Result of Meeting
July 09 2010 - 2:00AM
UK Regulatory
TIDMTPH
RNS Number : 0921P
Telephonetics PLC
09 July 2010
Telephonetics plc ("Telephonetics" or the "Company")
9 July 2010
Result of Court and General Meetings
Further to the announcement made yesterday stating that, at both the court
convened shareholders' meeting to approve the proposed scheme of arrangement and
the general meeting held earlier today, all resolutions put to shareholders were
duly passed, the Company confirms that:
At the Court Meeting held on 8 July 2010 the resolution was passed by the
requisite majority (being a majority in number of those shareholders present and
voting (in person or by proxy) at the meeting and representing not less than 75%
of the nominal value of the ordinary shares voted at the meeting) as follows:
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| | In favour | Against |
+--------+--------------------------------------+-----------------------------------+
| | No | % | Votes | % | No | % | Votes | % |
| | of | | | | of | | | |
| |holders | | | |holders | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| By | 40 | 87% |77,023,766 |98.1% | 3 |6.5% |1,255,200 |1.6% |
| Proxy | | | | | | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| In | 3 | 6.5% | 204,936 |0.26% | 0 | 0% | 0 | 0% |
| Person | | | | | | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| Totals | 43 |93.5% |77,228,702 |98.4% | 3 |6.5% |1,255,200 |1.6% |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
The ordinary shares voted at the Court Meeting represent 70.5% of the total
number of ordinary shares in issue.
At the General Meeting held on 8 July 2010 the special resolution was passed by
the requisite majority (being a majority representing not less than 75% of the
nominal value of the ordinary shares voted at the meeting (in person or by
proxy):
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| | In favour | Against |
+--------+--------------------------------------+-----------------------------------+
| | No | % | Votes | % | No | % | Votes | % |
| | of | | | | of | | | |
| |holders | | | |holders | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| By | 39 |86.7% |78,174,323 |98.2% | 3 |6.7% |1,255,200 |1.6% |
| Proxy | | | | | | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| In | 3 | 6.7% | 204,936 | 0.3% | 0 | 0% | 0 | 0% |
| Person | | | | | | | | |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
| Totals | 42 |93.3% |78,379,259 |98.4% | 3 |6.7% |1,255,200 |1.6% |
+--------+---------+-------+------------+-------+---------+------+-----------+------+
Contacts:
Telephonetics
01442 242 242
James Ormondroyd, Finance Director
Brewin Dolphin
0845 213 4730
Neil Baldwin
Sean Wyndham-Quin
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Telephonetics or Netcall PLC ("Netcall"),
all "dealings" in any "relevant securities" of that company (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 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
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 Telephonetics or Netcall, they
will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Telephonetics or of Netcall by Netcall or Telephonetics, or by
any of their respective "associates", must be disclosed by no later than 12.00
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 Takeover 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
END
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