Posting of Circular

RNS Number:4131H
InTechnology PLC
09 November 2007


  NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
     SOUTH AFRICA OR THE REPUBLIC OF IRELAND, OR ANY EXCLUDED JURISDICTION


               InTechnology plc ('InTechnology' or the 'Company')

         Cancellation of admission of Ordinary Shares to trading on AIM

                        Further details of Tender Offer



1.         Introduction

On 30 October 2007 within its interim results, the Company announced its
proposals, inter alia, to cancel the admission of its Ordinary Shares to trading
on AIM and to purchase Ordinary Shares by way of the Tender Offer.

A circular (the "Circular") has today been posted to shareholders with a notice
of general meeting to approve matters relating to the De-listing and the Tender
Offer as well as the Capital Reduction to enable the Tender Offer to proceed,
the cancellation of the Company's deferred shares and proposals to ratify
certain historic transactions completed by the Company.


2.         De-listing

The Company hereby gives notice that, subject to shareholder approval,  it
intends to apply for cancellation of admission of its Ordinary Shares to trading
on AIM. It is proposed that the De-listing would take place by 1 February 2008.

The De-listing is not conditional on any approval of any of the other
resolutions to be proposed at the general meeting. The Company and Panmure
Gordon have received irrevocable undertakings from Shareholders holding
98,231,750 Ordinary Shares, representing 69.2 per cent of the current issued
ordinary share capital of the Company, to vote in favour of the De-listing.


3.         Tender Offer

The Tender Offer is to be effected by Panmure Gordon purchasing Tender Offer
Shares as principal and then selling such Tender Offer Shares on the London
Stock Exchange to the Company for cancellation pursuant to the Repurchase
Agreement.

The maximum aggregate number of Ordinary Shares subject to the Tender Offer is
24,285,714, representing 17.1 per cent. of the issued share capital of the
Company.  The Company and Panmure Gordon have received irrevocable undertakings
from Shareholders holding 98,231,750 Ordinary Shares, representing 69.2 per
cent. of the current issued ordinary share capital of the Company, that they
will not accept or procure the acceptance of the Tender Offer in respect of
their holdings of Ordinary Shares.  Therefore, the Tender Offer will enable
other Shareholders to sell 55.5 per cent of their holding of Tender Offer Shares
(the "Basic Amount").

A Tender Offer Shareholder may tender any number of Tender Offer Shares.
Individual tenders greater than the Basic Amount will be satisfied to the extent
that other eligible Shareholders tender less than the Basic Amount in respect of
their Tender Offer Shares.  In the event that more than 24,285,714 Tender Offer
Shares are tendered, tenders in excess of the Basic Amount will be scaled back
ratably.  Any fraction of a Tender Offer Share arising on such scaling back
shall be dealt with as Panmure Gordon shall in its absolute discretion
determine.

Completion of the Tender Offer is conditional upon, inter alia, the approval by
the Court of the proposed Capital Reduction.

Full details of the Tender Offer are given in Part 2 of the Circular.  Under the
terms of the Tender Offer:


(a)    the maximum number of Ordinary Shares subject to the Tender Offer shall
be 24,285,714 Ordinary Shares; and


(b)   the price to be paid for each Ordinary Share subject to the Tender Offer
shall be 35 pence, representing a premium of 20.7 per cent. over the closing
mid-market price of an InTechnology Ordinary Share on 29 October 2007, the day
before the announcement of the Proposals.

The Tender Offer is conditional on, inter alia, the approval by Shareholders of
Resolution 4 in the Notice and the Capital Reduction being confirmed by the
Court and taking effect by 5.00 p.m. 31 January 2008.  The Company and Panmure
Gordon have received irrevocable undertakings from Shareholders holding
98,231,750 Ordinary Shares, representing 69.2 per cent of the current issued
ordinary share capital of the Company, to vote in favour of Resolution 4 in the
Notice. If for any reason the Capital Reduction does not become effective by
5p.m. on 31 January 2008, the Tender Offer will not proceed.


4.         Capital Reduction and Cancellation

Resolutions 2 contained in the Notice seeks Shareholder approval for the Capital
Reduction and Resolution 3 contained in the Notice seeks Shareholder approval
for the Cancellation.  The Company has received irrevocable undertakings from
Shareholders holding 98,231,750 Ordinary Shares, representing 69.2 per cent. of
the current issued ordinary share capital of the Company, to vote in favour of
the Capital Reduction and the Cancellation.


EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time for receipt of Forms of Proxy                               29 November 2007 at 10 a.m.
General Meeting                                                         3 December 2007 at 10 a.m.
Final date for receipt of Tender Forms and share certificates for       21 January 2008 at 3.00 p.m.
certificated shares**
Transfer to escrow account of tendered uncertificated Tender Offer      21 January 2008 at 3.00 p.m.
Shares settled**
Record Date for Tender Offer*                                           Close of business on 21 January
                                                                        2008
Court hearing to confirm Capital Reduction*                             23 January 2008
Announcement of take-up level under Tender Offer**                      24 January 2008
Effective date for Capital Reduction**                                  By 28 January 2008
Purchase of Tender Offer Shares under the Tender Offer**                28 January 2008
CREST Account credited with Tender Offer proceeds**                     31 January 2008
Dispatch of cheques for Tender Offer proceeds**                         31 January 2008
Ordinary Shares delisted from AIM                                       By 1 February 2008

* These dates are dependent on, inter alia, the date upon which the Court
confirms the Capital Reduction and the Cancellation.  The Court hearing may be
subject to postponement by the Court.

** The Capital Reduction and Cancellation are subject to the approval of the
Court and will not take place if Court approval is not obtained.  If the Capital
Reduction is not approved by the Court, the Tender Offer will not take place.



DEFINITIONS


"AIM"                         AIM, a market operated by the London Stock Exchange
"Board"                       the directors of the Company
"Cancellation"                the proposed cancellation of the Deferred Shares as further detailed in the
                              Circular
"Capital Reduction"           the proposed reduction of the share premium account of the Company, as
                              further detailed in the Circular
"Court"                       the High Court of Justice in England
"Deferred Shares"             the 48,000,000 authorised and issued deferred shares of 1 pence each in the
                              capital of the Company
"De-listing"                  the cancellation of admission of the Ordinary Shares to trading on AIM
"General Meeting"             the general meeting of the Company convened for 10 a.m. on 3 December 2007,
                              notice of which is set out at the end of the Circular
"Notice"                      the notice of General Meeting set out at the end of the Circular
"Ordinary Shares"             the ordinary shares of 1 pence each in the capital of the Company
"Panmure Gordon"              Panmure Gordon (UK) Limited
"Proposals"                   the De-listing, Capital Reduction, Cancellation and Tender Offer
"Record Date"                 close of business on 21 January 2008
"Repurchase Agreement"        the agreement dated 8 November 2007 between the Company and Panmure Gordon
                              for the repurchase by the Company as an on market purchase, on the London
                              Stock Exchange, of the Ordinary Shares purchased by Panmure Gordon pursuant
                              to the Tender Offer
"Resolutions"                 the resolutions to be proposed at the General Meeting as set out in the
                              notice at the end of this document
"Shareholders"                holders of Ordinary Shares
"Tender Form"                 the form for use by Shareholders in connection with the Tender Offer
"Tender Offer"                the tender offer to Tender Offer Shareholders to be made by Panmure Gordon
                              on the terms and subject to the conditions set out in the Circular and also,
                              in the case of certificated Ordinary Shares, the Tender Form.
"Tender Offer Shares"         has the meaning ascribed to it in Part 2 of the Circular
"Tender Offer Shareholders"   Shareholders (other than certain overseas Shareholders) on the register of
                              members of the Company at the Record Date




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