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Telephonetics PLC Court Sanction of Scheme of Arrangement

Fri 23rd July, 2010 12:03pm

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.


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declared, unconditional as to acceptances, lapses or is otherwise withdrawn or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

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

"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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