Posting of Scheme Circular
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
12 October 2010
Recommended proposal for the acquisition of Intec Telecom Systems plc ("Intec")
to be implemented by means of a scheme of arrangement
Posting of Scheme Circular
On 24 September 2010, the boards of directors of CSG Systems International, Inc.
("CSG") and Intec announced that they had reached agreement on the terms of a
recommended cash offer, to be made by a wholly-owned subsidiary undertaking of
CSG, for the entire issued and to be issued share capital of Intec. Under the
terms of the Acquisition, Scheme Shareholders will receive 72.0 pence in cash
for each Intec Share. It is intended that the Acquisition will be implemented by
way of a court-sanctioned Scheme of Arrangement under Part 26 of the Companies
Act 2006. The Acquisition values Intec's entire issued and to be issued share
capital at approximately £236.7 million.
Further to the above announcement, the directors of Intec are pleased to
announce that the circular (the "Scheme Circular") relating to the Acquisition
is today being posted to Intec Shareholders and persons with information rights.
The Scheme Circular is also being made available, for information only, to
participants in the Intec Share Incentive Schemes.
The Scheme Circular contains, among other things, further information regarding
the Acquisition and the Scheme, the procedures to be followed in connection with
the implementation of the Scheme and details of the actions to be taken by Intec
Shareholders. It includes a period end trading update, which notes that Intec's
overall performance for the financial year to 30 September 2010 is anticipated
to be within the range of the Board's expectations and that the outlook for the
2011 financial year remains in line with that stated in the interim management
statement dated 19 August 2010.
The Scheme Circular also contains notices of the Court Meeting and General
Meeting of Intec Shareholders that are being convened in connection with the
Scheme and which will be held on Wednesday 3 November 2010, together with the
unanimous recommendation of Intec's directors that Intec Shareholders vote in
favour of the resolutions to be proposed at these meetings.
The Scheme Circular will shortly be submitted to the National Storage Mechanism.
The Scheme Circular will also be available for inspection at the offices of
Travers Smith LLP, 10 Snow Hill, London EC1A 2AL and will be published on
Intec's website atwww.intecbilling.com/csgacquisition.aspx.
Appendix I of this announcement contains details of the proposed Scheme
timetable.
Enquiries:
Intec +44 (0)1483 745800
Andrew Taylor, CEO
Robin Taylor, CFO
Financial Dynamics +44 (0) 20 7831 3113
Charlie Palmer / Juliet Clarke / Haya Herbert Burns
RBS Hoare Govett (financial adviser to Intec) + 44 (0) 20 7678 8000
London:
Simon Hardy
Alex Garton
Graham Hertrich
Appendix I
+----------------------------------------+-------------------------------------+
|Stage |Indicative Date |
+----------------------------------------+-------------------------------------+
|Court Meeting |11.00am on 3 November 2010 |
+----------------------------------------+-------------------------------------+
|General Meeting |11.30am on 3 November 2010 |
+----------------------------------------+-------------------------------------+
|First Court Hearing (to sanction the |25 November 2010* |
|Scheme) | |
+----------------------------------------+-------------------------------------+
|Second Court Hearing (to confirm the |29 November 2010* |
|Capital Reduction) | |
+----------------------------------------+-------------------------------------+
|Effective Date of the Scheme |30 November 2010* |
+----------------------------------------+-------------------------------------+
|Cancellation of listing of Intec Shares |30 November 2010* |
+----------------------------------------+-------------------------------------+
|Latest date for despatch of cheques and |Within 14 days after the Effective |
|settlement through CREST |Date |
+----------------------------------------+-------------------------------------+
* these dates are indicative only and will depend, amongst other things, on the
date upon which the Conditions are either satisfied or (if capable of waiver)
waived and the dates upon which the Court sanctions the Scheme and confirms the
Capital Reduction and the dates on which the Court Order and the Statement of
Capital sanctioning the Scheme and confirming the Capital Reduction are
delivered to the Registrar of Companies.
Capitalised terms used in this Announcement, unless otherwise defined, have the
meanings given to them in the Scheme Circular.
RBS Hoare Govett, 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, the Scheme and other matters or arrangements referred to in this
Announcement and will not be responsible to anyone other than Intec for
providing the protections afforded to clients of RBS Hoare Govett nor for giving
advice in relation to the Acquisition, the Scheme or any other matters or
arrangements 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 the offeree company 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 Intec and by any offeror and
"Dealing Disclosures" must also be made by Intec, 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
atwww.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 City Code, which can also be found
on the Panel's website.
[HUG#1451020]
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originality of the information contained therein.
Source: Intec Telecom Systems Plc via Thomson Reuters ONE