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 subject, shareholders 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
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