NES Netstore

    RNS Number : 8499E
  NetStore PLC
  01 October 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                                                                                      1 October 2008



    RECOMMENDED CASH ACQUISITION

    OF

    NETSTORE PLC

    BY

    2E2 LIMITED
    Scheme Sanctioned by Court
    On 12 August 2008, the Company announced agreement on the terms of a recommended acquisition by 2e2 Limited ("2e2") of the entire issued
and to be issued share capital of Netstore plc ("Company" or "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). The Scheme Document, containing
the terms and conditions of the Acquisition and further information on the Acquisition, was posted to holders of Netstore Shares on 19
August 2008. Terms defined in this announcement have the same meanings as in the Scheme Document unless the context requires otherwise.
    On 11 September 2008, the Company announced that the resolution approving the Scheme was passed at the Court Meeting by a majority in
number of shareholders present (in person or by proxy) representing 79.57 per cent. of the issued Scheme Shares. The Company also announced
on 11 September 2008 that certain other resolutions concerning the implementation of the Scheme were passed at the Netstore General Meeting
held on the same day. 
    The Directors of Netstore are pleased to announce that at a hearing of the Court held earlier today, the Court sanctioned the Scheme by
which the Acquisition is to be effected.
    The Acquisition remains subject to the confirmation of the Reduction of Capital by the Court at the Reduction Court Hearing to be held
on 2 October 2008 and to the delivery of the Court Orders sanctioning the Scheme and confirming the Reduction of Capital to the Registrar of
Companies and, in respect of the Reduction of Capital, the registration of the Reduction Court Order.  Upon the registration of the
Reduction Court Order the Company will be re-registered as a private limited company.
    As previously announced, trading in Netstore Shares on AIM will be suspended on 2 October 2008 and subject to the Court confirming the
Reduction of Capital on 2 October 2008, trading on AIM of Netstore Shares will be cancelled with effect from 8.00 a.m. on 3 October 2008.

    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)
 Beth McKiernan                                    +44 (0) 20 7397 8900

 Buchanan Communications (PR adviser to Netstore)
 Charles Ryland                                    +44 (0) 20 7466 5000
 Jeremy Garcia

    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.



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