Form 8 (OPD) Netcall plc

RNS Number : 0173N

Netcall PLC

03 June 2010

 



3 June 2010

FOR IMMEDIATE RELEASE

FORM 8 (OPD) - Netcall PLC

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	NETCALL PLC ("NETCALL")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	NA
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	NETCALL
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	3 JUNE 2010
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES If YES, specify which: TELEPHONETICS PLC

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NA		NA
(2) Derivatives (other than options):	NA		NA
(3) Options and agreements to purchase/sell:	NA		NA
TOTAL:

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NA
Details, including nature of the rights concerned and relevant percentages:

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

·         Netcall has received irrevocable undertakings to vote (or to procure the voting) from the following Netcall shareholders in favour of the acquisition of Telephonetics plc at the general meeting of Netcall in respect of a total of 16,007,176 ordinary shares in Netcall ("Netcall Shares"), representing in aggregate approximately 24.93 per cent. of the existing issued share capital of Netcall: Name Number of Netcall Shares committed Percentage of entire existing issued share capital of Netcall Mr R Allsop             1,250,000                   1.95 Mr H Bang                930,000                   1.45 Mr M Jackson                800,000                   1.24 Gartmore UK & Irish Smaller Companies Fund                250,000                   0.39 Tartan Investment Partners, L.P.           12,777,176                 19.90 The irrevocable undertakings remain binding, even if a higher competing offer is announced by a third party, unless the scheme of arrangement lapses or is withdrawn ·         Netcall has also received a letter of intent from Bluehone Investor LLP confirming its intention to vote (or procure the voting) in favour of the acquisition of Telephonetics at the general meeting of Netcall in respect of a total of 5,915,242 Netcall Shares, representing in aggregate approximately 9.21 per cent. of the existing issued share capital of Netcall ·         Irrevocable undertakings to vote in favour of the resolutions to be proposed at the Court Meeting and the General Meeting of Telephonetics have been received by Netcall from the following persons in respect of the following interests in ordinary shares in Telephonetics ("Telephonetic Shares"): Name Number of Telephonetics Shares committed Percentage of entire existing issued share capital of Telephonetics Mr M Neville                150,000                   0.14 Mr A McKay3           19,630,994                 17.99 Mr M Brooks4           10,939,255                 10.02 Mr J Sandon-Allum5             5,415,686                   4.96 Mr W Burgar6           19,480,994                 17.85 Octopus AIM VCT7             4,100,000                   3.76 Octopus IHT AIM VCT7             1,523,432                   1.39 Octopus Second AIM VCT7             1,431,267                   1.31 Notes: 1.     These irrevocable undertakings remain binding, even if a higher competing offer is announced by a third party, unless the Scheme lapses or is withdrawn other than as specified below 2.     The irrevocable undertakings also cover options over Telephonetics Shares granted under the 2005 Share Option Scheme of Telephonetics and the options granted by Telephonetics to Brian Smith on 4 July 2006, Michael Neville on 7 July 2005 and James Ormondroyd on 7 July 2005 over 1,404,769, 654,514 and 611,110 Telephonetics Shares respectively.  Pursuant to such undertakings, M Neville, A McKay, M Brooks and W Burgar have irrevocably agreed to either (i) accept, when made, the proposals to option holders; or (ii) exercise in full the relevant options prior to the scheme record date. The number of Telephonetics Shares stated as being irrevocably committed excludes any Telephonetics Shares arising from the exercise of options over Telephonetics Shares 3      The number of Telephonetics Shares irrevocably committed does not include options over 657,895 Telephonetics Shares granted by Anthony McKay to Cineworld Cinemas Limited which expire on or around 7 May 2012 4      The number of Telephonetics Shares irrevocably committed does not include 1,970,588 Telephonetics Shares held under his pension fund 5      The number of Telephonetics Shares irrevocably committed does not include 917,647 Telephonetics Shares held under his pension funds 6      The number of Telephonetics Shares irrevocably committed does not include options over 657,895 Telephonetics Shares granted by William Burgar to Cineworld Cinemas Limited which expire on or around 7 May 2012 7      These irrevocable undertakings will lapse in the event that a "Higher Competing Offer" for Telephonetics is announced.  "Higher Competing Offer" means an offer which exceeds 10 per cent. or more of the consideration per Scheme Share payable under the Acquisition

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Director Number of Netcall Shares held Percentage of current issued share capital of Netcall Mr R Allsop 1,250,000 1.95 Mr H Bang 930,000 1.45 Mr M Jackson 800,000 1.24 Mr M Neville nil nil Mr J Ormondroyd nil nil Mr M Brooks nil nil Netcall Unapproved Scheme: Name Date of grant Exercise price per Netcall Share (p) Number of Netcall Shares under option Exercise period Henrik Bang 02.06.09 5p 3,370,000 Before 30.01.15 Roger Allsop 15.02.02 20p 100,000 15.02.04 - 15.02.12 Roger Allsop 27.01.03 10p 100,000 Before 27.01.13 Netcall 2000 EMI Scheme: Name Date of grant Exercise price per Netcall Share (p) Number of Netcall Shares under Option Exercise period Henrik Bang 23.02.04 25p 400,000 Before 23.02.14

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	3 June 2010
Contact name:	Henrik Bang
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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