Notice of EGM
Netcall PLC
17 August 2007
NETCALL PLC
('Netcall' or 'the Company')
Notice of EGM
The Directors of Netcall plc (NET), a leading provider of callback,
auto-messaging and contact solutions, announce that the Company is today posting
a circular to shareholders containing notice of an Extraordinary General Meeting
(EGM) at which a resolution will be proposed to give the Company authority to
undertake market purchases of its own shares.
The Company's recent cancellation of its share premium account was approved by
the High Court on 20 June 2007 and became effective upon registration with
Companies House on 28 June 2007. The effect of this cancellation has been to
eliminate the accumulated losses of the Company and create distributable
reserves for the first time.
Under its articles of association and Section 163 of the Companies Act 1985, the
Company has the power to purchase its own shares. The resolution to be proposed
at the EGM will enable the Company, subject to certain limitations, to purchase
shares in the market for cancellation. This authority would last for the period
until conclusion of the Company's Annual General Meeting in 2008. Such authority
would allow for purchases to be made on the terms set out in the Resolution of
up to a maximum number of 6,605,000 ordinary shares (representing approximately
10% of the present issued ordinary share capital). A purchase of the proposed
maximum of 6,605,000 ordinary shares at the share price of 26.5p (the closing
market price on 15 August 2007) would involve the Company in the expenditure of
approximately £1.75 million before stamp duty and commissions, and at the
proposed minimum permitted price of 5.0p would involve the expenditure, on the
same basis, of £0.33 million.
As at 17 August 2007 there were outstanding options to subscribe for a total of
6,440,000 ordinary shares in the Company, representing approximately 9.75% of
the Company's issued share capital at that time. If the Company was to exercise
in full the proposed authority to purchase its own shares and prior to such
purchase the Company's issued share capital remained unchanged, the shares for
which there are outstanding options to subscribe would represent approximately
10.83% of the Company's issued ordinary share capital, as reduced by those
purchases.
The Directors intend to use the share purchase authority with discretion and
purchases would only be made from funds not required for other purposes and in
the light of market conditions prevailing at the time. In reaching a decision to
purchase any shares, your Directors would take account of the Company's cash
resources and capital, the effect of such purchase on the Company's business,
and any impact on earnings per share or on net tangible assets per share. No
announcement will be made by the Company in advance of market purchases, but any
purchases made by the Company would be announced by 8.30 am on the business day
next following the transaction.
In being granted this authority, the Board is not indicating any commitment to
purchase ordinary shares. The authority, if conferred, will only be exercised if
to do so would be in the best interest of shareholders generally.
Recommendation
Your Board considers the proposed resolution to be in the best interests of the
Company and its shareholders as a whole. Accordingly, your Directors unanimously
recommend that you vote in favour of the resolution, as they intend to do in
respect of their own holdings.
Notice of Extraordinary General Meeting
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of Netcall plc (the
'Company') will be held at the Company's offices at 10 Harding Way, St Ives
Cambridgeshire PE27 3WR on Tuesday 11 September 2007 at 12 noon for the purpose
of considering and, if thought fit, passing the following resolution, which will
be proposed as a special resolution:
'THAT:
1. The Company be and is hereby generally and unconditionally authorised,
pursuant to Section 166 of the Companies Act 1985 (the 'Act') to make market
purchases (as defined in Section 163 of the Act) of its own ordinary shares of 5
pence each ('ordinary shares') on such terms and in such manner as the directors
of the Company shall determine;
The general authority conferred by this resolution shall:
1.1 Be limited to a maximum number of 6,605,000 ordinary shares
(representing approximately 10% of the issued share capital of the Company as at
the date of this notice);
1.2 Not permit payment of a price per ordinary share, exclusive of
expenses of less than 5 pence or more than 105% of the average price at which
business was done in the ordinary shares of the Company in the five business
days preceding the purchase;
1.3 Expire at the conclusion of the Annual General Meeting of the
Company to be held in 2008 save that the Company may before the expiry of the
power hereby conferred contract to purchase its own ordinary shares which
contract requires or might require the purchase of such ordinary shares wholly
or partly after such expiry.'
For further enquiries, please contact:
Netcall plc (www.netcall.com) Tel. +44(0)1480 495 300
Ron Elder, Chairman
Henrik Bang, Chief Executive
ICIS Tel. +44 (0)20 7651 8688
Tom Moriarty +44 7769 937 626
Caroline Evans-Jones
Evolution Group Services Ltd Tel. +44 (0)20 7071 4300
Simon Leathers
About Netcall
Netcall is a U.K. company listed on the Alternative Investment Market (AIM) of
the London Stock Exchange. Based near Cambridge, Netcall develops and supplies
innovative communication solutions to organisations of all sizes, including many
blue-chip companies with global contact centre operations. As the leading
specialist in callback, auto-messaging and contact solutions, Netcall helps
organisations globally to increase profits and productivity while improving
customer satisfaction and employee morale.
Solutions are deployed either onsite or as hosted managed services using
Netcall's Intelligent Communications Platform (ICP). The company has more than a
decade's experience owning and running a high-availability service platform
co-located with international carriers. Netcall's customer list includes BT,
BUPA, First Direct, Halifax, London Borough of Islington, Lloyds TSB, npower,
Prudential, RBS (The Royal Bank of Scotland Group), United Utilities and Vertex.
Please visit www.netcall.com for more information.
This information is provided by RNS
The company news service from the London Stock Exchange