Result of court and general meeting


 
TIDMITL 
 
Not for release, publication or distribution, in whole or in part, in or into 
any jurisdiction where to do so would constitute a violation of the relevant 
laws of that jurisdiction 
 
3 November 2010 
 
                           Intec Telecom Systems plc 
 
                  Results of Court Meeting and General Meeting 
 
  Recommended cash acquisition of Intec Telecom Systems plc by CSG Systems UK 
                                  Limited (the 
                                 "Acquisition") 
 
The board of Intec Telecom Systems plc ("Intec") is pleased to announce that, at 
the Court Meeting and General Meeting of eligible Intec Shareholders held 
earlier today, Intec Shareholders voted to approve, by the necessary majorities, 
the scheme of arrangement under Part 26 of Companies Act 2006 and other 
associated matters to implement the Acquisition. Details of the resolutions 
passed are set out in the notices of the meetings contained in the scheme 
document posted to Intec Shareholders on 12 October 2010 (the "Scheme 
Document"). 
 
Voting results of Court Meeting 
 
The vote was conducted by way of a poll and the results were as follows:- 
 
+--------------------------------------+--------------------+------------------+ 
|                                      |        FOR         |     AGAINST      | 
+--------------------------------------+--------------------+------------------+ 
|Number of eligible Shareholders       |    149 (89.22%)    |   18 (10.78%)    | 
|casting votes                         |                    |                  | 
+--------------------------------------+--------------------+------------------+ 
|Number of votes cast by the eligible  |215,534,473 (91.63%)|19,697,115 (8.37%)| 
|Shareholders                          |                    |                  | 
+--------------------------------------+--------------------+------------------+ 
 
 
Voting results of General Meeting 
 
The Special Resolution to approve certain steps to give effect to the Scheme was 
duly passed on a poll. The votes cast were as follows:- 
 
+----------------------+--------------------+-------------------+--------------+ 
|                      |        FOR         |      AGAINST      |VOTES WITHHELD| 
+----------------------+--------------------+-------------------+--------------+ 
|To approve and give   |217,007,164 (91.68%)| 19,680,994 (8.32%)|  5,642,494   | 
|effect to the Scheme  |                    |                   |              | 
+----------------------+--------------------+-------------------+--------------+ 
 
In relation to the General Meeting: 
 
1.         the issued share capital at the date of the meeting was 314,970,822 
ordinary shares with voting rights; 
 
2.         votes were tendered in respect of 236,688,158 ordinary shares 
respectively being 75.15% of the issued share capital; 
 
3.         any proxy appointments which gave discretion to the Chairman have 
been included in the shares 'FOR' total; and 
 
4.         a 'vote withheld' is not a vote in law and is not counted in the 
calculations of the proportion of the shares 'FOR' or 'AGAINST' the resolution. 
 
The implementation of the Acquisition remains conditional on the satisfaction or 
waiver of the remaining Conditions set out in the Scheme Document, including the 
sanction of the Scheme and the confirmation of the Capital Reduction by the 
Court. It is anticipated that the Court hearing to sanction the Scheme will take 
place on 25 November 2010 and the Court hearing to confirm the Capital Reduction 
will take place on 29 November 2010, with the Scheme becoming effective on 30 
November 2010 and cheques being despatched or settlement through CREST being 
within 14 days of the Scheme becoming effective. Condition 3(a) of the Scheme 
was satisfied on 29 October 2010, as the Acquisition benefited from early 
termination of the waiting period under the Hart-Scott Rodino Antitrust 
Improvements Act of 1976 in the United States. 
 
Terms used in this Announcement shall (unless the context otherwise requires) 
have the same meanings as set out in the Scheme Document. 
 
In accordance with Rule 9.6 of the Listing Rules, copies of the resolutions have 
been submitted to the National Storage Mechanism and will shortly be available 
for inspection at: 
www.Hemscott.com/nsm.do 
 
A copy of this announcement will be made available on Intec's website at 
www.intecbilling.com/csgacquisition.aspx as soon as practicable. 
 
Enquiries 
 
Intec 
+44(0)1483 745800 
Andrew Taylor, Chief Executive Officer 
Robin Taylor, Chief Financial Officer 
 
RBS Hoare Govett 
+44(0)20 7678 8000 
Simon Hardy 
Alex Garton 
Graham Hertrich 
 
Financial Dynamics 
+44(0)20 7831 3113 
Juliet Clarke 
Haya Herbert Burns 
 
The directors of Intec accept responsibility for the information contained in 
this Announcement. To the best of the knowledge and belief of the directors of 
Intec (who have taken all reasonable care to ensure that such is the case) the 
information contained in this announcement is in accordance with the facts. 
 
RBS Hoare Govett Limited, 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 and will not be responsible to anyone other than Intec for 
providing the protections afforded to clients of RBS Hoare Govett Limited nor 
for giving advice in relation to the Acquisition or any matter or arrangement 
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 Intec 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 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 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 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. 
 
Terms in quotation marks are defined in the Takeover Code, which can also be 
found on the Panel's website. 
 
 
 
[HUG#1458535] 
 
 
 
 
 
 
 
 
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
Intec Telecom Systems (LSE:ITL)
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