Last checked at 8 Jul 2010 14:45
8 July 2010
NETCALL PLC
("Netcall")
Result of General Meeting
Netcall plc (AIM:NET), a leading provider of callback, auto-messaging contact and workforce management solutions, is pleased to announce that all resolutions set out in the admission document dated 14 June 2010 relating to the recommended acquisition of the entire ordinary share capital of Telephonetics and the placing of 22,368,420 Placing Shares were duly passed at the Netcall General Meeting which was held at 2.00pm today.
The Scheme was approved by the required majority of the Scheme Shareholders at the Telephonetics Court Meeting held at 11.00 am today. At the subsequent Telephonetics General Meeting at 11.15 am today, the Telephonetics Shareholders also passed the special resolution to implement the Scheme.
Completion of the Scheme remains subject to the sanction of the Scheme (and the confirmation of the Capital Reduction by the Court), (in either case with or without modification, any such modification being agreed by Netcall and Telephonetics) and office copies of the Court Orders and the Statement of Capital attached to the Second Court Order being delivered to the Registrar of Companies and the registration of the Second Court Order by the Registrar of Companies. The Court Hearings to sanction the Scheme and confirm the Capital Reduction are expected to take place on 23 July 2010 and 28 July 2010 respectively. The Scheme is anticipated to become effective on 29 July 2010, and that the admission to trading of and dealings in the New Netcall Shares shall commence at 8.00 am on 30 July 2010.
The Placing remains conditional upon the grant of the First Court Order, with the admission to trading and dealings in the Placing Shares expected to commence by 8.00 a.m. on 27 July 2010.
Capitalised terms used in this announcement shall have the same meaning as ascribed in the announcement dated 1 June 2010 unless the context otherwise requires.
In accordance with Rule 19.11 of the City Code, a copy of this announcement will be published on Netcall's website on www.netcall.com.
For further enquiries, please contact:
| Netcall plc | Tel. +44 (0) 1480 495300 |
| Henrik Bang, CEO Michael Jackson, Chairman |
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| Evolution Securities Limited | Tel. +44 (0) 20 7071 4300 |
| Barry Saint/ Esther Lee - Nominated Adviser |
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| Tim Redfern - Broker |
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| Threadneedle Communications | Tel. +44 (0) 20 7653 9850 |
| Tom Moriarty / Caroline Evans-Jones/ Hilary Millar |
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About Netcall
Netcall is a U.K. company listed on the AIM market of the London Stock Exchange. Based near Cambridge, Netcall develops and supplies innovative communication and workforce management solutions to organisations of all sizes, including many blue-chip companies with global contact centre operations. As a leading specialist in callback, auto-messaging, contact solutions and work force management, Netcall helps organisations globally to increase profits and productivity while improving customer satisfaction and employee morale.
Solutions are deployed either onsite or as hosted managed services using Netcall's Intelligent Communications Platform (ICP). The company has more than a decade's experience owning and running a high-availability service platform co-located with international carriers. Netcall's customer list includes, Birmingham City Council, BT, BUPA, Cable & Wireless, Chelsea Building Society, DHL, First Direct, Halifax, Interflora, Lloyds TSB, McAfee, npower, Oracle, Prudential and RBS (The Royal Bank of Scotland Group) and Standard Life.
Please visit www.netcall.com for more information.
Rule 8 Notice
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Under Rule 8.1 of the City Code, a Dealing Disclosure is required after the person concerned deals in relevant securities of any party to the offer. If a party to the offer or any person acting in concert with it deals in relevant securities of any party to the offer, it must make a Dealing Disclosure by no later than 12.00 noon (London time) on the business day following the date of the relevant dealing.
Details of the offeree and offeror companies in respect of whose relevant securities and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.