23rd Jul 2010 12:03
Telephonetics plc ("Telephonetics" or the "Company")
23 July 2010
Announcement of Court sanction of Scheme of Arrangement
Further to the announcement on 9 July 2010 in relation to the results of the Court Meeting and General Meeting, Telephonetics is pleased to announce that the Court has today sanctioned the scheme of arrangement in connection with the recommended offer for the Company by Netcall plc (the "Scheme").
The Scheme remains conditional upon the Court confirming the Reduction of Capital at the Reduction Court Hearing which is scheduled for 28 July 2010 and the Reduction Court Order and Statement of Capital as approved by the Court being delivered to and registered by the Registrar of Companies.
Contacts:
Telephonetics 01442 242 242
James Ormondroyd, Finance Director
Brewin Dolphin 0845 213 4730
Neil Baldwin
Sean Wyndham-Quin
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Telephonetics or Netcall PLC ("Netcall"), all "dealings" in any "relevant securities" of that company (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 pm (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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 Telephonetics or Netcall, 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 Code, all "dealings" in "relevant securities" of Telephonetics or of Netcall by Netcall or Telephonetics, or by any of their respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London 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 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 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.
Related Shares:
Netcall