RNS Number : 1218B
NetStore PLC
12 August 2008
Recommended cash acquisition
Netstore PLC
12 August 2008
Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
12 August 2008
RECOMMENDED CASH ACQUISITION
OF
NETSTORE PLC
BY
2E2 LIMITED
Summary
* The 2e2 Board and the Netstore Board are pleased to announce that they have reached agreement on the terms of the acquisition of
Netstore by 2e2.
* The Acquisition is unanimously recommended by the Netstore Directors.
* The terms of the Acquisition value each Netstore Share at 32.0 pence and the entire existing issued and to be issued share capital
of Netstore at approximately �58.1 million in aggregate.
* It is proposed that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement of Netstore.
* The price of 32.0 pence in cash for each Scheme Share represents a premium of 77.8 per cent. to the Closing Price of 18.0 pence per
Netstore Share on 18 February 2008, the Business Day prior to Netstore's announcement that it had received approaches from third parties
which may or may not lead to an offer being made for Netstore.
* 2e2 has received irrevocable undertakings and letters of intent to vote in favour of the Acquisition in respect of a total of
121,887,236 Netstore Shares in aggregate, representing 70.6 per cent. of the existing issued share capital of Netstore.
* 2e2 is a private limited company incorporated in England and Wales. Founded in 2002, the 2e2 Group provides innovative technology
services and solutions that create business advantage for its customers in the UK, Channel Islands, Belgium and The Netherlands and has
established itself as a highly respected provider of IT services.
* The Acquisition is being financed by way of a further subscription for Loan Notes and ordinary shares in 2e2 Holdings Limited by
the Duke Street Capital Funds and new bank debt to be advanced by the Banks.
Commenting on today's announcement:
Eric Priestley, Non-executive Chairman of the 2e2 Group said:
"We are delighted to announce this transaction which brings together two strong and established names in the IT services industry and
creates a platform for further growth for the enlarged group. We believe this creates an exceptional opportunity to engage more broadly with
our customers and create a compelling force in the UK market. We look forward to welcoming the employees and customers of Netstore into the
2e2 Group."
Paul Barry-Walsh, Executive Chairman of Netstore said:
"We are very pleased to be announcing this transaction today as I believe it represents a satisfactory conclusion of our strategic
review on behalf of shareholders, customers and staff. By bringing together 2e2 and Netstore we can secure greater market presence and
capitalise on our promising market position.
The acquisition by 2e2 will accelerate our growth in a way we could not achieve independently. It offers our shareholders an attractive
cash price and will enable our customers and employees to benefit from being part of a growing, dynamic, successful group."
Enquiries:
2e2
Terry Burt +44 (0) 1635 568000
Nick Grossman
Dresdner Kleinwort (financial adviser to 2e2)
Simon Russell +44 (0) 20 7623 8000
Ben Bailey
Netstore
Graham Kingsmill +44 (0) 870 300 6600
Paul Barry-Walsh
Cenkos (financial adviser to Netstore)
Ian Soanes +44 (0) 20 7397 8900
Buchanan Communications (PR adviser to Netstore)
Charles Ryland +44 (0) 20 7466 5000
Jeremy Garcia
Appendix I sets out the conditions to the implementation of the Scheme. The bases and sources of certain financial information
contained in this announcement are set out in Appendix II. Appendix III contains certain details relating to the irrevocable undertakings
and letters of intent received by 2e2 to vote in favour of the resolutions to be proposed at the Meetings and details of the interests of
2e2 concert parties in Netstore Shares. Certain terms used in this announcement are defined in Appendix IV to this announcement.
This summary should be read in conjunction with the full text of the attached announcement and the appendices. In particular, the
Scheme will be subject to the conditions set out in Appendix I and to the further terms set out in the Scheme Document.
This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition
will be made solely through the Scheme Document, which will contain the full details, terms and conditions of the Acquisition, including
details of how to vote in respect of the Scheme. Any response to the Acquisition should be made only on the basis of the information in the
Scheme Document and the forms of proxy.
Dresdner Kleinwort Limited, which is authorised and regulated by the FSA, is acting for 2e2 and for no one else in connection with the
contents of this announcement and will not be responsible to anyone other than 2e2 for affording the protections afforded to clients of
Dresdner Kleinwort Limited or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Cenkos Securities plc, which is authorised and regulated by the FSA, is acting exclusively for Netstore and for no one else in
connection with the contents of this announcement and will not be responsible to anyone other than Netstore for affording the protections
afforded to clients of Cenkos Securities plc or for providing advice in relation to the contents of this announcement or any matters
referred to herein.
Unless otherwise determined by 2e2 and permitted by applicable law and regulation, the Acquisition will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or instrumentally (including, without limitation, facsimile
transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of any
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of any documents
relating to the Acquisition must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole
or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward,
distribute or send them in, into or from any such jurisdiction.
The availability of the Acquisition to persons who are not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of the UK should
inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document. Any failure to comply with such applicable requirements may constitute a
violation of the securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any person.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction
before taking any action.
This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code, and the information
disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Forward-Looking Statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking
statements" concerning 2e2 and Netstore. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions
and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. 2e2 and Netstore
assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Netstore, all "dealings" in any "relevant securities" of Netstore (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 p.m.
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or if made by an offer until the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn, or in any case 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 Netstore, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Netstore by 2e2 or Netstore, or by any of their
respective "associates", must be disclosed by no later than 12 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 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.
Not for release, publication or distribution in whole or in part in, into or from any jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
12 August 2008
RECOMMENDED CASH ACQUISITION
OF
NETSTORE PLC
BY
2E2 LIMITED
1. Introduction
The 2e2 Board and Netstore Board are pleased to announce that they have reached agreement on the terms of a recommended acquisition by
2e2 of the entire issued and to be issued share capital of Netstore.
2. The Acquisition
It is intended that the Acquisition will be effected by way of a Court-sanctioned scheme of arrangement under section 899 of the
Companies Act 2006 (involving a reduction of capital under the Companies Act 1985). Under the terms of the Scheme, which will be subject to
the Conditions and other terms set out below and in Appendix I to this announcement and to the further terms to be set out in the Scheme
Document, Netstore Shareholders holding Scheme Shares will be entitled to receive 32 pence in cash for each Scheme Share.
The terms of the Acquisition value the existing issued and to be issued share capital of Netstore at approximately �58.1 million in
aggregate, representing a premium of approximately:
* 77.8 per cent. to the Closing Price of 18.0 pence per Netstore Share on 18 February 2008, the Business Day prior to Netstore's
announcement that it had received approaches from third parties which may or may not lead to an offer being made for Netstore;
* 32.0 per cent. to the Closing Price of 24.25 pence per Netstore Share on 11 August 2008, being the last Business Day prior to the
date of this announcement; and
* 32.1 per cent. to the average Closing Price of 24.2 pence per Netstore Share over the six-month period from 12 February 2008 to 11
August 2008 inclusive.
3. Recommendation
The Netstore Board, which has been so advised by Cenkos, considers the terms of the Acquisition to be fair and reasonable and recommends
the Acquisition to Netstore Shareholders. In providing advice to the Netstore Board, Cenkos has taken into account the commercial
assessments of the Netstore Board.
Accordingly, the Netstore Board will unanimously recommend that Netstore Shareholders vote in favour of the resolutions to be proposed
at the Meetings as they have irrevocably undertaken to do in respect of their entire beneficial shareholdings comprising, in aggregate
18,288,377 Netstore Shares, representing 10.6 per cent. of Netstore's existing issued share capital.
4. Irrevocable undertakings
Irrevocable undertakings and letters of intent to vote (or procure the vote) in favour of the resolutions to be proposed at the Meetings
(or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or procure acceptance of such offer) have been
received by 2e2 from the persons referred to below in respect of a total of 121,887,236 Netstore Shares, in aggregate representing
approximately 70.6 per cent. of the existing issued share capital of Netstore.
The Netstore Directors have entered into irrevocable undertakings with 2e2 pursuant to which they have irrevocably undertaken to vote
(or procure the vote) in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by
way of a takeover offer, to accept or procure acceptance of such offer) in respect of their entire beneficial shareholdings in the share
capital of Netstore, amounting in aggregate to 18,288,377 Netstore Shares, representing approximately 10.6 per cent. of the existing issued
share capital of Netstore.
2e2 has received irrevocable undertakings to vote (or use reasonable endeavours to procure the vote) in favour of the resolutions to be
proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept, or use reasonable
endeavours to procure acceptance, of such offer) from AXA Framlington Investment Management Limited in respect of 16,626,205 Netstore
Shares, and from Artemis Investment Management Limited in respect of 9,702,888 Netstore Shares representing approximately 9.6 per cent. and
5.6 per cent. of the existing issued share capital of Netstore, respectively. These irrevocable undertakings will cease to be binding if a
higher offer above a certain amount is made by a third party.
2e2 has also received irrevocable undertakings to vote (or to procure the vote) in favour of the resolutions to be proposed at the
Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept, or to procure acceptance, of such
offer) from BlackRock Investment Management (UK) Limited in respect of 16,397,727 Netstore Shares, Ian Daly and Beverley Daly in respect of
7,859,479 Netstore Shares, Elderstreet Capital Partners Nominees Limited respect of 5,136,532 Netstore Shares, and Marlborough Fund Managers
Ltd in respect of 4,575,000 Netstore Shares representing approximately 9.5 per cent., 4.6 per cent., 3.0 per cent., and 2.7 per cent. of the
existing issued share capital of Netstore, respectively. These irrevocable undertakings will cease to be binding if a higher offer above a
certain amount is made by a third party.
A letter of intent to procure the vote in favour of the resolutions to be proposed at the Meetings has been received from M&G Investment
Management Limited in respect of 25,875,533 Netstore Shares representing approximately 15.0 per cent. of the existing issued share capital
of Netstore.
Letters of intent to procure the vote in favour of the resolutions to be proposed at the Meetings (or, in the event that the Acquisition
is implemented by way of a takeover offer, to procure acceptance of such offer) have been received from Cazenove Capital Management Limited
in respect of 8,392,495 Netstore Shares, and F&C Asset Managers Limited in respect of 9,033,000 Netstore Shares representing approximately
4.9 per cent. and 5.2 per cent. of the existing issued share capital of Netstore, respectively.
Further details of these irrevocable undertakings and letters of intent are set out in Part A of Appendix III to this announcement.
5. Background to and reasons for the recommendation
In 2007, Netstore appointed a new executive management team who undertook a rigorous operational review which, under the "ONE Netstore"
platform, has made a significant impact on its operations, delivering both business synergies and cost savings whilst continuing to provide
an excellent service to Netstore's customers. The Netstore Board believes that Netstore offers customers an attractive portfolio of
services but considers that in order to move the business forward it needs considerably greater scale. On 19 February 2008, the Netstore
Board announced that it had received approaches from third parties which may or may not lead to an offer being made for Netstore and
commenced a review of strategic options, principally to determine whether the business should seek to grow aggressively or be sold to a
larger business. During this process the Netstore Board concluded that the timeframe in which a sale of the business could be achieved, as
opposed to a prolonged period of organic growth and acquisitions, provides Netstore Shareholders with greater certainty as to their investment.
The Netstore Board considers the proposal from 2e2 for the acquisition of Netstore to be the most attractive of the approaches it has
received. The Netstore Board considers that the terms of the Acquisition properly reflect the prospects of the business and offer Netstore
Shareholders better value than could be achieved in the absence of a sale.
6. Information relating to the 2e2 Group
The 2e2 Group was founded in 2002 and has established itself as a highly respected provider of IT services. The 2e2 Group provides
innovative technology services and solutions that create business advantage for its customers in the UK, Channel Islands, Belgium and The
Netherlands. Its portfolio of solutions is delivered through four business lines:
* Business Applications Solutions - includes implementation of enterprise resource planning, human resource management and customer
relationship management solutions and business transformation services;
* Technology Solutions - includes enterprise computing, workplace solutions, virtualisation, data availability, data protection and
storage;
* Unified Communications - includes secure infrastructure for computer systems and/or networks, IP communications, messaging and
collaboration services; and
* Service and Asset Management - includes service management, enterprise management and asset management of IT infrastructure in
organisations.
The 2e2 Group has sought to deliver an increasingly broad managed service to its customers, complementing and augmenting its solutions
portfolio and seeking to remove the burden placed upon customers' IT departments. The services portfolio includes:
* Professional Services - addresses common IT issues including audit and requirements development, IT infrastructure library and
asset management consultancy, infrastructure consolidation advice, strategy, design and architecture, and bespoke training solutions that
meet the varied needs of clients' businesses;
* Project Services - management and control of the design and deployment of complex IT projects helping organisations to mitigate
risk and ensure minimal business interruption; and
* Managed Services - a comprehensive portfolio of managed service solutions (such as service desk, hardware and software support)
helping organisations reduce the cost of managing IT.
Employing over 1,400 people, the 2e2 Group is a trusted partner to a number of large public and private organisations. Its strategy is
centred on forging long-term customer relationships through application of extensive industry experience, coupled with a track record for
innovation and service excellence.
In September 2006, the 2e2 Group was acquired by the Duke Street Capital Funds. 2e2 Holdings Limited and 2e2 Investments Limited, a
wholly owned direct subsidiary of 2e2 Holdings Limited, are companies formed at the direction of the Duke Street Capital Funds and certain
members of the management of 2e2 on 8 September 2006 in order to acquire the entire issued share capital of 2e2 Group Limited. 2e2 is a
wholly owned subsidiary of 2e2 Group Limited.
In 2007, 2e2 completed the acquisition of Compel Group plc for approximately �53 million thereby strengthening the 2e2 Group's service
offering and increasing the scale of 2e2's operations.
For the year ended 31 December 2007, the 2e2 Group reported revenue of �203 million and operating profit before amortisation of goodwill
and exceptional items of �20.1 million.
7. Information relating to the Netstore Group
Netstore was formed in 1997 and was admitted to trading on AIM in November 2004. A significant element of Netstore's growth has been
generated from acquisitions, the last of which was in October 2005.
Netstore delivers powerful IT platforms, applications and services that are efficient, secure, robust and scaleable allowing clients to
benefit from reduced costs, improved confidence and enhanced agility. Its offerings are built on three core competencies which can be
delivered individually to clients but are increasingly delivered on an integrated basis. Netstore's key range of services includes:
* Security Services - Netstore offers both infrastructure security and on-line IT security solutions to protect, secure, transfer,
enrich, and analyse IT data.
* Managed Services - Through its Managed Services offering, Netstore develops and delivers bespoke IT systems, IT skills, business
processes management and technology innovation to achieve higher business performance and maximise a company's IT spend through increased
efficiency, cost management and value added services.
* Expert Services - Expert Services consists of two sub-divisions, Infrastructure Consulting and Application Consulting. Application
Consulting specialises in the design, build and implementation of business solutions such as portals, transactional websites, trading
platforms and internet driven business tools on the Microsoft platform. Infrastructure Consulting focuses on enabling organisations to
realise greater value from their investment in their messaging, voice and server estates.
Following a successful �7.0 million fundraising in late 2007, Netstore has completed the construction of its third data centre facility.
The new facility comprises 550 sq/m of high specification space supplied by the installation of 2.5 mVA of new power in addition to the 1
mVA previously in place. This high level of power enables the facility to accommodate the very latest computing servers which have high
power and cooling demands. The new facility can house over 200 racks and also accommodate the most modern water cooled racking systems
required for the highest level of computing devices.
For the six months ended 31 December 2007 (the latest published results of the Netstore Group), the Netstore Group reported revenue of
�19.7 million and adjusted profit before tax and exceptional items (but after interest) of �1.0 million.
8. Current trading of Netstore
Trading in the second half of the financial year ended 30 June 2008 was in line with expectations. Managed Services continued to perform
strongly due to both new business and the renewal of existing contracts and has demonstrated year on year growth. Security Services has also
seen positive year on year revenue growth despite disruption to the service line caused by the planned integration of the security business
into Netstore's wider service offering.
In addition, the improvement expected in the performance of Expert Services (Consulting and Development) in the second half of the year
ended 30 June 2008 has been realised. This has been achieved by the completion of historic overrunning fixed price contracts and by the
introduction of a new delivery capability which combines both an offshore model and onshore model. Such positive momentum for each of the
Managed Services, Security Services and Expert Services businesses is expected to continue.
As outlined in paragraph 7 above, the new data centre has now been completed on time and budget. Commercial negotiations are currently
underway with regards to the contracting of the new facility.
Despite the increasingly challenging economic environment, which has impacted the speed at which procurement contracts are negotiated,
the trend in the UK continues to suggest the demand for the Netstore Group's managed IT services and IT security services will remain high
among both private and public sector enterprises. Netstore continues to benefit from this trend, given the positive level of new business
momentum and focus on cross-selling opportunities supporting continued expansion and improvement of services.
9. Background to the Acquisition
The 2e2 Group was established in 2002 by an experienced management team of IT professionals. Since its formation, 2e2 has established a
group capable of delivering a broad range of managed services solutions in the UK. In order to achieve this objective, 2e2 has identified
and completed a number of acquisitions of complementary businesses and has then sought to maximise their organic growth potential in the
context of a broader group structure.
2e2 believes that the acquisition of Netstore will create a union of two strong and established names in the IT services industry.
Netstore will complement 2e2's existing offering, increasing the range and depth of the services offered which 2e2 believes will add further
value to the customer bases of both businesses. It is also expected that the Enlarged Group will benefit from increased penetration and
retention of its customer base and the limited overlap between customers will further enhance this advantage. In addition, the 2e2 Directors
believe that the greater scale of the Enlarged Group will enable it to compete more effectively in its target markets and to attract and
motivate high calibre staff. The 2e2 Directors further believe that the enhanced offering of the Enlarged Group will thereby enable it to
take greater advantage of commercial opportunities.
10. Management, Directors and employees
The Netstore Directors have discussed with 2e2 its plans for Netstore management and employees within the Enlarged Group. 2e2 attaches
great importance to the skills and experience of the existing management and employees of the Netstore Group. 2e2 has given assurances that,
upon the completion of the Acquisition, the existing employment rights, including pension rights, of all employees and management of the
Netstore Group will be fully safeguarded.
2e2 plans to work with Netstore's management to develop and integrate the Netstore business within the 2e2 Group. Given the
complementary nature of the businesses of 2e2 and Netstore, no substantial changes to Netstore's business are currently envisaged to result
from the Acquisition. The Netstore Board and 2e2 Board both believe that there will be opportunities for Netstore employees to develop their
careers within the broader framework of the Enlarged Group. In due course, when the integration is complete, 2e2 expects to review the
Enlarged Group's operations and it may then be desirable to make limited operational changes to maximise the efficiency and effectiveness.
The non-executive directors of Netstore have indicated that they will stand down from the Netstore Board upon the Scheme becoming
effective.
11. Netstore Share Schemes
Participants in the Netstore Share Schemes will be contacted regarding the effect of the Acquisition on their rights under these schemes
and appropriate proposals will be made to such participants in due course.
Further details of these proposals will be set out in the Scheme Document.
12. Financing of the Acquisition
The cash consideration payable under the Acquisition is being financed by debt to be advanced to 2e2 by the Banks and the proceeds of
the Loan Notes and ordinary shares in 2e2 Holdings Limited to be subscribed by the Duke Street Capital Funds.
The debt financing is comprised of �130,000,000 senior term and revolving facilities and a �35,000,000 mezzanine loan facility, which
have been arranged by RBC Capital Markets, Bank of Scotland plc, Barclays Capital, HSBC Bank plc and Lloyds TSB Bank plc. In addition to
cash consideration for the Acquisition, these debt facilities will be used for the refinancing of certain of the existing debt of the 2e2
Group and the Netstore Group, for general corporate and working capital purposes of the Enlarged Group and for payment of the costs payable
by or incurred by the 2e2 Group in connection with the Acquisition.
Under the agreements for the provision of the senior and mezzanine loan facilities, save as required by the Panel, the 2e2 must not
amend any terms of the Scheme in any respect which is material in the context of the senior and mezzanine loan facilities.
Pursuant to the terms of the agreements relating to the debt and equity financing, 2e2 has agreed with the Banks and the Duke Street
Capital Funds that it will not invoke or waive any condition to the Scheme, or in the case where the Acquisition is implemented by a
takeover offer, any terms of such offer, without the prior written consent of those of the Banks providing two-thirds of the aggregate
commitments from time to time under the senior loan facilities. 2e2 has also made that confirmation to Dresdner Kleinwort.
Dresdner Kleinwort, which is acting as financial adviser to 2e2, has confirmed that resources are available to 2e2 sufficient to satisfy
full acceptance of the Acquisition.
13. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Netstore and the
Scheme Shareholders under section 899 of the Companies Act 2006 (involving the Reduction of Capital).
The purpose of the Scheme, together with the proposed changes to the Netstore Articles, is to provide for 2e2 to become the owner of the
whole of the issued share capital of Netstore. This is to be achieved by the cancellation of the Scheme Shares pursuant to the Reduction of
Capital and the application of the reserve arising from such cancellation in paying up in full a number of new Netstore Shares (which is
equal to the number of Scheme Shares cancelled) and issuing the same to 2e2 and/or its nominees, in consideration for which Scheme
Shareholders on the register of members of Netstore at the Scheme Record Time will receive cash consideration on the basis set out in
paragraph 2 of this announcement.
In particular, to become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a resolution at the Court
Meeting. The resolution must be approved by a majority in number of the Scheme Shareholders (or any relevant class or classes thereof)
present and voting at the Court Meeting, either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares
which are voted by those Scheme Shareholders at the Court Meeting (or any adjournment thereof).
Implementation of the Scheme will also require the passing of the resolution at the General Meeting, which will be held immediately
after the Court Meeting. This resolution is in respect of, inter alia:
(a) the cancellation of any existing Netstore Shares and the approval of the issue of new Netstore Shares to 2e2 in accordance with the
Scheme; and
(b) the amendment of the Netstore Articles to ensure that the Netstore Shares issued under the Netstore Share Schemes will be subject to
the Scheme or, if issued following the Reduction Record Time, will be automatically transferred to 2e2 on the same terms as under the
Scheme.
This resolution requires the approval of the Netstore Shareholders representing at least 75 per cent. of the votes cast at the General
Meeting.
Following the Meetings, the Scheme must be sanctioned, and the Reduction of Capital confirmed, by the Court, and will become effective
only upon delivery to the Registrar of Companies of copies of:
(a) the Scheme Court Order; and
(b) the Reduction Court Order,
and, in the case of the Reduction Court Order, it being registered by the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or the GM.
The Scheme will contain a provision for Netstore and 2e2 to jointly consent, on behalf of all persons concerned, to any modification of,
or addition to, the Scheme or to any condition that the Court may approve or impose.
The Scheme will be subject to the Conditions and further terms referred to in Appendix I to this announcement and to be set out in the
Scheme Document.
Further details of the Scheme, including the timetable for its implementation, will be set out in the Scheme Document, which is expected
to be posted to Netstore Shareholders as soon as reasonably practicable and in any event within 28 days of this announcement. The Scheme is
expected to become effective on or about 3 October 2008.
14. Implementation Agreement and Exclusivity and Inducement Fee Agreement
Netstore and 2e2 have entered into the Implementation Agreement, which contains certain assurances for the benefit of 2e2 in relation to
the implementation of the Scheme and the conduct of business prior to the earlier of the Effective Date or the termination of the
Implementation Agreement. Further information regarding the Implementation Agreement will be set out in the Scheme Document.
Netstore and 2e2 have also entered into the Exclusivity and Inducement Fee Agreement which contains the principal provisions set out
below:
(a) in consideration of 2e2 agreeing to commit time, expense and personnel to the implementation of the Acquisition, Netstore has agreed
to pay 2e2 an amount equal to �580,949 (exclusive of any applicable VAT which is recoverable by Netstore and inclusive of any applicable VAT
which is irrecoverable by Netstore) if:
(i) the unanimous recommendation of the Netstore Directors is either withdrawn or modified in a manner which in the reasonable opinion
of Dresdner Kleinwort is adverse to the likelihood of the Acquisition becoming unconditional in all respects (if it is made by way of
takeover offer) or becoming effective (if it is made by way of the Scheme) and the Acquisition (or any revision thereof) subsequently lapses
or is withdrawn; or
(ii) a competing proposal is announced pursuant to Rule 2.5 of the Code by a third party, or such third party announces its intention to
make a competing offer pursuant to Rule 2.4 of the Code, in either case, at a consideration per Netstore Share greater than the price per
share offered under the Acquisition, and such competing offer subsequently becomes or is declared unconditional in all respects or
subsequently becomes effective by 4 April 2009; and
(b) until the Acquisition has lapsed or been withdrawn, Netstore agrees that it will not directly or indirectly solicit or seek to
solicit, any competing proposal. A "competing proposal" for these purposes is an offer, tender offer, scheme of arrangement,
recapitalisation or other transaction in each case howsoever to be effected for or in respect of more then 30 per cent. of the Netstore
Shares or the whole or a majority of Netstore's business or assets.
Pursuant to Rule 21.2 of the Code, Cenkos and Netstore have confirmed to the Panel that they consider the terms of the inducement fee to
be in the best interests of Netstore Shareholders.
15. Delisting and re-registration
The last day of dealings in, and for registration of transfers of, Netstore Shares is expected to be the day of the Scheme Court Hearing
and at the opening of business on the following day the trading of Netstore Shares on AIM will be temporarily suspended. No transfers of
Netstore Shares will be registered after this date, other than the registration of Netstore Shares released, transferred or issued under the
Netstore Share Schemes after the Scheme Court Hearing and prior to the Reduction Record Time and the issue of new Netstore Shares to 2e2 in
accordance with the Scheme.
Prior to the Scheme becoming effective, Netstore will make an application to the London Stock Exchange to cancel the admission to and
trading in the Netstore Shares on AIM.
It is proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court (pursuant to section
139 of the Companies Act 1985) to re-register Netstore as a private limited company. That order would also specify the alterations to the
Netstore Articles to be made in connection with that re-registration.
In addition, on the Effective Date, share certificates in respect of the Netstore Shares will cease to be valid and entitlements to
Netstore Shares held within the CREST system will be cancelled.
16. Interests in Netstore Shares
Save as disclosed in Part B of Appendix III of this announcement, as at 11 August 2008, the last practicable Business Day prior to this
announcement, neither 2e2 nor, so far as 2e2 is aware, any person acting in concert with 2e2, had an interest in or right to subscribe for
relevant securities of Netstore or had any short position in relation to relevant securities of Netstore (whether conditional or absolute
and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery of any relevant securities of Netstore nor has any such person borrowed or lent
any such securities.
Save for the irrevocable undertakings described above, neither 2e2 nor any person acting in concert with 2e2 has any arrangement in
relation to Netstore Shares, or any securities convertible or exchangeable into Netstore Shares or options (including traded options) in
respect of, or derivatives referenced to, Netstore Shares. For these purposes, "arrangement" includes any indemnity or option arrangement,
any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities which is, or may be, an inducement
to deal or refrain from dealing in such securities.
The term "interests in securities" is further explained in the paragraph titled "Dealing Disclosure Requirements" below.
17. General
If 2e2 elects, with the consent of the Panel, to implement the Acquisition by way of a takeover offer, any such takeover offer will be
subject to such acceptance condition as may be specified by 2e2 (with the consent of the Panel) and will be implemented on the same terms
(subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and in compliance with applicable laws
and regulations.
The bases and sources of certain information contained in this announcement are set out in Appendix II. Details of the irrevocable
undertakings and letters of intent in relation to the Acquisition and the interests of 2e2 concert parties in Netstore Shares are set out in
Appendix III. Certain terms used in this announcement are defined in Appendix IV.
Enquiries:
2e2
Terry Burt +44 (0) 1635 568000
Nick Grossman
Dresdner Kleinwort (financial adviser to 2e2)
Simon Russell +44 (0) 20 7623 8000
Ben Bailey
Netstore
Graham Kingsmill +44 (0) 870 300 6600
Paul Barry-Walsh
Cenkos (financial adviser to Netstore)
Ian Soanes +44 (0) 20 7397 8900
Buchanan Communications (PR adviser to Netstore)
Charles Ryland +44 (0) 20 7466 5000
Jeremy Garcia
This announcement is not intended to and does not constitute, or form part of, any offer to sell or invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition
will be made solely through the Scheme Document, which will contain the full details, terms and conditions of the Acquisition, including
details of how to vote in respect of the Scheme. Any response to the Acquisition should be made only on the basis of the information in the
Scheme Document and the forms of proxy.
Dresdner Kleinwort Limited, which is authorised and regulated by the FSA, is acting for 2e2 and for no one else in connection with the
contents of this document and will not be responsible to anyone other than 2e2 for affording the protections afforded to clients of Dresdner
Kleinwort Limited or for providing advice in relation to the contents of this announcement or any matters referred to herein.
Cenkos Securities plc, which is authorised and regulated by the FSA, is acting exclusively for Netstore and for no one else in
connection with the contents of this announcement and will not be responsible to anyone other than Netstore for affording the protections
afforded to clients of Cenkos Securities plc or for providing advice in relation to the contents of this announcement or any matters
referred to herein.
Unless otherwise determined by 2e2 and permitted by applicable law and regulation, the Acquisition will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or instrumentally (including, without limitation, facsimile
transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of any
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of any documents
relating to the Acquisition must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole
or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward,
distribute or send them in, into or from any such jurisdiction.
The availability of the Acquisition to persons who are not resident in and citizens of the UK may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in or citizens of the UK should
inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to
overseas shareholders will be contained in the Scheme Document. Any failure to comply with such applicable requirements may constitute a
violation of the securities laws of any such jurisdiction.
The release, publication or distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore
any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the proposed Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any person.
Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this announcement and/or the Scheme Document and/or any other related document to any
jurisdiction outside the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction
before taking any action.
This announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code, and the information
disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the UK.
Forward Looking Statements
This announcement, including information included or incorporated by reference in this announcement, may contain "forward-looking
statements" concerning 2e2 and Netstore. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions
and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements. 2e2 and Netstore
assume no obligation and do not intend to update these forward-looking statements, except as required pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or
more of any class of "relevant securities" of Netstore, all "dealings" in any "relevant securities" of Netstore (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 p.m.
(London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or if made by an offer until the offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn, or in any case 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 Netstore, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Netstore by 2e2 or Netstore, or by any of their
respective "associates", must be disclosed by no later than 12 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 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.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than 10 December
2008 (or such later date (if any) as 2e2 and Netstore may, with the consent of the Panel, agree and (if required) the Court may allow).
2. The Scheme will be subject to the following Conditions:
(a) its approval by a majority in number representing 75 per cent. or more in nominal value of the Scheme Shareholders (or the
relevant class or classes thereof) who are on the register of members of Netstore at the Voting Record Time, who are present and voting,
either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any
adjournment of that Court Meeting or any such separate class meeting;
(b) all resolution(s) necessary to approve and implement the Scheme being passed by the requisite majority or majorities at a GM of
Netstore or at any adjournment of that GM; and
(c) the sanction with or without modification (but subject to any such modification being acceptable to 2e2 and Netstore) of the
Scheme and the confirmation of the Reduction of Capital by the Court and:
(i) the delivery of an office copy of each of the Court Orders and of the minute confirming the Reduction of Capital to the Registrar
of Companies; and
(ii) the registration of the Court Order effecting the Reduction of Capital by the Registrar of Companies.
3. In addition, 2e2 and Netstore have agreed that, subject as stated in Condition 4 below, the Acquisition will also be conditional
upon, and accordingly the necessary actions to make the proposed acquisition of Netstore by 2e2 effective will only be taken upon, the
following Conditions (as amended if appropriate) having been satisfied or waived:
(a) no Relevant Authority having decided, without the consent or agreement of 2e2, to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry (and, in each case, not having irrevocably withdrawn the same) or reference or having
enacted, made or proposed any statute, regulation, decision or order (and, in each case, not having irrevocably withdrawn the same) or
otherwise taken any step or done any thing and there not continuing to be outstanding any statute, regulation, legislation, decision or
order which in any of the foregoing cases would or might:
(i) require, prevent, delay or adversely affect the divestiture, or alter the terms envisaged for any proposed divestiture, by any
member of the Wider Netstore Group or any member of the 2e2 Group, of all or any part of their respective businesses, assets or property or
of any Netstore Shares or other securities in Netstore or impose any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof, in each case to an extent
which is material in the context of the Wider Netstore Group or the 2e2 Group (as the case may be) taken as a whole;
(ii) impose any limitation on, or result in a material delay in, the ability of any member of the 2e2 Group or any member of the
Wider Netstore Group, or render any such member unable, directly or indirectly to acquire or to hold or to exercise effectively any or all
rights of ownership or other rights in respect of Netstore Shares, shares or loans or securities convertible into Netstore Shares or any
other securities (or the equivalent) in any member of the Wider Netstore Group or to exercise voting or management control over any such
member;
(iii) materially adversely affect any or all of the businesses, assets, financial conditions or trading positions or profits of any
member of the Wider Netstore Group or the 2e2 Group;
(iv) make the Acquisition or its implementation or the acquisition or proposed acquisition by 2e2 or any member of the 2e2 Group of
any Netstore Shares or other securities in, voting rights in, or the control of the management of, Netstore or any member of the Wider
Netstore Group, void, illegal and/or unenforceable in or under the laws of any relevant jurisdiction, or otherwise, directly or indirectly,
restrain, restrict, prohibit, prevent, materially delay or impose additional materially adverse conditions or obligations with respect to,
the Acquisition or its implementation or the acquisition or proposed acquisition by 2e2 or any member of the 2e2 Group of any Netstore
Shares or other securities in, voting rights in, or the control of the management of, Netstore or any member of the Wider Netstore Group;
(v) require any member of the 2e2 Group or the Wider Netstore Group to acquire or to offer to acquire any shares or other securities
(or the equivalent) or interest in any member of the Wider Netstore Group (other than Netstore) owned by any third party;
(vi) impose any material limitation on the ability of any member of the 2e2 Group or the Wider Netstore Group to co-ordinate or
integrate its business or any material part of it, with the business or any part of the business of any other members of the Wider Netstore
Group and/or the 2e2 Group; or
(vii) result in any member of the Wider Netstore Group ceasing to be able to carry on business in substantially the same manner in
which it presently does so or under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could
institute, implement, or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Netstore Shares, having expired, lapsed or been
terminated;
(b) all necessary notifications, filings or applications having been made and all applicable waiting and other time periods
(including any extensions thereof) having expired, lapsed or been terminated in each case under any applicable legislation and/or
regulations of any relevant jurisdiction and all statutory or regulatory obligations in any relevant jurisdiction having been complied with
in each case as may be necessary in connection with the Acquisition or its implementation or the acquisition or proposed acquisition of any
Netstore Shares or other securities in, or voting rights in, or control of the management of, Netstore or any other member of the Wider
Netstore Group by 2e2 or any other member of the 2e2 Group or the carrying on by any member of the Wider Netstore Group of its business;
(c) all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, certificates, permissions and
approvals (collectively "Consents") which are required by any applicable legislation or regulations in any jurisdiction, or which are
necessary or appropriate in any relevant jurisdiction, in connection with the Acquisition or its implementation including, without
limitation, the acquisition or proposed acquisition of any Netstore Shares or other securities in, voting rights in, or control of Netstore
or any other member of the Wider Netstore Group by 2e2 or any other member of the 2e2 Group or in relation to the continuation of the
business of any member of the Wider Netstore Group having been obtained (in each case where failure to obtain such Consents would have a
material adverse effect on any member of the Wider Netstore Group or the implementation of the Acquisition), in terms and in a form which do
not impose material restrictions or conditions on the 2e2 Group or its interest in the Wider Netstore Group, from all appropriate third parties, including those with whom any member of the Wider Netstore
Group has entered into contractual arrangements;
(d) all such Consents together with all consents necessary or reasonably appropriate to carry on the business of any member of the
Wider Netstore Group having been obtained and remaining in full force and effect and there being no notice or intimation from any Relevant
Authority or other person of any intention to revoke, suspend, restrict, amend or not to renew any of the same, where failure to obtain such
Consents would have a material adverse effect on the Wider Netstore Group taken as a whole;
(e) save as Disclosed, there being no provision of any agreement, arrangement, authorisation, Consent, permit, or other instrument to
which any member of the Wider Netstore Group is a party or by or to which any such member or any of its assets is, are or may be bound,
entitled or subject, or any circumstance which, in each case as a consequence of the Acquisition or the acquisition or proposed acquisition
of any Netstore Shares, voting rights in, or control or management of, Netstore by any member of the 2e2 Group or of a change in the control
or management of Netstore or any other member of the Wider Netstore Group, would or might be reasonably expected to result in (in each case
to an extent which is material in the context of the Wider Netstore Group as a whole):
(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or grant available to, any member of
the Wider Netstore Group being or becoming repayable or capable of being declared repayable immediately or earlier than the stated maturity
date or repayment date or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, authorisation, Consent, permit or instrument, or the rights, liabilities, obligations or
interests of any member of the Wider Netstore Group, being or becoming capable of being terminated or adversely modified or affected or any
obligation or liability arising or any adverse action being taken thereunder;
(iii) any assets or interests of any member of the Wider Netstore Group being or falling to be disposed of or charged or ceasing to
be available or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be
available, in each case, other than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any member of the Wider Netstore Group or any such security interest (whenever created, arising or having arisen)
becoming enforceable;
(v) the rights, liabilities, obligations or interests of any member of the Wider Netstore Group in, or the business of any such
member with, any other person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being
terminated or adversely modified or affected;
(vi) the value of any member of the Wider Netstore Group or its financial or trading position or profits being prejudiced or
adversely affected;
(vii) any member of the Wider Netstore Group ceasing to be able to carry on business under any name under which it presently does
so;
(viii) the creation of any liability (actual, contingent or otherwise) by any member of the Wider Netstore Group other than in the
ordinary course of business; or
(ix) any requirement on any member of the Wider Netstore Group to acquire, subscribe for, pay up or repay any shares or other
securities; and
(x) no event having occurred which, under any provision of any agreement, arrangement, authorisation, Consent, permit or other
instrument to which any member of the Wider Netstore Group is a party or by or to which any such member or any of its assets may be bound,
entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (ix) of this Condition 3(e);
(f) save as Disclosed, no member of the Wider Netstore Group having, since 31 December 2007:
(i) save as between Netstore and wholly-owned subsidiaries of Netstore and save for Netstore Shares issued pursuant to the exercise
of options granted under the Netstore Share Schemes, issued or agreed to issue, authorised or proposed to authorise the issue of, any shares
of any class or securities convertible into or exchangeable for any shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities;
(ii) other than lawfully to any wholly-owned subsidiary of Netstore, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;
(iii) save as between Netstore and wholly-owned subsidiaries of Netstore, implemented any merger with or demerger from any body
corporate, partnership or business or authorised or proposed or announced an intention to propose any merger or demerger;
(iv) save as between Netstore and wholly-owned subsidiaries of Netstore and other than in the ordinary course of business, acquired,
disposed of, or transferred, mortgaged or created any security interest over any asset right, title or interest in any asset which is
material in the context of the Wider Netstore Group taken as a whole or authorised, proposed or announced any intention to do so;
(v) save as between Netstore and any wholly-owned subsidiary of Netstore, made or authorised or proposed or announced an intention to
propose any change in its loan capital or issued, authorised or proposed or announced an intention to propose the issue of any debentures
or, other than in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or other
liability (actual or contingent), save in each case to the extent the same is not material in the context of the Wider Netstore Group taken
as a whole;
(vi) purchased, redeemed or repaid or authorised or announced any proposal to purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect of the matters mentioned in Condition 3(f)(i) above, made any other change to any part of
its share capital;
(vii) save as between Netstore and its wholly-owned subsidiaries implemented or authorised, proposed or announced its intention to
implement, authorise or propose any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement;
(viii) save in respect of normal annual salary increases in the ordinary course, entered into or varied or made any offer (which remains
open for acceptance) to enter into or vary the terms of any contract, agreement or arrangement with any Netstore Director or director or
senior executive of any member of the Wider Netstore Group;
(ix) entered into, varied or terminated or authorised, proposed or announced its intention to enter into, vary or terminate any
contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long-term, onerous
or unusual nature or magnitude or which is or might reasonably be expected to have a material adverse effect on the financial or trading
position or profits of any member of the Wider Netstore Group or which is or might reasonably be expected to be materially restrictive on
the business of any member of the Wider Netstore Group or the 2e2 Group or which involves or could reasonably be expected to involve an
obligation of such a nature or magnitude, in each case which is material in the context of the Wider Netstore Group taken as a whole;
(x) been unable, or admitted or announced that it is unable to pay its debts or having stopped or suspended (or threatened to stop or
suspend) payment of its debts generally or ceased or threatened to cease to carry on all or a substantial part of its business;
(xi) (other than in respect of a member which is dormant and was solvent at the relevant time), taken or proposed any corporate
action or had any legal proceedings started or threatened against it or petition presented or order made, in each case for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator,
trustee or similar officer of all or any material part of its assets or revenues or any analogous proceedings in any jurisdiction or had any
such person appointed;
(xii) waived, settled or compromised any claim otherwise than in the ordinary course of business and which is material in the context
of the Wider Netstore Group taken as a whole;
(xiii) made or agreed or consented to any change which is, or could reasonably be expected to be, material in the context of the
Acquisition or the Wider Netstore Group taken as a whole, to:
(A) the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or
(B) the benefits which accrue to the pensions which are payable thereunder; or
(C) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded; or
(E) the trustees including the appointment of a trust corporation;
(xiv) made any alteration to its memorandum or articles of association which is, or could reasonably be expected to be, material in
the context of the Acquisition or the Wider Netstore Group as a whole;
(xv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed in the Wider Netstore Group; or
(xvi) entered into any contract, commitment, arrangement or agreement or passed any resolution or made any offer (which remains open
for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred
to in this Condition 3(f);
(g) save as Disclosed and since 31 December 2007:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of any
member of the Wider Netstore Group which is material in the context of the Wider Netstore Group taken as a whole;
(ii) no litigation, arbitration, proceedings, prosecution or other legal proceedings to which any member of the Wider Netstore Group
is or may become a party (whether as a claimant, defendant or otherwise) and no enquiry or investigation by or complaint or reference to any
Relevant Authority against or in respect of any member of the Wider Netstore Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding against or in respect of any member of the Wider Netstore Group, in any case material in
the context of the Wider Netstore Group taken as a whole;
(iii) no contingent or other liability having arisen or increased or become apparent to 2e2 which would or might be reasonably
expected to affect adversely any member of the Wider Netstore Group to an extent which, in any case, is material in the context of the Wider
Netstore Group taken as a whole;
(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of
any Consent held by any member of the Wider Netstore Group which is necessary or desirable for the proper carrying on of its business and
such withdrawal, cancellation, termination or modification, in any case, would be material in the context of the Wider Netstore Group taken
as a whole; and
(v) no claim having been made, and no circumstances having arisen which might reasonably be expected to lead to a claim being
announced, threatened or made, under any insurance policy taken out by or in favour of the Wider Netstore Group, in each case which is or
might reasonably be expected to be material in the context of the Wider Netstore Group taken as a whole; and
(h) save as Disclosed, 2e2 not having discovered that:
(i) any financial, business or other information concerning any member of the Wider Netstore Group contained in the information
disclosed (publicly or otherwise) to 2e2 or its advisers at any time by or on behalf of any member of the Wider Netstore Group is materially
misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information contained therein not
materially misleading in each case which has not, prior to the date of this announcement, been corrected by public announcement through a
Regulatory Information Service;
(ii) any member of the Wider Netstore Group is subject to any liability (actual, contingent or otherwise) save to an extent the same
is not material in the context of the Wider Netstore Group taken as a whole;
(iii) the Wider Netstore Group has not complied with any applicable law or regulation governing the conduct of its business in any
respect and which is material in the context of the Wider Netstore Group taken as a whole; or
(iv) the conduct of the business of the Wider Netstore Group infringes the intellectual property rights of any third party in any
respect and which is material in the context of the Wider Netstore Group taken as a whole.
4. Subject to the requirements of the Panel, 2e2 reserves the right (but shall be under no obligation) to waive or treat as
satisfied, in whole or in part, all or any of Conditions 3(a) to 3(h).
5. The Acquisition will lapse and the Scheme will not proceed unless all of the Conditions set out above have been fulfilled or (if
capable of waiver) waived or, where appropriate, have been determined by 2e2 to be satisfied on or before the date on which Condition 2(c)
is fulfilled.
6. The Conditions are inserted for the benefit of 2e2 and no Netstore Shareholder shall be entitled to waive any of the Conditions.
7. Each of Conditions 1, 2 and 3(a) to 3(h) (inclusive) shall be regarded as a separate condition and shall not be limited by
reference to any other Condition.
8. The Acquisition will lapse and the Scheme will not proceed if the proposed acquisition of Netstore by 2e2 pursuant to the Scheme
is referred by the Office of Fair Trading to the Competition Commission before the date on which the resolutions are passed at the Court
Meeting (or, in the case of a takeover offer under paragraph 9 below, before 1.00 p.m. on the first closing date of the takeover offer or
the date on which the takeover offer becomes or is declared unconditional as to acceptances, whichever is the later).
9 2e2 may elect (with the consent of the Panel, where required) to implement the Acquisition by making a takeover offer (as defined
in Part 28 of the Companies Act 2006) for Netstore instead of, or in substitution for, the Scheme. If 2e2 makes such election, the takeover
offer will be implemented on the same terms (so far as applicable) as those which would apply to the Scheme, subject to the acceptance
condition being set at 90 per cent. of the Netstore Shares or such lesser percentage, being more than 50 per cent., as 2e2 may decide
(subject to the consent of the Panel, where necessary) subject to such alterations to the Conditions set out in this Appendix as are
required by the Panel or are necessary to comply with the provisions of the Code.
10. The Netstore Shares will be acquired by 2e2 fully paid, with full title guarantee and free from all liens, equitable interests,
mortgages charges, encumbrances, rights of pre-emption and any other third party rights or interests of whatever nature and together with
all rights attaching thereto, including without limitation, all voting rights and the right to receive and retain all dividends,
distributions, and other returns of capital (if any), declared, made or paid in respect of Netstore Shares on or after the date of this
announcement.
11. Unless otherwise determined by 2e2 and permitted by applicable law and regulation, the Acquisition will not be made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means or instrumentally (including, without limitation, facsimile
transmission, telex, telephone or email) of interstate or foreign commerce of, or by any facility of a national securities exchange of any
jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. Accordingly, copies of any documents
relating to the Acquisition must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent, in whole
or in part, in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons
receiving such documents (including custodians, nominees and trustees) must not directly or indirectly mail, transmit or otherwise forward,
distribute or send them in, into or from any such jurisdiction.
12. The availability of the Acquisition to persons who are not resident in the United Kingdom may be affected by the laws of the
jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, all
applicable requirements.
13. The Acquisition will be governed by the laws of England and Wales, the AIM Rules, the London Stock Exchange, the Panel and the
Code and is subject to the jurisdiction of the courts of England and Wales.
14. If 2e2 is required by the Panel to make an Acquisition for Netstore Shares under the provisions of Rule 9 of the Code, 2e2 may
make such alterations to any of the above Conditions as are necessary to comply with the provisions of that Rule.
APPENDIX II
BASES AND SOURCES
Save as otherwise set out in this announcement, the following constitute the bases and sources of information referred to in this
announcement.
Financial information relating to Netstore has been extracted from the audited financial statements of Netstore for the year ended 30
June 2007 and the unaudited interim results of Netstore for the six months ended 31 December 2007.
Financial information relating to 2e2 has been extracted from the audited financial statements of 2e2 for the year ended 31 December
2007.
References to the value of the Acquisition of �58.1 million are based on the 172,606,806 Netstore Shares in issue as at 11 August 2008
and the 8,939,684 Netstore Shares which may be issued as a result of the Netstore Share Options under the Netstore Share Schemes at 32 pence
for each Netstore Share. For this purpose only, it is assumed that all options and awards to subscribe for Netstore Shares with exercise
prices not exceeding 32 pence per Netstore Share will become fully vested and exercisable as a result of the Acquisition.
References to the existing share capital of Netstore are based on 172,606,806 Shares in issue as at 11 August 2008.
The Closing Price of a Netstore Share is derived from the AIM Appendix to the Daily Official List of the London Stock Exchange for the
relevant date.
APPENDIX III
PART A
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
(i) Irrevocable undertakings of the Netstore Directors and their associates
The details of the irrevocable undertakings received by 2e2 from the Netstore Directors and their associates are as follows:
Name Number of Netstore Number of Netstore Shares under the Netstore Share
Shares Schemes
Paul Barry-Walsh 17,357,608 485,921
Graham Kingsmill 153,846 1,681,366
Michael Jackson 700,000 235,921
David Memory 76,923 856,170
Robert Wirszycz Nil Nil
Total 18,288,377 3,259,378
In addition to irrevocable undertakings in relation to the Netstore Shares held by them or their associates, Paul Barry-Walsh, Graham
Kingsmill, David Memory and Michael Jackson have also provided irrevocable undertakings to vote (or procure the vote) in favour of the
resolutions to be proposed at the Meetings (or, in the event that the Acquisition is implemented by way of a takeover offer, to accept or
procure acceptance of such offer), in respect of 3,259,378 Netstore Shares, in aggregate, in which they have an interest pursuant to the
Netstore Share Schemes to the extent such shares are acquired by them prior to the Meetings.
The irrevocable undertakings given by the Netstore Directors remain binding even if a higher offer is made by a third party, but cease
to be binding (a) on the withdrawal or lapse of the Scheme (to the extent such withdrawal is effected in accordance with the Implementation
Agreement), or (b) if the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn.
(ii) Institutional and other irrevocable undertakings
The details of the irrevocable undertakings received by 2e2 from institutional and other Netstore Shareholders are as follows:
Name Number of Netstore Shares
AXA Framlington Investment Management Limited 16,626,205
BlackRock Investment Management (UK) Limited 16,397,727
Artemis Investment Management Limited 9,702,888
Beverley Daly 7,838,034
Elderstreet Capital Partners Nominees Limited 5,136,532
Marlborough Fund Managers Ltd 4,575,000
Ian Daly 21,445
Total 60,297,831
The irrevocable undertaking given by AXA Framlington Investment Management Limited will cease to be binding (a) on withdrawal of the
Scheme, (b) if the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, (c) if the Scheme
Document, or if the Acquisition is implemented by way of a takeover offer, the offer document containing such offer, is not despatched on or
before the date being 28 days from the date of this announcement, (d) if the discretionary mandate held by AXA Framlington Investment
Management Limited over any of the Netstore Shares the subject of the irrevocable undertaking is terminated or withdrawn for any reason, or
(e) if a higher offer is made by a third party for Netstore which exceeds the value of the consideration available per Netstore Share under
the Acquisition by 5 per cent. or more.
The irrevocable undertaking given by BlackRock Investment Management (UK) Limited will cease to be binding (a) on withdrawal of the
Scheme, (b) if the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, (c) if the Scheme has not
become effective, or if the Acquisition is implemented by way of a takeover offer such an offer has not become or been declared
unconditional as to acceptances, by the date being 120 days from the date of this announcement, or 31 December 2008, whichever is earlier,
or (d) if a higher offer is made by a third party for Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort, the value of
the consideration available per Netstore Share under the Acquisition by 10 per cent. or more.
The irrevocable undertaking given by Artemis Investment Management Limited will cease to be binding (a) on withdrawal of the Scheme, (b)
if the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, or (c) if a higher offer is made by a
third party for Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort (acting reasonably), the value of the consideration
available per Netstore Share under the Acquisition by 10 per cent. or more.
The irrevocable undertakings given by Beverley Daly and Ian Daly will each cease to be binding (a) on withdrawal of the Scheme, (b) if
the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, or (c) if a higher offer is made by a
third party for Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort, the value of the consideration available per
Netstore Share under the Acquisition by 10 per cent. or more.
The irrevocable undertaking given by Elderstreet Capital Partners Nominees Limited will each cease to be binding (a) on withdrawal of
the Scheme, (b) if the Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, or (c) if a higher
offer is made by a third party for Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort, the value of the consideration
available per Netstore Share under the Acquisition by 5 per cent. or more.
The irrevocable undertaking given by Marlborough Fund Managers Ltd will cease to be binding (a) on withdrawal of the Scheme, (b) if the
Acquisition is implemented by way of a takeover offer, on the offer lapsing or being withdrawn, or (c) if a higher offer is made by a third
party for Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort, the value of the consideration available per Netstore
Share under the Acquisition by 10 per cent. or more.
(iii) Letters of intent
The details of the letters of intent received by 2e2 from institutional Netstore Shareholders are as follows:
Name Number of Netstore Shares
M&G Investment Management Limited 25,875,533
Cazenove Capital Management Limited 8,392,495
F&C Asset Managers Limited 9,033,000
Total 43,301,028
The letter of intent received from Cazenove Capital Management Limited will cease (a) if a higher offer is made by a third party for
Netstore which exceeds, in the reasonable opinion of Dresdner Kleinwort, the value of the consideration available per Netstore Share under
the Acquisition by 10 per cent. or more, (b) on withdrawal of the Scheme, or (c) if the Acquisition is implemented by way of a takeover
offer, on the offer lapsing or being withdrawn.
The letter of intent received from F&C Asset Managers Limited will cease (a) if 2e2 announces, with the consent of the Panel and before
the Scheme Document is posted, that it does not intend to proceed with the Scheme, (b) if the Scheme terminates, lapses or is withdrawn, or
(c) if a higher offer is made by a third party for Netstore which exceeds the value of the consideration available per Netstore Share under
the Acquisition by 5 per cent. or more.
PART B
INTERESTS OF 2E2 CONCERT PARTIES IN NETSTORE SHARES
As at 8 August 2008, being the last practicable date prior to this announcement, members of the HBOS Group were interested in a total of
44 Netstore Shares (excluding non-discretionary interests), representing approximately 0.00003 per cent. of the existing issued share
capital of Netstore.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"2e2" 2e2 Limited a private company incorporated in England and Wales
with registered number 4501291
"2e2 Board" the board of directors of 2e2
"2e2 Directors" the directors of 2e2 at the date of this announcement
"2e2 Group" 2e2, its subsidiaries, its holding companies, and subsidiaries
of its holding companies, and, where the context so permits,
each of them
"Acquisition" the proposed acquisition by 2e2 of the entire issued and to be
issued share capital of Netstore by means of the Scheme (or,
should 2e2 so elect with the consent of the Panel, by means of
a takeover offer)
"acting in concert" has the meaning set out in the Code
"AIM" AIM, the market operated by the London Stock Exchange
"AIM Rules" the rules for companies with a class of securities admitted to
AIM published by the London Stock Exchange governing admission
to and the operation of AIM as in force at the date of this
announcement
"Banks" RBC Capital Markets, Bank of Scotland plc, Barclays Bank plc,
HSBC Bank plc and Lloyds TSB Bank plc in their capacity as
original lenders
"Business Day" any day (other than a Saturday, Sunday or a public holiday) on
which banks are generally open in the City of London for the
transaction of normal banking business
"Cenkos" Cenkos Securities plc
"Closing Price" the closing middle market quotation of a Netstore Share as
derived from the AIM Appendix to the Daily Official List of the
London Stock Exchange
"Code" the City Code on Takeovers and Mergers
"Companies Act 1985" the Companies Act 1985, as amended, modified, consolidated,
re-enacted or replaced (from time to time)
"Companies Act 2006" the Companies Act 2006, as amended, modified, consolidated,
re-enacted or replaced (from time to time)
"Conditions" the terms of and conditions to the Scheme set out in Appendix I
to this announcement
"Court" the High Court of Justice of England and Wales
"Court Meeting" the meeting of Scheme Shareholders (and any adjournment
thereof) convened by order of the Court pursuant to section 896
of the Companies Act 2006 to consider and, if thought fit,
approve the Scheme (with or without amendment)
"Court Order(s)" the Scheme Court Order and the Reduction Court Order
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of
which Euroclear UK & Ireland Limited is the Operator (as
defined in such regulations)
"Disclosed" as disclosed in Netstore's annual report and accounts for the
year ended 30 June 2007, its interim statement for the period
ended 31 December 2007, or as otherwise publicly announced by,
or on behalf of, Netstore (by the delivery of an announcement
to a Regulatory Information Service) prior to the date of this
announcement or as otherwise fairly disclosed in writing and
made available to 2e2 or its advisers, in each case by or on
behalf of Netstore prior to 12 August 2008 (being the date of
this announcement)
"Dresdner Kleinwort" Dresdner Kleinwort Limited
"Duke Street Capital Funds" Duke Street General Partner Limited acting in its capacity as
general partner of Duke Street Capital VI No. 1 Limited
Partnership, Duke Street Capital VI No. 2 Limited Partnership,
Duke Street Capital VI No. 3 Limited Partnership, Duke Street
Capital VI No. 4 Limited Partnership and Parallel Private
Equity Duke Street Limited Partnership, Duke Street Capital VI
Fund Investment Limited Partnership acting by its manager Duke
Street General Partner Limited and Duke Street VI Gestion SARL
acting in its capacity as manager of the French Societe en
Participation referred to as "Financire DSC VI"
"Effective Date" the date on which the Scheme becomes effective in accordance
with its terms
"Enlarged Group" 2e2 Holdings Limited and its subsidiary undertakings following
completion of the Acquisition
"Exclusivity and Inducement the exclusivity and inducement fee agreement between 2e2 and
Fee Agreement" Netstore dated 4 July 2008 as amended by letters of amendment
dated 25 July 2008 and 8 August 2008
"FSA" the United Kingdom Financial Services Authority
"GM" or "General Meeting" the general meeting of the Netstore Shareholders (and any
adjournment thereof) to be convened in connection with the
Scheme, expected to be held as soon as the preceding Court
Meeting shall be concluded or adjourned
"HBOS Group" HBOS plc and its subsidiaries and subsidiary undertakings
"Implementation Agreement" the implementation agreement between 2e2 and Netstore in
relation to the implementation of the Scheme dated 12 August
2008
"Loan Notes" the 18 per cent. subordinated PIK loan notes of 2e2 Investments
Limited
"London Stock Exchange" London Stock Exchange plc
"Meetings" the Court Meeting and the GM, each a "Meeting"
"Netstore" Netstore plc, a public company incorporated in England and
Wales with registered number 3449409
"Netstore Articles" the articles of association of Netstore
"Netstore Board" the board of directors of Netstore
"Netstore Directors" the directors of Netstore at the date of this announcement
"Netstore Group" Netstore and each of its subsidiary undertakings and, where the
context permits, each of them
"Netstore Optionholder" a holder of an option under one of the Netstore Share Schemes
"Netstore Shares" ordinary shares of �0.20 nominal value each in the capital of
Netstore
"Netstore Shareholder" or a holder or holders of Netstore Shares
"Shareholders"
"Netstore Share Options" options to acquire Netstore Shares pursuant to the Netstore
Share Schemes
"Netstore Share Schemes" the Netstore Senior Executive Option Plan, the Netstore plc
Enterprise Management Incentive Share Option Plan, the Netstore
Limited Unapproved Share Option Scheme and the Netstore All
Employee Share Ownership Plan
"overseas shareholder" Netstore Shareholders who are nationals or residents of
jurisdictions outside of the United Kingdom
"Panel" the Panel on Takeovers and Mergers in the United Kingdom
"Reduction Court Hearing" the hearing of the Court of the application to confirm the
Reduction of Capital
"Reduction Court Order" the Court order under section 137 of the Companies Act 1985
confirming the Reduction of Capital
"Reduction of Capital" the reduction of share capital of Netstore by cancellation of
the Scheme Shares to be effected as part of the Scheme pursuant
to section 135 of the Companies Act 1985
"Reduction Record Time" the time and date specified as such in the Scheme Document,
expected to be 6.00 p.m. on the Business Day immediately prior
to the Reduction Court Hearing (or any adjourned hearing)
"Registrar of Companies" the Registrar of Companies for England and Wales based at
Companies House in Cardiff
"Regulatory Information a service approved by the London Stock Exchange for the
Service" or "RIS" distribution to the public of AIM announcements
"Relevant Authority" any government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
association, institution or agency (including any trade agency)
or any court or other body or person in any jurisdiction
"Scheme" the proposed scheme of arrangement under section 899 of the
Companies Act 2006 between Netstore and the holders of Scheme
Shares, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed by 2e2
and Netstore
"Scheme Court Hearing" the hearing by the Court to sanction the Scheme
"Scheme Court Order" the Court order sanctioning the Scheme under section 899 of the
Companies Act 2006
"Scheme Document" a circular for distribution to Netstore Shareholders, and for
information only, to Netstore Optionholders containing:
(i) the Scheme;
(ii) the notices convening the Court Meeting and GM;
(iii) an explanatory statement as required by section 897(2)
of the Companies Act 2006 with respect to the Scheme;
(iv) such other information as may be required or necessary
pursuant to the Companies Act 2006, the Code or the AIM Rules;
and
(v) such other information as 2e2 and Netstore shall agree
"Scheme Record Time" 6.00 p.m. on the Business Day immediately prior to the
Effective Date
"Scheme Shareholder" a holder of Scheme Shares
"Scheme Shares" the Netstore Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document
and prior to the Voting Record Time; and
(iii) (if any) issued at or after the Voting Record Time and
at or prior to the Reduction Record Time, either on terms that
the original and any subsequent holder thereof shall be bound
by the Scheme or in respect of which the holders thereof shall
have agreed in writing to be bound by the Scheme,
in each case other than any Netstore Shares held by or
beneficially owned by any member of the 2e2 Group
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"Voting Record Time" the time and date to be specified as the voting record time for
the Court Meeting (and any adjournment thereof) in the Scheme
Document
"Wider Netstore Group" Netstore and its subsidiary undertakings and their associated
undertakings and any other undertakings (including, without
limitation, any joint ventures, partnerships, firms or bodies
corporate) in which Netstore and/or such undertakings
(aggregating their interests) have a substantial interest and
for these purposes "substantial interest" means a direct or
indirect interest in 20 per cent. or more of the voting rights
or equity share capital (or the equivalent) of an undertaking
For the purposes of this announcement "holding company", "subsidiary" and "subsidiary undertaking" have the meanings given to them in
the Companies Act 2006.
All references to time in this announcement are to London time.
All references to legislation in this announcement are to English legislation unless the contrary is indicated.
Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.
References to "�", "pounds sterling", "pence" and "p" are to the lawful currency of the United Kingdom.
Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the
feminine or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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