Re Media Speculation
October 27 2010 - 6:30AM
UK Regulatory
TIDMITL
Intec Telecom Systems plc ("Intec" or the "Company")
27 October 2010
On 12 October 2010, Intec published the Scheme Circular in connection with the
recommended cash offer by CSG Systems UK Limited for the entire issued and to be
issued share capital of Intec.
The Board of Intec notes recent media speculation that another party might be
interested in making an offer for Intec. The Board of Intec wishes to clarify
that it is not currently in any discussion with any other party which might lead
to a competing offer for the Company.
The General Meeting of Intec to approve the recommended acquisition of Intec for
72 pence in cash per Intec share by CSG Systems UK Limited will be held at
11.00am on 3 November 2010 and forms of proxy should be received by 11.00am on
1 November 2010.
Contacts
Intec Telecom Systems PLC www.intecbilling.com
Andrew Taylor, Chief Executive Officer +44 (0)1483 745 800
Robin Taylor, Finance Director
RBS Hoare Govett + 44 (0) 20 7678 8000
Simon Hardy
Alex Garton
Graham Hertrich
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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) 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 Code, any person who is, or becomes, interested in 1%
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 an offeree company 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 the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules
8.1, 8.2 and 8.4).
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 at
www.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.
[HUG#1455897]
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originality of the information contained therein.
Source: Intec Telecom Systems Plc via Thomson Reuters ONE
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