions set out in full in Appendix I and
to be included in the Scheme Document. The Scheme will be conditional, amongst
other things, upon:
+-------+----------------------------------------------------------------------------------+
| (i) | the Scheme becoming effective by not later than 31 January 2010 or such later |
| | date as Research Now and e-Rewards Bidco may agree and (if required) the Court |
| | may allow; |
+-------+----------------------------------------------------------------------------------+
| | |
+-------+----------------------------------------------------------------------------------+
| (ii) | approval of the Scheme by a majority in number of the Scheme Shareholders (other |
| | than the holders of Excluded Voting Shares) who are present and vote either in |
| | person or by proxy at the Court Meeting, or any adjournment of that Meeting, and |
| | who represent 75 per cent. or more in value of all Scheme Shares (other than |
| | Excluded Voting Shares) held by such Scheme Shareholders; |
+-------+----------------------------------------------------------------------------------+
| | |
+-------+----------------------------------------------------------------------------------+
| (iii) | the Resolutions being duly passed by the requisite majorities at the General |
| | Meeting or any adjournment of that meeting; and |
+-------+----------------------------------------------------------------------------------+
| | |
+-------+----------------------------------------------------------------------------------+
| (iv) | the sanction (with or without modification agreed by Research Now and e-Rewards |
| | Bidco) of the Scheme and confirmation of the Capital Reduction by the Court, |
| | office copies of the Court Orders and the statement of capital in connection |
| | with the Capital Reduction approved by the Court being delivered to the |
| | Registrar of Companies and, in the case of the Court Order confirming the |
| | Capital Reduction, registration of such Court Order and statement of capital by |
| | him. |
+-------+----------------------------------------------------------------------------------+
| | |
+-------+----------------------------------------------------------------------------------+
| (e) | Sanction of the Scheme by the Court |
+-------+----------------------------------------------------------------------------------+
Under the Companies Act, the Scheme will require the sanction of the Court at
the Scheme Court Hearing and the Capital Reduction requires the confirmation of
the Court at the subsequent Reduction Court Hearing.
The Scheme will become effective in accordance with its terms on delivery to the
Registrar of Companies of office copies of the Court Orders and statement of
capital in connection with the Capital Reduction approved by the Court and (in
relation to the Court Order to confirm the Capital Reduction comprised in the
Scheme and the statement of capital) the registration of such Court Order and
statement of capital by him.
If the Scheme becomes effective, it will be binding on all Scheme Shareholders
irrespective of whether or not they attended or voted in favour of the
resolutions at the Court Meeting or in favour of the Resolutions at the General
Meeting.
e-Rewards, e-Rewards Bidco and the Management Team have confirmed
that they will be represented by Counsel at the Scheme Court Hearing so as to
consent to the Scheme and to undertake to the Court to be bound thereby and to
do all acts and things necessary to give effect to the Scheme.
If the Scheme does not become effective by 31 January 2010 (or such later date
(if any) as e-Rewards Bidco and Research Now may agree and (if required) the
Court may allow), the Scheme will lapse.
13. Information relating to the e-Rewards Group
e-Rewards is based in Dallas, Texas, United States, and is the world's largest
"by-invitation-only" online research panel, serving more than 900 research
firms. With millions of panellists, the "e-Rewards Opinion Panels" provide
research firms with quality respondents, enabling them to interact with real
consumers and business decision-makers in a timely manner. Launched in 1999, and
named in 2009 by Inc. magazine as one of America's fastest growing companies,
e-Rewards employs more than 300 professionals located in Dallas, London, Los
Angeles, New York, San Francisco, Chicago, Seattle, Paris and Frankfurt.
For the year ended 31 December 2008, e-Rewards' audited revenue was
US$105.1 million.
e-Rewards' business is well established and the e-Rewards
Board's expectations are that e-Rewards' future trading and prospects will
continue to be strong.
e-Rewards Bidco is a newly-incorporated company which has been formed for the
purposes of implementing the Transaction. e-Rewards Bidco is a wholly-owned UK
subsidiary of e-Rewards. e-Rewards Bidco has not traded since its date of
incorporation nor has it entered into any obligations other than in connection
with the Transaction and the financing of the Transaction. The sole director of
e-Rewards Bidco is David Mellinger.
14. Information relating to TA Associates
Founded in 1968, TA Associates is a leading growth private equity firm,
investing in private companies in fast-growing and dynamic industries, such as
technology, financial services, healthcare, business services and consumer. TA
Associates has more than 60 investment professionals globally, based in the US
(Boston and Menlo Park), London and Mumbai.
Investors in funds managed and advised by TA Associates include Pennsylvania
State Employees Retirement System, AT&T Pension Fund, GE Capital and numerous
University endowment funds, foundations and trusts.
Equipped with a US$16 billion capital base and 400 current and former portfolio
companies, TA Associates has a long track record of supporting acquisitions by
its portfolio companies through advice and access to capital. TA Associates'
investments range from US$60 million to US$500 million in equity and US$10
million to US$75 million in subordinated debt transactions that value businesses
generally from US$150 million to US$3 billion.
15. Information relating to the Research Now Group
Research Now is one of the leading international online fieldwork and panel
specialists to the global market research industry and some of the world's best
known companies. Research Now owns the "Valued Opinions" family of 36 online
panels across Europe, North and Latin America and Asia Pacific.
Research Now undertakes fieldwork online from its panel of more than two million
potential respondents globally. Research Now has offices in London, Paris,
Hamburg, Frankfurt, Munich, Athens, New York, San Francisco, Chicago, Los
Angeles, Dallas, Toronto, Sydney, Melbourne, Auckland, Singapore and Shanghai.
For the year ended 31 October 2008, Research Now reported profit on ordinary
activities before taxation of GBP5.7 million (2007: GBP0.3 million) on revenue
of GBP41.2 million (2007: GBP25.8 million). Net assets as at 31 October 2008
were GBP24.8 million (31 October 2007: GBP12.3 million).
For the six months ended 30 April 2009, Research Now reported profit on ordinary
activities before taxation of GBP3.5 million (2008: GBP2.4 million) on revenue
of GBP23.6 million (2008: GBP19.1 million). Net assets as at 30 April 2009
were GBP32.5 million (30 April 2008: GBP22.5 million).
16. Current trading of Research Now
Research Now has had a good year, despite recessionary pressures, and the
Research Now Board expects to report a full year performance for the year ending
31 October 2009 in line with its expectations.
Research Now has continued to benefit from the global spread of its business,
maintaining Research Now's track record of underlying growth as stronger
performing markets more than offset those experiencing short term weakness.
Tougher trading conditions have been evident in Europe during the second half of
the current financial year, however, Research Now's North American activity
levels continued positively and its Asia Pacific operations performed strongly.
Research Now has successfully avoided the worst effects of the recession through
its market leading and value-added data collection offering. Looking forward,
Research Now is well placed to continue to benefit from this strategy.
17. Inducement Fee Agreement
As an inducement for e-Rewards carrying out its due diligence in respect of the
Proposals and devoting management time and resources in connection with the
Proposals, Research Now entered into the Inducement Fee Agreement on 18
September 2009 and agreed to pay to e-Rewards an inducement fee equal to a
maximum of one per cent. of the value of Research Now by reference to the Offer
Price (inclusive of value added tax, if any, except to the extent any such value
added tax is recoverable by Research Now) in the following circumstances:
+------+----------------------------------------------------------------------------------+
| (i) | prior to the Scheme lapsing or being withdrawn, if a competing proposal is |
| | announced (under Rule 2.5 of the Takeover Code) which subsequently becomes or is |
| | declared unconditional or otherwise completes; or |
+------+----------------------------------------------------------------------------------+
| | |
+------+----------------------------------------------------------------------------------+
| (ii) | if the Independent Director withdraws or adversely modifies his recommendation |
| | of the Proposals (including the recommendation of a competing proposal) and the |
| | Scheme lapses or is withdrawn. |
+------+----------------------------------------------------------------------------------+
In the Inducement Fee Agreement, Research Now has also agreed with e-Rewards
that, if it receives an approach which the Independent Director determines
constitutes a superior proposal, Research Now will notify e-Rewards of the terms
of such competing proposal and the Independent Director shall not withdraw or
adversely modify his recommendation of the Proposals unless either (i) within 48
hours of being notified of such competing proposal, e-Rewards informs Research
Now that it is not willing to revise the Proposals in such a way that the
Independent Director determines to continue to recommend the Proposals; (ii)
e-Rewards does not, within such 48 hour period, confirm that it is willing to
revise the Proposals in such a way that the Independent Director determines to
continue to recommend the Proposals; or (iii) e-Rewards, having confirmed within
48 hours of being notified of such competing proposal that it is willing to so
revise the Proposals, fails within 72 hours of receipt of such notice to
announce the revised Proposals. e-Rewards Bidco has a right to enforce the
provisions of the Inducement Fee Agreement.
Research Now has also agreed not to solicit or otherwise procure, directly or
indirectly, a competing proposal or enter into discussions which relate to or
may be expected to lead to a competing proposal, save to the extent required by
the Research Now Directors in order to discharge their statutory and fiduciary
duties and where discussions have resulted from unsolicited communication.
Hawkpoint considers the inducement fee and the circumstances in which it may
become payable to be in the best interests of Research Now and Research Now
Shareholders.
Further details of the inducement fee arrangements will be set out in the Scheme
Document.
18. Implementation Agreement
Research Now, e-Rewards and e-Rewards Bidco have entered into the Implementation
Agreement which, along with the Inducement Fee Agreement, governs their
relationship during the period until the Scheme becomes effective, lapses or is
withdrawn. Among other things, the parties have agreed to cooperate to implement
the Scheme and Research Now has entered into certain undertakings concerning the
conduct of its business and the provision of certain further information during
that period.
The Implementation Agreement will terminate in certain circumstances (without
prejudice to certain obligations, including the payment of the inducement fee
(referred to in paragraph 17 above)), including if:
(i) the Effective Date has not occurred by 31 January 2010; or
(ii)
the Scheme Shareholders or the Research Now Shareholders, as the case may be,
fail to pass by the required majority the resolutions to be proposed at the
Court Meeting in connection with the Proposals and/or fail to pass by the
required majorities the Resolutions.
Further details of the Implementation Agreement will be set out in the Scheme
Document.
19.Research Now Share Option Schemes
The terms of the Scheme, if it becomes effective, will bind all Research Now
Shareholders, including persons acquiring Ordinary Shares prior to the Reduction
Record Time under the terms of the Research Now Share Option Schemes.
Appropriate proposals will be made to holders of Research Now Share Options.
Full details of these proposals will be set out in letters which are to be sent
to holders of Research Now Share Options.
Impact of the Scheme on the Research Now Share Option Schemes
All Ordinary Shares issued on the exercise of options prior to the Reduction
Record Time will be subject to the Scheme. The Scheme will not extend to
Ordinary Shares issued after the Reduction Record Time. However, an amendment to
the Research Now Articles will be proposed to be made at the General Meeting to
enable
e-Rewards Bidco to acquire automatically any such Ordinary Shares on
the same terms as the Proposals.
The Research Now Board will exercise its discretion to permit Research Now Share
Options to be exercised with effect from the date the Court sanctions the
Scheme.
Amendments to the Research Now Articles
It is proposed that the Research Now Articles be amended to ensure that any
Ordinary Shares which are issued after the General Meeting but before the
Reduction Record Time will be subject to and bound by the Scheme. Any Ordinary
Shares issued after the Reduction Record Time will not be subject to the Scheme.
Accordingly, it is also proposed that the Research Now Articles be amended so
that any Ordinary Shares issued to any person other than e-Rewards Bidco (or its
nominee(s)) on or after the Reduction Record Time will automatically be acquired
by e-Rewards Bidco in consideration for the payment by e-Rewards Bidco to such
person of such cash consideration as would have been payable under the Scheme
had such Ordinary Shares been Scheme Shares. The proposed amendments to the
Research Now Articles will be set out in full in the Scheme Document.
The SIP
Upon the Scheme becoming effective, it will bind all Scheme Shareholders
including the SIP Trustee which holds legal title to Ordinary Shares belonging
to participants in the SIP. Appropriate proposals will be made to participants
in the SIP who hold the beneficial title to such Ordinary Shares. Full details
of these proposals will be set out in the letters which are to be sent from the
SIP Trustee to participants in the SIP.
Impact of the Scheme on the SIP
All Ordinary Shares held by the SIP Trustee prior to the Reduction Record Time
will be subject to the Scheme.
20.Disclosure of interests in Research Now
Save for the irrevocable undertakings referred to in paragraph 11 above and the
arrangements contained in the Implementation Agreement pursuant to which
e-Rewards and e-Rewards Bidco each agree, prior to the Reduction Record Time, to
acquire an Ordinary Share, as at the date of this announcement, neither
e-Rewards nor e-Rewards Bidco nor, so far as the Directors of e-Rewards and the
directors of e-Rewards Bidco are aware, any person acting in concert with either
of them, has any interest in or right to subscribe for any relevant securities
of Research Now nor are they party to any short positions (whether conditional
or absolute and whether in the money or otherwise) relating to relevant
securities of Research Now, including any short positions under derivatives,
agreements to sell or any delivery obligations or rights to require another
person to take delivery. Neither e-Rewards nor e-Rewards Bidco nor, so far as
the Directors of e-Rewards and the director of e-Rewards Bidco are aware, any
person acting in concert with either of them, has borrowed or lent any relevant
securities of Research Now.
21.Delisting and cancellation of admission to trading on AIM and re-registration
The London Stock Exchange will be requested to cancel trading in Ordinary Shares
on AIM with effect from the close of business on the Business Day immediately
prior to the Effective Date. No transfers of Ordinary Shares will be registered
after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of Ordinary Shares will
cease to be valid and should be destroyed. In addition, entitlement to Ordinary
Shares held in the CREST system will be cancelled. It is proposed that,
following the Effective Date and after the Ordinary Shares have been delisted,
Research Now will be
re-registered as a private company.
22.Anticipated timetable
Research Now anticipates that it will despatch the Scheme Document together with
notices of the Court Meeting and the General Meeting and the expected timetable
to Research Now Shareholders and, for information only, to participants in the
Research Now Share Option Schemes and the SIP within the next 28 days (or such
later date as may be agreed with the Panel), that the Court Meeting and General
Meeting will take place on 25 November 2009, and subject to the Scheme becoming
unconditional and effective in accordance with its terms, that the Effective
Date will occur on 15 December 2009. A full anticipated timetable will be set
out in the Scheme Document.
23.Overseas Shareholders
The implications of the Scheme and the Transaction for Overseas Shareholders may
be affected by the laws of jurisdictions outside the UK. Overseas Shareholders
should inform themselves about and observe all applicable legal requirements. It
is the responsibility of each Overseas Shareholder to satisfy himself as to the
full observance of the laws of the jurisdiction to which the Overseas
Shareholder may be subject, including the obtaining of any governmental,
exchange control or other consents which may be required, or the compliance with
other necessary formalities which are required to be observed and the payment of
any issue, transfer or other taxes due in such jurisdiction.
This document has been prepared for the purposes of complying with English law,
the Takeover Code and the AIM Rules and the information disclosed in this
document may not be the same as that which would have been disclosed if this
document had been prepared in accordance with the laws of any other
jurisdiction.
24.Other
The Transaction will be subject to the requirements of the Takeover Code and
will be on the terms and subject to the Conditions set out in this announcement
and in Appendix I, and to be set out in the Scheme Document, which will include
full details of the Scheme. In deciding whether or not to vote in favour of the
Scheme and the related matters in respect of their Ordinary Shares, Research Now
Shareholders should rely on the information contained in, and follow the
procedures described in, the Scheme Document and Forms of Proxy.
If e-Rewards elects to implement the Transaction by way of a takeover offer, the
takeover offer will be implemented on the same terms (subject to appropriate
amendments and with the consent of the Panel, where necessary), so far as
applicable, as those which would apply to the Scheme. Furthermore, if sufficient
acceptances of such offer are received and/or sufficient Ordinary Shares are
otherwise acquired, it is the intention of e-Rewards to apply the provisions of
Part 28 of the Companies Act to acquire compulsorily any outstanding Ordinary
Shares to which such offer relates.
Certain terms used in this announcement are defined in Appendix III.
This announcement does not constitute an offer to sell, or an invitation to
purchase, any securities or the solicitation of any vote or approval in any
jurisdiction. The full terms and conditions of the Scheme will be set out in the
Scheme Document. Research Now Shareholders are advised to read carefully the
formal documentation in relation to the Proposals once it has been despatched.
Enquiries:
+-------------------------------------------+-------------------------------+
| e-Rewards | Tel: +1 214 365 5050 |
+-------------------------------------------+-------------------------------+
| Bill Russo | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| Jefferies | Tel: +44 (0) 20 7029 8000 |
+-------------------------------------------+-------------------------------+
| Financial adviser to e-Rewards and | |
| e-Rewards Bidco | |
+-------------------------------------------+-------------------------------+
| Julian Culhane | |
+-------------------------------------------+-------------------------------+
| Sarah McNicholas | |
+-------------------------------------------+-------------------------------+
| James Hill | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| Research Now | Tel: +44 (0) 20 7921 2400 |
+-------------------------------------------+-------------------------------+
| Geoff Westmore | |
+-------------------------------------------+-------------------------------+
| Chris Havemann | |
+-------------------------------------------+-------------------------------+
| Nathan Runnicles | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| Hawkpoint | Tel: +44 (0) 20 7665 4500 |
+-------------------------------------------+-------------------------------+
| Financial and Rule 3 adviser to Research | |
| Now | |
+-------------------------------------------+-------------------------------+
| Simon Gluckstein | |
+-------------------------------------------+-------------------------------+
| Emily Ashwell | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| Canaccord Adams Limited | Tel: +44 (0) 20 7050 6500 |
+-------------------------------------------+-------------------------------+
| Nominated adviser and broker to Research | |
| Now | |
+-------------------------------------------+-------------------------------+
| Mark Williams | |
+-------------------------------------------+-------------------------------+
| | |
+-------------------------------------------+-------------------------------+
| Hudson Sandler | Tel: +44 (0) 20 7796 4133 |
+-------------------------------------------+-------------------------------+
| PR adviser to Research Now | email:rn@hspr.com |
+-------------------------------------------+-------------------------------+
| Alistair Mackinnon-Musson | |
| Nathan Field | |
+-------------------------------------------+-------------------------------+
In accordance with Rule 2.10 of the Takeover Code, Research Now confirms it has
18,762,306 Ordinary Shares in issue and admitted to trading on AIM under the UK
ISIN Code GB00B0CTWT77.
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement
can be found at www.researchnow.co.uk.
Jefferies, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to
e-Rewards and e-Rewards Bidco and no one else in connection with the Proposals
and will not be responsible to anyone other than e-Rewards and e-Rewards Bidco
for providing the protections afforded to customers of Jefferies or for
providing advice to any other person in relation to the Proposals or any other
matters referred to in this announcement.
Hawkpoint, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Research Now and no one
else in connection with the Proposals and will not be responsible to anyone
other than Research Now for providing the protections afforded to clients of
Hawkpoint or for providing advice in relation to the Proposals or any other
matters referred to in this announcement.
Canaccord Adams Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Research Now and
no one else in connection with the Proposals and will not be responsible to
anyone other than Research Now for providing the protections afforded to clients
of Canaccord Adams Limited or for providing advice in relation to the Proposals
or any other matters referred to in this announcement.
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
Proposals will be made by means of the Scheme Document and the Forms of Proxy
accompanying the Scheme Document, which will contain the full terms and
conditions of the Transaction, including details of how to vote in favour of the
Transaction. Research Now Shareholders are advised to read this announcement in
conjunction with the formal documentation in relation to the Transaction
carefully, once it has been dispatched. This announcement and all other
materials related to the Transaction are directed solely to existing Research
Now Shareholders, to participants in the Research Now Share Option Schemes and
to participants in the SIP.
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.
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.
The Proposals will be carried out by way of scheme of arrangement under UK 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.
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 financial condition, results of operations and business of the Research Now
Group and
e-Rewards Group and certain plans and objectives of the boards of
Research Now and
e-Rewards. 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 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.
APPENDIX I
CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS
1.The Proposals will be conditional upon the Scheme becoming unconditional and
becoming effective by no later than 31 January 2010 or such later date as,
subject to the Takeover Code, Research Now and e-Rewards Bidco may agree and (if
required) the Court may allow.
2.The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number representing 75 per cent.
or more in nominal value of the Scheme Shareholders (other than the holders of
Excluded Voting Shares) who are present and voting, either in person or by
proxy, at the Court Meeting or at any adjournment of that meeting;
(b) the Resolutions being duly passed by the requisite majorities at the
General Meeting or at any adjournment of that meeting; and
(c) the sanction (with or without modification (but subject to such
modification being acceptable to Research Now and e-Rewards Bidco)) of the
Scheme and the confirmation of the Capital Reduction by the Court, office copies
of the Court Orders and, in respect of the Capital Reduction, the statement of
capital approved by the Court, being delivered to the Registrar of Companies
and, in the case of the Court Order confirming the Capital Reduction,
registration of such Court Order and statement of capital by the Registrar of
Companies.
3.Research Now and e-Rewards Bidco have agreed that, subject as stated in
paragraph 4 below, application to the Court to sanction the Scheme and to
confirm the Capital Reduction will not be made unless the Conditions in
paragraphs 2(a) and 2(b) above have been fulfilled or satisfied and, immediately
prior to the Scheme Court Hearing (or any adjournment thereof), the following
conditions are satisfied or waived:
(a)save as disclosed, no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, authority, court,
trade agency, association or institution or professional or environmental body
or any other similar person or body whatsoever in any relevant jurisdiction
(each a "Third Party") having decided, without the consent or agreement of
e-Rewards Bidco to take, institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having required any
action to be taken or information to be provided or otherwise having done
anything or having made, proposed or enacted any statute, regulation, order or
decision or having done anything which would or might reasonably be expected to
(in each case to an extent which is material in the context of the wider
Research Now Group or wider e-Rewards Group in each case taken as a whole):
(i) make the Proposals or their implementation, or the acquisition or the
proposed acquisition by e-Rewards Bidco of any shares or other securities in, or
control of, any member of the Research Now Group void, illegal or unenforceable
in any relevant jurisdiction, or otherwise directly or indirectly materially
restrain, prohibit, restrict, prevent or delay the same or impose additional
conditions or financial or other obligations with respect thereto, or otherwise
challenge or materially interfere therewith;
(ii) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by e-Rewards or any of its subsidiaries or
subsidiary undertakings or associated undertakings (including any joint venture,
partnership, firm or company in which any member of the
e-Rewards Group is
substantially interested) (the "wider e-Rewards Group" (and "member of the wider
e-Rewards Group" shall be construed accordingly)) of any Ordinary Shares or of
any shares in a member of the Research Now Group;
(iii) require, prevent or delay the divestiture or alter the terms envisaged
for any proposed divestiture by any member of the wider e-Rewards Group or by
any member of the wider Research Now Group of all or any portion of their
respective businesses, assets or property, or (to an extent which is material in
the context of the Proposals or the wider Research Now Group concerned taken as
a whole) impose any limit on the ability of any of them to conduct their
respective businesses (or any of them) or to own or control any of their
respective assets or properties or any part thereof;
(iv) impose any material limitation on, or result in any material delay in,
the ability of any member of the wider e-Rewards Group or any member of the
wider Research Now Group to acquire, hold or exercise effectively, directly or
indirectly, all or any rights of ownership of Ordinary Shares or any shares or
securities convertible into Ordinary Shares or to exercise voting or management
control over any member of the wider Research Now Group;
(v) require any member of the wider e-Rewards Group and/or the wider Research
Now Group to acquire or offer to acquire or repay any shares or other securities
in and/or indebtedness of any member of the wider Research Now Group owned by or
owed to any third party;
(vi) impose any material limitation on the ability of any member of the wider
e-Rewards Group or the wider Research Now Group to integrate or co-ordinate
its business, or any material part of it, with the business of any member of the
wider Research Now Group or wider e-Rewards Group respectively; or
(vii) otherwise materially adversely affect any or all of the businesses,
assets, long-term prospects (where such long term prospects do not relate to a
change in general economic conditions and which could not reasonably have been
foreseen on 22 October 2009), profits or financial or trading position of any
member of the wider Research Now Group or any member of the wider e-Rewards
Group,
and all applicable waiting and other time periods during which any Third Party
could institute, implement or threaten any such action, proceedings, suit,
investigation, enquiry or reference under the laws of any relevant jurisdiction,
having expired, lapsed or been terminated;
(b)all authorisations, orders, recognitions, grants, consents, clearances,
confirmations, licences, certificates, permissions and approvals
("Authorisations") necessary for or in respect of the Proposals or the
acquisition or proposed acquisition by e-Rewards Bidco of any shares or other
securities in, or control of, Research Now or the carrying on by any member of
the wider Research Now Group of its business, in each case to the extent the
absence thereof would have a material adverse effect in the context of the wider
Research Now Group or the wider e-Rewards Group in each case taken as a whole,
having been obtained in terms and in a form reasonably satisfactory to e-Rewards
Bidco from all appropriate Third Parties or persons with whom any member of the
wider Research Now Group has entered into contractual arrangements and all such
Authorisations remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke, suspend, restrict or amend or not renew the same at the
time the Scheme is due (but for this condition) to become effective;
(c) except as disclosed, there being no provision of any arrangement,
agreement, licence or other instrument to which any member of the wider Research
Now Group is a party or by or to which any such member or any of its respective
assets is or are or may be bound, entitled or subject or any circumstance which,
in consequence of the making or implementation of the Proposals or the
acquisition or proposed acquisition of any shares or other securities in, or
control of, Research Now or because of a change in the control or management of
Research Now or otherwise, could reasonably be expected to result in (to an
extent which is material in the context of the wider Research Now Group taken as
a whole):
(i) any amount of monies borrowed by or other indebtedness or liabilities
actual or contingent of, or any grant available to, any member of the wider
Research Now Group being or becoming repayable or capable of being declared
repayable immediately or prior to its stated maturity date or the ability of any
such member to borrow monies or incur any indebtedness being withdrawn or
inhibited or capable of being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property, assets or
interests of any member of the wider Research Now Group or any such security
(whenever created, arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, license or instrument or the rights,
liabilities, obligations, or interests of any member of the wider Research Now
Group under any such arrangement, agreement, licence or instrument (or any
arrangement, agreement, licence or instrument relating to any such right,
liability, obligation, interest or business) or the interests or business of any
such member in or with any other person, firm, company or body being or becoming
capable of being terminated or adversely modified or adversely affected or any
adverse action being taken or any onerous obligation or liability arising
thereunder;
(iv) any asset or interest of any member of the wider Research Now Group
being or falling to be disposed of or charged (otherwise than in the ordinary
course of trading) or ceasing to be available to any member of the wider
Research Now Group or any right arising under which any such asset or interest
could reasonably be expected to be required to be disposed of or could
reasonably be expected to cease to be available to any member of the wider
Research Now Group (in each case otherwise than in the ordinary course of
trading);
(v) any member of the wider Research Now Group ceasing to be able to carry on
business under any name under which it presently does so;
(vi) any member of the wider Research Now Group being required to acquire or
repay any shares in and/or indebtedness of any member of the wider Research Now
Group owned by or owed to any third party;
(vii) the value or financial or trading position of any member of the wider
Research Now Group being materially prejudiced or adversely affected (where such
position does not relate to a change in general economic conditions and which
could not reasonably have been foreseen on
22 October 2009); or
(viii) the creation of any material liability, actual or contingent, by any
such member, otherwise than in the ordinary course of business,
and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result
in any of the events referred to in this Condition 3(c) to an extent which is
material in the context of the wider Research Now Group;
(d) since 31 October 2008 and except as disclosed, no member of the wider
Research Now Group having:
(i) issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares, securities or convertible securities (save for issues
between Research Now and any of its wholly-owned subsidiaries or between such
wholly-owned subsidiaries and save for options granted under the Research Now
Share Option Schemes before the date of this announcement or the issue of any
Ordinary Shares allotted upon the exercise of options granted before the date of
this announcement under the Research Now Share Option Schemes) or redeemed,
purchased, repaid or reduced or proposed the redemption, purchase, repayment or
reduction of any part of its share capital or any other securities;
(ii) recommended, declared, made or paid or proposed to recommend, declare,
make or pay any bonus issue, dividend or other distribution whether payable in
cash or otherwise other than any distribution by any wholly-owned subsidiary
within the Research Now Group;
(iii) save as between members of the Research Now Group, effected,
authorised, proposed or announced its intention to propose or make any material
change in its loan capital;
(iv) save as between members of the Research Now Group, effected, authorised,
proposed or announced its intention to propose (i) any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme, or (ii) any
acquisition, disposal, transfer of or mortgage, charge or creation of security
interest over, any assets or shares or any right, title or interest in any
assets or shares (in each case other than in the ordinary course of business)
which in each case would be material in the context of the wider Research Now
Group taken as a whole;
(v) entered into, varied or terminated or authorised, proposed or announced
its intention to enter into, vary, terminate or authorise any agreement,
arrangement, contract, transaction or commitment (other than in the ordinary
course of business and whether in respect of capital expenditure or otherwise)
which is of a loss-making, long-term or unusual or onerous nature or magnitude,
or which involves or could involve an obligation of such a nature or magnitude
(other than in the ordinary course of trading), in each case which is material
in the context of the wider Research Now Group taken as a whole;
(vi) entered into any contract, transaction or arrangement which would be
restrictive on the business of any member of the wider Research Now Group or the
wider e-Rewards Group in any such case which is material in the context of the
wider Research Now Group or the wider e-Rewards Group, as the case may be, taken
as a whole or which is or could involve obligations which would or might
reasonably be expected to be so restrictive;
(vii) save for transactions between members of the Research Now Group or
transactions carried out by members of the Research Now Group in the ordinary
course of trading, issued, authorised or proposed the issue of or made any
change in or to any debentures, or (other than in the ordinary course of
trading) incurred or increased any indebtedness or liability, actual or
contingent, which is material in the context of the wider Research Now Group
taken as a whole;
(viii) been unable or admitted that it is unable to pay its debts or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial part
of its business or proposed or entered into any composition or voluntary
arrangement with its creditors (or any class of them) or the filing at court of
documentation in order to obtain a moratorium prior to a voluntary arrangement
or, by reason of actual or anticipated financial difficulties, commenced
negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness;
(ix) made, or announced any proposal to make, any change or addition to any
retirement, death or disability benefit or any other employment-related benefit
of or in respect of any of its directors, employees, former directors or former
employees in a manner which is material in the context of the wider Research Now
Group taken as a whole;
(x) save as between Research Now and its wholly-owned subsidiaries, granted
any lease or third party rights in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of any
such property in any case which is material in the context of the wider Research
Now Group taken as a whole;
(xi)entered into or materially varied or made any offer (which remains open for
acceptance) to enter into or materially vary the terms of any service agreement
with any director of Research Now or any director of the wider Research Now
Group;
(xii) taken or proposed any corporate action or had any proceedings started
or threatened (in writing) against it for its winding-up (voluntary or
otherwise), dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or for any
analogous proceedings or steps in any relevant jurisdiction or for the
appointment of any analogous person in any relevant jurisdiction which in any
case is material in the context of the Research Now Group taken as a whole;
(xiii) made any amendment to its memorandum or articles of association which
is materially prejudicial to the Proposals;
(xiv) waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business, which is material in the
context of the wider Research Now Group taken as a whole;
(xv) taken, entered into or had started or threatened against it (in writing)
in a relevant jurisdiction outside England and Wales any form of insolvency
proceeding or event similar or analogous to any of the events referred to in
Conditions 2(d)(ix) and (xiii) above; or
(xvi) agreed to enter into or entered into an agreement or arrangement or
commitment or passed any resolution or announced any intention with respect to
any of the transactions, matters or events referred to in this Condition 3(d);
(e) since 31 October 2008 and except as disclosed:
(i) there having been no material adverse change or deterioration in the
business, assets, financial or trading position or profits or long term
prospects (where such long term prospects do not relate to a change in general
economic conditions and which could not reasonably have been foreseen on 22
October 2009) of the wider Research Now Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the wider Research Now Group is or may become
a party (whether as claimant or defendant or otherwise), and no enquiry or
investigation by or complaint or reference to any Third Party, against or in
respect of any member of the wider Research Now Group, having been threatened,
announced or instituted or remaining outstanding by, against or in respect of
any member of the wider Research Now Group which might reasonably be expected to
adversely affect the wider Research Now Group and which is material in the
context of the wider Research Now Group taken as a whole; and
(iii) no contingent or other liability of any member of the wider Research
Now Group having arisen or become apparent or increased which would be
reasonably likely to have a material adverse effect on the wider Research Now
Group taken as a whole;
(f) save as disclosed, e-Rewards Bidco not having discovered:
(i) that any financial, business or other information concerning Research Now
or the wider Research Now Group which is contained in the information publicly
disclosed at any time by or on behalf of any member of the wider Research Now
Group either publicly or in the context of the Proposals contains a material
misrepresentation of fact which has not, prior to the date of this announcement,
been corrected by public announcement through an RIS or omits to state a fact
necessary to make the information contained therein not materially misleading in
each case in the context of the wider Research Now Group taken as a whole;
(ii) any information which materially affects the import of any such
information as is mentioned in Condition 3(f)(i) to an extent which is material
in the context of the wider Research Now Group taken as a whole; or
(iii) that any member of the wider Research Now Group is subject to any
liability, contingent or otherwise, which is not disclosed in the annual report
and accounts of Research Now for the twelve months ended
31 October 2008 or
the interim results for the six months ended 30 April 2009 and which is material
in the context of the wider Research Now Group taken as a whole; and
(g) save as disclosed, e-Rewards Bidco not having discovered that there has
been a disposal, spillage or leakage of waste or hazardous substance or any
substance reasonably likely to impair the environment or harm human health on,
or there has been an emission or discharge of any waste or hazardous substance
or any substance reasonably likely to impair the environment or harm human
health from, any land or other asset now or previously owned, occupied or made
use of by any member of the wider Research Now Group which would be reasonably
likely to give rise to any liability (whether actual or contingent, civil or
criminal) or cost on the part of any member of the wider Research Now Group
which is material in the context of the wider Research Now Group taken as a
whole.
4.Subject to the requirements of the Panel, e-Rewards Bidco reserves the right
to waive all or any of the Conditions in paragraph 3 above.
5.If e-Rewards Bidco is required by the Panel to make an offer for the Ordinary
Shares under Rule 9 of the Takeover Code, e-Rewards Bidco may make such
alteration to the terms and conditions of the Transaction as may be necessary to
comply with the provisions of the Takeover Code.
6.e-Rewards Bidco reserves the right to elect (with the consent of the Panel
where necessary) to implement the Transaction by way of a takeover offer. In
such event, such offer will be implemented on the same terms (subject to
appropriate amendments and subject to the consent of the Panel, where necessary,
including (without limitation) an acceptance condition set at 90 per cent. (or
such lesser percentage as e-Rewards Bidco may, subject to compliance with the
Takeover Code, decide) of the Ordinary Shares to which such offer relates), so
far as applicable, as those which would apply to the Scheme.
7.e-Rewards Bidco will not invoke any of the Conditions in paragraph 3 unless
the circumstances that give rise to the right to invoke the relevant Conditions
are of material significance to e-Rewards Bidco in the context of the
Transaction.
8.If the Scheme is effected, Research Now Shareholders will be deemed to have
confirmed to Research Now that the Ordinary Shares held by them are fully paid
and free from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other rights and interest of any nature whatsoever.
9.For the purpose of these Conditions:
(a) "disclosed" means disclosed in:
+--------+---------+----------------------------------------------------------------------------------+
| | (i) | any of the documents made available as at 6.00 p.m. on 22 October 2009 in |
| | | respect of the proposed Transaction in the electronic data room; |
+--------+---------+----------------------------------------------------------------------------------+
| | | |
+--------+---------+----------------------------------------------------------------------------------+
| | (ii) | any other information delivered to an Information Recipient in respect of the |
| | | Transaction by or on behalf of Research Now on or before 6.00 p.m. on 22 October |
| | | 2009; |
+--------+---------+----------------------------------------------------------------------------------+
| | | |
+--------+---------+----------------------------------------------------------------------------------+
| | (iii) | any public announcement by Research Now to a Regulatory Information Service on |
| | | or before 6.00 p.m. on 22 October 2009; |
+--------+---------+----------------------------------------------------------------------------------+
| | | |
+--------+---------+----------------------------------------------------------------------------------+
| | (iv) | the announcement released on 1 July 2009 by Research Now of the unaudited |
| | | consolidated financial statements of the Research Now Group for the six month |
| | | period ended 30 April 2009; or |
+--------+---------+----------------------------------------------------------------------------------+
| | | |
+--------+---------+----------------------------------------------------------------------------------+
| | (v) | the report and accounts of Research Now for the financial year ended 31 October |
| | | 2008; |
+--------+---------+----------------------------------------------------------------------------------+
(b) "Information Recipient" means:
(i) any director or employee of any member of the e-Rewards Group; and/or
(ii) any professional advisers engaged by, or funders of, any member of the
e-
Rewards Group in connection with the Transaction; and
(c) "wider Research Now Group" means Research Now or any of its subsidiaries
or
subsidiary undertakings or associated undertakings (as defined
in the Companies Act)
(including any joint venture, partnership,
firm or company in which any member of
the Research Now Group is
substantially interested) (and "member of the wider
Research Now
Group" shall be construed accordingly).
10.The Transaction and the Scheme are governed by English Law and will be
subject to the exclusive jurisdiction of the English courts and the conditions
set out above. The rules and regulations of the Financial Services Authority,
the London Stock Exchange, the Takeover Code and the Companies Act shall, so far
as they are appropriate and applicable, apply to the Transaction and the Scheme.
11. The Transaction will lapse and the Scheme will not proceed if, before the
Meetings:
(a) the European Commission initiates proceedings under Article 6(1)(c) of
Council
Regulation (EEC) 139/2004; or
(b) the Transaction is referred to the Competition Commission.
12.The ability to effect the Transaction in respect of persons not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
APPENDIX II
BASES OF CALCULATION AND SOURCES OF INFORMATION
(a) The value attributed to the fully diluted ordinary share capital of Research
Now is based upon 18,762,306 Ordinary Shares in issue as at the date of this
announcement, and no more than 1,020,740 options outstanding over Ordinary
Shares at the date of this announcement in respect of which the exercise price
is less than 430 pence per Ordinary Share to be issued.
(b) Unless otherwise stated, all prices for Ordinary Shares have been derived
from AIM and represent the Closing Prices on the relevant date.
+----------------------------------------------------------------------+
| APPENDIX III |
+----------------------------------------------------------------------+
| DEFINITIONS |
+----------------------------------------------------------------------+
+------------------------------------+--------------------------------------+
| "A" Shares | certain Scheme Shares which are to |
| | be reclassified as "A" Shares |
| | pursuant to the Scheme |
| | |
+------------------------------------+--------------------------------------+
| AIM | AIM, a market operated by the London |
| | Stock Exchange |
| | |
+------------------------------------+--------------------------------------+
| "B" Shares | certain Scheme Shares which are to |
| | be reclassified as "B" Shares |
| | pursuant to the Scheme |
| | |
+------------------------------------+--------------------------------------+
| Business Day | any day (other than a public |
| | holiday, Saturday or Sunday) on |
| | which clearing banks in London are |
| | open for normal business |
| | |
+------------------------------------+--------------------------------------+
| "C" Shares | certain Scheme Shares which are to |
| | be reclassified as "C" Shares |
| | pursuant to the Scheme |
| | |
+------------------------------------+--------------------------------------+
| Capital Reduction | the proposed reduction of the |
| | capital of the Company under section |
| | 648 of the Companies Act in |
| | connection with the Scheme |
| | |
+------------------------------------+--------------------------------------+
| Closing Price | the closing middle market price of |
| | an Ordinary Share derived from AIM |
| | |
+------------------------------------+--------------------------------------+
| Common Stock Option Agreements | the put and call option |
| | agreements entered into between (1) |
| | each member of the Management |
| | Team or their connected persons and |
| | (2) e-Rewards and e-Rewards Bidco, |
| | pursuant to which the Management |
| | Loan Notes may be exchanged for |
| | common stock in e-Rewards |
| | |
+------------------------------------+--------------------------------------+
| Companies Act | the Companies Act 2006 |
| | |
+------------------------------------+--------------------------------------+
| Conditions | the conditions to the Scheme set out |
| | in Appendix I |
| | |
+------------------------------------+--------------------------------------+
| Court | the High Court of Justice in England |
| | and Wales |
| | |
+------------------------------------+--------------------------------------+
| Court Meeting | the meeting of the Scheme |
| | Shareholders, other than holders of |
| | Excluded Voting Shares, to be |
| | convened pursuant to an order of the |
| | Court pursuant to Part 26 of the |
| | Companies Act for the purpose of |
| | considering and, if thought fit, |
| | approving the Scheme, with or |
| | without any modification, and any |
| | adjournment thereof |
| | |
+------------------------------------+--------------------------------------+
| Court Orders | the order of the Court sanctioning |
| | the Scheme under section 899 of the |
| | Companies Act and the order of the |
| | Court confirming the Capital |
| | Reduction under section 648 of the |
| | Companies Act or, where the context |
| | may require, either of them |
| | |
+------------------------------------+--------------------------------------+
| CREST | the computerised settlement system |
| | (as defined in the CREST |
| | Regulations) operated by Euroclear |
| | UK & Ireland Limited which |
| | facilitates the transfer of title to |
| | shares in uncertificated form (as |
| | defined in the CREST Regulations) |
| | |
+------------------------------------+--------------------------------------+
| CREST Regulations | the Uncertificated Securities |
| | Regulations 2001 (SI 2001 No. 3755), |
| | including (i) any enactment or |
| | subordinate legislation which amends |
| | or supersedes those regulations and |
| | (ii) any applicable rules made under |
| | those regulations or any such |
| | enactment or subordinate legislation |
| | for the time being in force |
| | |
+------------------------------------+--------------------------------------+
| Effective Date | the date on which the Scheme becomes |
| | effective as described in paragraph |
| | 12(e) of this announcement |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards | e-Rewards, Inc., with its principal |
| | offices at 8401 North Central |
| | Expressway, Suite 900, LB-38, |
| | Dallas, Texas |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards Bidco | e-Rewards Bidco Limited, a company |
| | incorporated under the laws of |
| | England and Wales with registered |
| | number 7040633 |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards Directors, Directors of | the directors of e-Rewards at the |
| e-Rewards or e-Rewards Board | date of this announcement |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards Group | e-Rewards and its subsidiaries and |
| | subsidiary undertakings from time to |
| | time and "member of the e-Rewards |
| | Group" shall be construed |
| | accordingly |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards Investor Rights | the agreement dated 30 September |
| Agreement | 2008 between e-Rewards, the holders |
| | of its preferred stock and certain |
| | holders of its common stock relating |
| | to, inter alia, restrictions on |
| | transfer of stock in |
| | e-Rewards, to be described more |
| | fully in the Scheme Document |
| | |
+------------------------------------+--------------------------------------+
| e-Rewards Stockholders' Agreement | the agreement dated 30 September |
| | 2008 between e-Rewards, the holders |
| | of its preferred stock and certain |
| | holders of its common stock relating |
| | to the corporate governance of |
| | e-Rewards, to be described more |
| | fully in the Scheme Document |
| | |
+------------------------------------+--------------------------------------+
| Excluded Shares | any Ordinary Shares held by |
| | e-Rewards Bidco |
| | |
+------------------------------------+--------------------------------------+
| Excluded Voting Shares | any Scheme Shares legally or |
| | beneficially owned by the Management |
| | Team and / or by any member of the |
| | e-Rewards Group |
| | |
+------------------------------------+--------------------------------------+
| Forms of Proxy | the forms of proxy for use at the |
| | Court Meeting and the General |
| | Meeting and "Form of Proxy" shall be |
| | construed accordingly |
| | |
+------------------------------------+--------------------------------------+
| General Meeting | the general meeting of Research Now |
| | Shareholders (and any adjournment |
| | thereof) to be convened in |
| | connection with the Proposals |
| | |
+------------------------------------+--------------------------------------+
| Hawkpoint | Hawkpoint Partners Limited, |
| | financial and Rule 3 adviser to |
| | Research Now |
| | |
+------------------------------------+--------------------------------------+
| holder | a registered holder and includes a |
| | person(s) entitled by transmission |
| | |
+------------------------------------+--------------------------------------+
| Implementation Agreement | the implementation agreement between |
| | Research Now, e-Rewards and |
| | e-Rewards Bidco dated 22 October |
| | 2009 |
| | |
+------------------------------------+--------------------------------------+
| Independent Director | Richard Dale, a director of Research |
| | Now |
| | |
+------------------------------------+--------------------------------------+
| Inducement Fee Agreement | the inducement fee and |
| | non-solicitation agreement between |
| | e-Rewards and Research Now dated 18 |
| | September 2009 |
| | |
+------------------------------------+--------------------------------------+
| Jefferies | Jefferies International Limited, |
| | financial adviser to e-Rewards and |
| | e-Rewards Bidco |
| | |
+------------------------------------+--------------------------------------+
| London Stock Exchange | London Stock Exchange plc |
| | |
+------------------------------------+--------------------------------------+
| Management Arrangements | the arrangements under which the |
| | Management Team will be issued with |
| | Management Loan Notes (which they |
| | intend to exchange for shares in |
| | e-Rewards) and all other matters |
| | relating to the Management Team's |
| | proposed relationship with the |
| | e-Rewards Group |
| | |
+------------------------------------+--------------------------------------+
| Management Loan Notes | the GBP10,615,538 8.825 per cent. |
| | unsecured subordinated redeemable |
| | PIK loan notes 2020 which will be |
| | constituted by an instrument |
| | executed by |
| | e-Rewards Bidco |
| | |
+------------------------------------+--------------------------------------+
| Management Shares | in aggregate, 2,498,311 Ordinary |
| | Shares comprising 412,032 Ordinary |
| | Shares beneficially owned at the |
| | Reduction Record Time by Geoff |
| | Westmore, 851,561 Ordinary Shares |
| | beneficially owned at the Reduction |
| | Record Time by Chris Havemann, |
| | 57,288 Ordinary Shares beneficially |
| | owned at the Reduction Record Time |
| | by Nathan Runnicles, 588,715 |
| | Ordinary Shares beneficially owned |
| | at the Reduction Record Time by Jeff |
| | Karry and/or held at the Reduction |
| | Record Time in a trust, whether |
| | discretionary or otherwise, of which |
| | Jeff Karry is a beneficiary with or |
| | without others and 588,715 Ordinary |
| | Shares beneficially owned at the |
| | Reduction Record Time by John Visser |
| | and/or held at the Reduction Record |
| | Time in a trust, whether |
| | discretionary or otherwise, of which |
| | John Visser is a beneficiary with or |
| | without others or, in each case, |
| | such other number of Ordinary Shares |
| | beneficially owned by any member of |
| | the Management Team and/or held in |
| | such a trust, as that member of the |
| | Management Team may agree with |
| | e-Rewards and notify to the Company |
| | not less than one Business Day prior |
| | to the Scheme Court Hearing |
| | |
+------------------------------------+--------------------------------------+
| Management Team | Geoff Westmore, Chris Havemann, |
| | Nathan Runnicles, Jeff Karry and |
| | John Visser |
| | |
+------------------------------------+--------------------------------------+
| Meetings | the Court Meeting and the General |
| | Meeting |
| | |
+------------------------------------+--------------------------------------+
| New Ordinary Shares | the new ordinary shares of 2 pence |
| | each in the capital of Research Now |
| | to be issued in accordance with the |
| | Proposals |
| | |
+------------------------------------+--------------------------------------+
| Offer Price | 430 pence per Ordinary Share |
| | |
+------------------------------------+--------------------------------------+
| Ordinary Resolution | the ordinary resolution to be |
| | proposed at the General Meeting in |
| | connection with the approval of the |
| | Management Arrangements described in |
| | paragraph 6 of this announcement |
| | |
+------------------------------------+--------------------------------------+
| Ordinary Shares | ordinary shares of 2 pence each in |
| | the capital of Research Now |
| | |
+------------------------------------+--------------------------------------+
| Overseas Shareholders | Research Now Shareholders (or |
| | nominees, custodians or trustees for |
| | Research Now Shareholders) not |
| | resident in or citizens of the |
| | United Kingdom |
| | |
+------------------------------------+--------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
| | |
+------------------------------------+--------------------------------------+
| Pound Sterling or GBP | UK pound sterling (and references to |
| | "pence" shall be construed |
| | accordingly) |
| | |
+------------------------------------+--------------------------------------+
| Proposals | the Scheme and the other matters to |
| | be considered at the Meetings |
| | |
+------------------------------------+--------------------------------------+
| Reduction Court Hearing | the Court hearing of the application |
| | to confirm the Capital Reduction |
| | |
+------------------------------------+--------------------------------------+
| Reduction Record Time | 6:00 p.m. on the Business Day |
| | immediately preceding the Reduction |
| | Court Hearing |
| | |
+------------------------------------+--------------------------------------+
| Registrar of Companies | the Registrar of Companies in |
| | England and Wales |
| | |
+------------------------------------+--------------------------------------+
| Regulatory Information Service or | as defined in the AIM Rules for |
| RIS | Companies published by the London |
| | Stock Exchange |
| | |
+------------------------------------+--------------------------------------+
| Resolutions | the Special Resolution and the |
| | Ordinary Resolution |
| | |
+------------------------------------+--------------------------------------+
| Restricted Jurisdiction | any jurisdiction where local laws or |
| | regulations may result in a |
| | significant risk of civil, |
| | regulatory or criminal exposure if |
| | information is sent or made |
| | available to Research Now |
| | Shareholders in that jurisdiction |
| | |
+------------------------------------+--------------------------------------+
| Research Now or the Company | Research Now plc |
| | |
+------------------------------------+--------------------------------------+
| Research Now Articles | the articles of association of |
| | Research Now from time to time |
| | |
+------------------------------------+--------------------------------------+
| Research Now Directors, Directors | the directors of Research Now at the |
| of Research Now or Research Now | date of this announcement |
| Board | |
+------------------------------------+--------------------------------------+
| Research Now Group | Research Now and its subsidiaries |
| | and subsidiary undertakings |
| | |
+------------------------------------+--------------------------------------+
| Research Now Share Options | options to subscribe for Ordinary |
| | Shares granted pursuant to the |
| | Research Now Share Option Schemes |
| | |
+------------------------------------+--------------------------------------+
| Research Now Share Option Schemes | the Research Now 2002 Employees' |
| | Share Option Scheme, the Research |
| | Now 2005 Enterprise Management |
| | Incentive Plan (including the |
| | unapproved schedule thereto) and the |
| | Non-Employee Share Option Scheme |
| | |
+------------------------------------+--------------------------------------+
| Research Now Shareholders | holders of Ordinary Shares |
| | |
+------------------------------------+--------------------------------------+
| Scheme | the scheme of arrangement proposed |
| | to be made under Part 26 of the |
| | Companies Act between Research Now |
| | and the Scheme Shareholders, with or |
| | subject to any modification, |
| | addition or condition approved or |
| | imposed by the Court and agreed to |
| | by Research Now and e-Rewards Bidco |
| | |
+------------------------------------+--------------------------------------+
| Scheme Court Hearing | the hearing by the Court to sanction |
| | the Scheme |
| | |
+------------------------------------+--------------------------------------+
| Scheme Document | the document to be posted to |
| | Research Now Shareholders and others |
| | containing, amongst other things, |
| | the Scheme and notices of the |
| | Meetings |
| | |
+------------------------------------+--------------------------------------+
| Scheme Shareholders | the holders of Scheme Shares |
| | |
+------------------------------------+--------------------------------------+
| Scheme Shares | (i) the Ordinary Shares in issue at |
| | the date of the Scheme Document; |
| | (ii) any Ordinary Shares issued |
| | after the date of the Scheme |
| | Document and before the Voting |
| | Record Time; and |
| | (iii) any Ordinary Shares issued at |
| | or after the Voting Record Time and |
| | before the Reduction Record Time in |
| | respect of which the original or any |
| | subsequent holders thereof are, or |
| | shall have agreed in writing to be, |
| | bound by the Scheme, |
| | other than the Excluded Shares |
| | |
+------------------------------------+--------------------------------------+
| SIP | the share incentive plan in relation |
| | to certain Ordinary Shares approved |
| | by HM Revenue & Customs |
| | |
+------------------------------------+--------------------------------------+
| SIP Trustee | the trustees of the SIP |
| | |
+------------------------------------+--------------------------------------+
| Special Resolution | the special resolution to be |
| | proposed at the General Meeting in |
| | connection with, amongst other |
| | things, the approval of the Scheme, |
| | the sanctioning of the Capital |
| | Reduction and the proposed changes |
| | to the Research Now Articles |
| | |
+------------------------------------+--------------------------------------+
| subsidiary and subsidiary | the meaning given to these terms in |
| undertaking | sections 1159 and 1162 of the |
| | Companies Act |
| | |
+------------------------------------+--------------------------------------+
| Takeover Code | the City Code on Takeovers and |
| | Mergers |
| | |
+------------------------------------+--------------------------------------+
| takeover offer | the meaning given to that term in |
| | Part 28 of the Companies Act |
| | |
+------------------------------------+--------------------------------------+
| Transaction | the proposed acquisition of the |
| | entire issued and to be issued share |
| | capital of Research Now by e-Rewards |
| | (acting through its wholly-owned |
| | subsidiary, |
| | e-Rewards Bidco) to be effected by |
| | way of a scheme of arrangement under |
| | Part 26 of the Companies Act |
| | |
+------------------------------------+--------------------------------------+
| UK or United Kingdom | the United Kingdom of Great Britain |
| | and Northern Ireland (and its |
| | dependent territories) |
| | |
+------------------------------------+--------------------------------------+
| US or United States | the United States of America, its |
| | territories and possessions, any |
| | State of the United States of |
| | America and the District of Columbia |
| | and all other areas subject to its |
| | jurisdiction |
| | |
+------------------------------------+--------------------------------------+
| US Dollar or US$ | United States Dollar (and references |
| | to "cent" shall be construed |
| | accordingly) |
| | |
+------------------------------------+--------------------------------------+
| Voting Record Time | 6:00 p.m. on the day which is two |
| | days before the date of the Court |
| | Meeting or the General Meeting or, |
| | if the Court Meeting or the General |
| | Meeting is adjourned, 6:00 p.m. on |
| | the day which is two days before the |
| | date fixed for the adjourned meeting |
| | |
+------------------------------------+--------------------------------------+
All references to time in this document are to London time.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFGRBDGSSDGGCX
Research Now (LSE:RNOW)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Research Now (LSE:RNOW)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024
