RNOW Research Now

 

TIDMRNOW 
 
RNS Number : 4916C 
e-Rewards Bidco Limited 
13 November 2009 
 
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. 
 
 
 
 
FOR IMMEDIATE RELEASE 
 
 
13 November 2009 
 
 
 
 
e-Rewards, Inc. Recommended Cash Acquisition of Research Now PLC 
Offer Update 
 
 
 
 
Further to the announcement of 23 October 2009 by e-Rewards regarding the 
recommended cash acquisition of Research Now by e-Rewards (acting through its 
wholly-owned UK subsidiary, e-Rewards Bidco), e-Rewards makes the following 
disclosure in accordance with Rule 8.4 of the Takeover Code. 
 
 
On the 23 October 2009, e-Rewards disclosed that it had received letters of 
intent from certain institutional Research Now Shareholders to vote in favour of 
the resolutions at the Court Meeting and the Resolutions to be proposed at the 
General Meeting amounting to 6,549,871 Ordinary Shares, representing 
approximately 46.7 per cent. of the issued share capital of Research Now 
entitled to vote at the Court Meeting; approximately 34.5 per cent. of the 
issued share capital entitled to vote on the Special Resolution and 
approximately 46.8 per cent. of the issued share capital entitled to vote on the 
Ordinary Resolution. 
 
 
e-Rewards has been informed by Schroders Investment Management Limited 
("Schroders") that of its original beneficial holding of 2,395,937 Ordinary 
Shares the subject of the letter of intent it provided to e-Rewards Bidco, it 
has disposed of 1,920,386 Ordinary Shares in aggregate (as announced on the 5 
November 2009 and 9 November 2009 respectively). As such, the voting intentions 
indicated by Schroders in the letter of intent it provided now relate solely to 
the remaining 475,551 Ordinary Shares in respect of which it remains 
beneficially entitled. 
 
 
As a result, e-Rewards now holds letters 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 4,629,485 Ordinary Shares, representing 
approximately 33.0 per cent. of the issued share capital of Research Now 
entitled to vote at the Court Meeting; approximately 24.4 per cent. of the 
issued share capital entitled to vote on the Special Resolution and 
approximately 33.1 per cent. of the issued share capital entitled to vote on the 
Ordinary Resolution. 
 
 
In total, therefore, 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 and the Resolutions to be proposed at the General Meeting, 
representing approximately 43.9 per cent. (6,150,250 Scheme Shares) of the 
issued share capital of Research Now entitled to vote at the Court Meeting; 
approximately 58.5 per cent. (11,112,497 Ordinary Shares) of the issued share 
capital entitled to vote on the Special Resolution and approximately 43.7 per 
cent. (6,111,214 Ordinary Shares) of the issued share capital entitled to vote 
on the Ordinary Resolution. 
 
 
Terms defined in the Scheme Document dated 30 October 2009 have the same 
meanings as in this document. 
 
 
In accordance with Rule 19.11 of the Takeover Code, a copy of this announcement 
can be found at www.researchnow.co.uk. 
 
 
Enquiries: 
 
 
+-----------------------------------------------+------------------------+ 
| e-Rewards and e-Rewards Bidco                 | Tel:                   | 
| Bill Russo                                    | +1 214 365 5000        | 
+-----------------------------------------------+------------------------+ 
| Jefferies International Limited               | Tel: +44 (0) 207 029   | 
| (Financial Adviser to e-Rewards and e-Rewards | 8000                   | 
| Bidco)                                        |                        | 
| Julian Culhane                                |                        | 
| Sarah McNicholas                              |                        | 
|                                               |                        | 
+-----------------------------------------------+------------------------+ 
|                                               |                        | 
+-----------------------------------------------+------------------------+ 
Jefferies International Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for e-Rewards 
and e-Rewards Bidco and no one else in connection with the possible offer and 
accordingly will not be responsible to anyone other than e-Rewards and e-Rewards 
Bidco for providing the protections afforded to clients of Jefferies 
International Limited nor for providing advice in relation to the possible offer 
or any other matter referred to in this announcement. 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes 
"interested" (directly or indirectly) in 1% or more of any class of "relevant 
securities" of Research Now, all "dealings" in any "relevant securities" of 
those companies (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 London business day following the date 
of the relevant transaction. This requirement will continue until the date on 
which the offer becomes, or is declared, unconditional as to acceptances, lapses 
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two 
or more persons act together pursuant to an agreement or understanding, whether 
formal or informal, to acquire an "interest" in "relevant securities" of 
Research Now they will be deemed to be a single person for the purpose of Rule 
8.3. 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at www.takeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
If you are in any doubt as to the application of Rule 8 to you, please contact 
an independent financial advisor authorised under the Financial Services and 
Markets Act 2000, consult the Panel's website at www.thetakeoverpanel.org.uk or 
contact the Panel on telephone number +44 20 7638 0129; fax +44 20 7236 7013. 
 
 
END 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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