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Tuesday 28 July, 2009

Niche Group (The)

Re Agreement

RNS Number : 3627W
Niche Group (The) PLC
28 July 2009
 



The Niche Group Plc ('Niche' or 'the Company')

 Call Option granted by Niche in favour of Circle Opportunities Plc ('Circle') to acquire certain investments held by Niche 


Niche is pleased to announce that it entered into a call option agreement with Circle yesterday pursuant to which Circle has the option (the 'Option') to acquire certain investments held by Niche ('Option Agreement').


The exercise of the Option by Circle pursuant to the Option Agreement is subject to the completion by Niche of a reverse takeover in accordance with the AIM Rules for Companies (the 'Condition').


In consideration for the payment of £1 by Circle to Niche, Niche has irrevocably granted Circle the option to purchase certain investments (a summary of which is set out at the end of this announcement) in consideration of the payment of an aggregate amount calculated as follows: 

 

   (a)   in respect of quoted shares, the amount that is 15% above the mid-market price of such shares at the date 
          of 
the satisfaction of the Condition; and

   (b)  in respect of unquoted shares, the amount of the written down value of such shares in the accounting records of 
         Niche at the date of 
the satisfaction of the Condition,


(the 'Consideration Amount'). 


The Consideration Amount is to be paid and satisfied by the issue and allotment to Niche of such number of ordinary shares in the capital of Circle as results from the division of the Consideration Amount by 2 pence.


Subject to the satisfaction of the Condition, the Option may be exercised by Circle at any time by giving Niche notice in writing during the period commencing on the date of the Option Agreement and ending at midnight on 31 October 2009, unless extended by way of written consent by Niche (the 'Exercise Period'). 


If the Option has not been exercised prior to the expiry of the Exercise Period, the Option shall lapse and shall no longer be capable of exercise by Circle.


As at today's date the Option Agreement would constitute a disposal resulting in a fundamental change of business under rule 15 of the AIM Rules for Companies and would be subject to the consent of the Company's shareholders at a general meeting. However, given the conditionality to which the exercise of the Option is subjectshareholders will only be asked to give their consent to the Option Agreement at such time as approval is sought for a reverse takeover. In the event that a reverse takeover is not completed by midnight on 31 October 2009 (or such later date as agreed to by Niche), the Option will lapse.


The investments subject to the Option Agreement are as follows:

Name of Company

Evidence of title

Market

No. of 

Shares

Type of 

security






Madwaves

Share Certificate

Unquoted

21,000

ord shares






INB Holdings

Share Certificate

Unquoted

133,300

ord shares






Complete Leisure

Share Certificate

Unquoted

50,000

ord shares






OCZ Technology

CREST

Unquoted

36,794

ord shares






Global Tote

Share Certificate

Unquoted

10,000

A ord shares






YCO Deuxmil 

CREST

AIM

88,051

ord shares






Premier Mgt. Hdgs.

Share Certificate

AIM

3,000,000

ord shares






WebApp Technology

LnStk Certificate

Unquoted

£20,000

CULS



Contact:


The Niche Group Plc                Rakesh Patel                             020 8371 3071
Daniel Stewart                          Oliver Rigby                              020 7776 6550

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