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] This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Intec Telecom Systems Plc via Thomson Reuters ONE
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