Posting of Scheme Document

    RNS Number : 6338B
  NetStore PLC
  19 August 2008
   

    Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so.

    FOR IMMEDIATE RELEASE

    19 August 2008

    RECOMMENDED CASH ACQUISITION

    OF

    NETSTORE PLC

    BY

    2E2 LIMITED

    Posting of Scheme Document

    On 12 August 2008, the boards of directors of 2e2 and Netstore announced that they had reached agreement on the terms of a recommended
cash acquisition by 2e2 of the entire issued and to be issued share capital of Netstore to be effected by way of a Court-sanctioned scheme
of arrangement under section 899 of the Companies Act 2006 (involving a reduction of capital under the Companies Act 1985).

    The Netstore Board is pleased to announce that the Scheme Document which sets out, amongst other things, the full terms and conditions
of the Scheme and an explanatory statement, together with the action to be taken by Netstore Shareholders, was posted to Netstore
Shareholders today, Tuesday 19 August 2008.

    Notices convening the Court Meeting and the General Meeting of Netstore Shareholders to approve certain matters in relation to the
implementation of the Scheme, to be held at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL on 11 September 2008 at 10.30
a.m. and 10.45 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned) respectively, are contained in the Scheme
Document. The Scheme Document also contains an expected timetable of principal events relating to the Scheme which is also set out below. In
accordance with such timetable, subject to the satisfaction or waiver of the conditions to the Scheme, it is currently expected that the
Scheme will become effective and trading in Netstore Shares on AIM will be cancelled at 8 a.m. on 3 October 2008.

    Expected timetable of principle events:

 Latest time for receipt of            10.30 a.m. on 9 September 2008
 blue Form of Proxy for the
 Court Meeting (see note 1
 below)
 Latest time for receipt of            10.45 a.m. on 9 September 2008
 white Form of Proxy for the
 General Meeting
 Voting Record Time                      6.00 p.m. on 9 September 2008
 Court Meeting                       10.30 a.m. on 11 September 2008
 General Meeting                     10.45 a.m. on 11 September 2008

 The following times and dates are indicative only and will depend, among
 other things, on the date upon which the Court sanctions the Scheme and
 confirms the associated Reduction of Capital, whether the Conditions are
 satisfied or waived and the dates on which the Court Orders are delivered
 to the Registrar of Companies.

 Last day of dealings in, and for registration of        30 September 2008
 transfers of, and disablement in CREST of, Netstore
 Shares
 Scheme Court Hearing date                             30 September 2008
 Dealings in Netstore Shares suspended                 8.00 a.m. 1 October
                                                       2008
 Reduction Record Time                                 6.00 p.m. 1 October
                                                       2008
 Reduction Court Hearing date                          2 October 2008
 Scheme Record Time                                    6.00 p.m. 2 October
                                                       2008
 Effective Date of the Scheme                          3 October 2008
 Cancellation of admission to trading on AIM of        8.00 a.m. 3 October
 Netstore Shares                                       2008
 Latest date for payment of the Consideration          14 days after the
                                                       Effective Date

    If any of the expected dates change, Netstore will give notice of the change by issuing an announcement through a Regulatory Information
Service.

    Note 1: If not returned by this time, the blue Form of Proxy for the Court Meeting may be handed to Capita Registrars, on behalf of the
Chairman, at the Court Meeting before the taking of the poll.

    The Scheme Document will be available for inspection during normal business hours on any weekday (public holidays excepted) at the
offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL until the date on which the Scheme becomes effective in accordance with its
terms.

    Unless the context otherwise requires, terms defined in the announcement dated 12 August 2008 in relation to the Acquisition have the
same meaning in this announcement.

    This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition
will be made solely through the Scheme Document, which will contain the full details, terms and conditions of the Acquisition, including
details of how to vote in respect of the Scheme. Any response to the Acquisition should be made only on the basis of the information in the
Scheme Document and the forms of proxy.

    Dresdner Kleinwort Limited, which is authorised and regulated by the FSA, is acting for 2e2 and for no one else in connection with the
contents of this announcement and will not be responsible to anyone other than 2e2 for affording the protections afforded to clients of
Dresdner Kleinwort Limited or for providing advice in relation to the contents of this announcement or any matters referred to herein.

    Cenkos Securities plc, which is authorised and regulated by the FSA, is acting exclusively for Netstore and for no one else in
connection with the contents of this announcement and will not be responsible to anyone other than Netstore for affording the protections
afforded to clients of Cenkos Securities plc or for providing advice in relation to the contents of this announcement or any matters
referred to herein.

    Enquiries:

 2e2
 Terry Burt                                        +44 (0) 1635 568000
 Nick Grossman

 Dresdner Kleinwort (financial adviser to 2e2)
 Simon Russell                                     +44 (0) 20 7623 8000
 Ben Bailey

 Netstore
 Graham Kingsmill                                  +44 (0) 870 300 6600
 Paul Barry-Walsh  

 Cenkos (financial adviser to Netstore)
 Ian Soanes                                        +44 (0) 20 7397 8900

 Buchanan Communications (PR adviser to Netstore)
 Charles Ryland                                    +44 (0) 20 7466 5000
 Jeremy Garcia

    Dealing Disclosure Requirements

    Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Netstore, all "dealings" in any "relevant securities" of Netstore (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 p.m.
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or if made by an offer until the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn, or in any case 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 Netstore, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Netstore by 2e2 or Netstore, or by any of their
respective "associates", must be disclosed by no later than 12 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 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.


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