Result of court and general meeting
03 Noviembre 2010 - 6:33AM
UK Regulatory
TIDMITL
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of that jurisdiction
3 November 2010
Intec Telecom Systems plc
Results of Court Meeting and General Meeting
Recommended cash acquisition of Intec Telecom Systems plc by CSG Systems UK
Limited (the
"Acquisition")
The board of Intec Telecom Systems plc ("Intec") is pleased to announce that, at
the Court Meeting and General Meeting of eligible Intec Shareholders held
earlier today, Intec Shareholders voted to approve, by the necessary majorities,
the scheme of arrangement under Part 26 of Companies Act 2006 and other
associated matters to implement the Acquisition. Details of the resolutions
passed are set out in the notices of the meetings contained in the scheme
document posted to Intec Shareholders on 12 October 2010 (the "Scheme
Document").
Voting results of Court Meeting
The vote was conducted by way of a poll and the results were as follows:-
+--------------------------------------+--------------------+------------------+
| | FOR | AGAINST |
+--------------------------------------+--------------------+------------------+
|Number of eligible Shareholders | 149 (89.22%) | 18 (10.78%) |
|casting votes | | |
+--------------------------------------+--------------------+------------------+
|Number of votes cast by the eligible |215,534,473 (91.63%)|19,697,115 (8.37%)|
|Shareholders | | |
+--------------------------------------+--------------------+------------------+
Voting results of General Meeting
The Special Resolution to approve certain steps to give effect to the Scheme was
duly passed on a poll. The votes cast were as follows:-
+----------------------+--------------------+-------------------+--------------+
| | FOR | AGAINST |VOTES WITHHELD|
+----------------------+--------------------+-------------------+--------------+
|To approve and give |217,007,164 (91.68%)| 19,680,994 (8.32%)| 5,642,494 |
|effect to the Scheme | | | |
+----------------------+--------------------+-------------------+--------------+
In relation to the General Meeting:
1. the issued share capital at the date of the meeting was 314,970,822
ordinary shares with voting rights;
2. votes were tendered in respect of 236,688,158 ordinary shares
respectively being 75.15% of the issued share capital;
3. any proxy appointments which gave discretion to the Chairman have
been included in the shares 'FOR' total; and
4. a 'vote withheld' is not a vote in law and is not counted in the
calculations of the proportion of the shares 'FOR' or 'AGAINST' the resolution.
The implementation of the Acquisition remains conditional on the satisfaction or
waiver of the remaining Conditions set out in the Scheme Document, including the
sanction of the Scheme and the confirmation of the Capital Reduction by the
Court. It is anticipated that the Court hearing to sanction the Scheme will take
place on 25 November 2010 and the Court hearing to confirm the Capital Reduction
will take place on 29 November 2010, with the Scheme becoming effective on 30
November 2010 and cheques being despatched or settlement through CREST being
within 14 days of the Scheme becoming effective. Condition 3(a) of the Scheme
was satisfied on 29 October 2010, as the Acquisition benefited from early
termination of the waiting period under the Hart-Scott Rodino Antitrust
Improvements Act of 1976 in the United States.
Terms used in this Announcement shall (unless the context otherwise requires)
have the same meanings as set out in the Scheme Document.
In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have
been submitted to the National Storage Mechanism and will shortly be available
for inspection at:
www.Hemscott.com/nsm.do
A copy of this announcement will be made available on Intec's website at
www.intecbilling.com/csgacquisition.aspx as soon as practicable.
Enquiries
Intec
+44(0)1483 745800
Andrew Taylor, Chief Executive Officer
Robin Taylor, Chief Financial Officer
RBS Hoare Govett
+44(0)20 7678 8000
Simon Hardy
Alex Garton
Graham Hertrich
Financial Dynamics
+44(0)20 7831 3113
Juliet Clarke
Haya Herbert Burns
The directors of Intec accept responsibility for the information contained in
this Announcement. To the best of the knowledge and belief of the directors of
Intec (who have taken all reasonable care to ensure that such is the case) the
information contained in this announcement is in accordance with the facts.
RBS Hoare Govett Limited, which is authorised and regulated in the United
Kingdom by the FSA is acting exclusively for Intec and no one else in connection
with the Acquisition and will not be responsible to anyone other than Intec for
providing the protections afforded to clients of RBS Hoare Govett Limited nor
for giving advice in relation to the Acquisition or any matter or arrangement
referred to in this announcement.
The distribution of this Announcement in jurisdictions other than the United
Kingdom may be restricted by the laws of those jurisdictions and therefore
persons into whose possession this Announcement comes should inform themselves
about and observe any such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This Announcement does not constitute an offer or an invitation to
purchase or subscribe for any securities or a solicitation of an offer to buy
any securities pursuant to this Announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful. This Announcement has been
prepared in connection with proposals in relation to a scheme of arrangement
pursuant to and for the purpose of complying with the laws of England and Wales,
the City Code and the Rules of the London Stock Exchange and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of any jurisdiction outside England. Nothing in this
Announcement should be relied on for any other purpose.
Dealing Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company or of
any paper offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an "Opening Position Disclosure" following the commencement of the
offer period and, if later, following the announcement in which any paper
offeror is first identified.
An "Opening Position Disclosure" must contain details 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(s). An "Opening
Position Disclosure" by a person to whom Rule 8.3(a) of the City Code applies
must be made by no later than 3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a paper offeror prior to the
deadline for making an "Opening Position Disclosure" must instead make a
"Dealing Disclosure".
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in
one 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 Intec 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 Intec or a paper offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
"Opening Position Disclosures" must also be made by the offeree company and by
any offeror and "Dealing Disclosures" must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4 of the City Code).
Details of the offeree and offeror companies in respect of whose relevant
securities "Opening Position Disclosures" 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.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Panel's website.
[HUG#1458535]
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Intec Telecom Systems Plc via Thomson Reuters ONE
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