Netcall Regulatory News (NET)

17 Aug 2007 07:01

Netcall PLC17 August 2007 NETCALL PLC ('Netcall' or 'the Company') Notice of EGM The Directors of Netcall plc (NET), a leading provider of callback,auto-messaging and contact solutions, announce that the Company is today postinga circular to shareholders containing notice of an Extraordinary General Meeting(EGM) at which a resolution will be proposed to give the Company authority toundertake market purchases of its own shares. The Company's recent cancellation of its share premium account was approved bythe High Court on 20 June 2007 and became effective upon registration withCompanies House on 28 June 2007. The effect of this cancellation has been toeliminate the accumulated losses of the Company and create distributablereserves for the first time. Under its articles of association and Section 163 of the Companies Act 1985, theCompany has the power to purchase its own shares. The resolution to be proposedat the EGM will enable the Company, subject to certain limitations, to purchaseshares in the market for cancellation. This authority would last for the perioduntil conclusion of the Company's Annual General Meeting in 2008. Such authoritywould allow for purchases to be made on the terms set out in the Resolution ofup to a maximum number of 6,605,000 ordinary shares (representing approximately10% of the present issued ordinary share capital). A purchase of the proposedmaximum of 6,605,000 ordinary shares at the share price of 26.5p (the closingmarket price on 15 August 2007) would involve the Company in the expenditure ofapproximately £1.75 million before stamp duty and commissions, and at theproposed minimum permitted price of 5.0p would involve the expenditure, on thesame basis, of £0.33 million. As at 17 August 2007 there were outstanding options to subscribe for a total of6,440,000 ordinary shares in the Company, representing approximately 9.75% ofthe Company's issued share capital at that time. If the Company was to exercisein full the proposed authority to purchase its own shares and prior to suchpurchase the Company's issued share capital remained unchanged, the shares forwhich there are outstanding options to subscribe would represent approximately10.83% of the Company's issued ordinary share capital, as reduced by thosepurchases. The Directors intend to use the share purchase authority with discretion andpurchases would only be made from funds not required for other purposes and inthe light of market conditions prevailing at the time. In reaching a decision topurchase any shares, your Directors would take account of the Company's cashresources and capital, the effect of such purchase on the Company's business,and any impact on earnings per share or on net tangible assets per share. Noannouncement will be made by the Company in advance of market purchases, but anypurchases made by the Company would be announced by 8.30 am on the business daynext following the transaction. In being granted this authority, the Board is not indicating any commitment topurchase ordinary shares. The authority, if conferred, will only be exercised ifto do so would be in the best interest of shareholders generally. Recommendation Your Board considers the proposed resolution to be in the best interests of theCompany and its shareholders as a whole. Accordingly, your Directors unanimouslyrecommend that you vote in favour of the resolution, as they intend to do inrespect of their own holdings. Notice of Extraordinary General Meeting NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Netcall plc (the"Company") will be held at the Company's offices at 10 Harding Way, St IvesCambridgeshire PE27 3WR on Tuesday 11 September 2007 at 12 noon for the purposeof considering and, if thought fit, passing the following resolution, which willbe proposed as a special resolution: "THAT: 1. The Company be and is hereby generally and unconditionally authorised,pursuant to Section 166 of the Companies Act 1985 (the "Act") to make marketpurchases (as defined in Section 163 of the Act) of its own ordinary shares of 5pence each ("ordinary shares") on such terms and in such manner as the directorsof the Company shall determine;The general authority conferred by this resolution shall:1.1 Be limited to a maximum number of 6,605,000 ordinary shares(representing approximately 10% of the issued share capital of the Company as atthe date of this notice);1.2 Not permit payment of a price per ordinary share, exclusive ofexpenses of less than 5 pence or more than 105% of the average price at whichbusiness was done in the ordinary shares of the Company in the five businessdays preceding the purchase;1.3 Expire at the conclusion of the Annual General Meeting of theCompany to be held in 2008 save that the Company may before the expiry of thepower hereby conferred contract to purchase its own ordinary shares whichcontract requires or might require the purchase of such ordinary shares whollyor partly after such expiry."For further enquiries, please contact: Netcall plc (www.netcall.com) Tel. +44(0)1480 495 300Ron Elder, ChairmanHenrik Bang, Chief Executive ICIS Tel. +44 (0)20 7651 8688Tom Moriarty +44 7769 937 626Caroline Evans-Jones Evolution Group Services Ltd Tel. +44 (0)20 7071 4300Simon LeathersAbout Netcall Netcall is a U.K. company listed on the Alternative Investment Market (AIM) ofthe London Stock Exchange. Based near Cambridge, Netcall develops and suppliesinnovative communication solutions to organisations of all sizes, including manyblue-chip companies with global contact centre operations. As the leadingspecialist in callback, auto-messaging and contact solutions, Netcall helpsorganisations globally to increase profits and productivity while improvingcustomer satisfaction and employee morale.Solutions are deployed either onsite or as hosted managed services usingNetcall's Intelligent Communications Platform (ICP). The company has more than adecade's experience owning and running a high-availability service platformco-located with international carriers. Netcall's customer list includes BT,BUPA, First Direct, Halifax, London Borough of Islington, Lloyds TSB, npower,Prudential, RBS (The Royal Bank of Scotland Group), United Utilities and Vertex.Please visit www.netcall.com for more information. This information is provided by RNS The company news service from the London Stock Exchange