NES Netstore

    RNS Number : 2313D
  NetStore PLC
  11 September 2008
   

    NETSTORE PLC

    ('Netstore' or the 'Company')

    Netstore Shareholders approve Scheme of Arrangement

    On 12 August 2008, the boards of directors of 2e2 and Netstore announced that they had reached agreement on the terms of a recommended
cash acquisition by 2e2 of the entire issued and to be issued share capital of Netstore to 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). A circular to
Netstore Shareholders containing the Scheme and the required explanatory statement was posted to Netstore Shareholders on 19 August 2008
(the 'Scheme Document').  

    Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.

    The Netstore Directors are now pleased to announce that at the Court Meeting held today, the required majority of Scheme Shareholders
approved the Scheme without modification. At the subsequent General Meeting, also held today, Netstore Shareholders passed the Special
Resolution proposed to approve the Scheme and other matters required for its implementation.

    The number of votes for and against the Scheme at the Court Meeting were as follows:

 FOR                                                                                   AGAINST

 Number of Scheme Shareholders:  93           Number of Scheme Shareholders             8
 Percentage of Scheme            92.08%       Percentage of Scheme Shareholders who     7.92%
 Shareholders who voted:                      voted:

 Number of Scheme Shares:        137,346,866  Number of Scheme Shares:                  26,002
 Percentage of Scheme Shares     99.98%       Percentage of Scheme Shares voted:        0.02%
 voted:

 Percentage of issued Scheme     79.57%       Percentage of issued Scheme Shares:       0.015%
 Shares:

    At the General Meeting, the Special Resolution was passed unanimously on a show of hands.

    Once the remaining Conditions have been satisfied or (where applicable) waived, the Scheme and the related Reduction of Capital will
become effective upon sanction and confirmation by the Court, delivery of the Court Orders to the Registrar of Companies and the
registration of the Reduction Court Order with the Registrar of Companies. Upon the Scheme becoming effective, it will be binding on all
Netstore Shareholders, irrespective of whether or not, being entitled to do so, they attended or voted at the Court Meeting or the General
Meeting.


    Expected Timetable of Principal Events

    The following times and dates are indicative only and will depend, amongst other things, on the dates upon which the Court sanctions the
Scheme and confirms the Reduction of Capital and whether the Conditions are either satisfied or, if capable of waiver, waived and the dates
on which the Court Orders are delivered to the Registrar of Companies.

Last day of dealings in and for the registration of               
transfers of, and disablement in CREST of,
Netstore Shares:                                                              30 September 2008
Scheme Court Hearing Date:                                            30 September 2008
Dealings in Netstore Shares suspended:                             8.00 a.m. 1 October 2008
Reduction Record Time:                                                   6.00 p.m. 1 October 2008
Reduction Court Hearing Date:                                         2 October 2008
Scheme Record Time:                                                      6.00 p.m. 2 October 2008
Effective Date of the Scheme:                                          3 October 2008
Cancellation of admission to trading of Netstore Shares:     8.00 a.m. 3 October 2008
Latest date for despatch of consideration:                          14 days after the Effective Date

    If the expected date of the Court Hearing (and consequently the Effective Date) is changed, Netstore will give notice of this change to
the extent practicable be issuing an announcement through an RIS.


    For further information contact:

 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)
 Adrian Hargrave                                   +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
is made solely through the Scheme Document, which contains the full details, terms and conditions of the Acquisition.

    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 is not being 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 where 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 are 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.

    The Netstore Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief
of the Netstore Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this
announcement is in accordance with the facts and does not omit anything likely to affect the import of any such information.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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