NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE" OR THE "CODE"). IT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE
25 June 2015
Netcall plc
("Netcall" or the "Company")
Possible Recommended Offer for Netcall
The boards of directors of Netcall and Eckoh plc ("Eckoh") announce that they are in advanced discussions regarding a possible acquisition by Eckoh of the entire issued and to be issued ordinary share capital of Netcall on a recommended basis to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Acquisition"). Subject to the final terms and conditions of any offer, it is anticipated that the consideration due to Netcall shareholders would be payable in a mixture of cash and Eckoh shares on the following basis:
1.25 Eckoh shares and 13 pence in cash for each Netcall share
This would imply a value of approximately 63.94 pence for each Netcall share based on the closing mid-market share price per Eckoh share of 40.75 pence on 24 June 2015.
Eckoh reserves the right to introduce other forms of consideration and/or vary the proposed mix of consideration in any offer.
It is the belief of the directors of Netcall and Eckoh that the Acquisition would represent a highly complementary fit for both businesses, offering strategic and financial synergies. Significant cost savings are anticipated to be available to the combined business from the elimination of duplicate board and public listing costs and the directors of Eckoh expect the acquisition to be earnings enhancing. This statement does not constitute a profit forecast nor should it be interpreted to mean that the future earnings per Ordinary Share of Eckoh will necessarily match or exceed historical earnings per Ordinary Share.
There can be no certainty that any offer will ultimately be made for Netcall.
The Boards of Eckoh and Netcall will issue a further statement when appropriate.
Netcall notes, in accordance with Rule 2.6(a) of the Code, that Eckoh will have until 5.00 p.m. on 23 July 2015, being 28 days after today's date (or such later time and/or date as may be agreed by Netcall and the Takeover Panel), to announce either a firm intention to make an offer for Netcall or that it does not intend to make an offer.
This announcement has been made with the agreement of Eckoh.
A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at http://investors.eckoh.com/ and http://www.netcall.com/investors by no later than 12 noon (London time) on the business day following the date of this announcement. A copy of this announcement will also be sent to Netcall shareholders. The contents of the websites referred to in this paragraph do not form part of this announcement.
Netcall |
Henrik Bang, Chief Executive Officer James Ormondroyd, Group Finance Director |
Tel: +44 (0)330 333 6100 |
finnCap (nominated adviser, corporate broker and financial adviser to Netcall) |
Stuart Andrews |
Tel: +44 (0)20 7220 0500 |
Eckoh |
Nik Philpot, Chief Executive Officer Adam Moloney, Group Finance Director www.eckoh.com |
Tel: +44 (0)1442 458 300 |
N+1 Singer (nominated adviser, corporate broker and financial adviser to Eckoh) |
Shaun Dobson Nic Hellyer Alex Wright |
Tel: +44 (0)20 7496 3000 |
Buchanan |
Sophie McNulty Gabriella Clinkard Stephanie Watson |
Tel: +44 (0)20 7466 5000 |
finnCap, which is authorised and regulated by the FCA, is acting exclusively for Netcall and no one else in connection with the proposed transaction referred to in this announcement and will not be responsible to anyone other than Netcall for providing the protections afforded to clients of finnCap, or for giving advice in connection with the proposed transaction or any matter referred to herein.
N+1 Singer, which is authorised and regulated by the FCA, is acting exclusively for Eckoh and no one else in connection with the proposed transaction referred to in this announcement and will not be responsible to anyone other than Eckoh for providing the protections afforded to clients of N+1 Singer, or for giving advice in connection with the proposed transaction or any matter referred to herein.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the Announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange 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 p.m. (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 securities exchange 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 Takeover 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 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Rule 2.10 disclosures
In accordance with Rule 2.10 of the Takeover Code, Eckoh confirms that as at close of business on 24 June 2015 (being the last Business Day prior to the date of this Announcement), it has in issue 223,081,281 ordinary shares of 0.25 pence each. The International Securities Identification Number (ISIN) of the Eckoh Shares is GB0033359141.
In accordance with Rule 2.10 of the Takeover Code, Netcall confirms that as at close of business on 24 June 2015 (being the last Business Day prior to the date of this Announcement), it has in issue 137,032,812 ordinary shares of 5 pence each (excluding treasury shares). The International Securities Identification Number (ISIN) of the Netcall Shares is GB0000060532.
