Court Sanction of Scheme of Arrangement


 

TIDMTPH TIDMNET 
 
RNS Number : 8347P 
Telephonetics PLC 
23 July 2010 
 

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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or 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. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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