RNS Number : 9447E
NetStore PLC
02 October 2008
Not for release, publication or distribution in whole or in part in, into or from any
jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
2 October 2008
RECOMMENDED CASH ACQUISITION
OF
NETSTORE PLC
BY
2E2 LIMITED
Reduction of Capital confirmed by Court
On 12 August 2008, the Company announced agreement on the terms of a recommended
acquisition by 2e2 Limited ("2e2") of the entire issued
and to be issued share capital of Netstore plc ("Company" or "Netstore") to be effected by way
of a Court-sanctioned scheme of arrangement
under section 899 of the Companies Act 2006 (involving a reduction of capital under the
Companies Act 1985). The Scheme Document, containing
the terms and conditions of the Acquisition and further information on the Acquisition, was
posted to holders of Netstore Shares on 19
August 2008. Terms defined in this announcement have the same meanings as in the Scheme
Document unless the context requires otherwise.
On 11 September 2008, the Company announced that the resolution approving the Scheme was
passed by a majority in number of shareholders
present (in person or by proxy) representing 79.57 per cent. of the issued Scheme Shares. The
Company also announced on 11 September 2008
that certain other resolutions concerning the implementation of the Scheme were passed at the
Netstore General Meeting held on the same day.On 1 October 2008 the Company announced the Court had sanctioned the Scheme at the Scheme
Court Hearing on that same day.
Today, at the Reduction Court Hearing required to effect the Scheme, the Court confirmed
the Reduction of Capital and the Reduction
Court Order made at the Reduction Court Hearing will be delivered to the Registrar of
Companies in England and Wales on 3 October 2008.
As previously announced, upon registration of the Reduction Court Order by the Registrar
of Companies in England and Wales the Scheme
will become effective and the Company will be re-registered as a private limited company. The
trading on AIM of Netstore Shares will be
cancelled with effect from 8.00 a.m. on 3 October 2008.
Accordingly, the Scheme Effective Date will be 3 October 2008.
Enquiries:
2e2
Terry Burt +44 (0) 1635 568000
Nick Grossman
Dresdner Kleinwort (financial adviser to 2e2)
Simon Russell +44 (0) 20 7623 8000
Ben Bailey
Netstore
Graham Kingsmill +44 (0) 870 300 6600
Paul Barry-Walsh
Cenkos (financial adviser to Netstore)
Beth McKiernan +44 (0) 20 7397 8900
Buchanan Communications (PR adviser to Netstore)
Charles Ryland +44 (0) 20 7466 5000
Jeremy Garcia
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested"
(directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Netstore, all "dealings" in any "relevant
securities" of Netstore (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 p.m.(London time) on the London business day following the date of the relevant transaction. This
requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or if made by an offer
until the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn, or in any case 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 Netstore, they will be deemed to be a single person for the purpose of Rule 8.3
of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of
Netstore by 2e2 or Netstore, or by any of their
respective "associates", must be disclosed by no later than 12 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 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
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