TIDMVERO
RNS Number : 0016M
BV Acquisitions S.a.r.l.
17 May 2010
For immediate release
Not for release, publication or distribution, in whole or in part, DIRECTLY OR
INDIRECTLY in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
17 May 2010
RECOMMENDED CASH OFFER
FOR
VERO SOFTWARE PLC
BY
BV ACQUISITIONS SARL
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE
COMPANIES ACT 2006
SUMMARY AND HIGHLIGHTS:
· The sole manager of BV Acquisitions S.à.r.l. ("BV Acquisitions") and the
board of directors of Vero Software plc ("Vero") are pleased to announce that
they have today reached agreement on the terms of a recommended cash offer by BV
Acquisitions for the entire issued and to be issued ordinary share capital of
Vero to be effected by way of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act 2006.
· BV Acquisitions, established specifically for the purposes of making the
Offer, is beneficially wholly owned by the Battery Funds.
· Under the terms of the Offer, each Vero Shareholder on the register of
members at the Scheme Record Time will be classified as a Scheme Shareholder,
and accordingly, on the Scheme becoming Effective, will be entitled to receive
17.5 pence in cash for each Scheme Share held.
· The Proposals value the entire issued and to be issued ordinary share
capital of Vero at approximately GBP7.19 million (assuming the exercise in full
of the Warrant and all outstanding options under the Vero Share Option Schemes)
and the Offer Price represents:
(a) a premium of approximately 20.69 per cent. to the Closing Price of 14.5
pence per Vero Share on 15 September 2009 (being the last Business Day prior to
the commencement of the Offer Period);
(b) a premium of approximately 42.86 per cent. to the volume weighted average
price of 12.25 pence per Vero Share for the 3 months prior to 15 September 2009;
and
(c) a discount of approximately 2.78 per cent. to the Closing Price of 18
pence per Vero Share on 14 May 2010 (being the last Business Day prior to the
making of this announcement);
· The Vero Board, which has been so advised by Daniel Stewart & Company,
considers the terms of the Proposals to be fair and reasonable. In providing
its advice to the Vero Board, Daniel Stewart & Company has taken into account
the commercial assessments of the Vero Board.
· Accordingly, the Vero Board has unanimously agreed to recommend that
Vero Shareholders vote in favour of the resolutions relating to the Proposals at
the Court Meeting and the General Meeting, as each of the directors of Vero who
currently hold Vero Shares have irrevocably undertaken to do in respect of their
own beneficial shareholdings (or the shareholdings they control), amounting in
aggregate to 5,453,380 Vero Shares (representing approximately 14.64per cent. of
the existing issued share capital of Vero).
· In addition, BV Acquisitions has received irrevocable undertakings to
vote in favour of the Proposals from significant Vero Shareholders in respect
of, in aggregate, 18,274,657 Vero Shares, representing approximately 49.04 per
cent. of the existing issued share capital of Vero.
· In aggregate, therefore, BV Acquisitions has received irrevocable
undertakings to vote in favour of the Proposals in respect of 23,728,037 Vero
Shares, representing approximately 63.68 per cent. of the existing issued share
capital of Vero. Further details of these irrevocable undertakings are set out
below and in Appendix III to this announcement.
· It is intended that the Proposals will be implemented by means of a
Court-sanctioned scheme of arrangement between Vero and its shareholders under
Part 26 of the Companies Act 2006 (the "Scheme").
· Implementation of the Scheme will be subject, inter alia, to the
sanction of the Court and the approval of Vero Shareholders. The Scheme
Document, setting out full details of the Scheme and the procedures to be
followed by Vero Shareholders to approve the Scheme, together with the Forms of
Proxy, will be posted to Vero Shareholders and, for information only, to
participants in the Vero Share Option Schemes and to the Warrantholder, as soon
as practicable and in any event within 28 days from the date of this
announcement, unless otherwise agreed with the Panel.
· If the Scheme does not become Effective by 30 September 2010, the
Proposals will lapse except where the approval of Vero Shareholders at the Court
Meeting and the General Meeting is obtained before this date, in which case the
longstop date for the Proposals may be extended to such later date as BV
Acquisitions and Vero may agree and, if appropriate, the Court may approve.
· The Court Meeting and the General Meeting are expected to be held on or
around 23 June 2010 and, subject to the requisite Shareholder and Court
approvals being obtained, it is expected that the Scheme will become Effective
on or around 15 July 2010. All dates in this announcement which relate to
implementation of the Scheme are subject to the approval of the Court and are
therefore subject to change.
Commenting on the Offer on behalf of the Vero Board, Donald Babbs, Chief
Executive Officer of Vero, said:
"We are pleased to have received this cash offer totalling 17.5 pence per Vero
Share from BV Acquisitions and believe that it represents a good opportunity for
Vero Shareholders to realise value for their Vero Shares against a difficult
global economic trading environment. Accordingly, the Vero Board strongly
recommends that Vero Shareholders vote in favour of the recommended cash offer."
Commenting on the Offer on behalf of BV Acquisitions, Mr. R. David Tabors,
Manager of BV Acquisitions, said:
"We believe that Vero is a great company with strong operational management, but
that, given its size, operating environment and international focus, it would
fare better as a private company with a simplified and more cost effective
corporate structure. Our offer provides Vero Shareholders with a significant
premium over the value of their shares prior to the commencement of the Offer
Period."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement and the Appendices. Implementation of the
Scheme will be subject to the conditions set out in Appendix I to this
announcement and the further terms to be set out in the Scheme Document.
Appendix II contains the sources and bases of information used in this
announcement. Appendix III contains details of the irrevocable undertakings
received by BV Acquisitions. Certain definitions apply throughout this
announcement and your attention is drawn to Appendix IV at the end of this
announcement where these definitions are set out in full.
Enquiries:
BV Acquisitions S.à.r.l.
Mr. R. David Tabors Tel: +1 (781) 478 6600
Strand Hanson Limited (Financial Adviser to BV Acquisitions, Battery and the
Battery Funds)
Stuart Faulkner Tel: +44 (0) 207 409 3494
Matthew Chandler
Vero Software Plc
Donald Babbs Tel: +44 (0) 124 254 2040
Chief Executive Officer
Daniel Stewart & Company Plc (Financial Adviser to Vero)
Paul Shackleton Tel: +44 (0) 207 776 6550
The Proposals will be subject to the Conditions and to the further terms to be
set out in the Scheme Document. The Proposals are being made solely through the
Scheme Document, which will contain the full terms and conditions of the
Proposals, including details of how to vote in respect of the Proposals. Any
vote in relation to the Proposals should be made only on the basis of the
information contained in the Scheme Document. Vero Shareholders are advised to
read the Scheme Document carefully, once it has been dispatched.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively as financial adviser
to BV Acquisitions, Battery and the Battery Funds and no-one else in connection
with the Proposals and other matters described in this announcement and will not
be responsible to anyone other than BV Acquisitions, Battery and the Battery
Funds for providing the protections afforded to clients of Strand Hanson Limited
or for providing advice in relation to the Proposals, the contents of this
announcement or any other matter referred to herein.
Daniel Stewart & Company Plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Vero and no-one else in connection with the Proposals and other
matters described in this announcement and will not be responsible to anyone
other than Vero for providing the protections afforded to clients of Daniel
Stewart & Company Plc or for providing advice in relation to the Proposals, the
contents of this announcement or any other matter referred to herein.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND
DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The availability of the Offer and the release, publication and distribution of
this announcement in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdiction. Copies of this announcement and any formal
documentation relating to the Proposals are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying with English
law, the Code and the AIM Rules 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 United
Kingdom.
The Proposals relate to the shares of a United Kingdom company that is a
"foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act
and are proposed to be made by means of a scheme of arrangement under English
company law. Neither the proxy solicitation nor the tender offer rules under
the US Exchange Act will apply to the Proposals. Accordingly, the Scheme is
subject to the disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the requirements of
the proxy solicitation rules or the tender offer rules. Financial information
included in this announcement has been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be comparable with the
financial statements of US companies.
Cautionary note regarding forward-looking statements
This announcement may contain certain statements that are or may be
forward-looking with respect to the financial condition, results of operation(s)
and business of Vero and certain plans and objectives of the Vero Board and the
BV Acquisitions Board with respect thereto. These forward-looking statements
can be identified by the fact that they do not relate to historical or current
facts. Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of a similar meaning. These
estimates are based on assumptions and assessments made by the Vero Board and/or
the BV Acquisitions Board in light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such date.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking statements in
this announcement could cause actual results or developments to differ
materially from those expressed or implied by such forward-looking statements.
Although Vero and BV Acquisitions believe that the expectations reflected in
such forward-looking statements are reasonable, Vero and BV Acquisitions can
give no assurance that such expectations will prove to have been correct and
assume no obligation to update or correct the information contained in this
announcement and Vero and BV Acquisitions therefore caution you not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.
disclosure requirements OF THE CODE
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Vero or of any paper offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) Vero and (ii) any paper offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of Vero or of
a paper offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Vero or of any paper offeror must
make a Dealing Disclosure if the person deals in any relevant securities of Vero
or of any paper offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) Vero and (ii)
any paper offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Vero or a paper offeror, they will be deemed to be a single person
for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Vero and by any offeror and
Dealing Disclosures must also be made by Vero, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with normal United Kingdom market practice and subject to
applicable regulatory requirements, BV Acquisitions or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Vero Shares outside the United States, other than
pursuant to the Offer, prior to the Effective Date. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom and under applicable regulatory requirements.
In accordance with Rule 2.10 of the Code, Vero confirms that, as at the date of
this announcement, it has 37,261,166 ordinary shares of 0.5 pence each in issue
and admitted to trading on AIM under the ISIN reference GB0002678273.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on the website of Vero at www.vero-software.com by no
later than 12 noon on 18 May 2010.
The directors of Vero accept responsibility for all the information contained in
this announcement relating to themselves and members of their immediate
families, related trusts and persons connected with them, and to Vero. To the
best of the knowledge and belief of the directors of Vero (each of whom has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Mr R. David Tabors, the sole manager of BV Acquisitions, also being a managing
member and/or director of Battery, accepts responsibility for all of the
information contained in this announcement other than the information for which
the directors of Vero accept responsibility as stated above. To the best of the
knowledge and belief of the sole manager of BV Acquisitions (who has taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which he is responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Not for release, publication or distribution, in whole or in part, DIRECTLY OR
INDIRECTLY in, into or from any jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction
17 May 2010
RECOMMENDED CASH OFFER
FOR
VERO SOFTWARE PLC
BY
BV ACQUISITIONS SARL
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE
COMPANIES ACT 2006
1 Introduction
The sole manager of BV Acquisitions and the board of directors of Vero are
pleased to announce that they have today reached agreement on the terms of a
recommended cash offer by BV Acquisitions for the entire issued and to be issued
ordinary share capital of Vero. The Offer of 17.5 pence per Vero Share values
the existing issued and to be issued ordinary share capital of Vero at
approximately GBP7.19 million (assuming the exercise in full of the Warrant and
all outstanding options under the Vero Share Option Schemes).
The Offer is to be implemented by means of a Court-sanctioned scheme of
arrangement pursuant to Part 26 of the Companies Act 2006 (involving a reduction
of capital under section 648 of the Companies Act 2006). The Scheme requires the
approval of Scheme Shareholders at a meeting convened by the Court and the
subsequent sanction of the Court. The Scheme Document is expected to be posted
to Vero Shareholders shortly and the Scheme is expected to become Effective on
or around 15 July 2010.
BV Acquisitions is a private limited liability company, newly incorporated and
organised under the laws of Luxembourg, specifically formed at the direction of
Battery (on behalf of the Battery Funds) for the purposes of implementing the
Proposals. Further information on BV Acquisitions is set out in paragraph 8
below.
2 The Proposals
Under the Offer, which will be made on the terms and subject to the Conditions
set out below and in Appendix I to this announcement, and the full terms and
conditions to be set out in the Scheme Document, each Vero Shareholder holding
Vero Shares at the Scheme Record Time will receive:
17.5 pence in cash for each Vero Share
The Offer values the entire issued and to be issued ordinary share capital of
Vero at approximately GBP7.19 million (assuming the exercise in full of the
Warrant and all outstanding options under the Vero Share Option Schemes) and the
Offer Price represents:
(a) a premium of approximately 20.69 per cent. to the Closing Price of 14.5
pence per Vero Share on 15 September 2009 (being the last Business Day prior to
the commencement of the Offer Period);
(b) a premium of approximately 42.86 per cent. to the volume weighted average
price of 12.25 pence per Vero Share for the 3 months prior to 15 September 2009;
and
(c) a discount of approximately 2.78 per cent. to the Closing Price of 18
pence per Vero Share on 14 May 2010 (being the last Business Day prior to this
announcement).
3 Reasons for the Proposals and future plans for Vero
BV Acquisitions is confident in the overall prospects for Vero's operating
businesses and key product offerings, but believes that Vero will be better
suited to a private company environment, where management will be able to
concentrate on the more efficient delivery of their medium term business plan,
free from the requirement to meet the public equity market's expectations. In
addition, BV Acquisitions believes that, as a small UK quoted company, with
significant overseas operations including Italy, Japan and North America, Vero
will struggle to attract the research coverage, liquidity and level of market
rating that would make retaining its existing listing worthwhile.
BV Acquisitions intends to seek to continue to grow Vero's contracted revenue
base (both organically and, potentially, by identifying attractive bolt-on
acquisition opportunities), whilst improving overall trading performance and
investing in the development of the existing product portfolio. BV Acquisitions
believes that it can provide Vero with more stable, flexible and less costly
financial support and benefit from the elimination of the many expenses
associated with maintaining a UK public listing, thereby enhancing value for its
investors in the longer term. BV Acquisitions, on completion of the Offer, will
undertake a full strategic and operational review of Vero in conjunction with
Vero's executive management team.
4 Background to and reasons for the recommendation of the Proposals
The Vero Group has benefited from a consistently strong key product offering
which, aligned with growing and recurring maintenance revenues, has improved the
overall revenues and profitability of the Vero Group although this was set back
in 2009 by the challenges of the current global economic environment.
Nevertheless, the Vero Board believes that it has not been possible to achieve
the requisite growth in size and scale quickly enough, through either organic or
acquisition driven means, to achieve sufficient scale to be able to continue to
justify the Vero Group's status as a UK listed company, with the regulation and
cost burden that this entails.
In addition, the Vero Board believes that any future exogenous shock to the
business, while not anticipated, would be more difficult for the Vero Group to
withstand as a listed company. Although the Vero Board is confident that the
products offered by Vero are attractive, and believes in the potential for long
term further growth offered in international markets, it also recognises that
the current global economic recovery is fragile and the outlook uncertain and
such trading conditions are unlikely to improve materially in the short term.
Whilst the Vero Board believes that there is scope for long term growth and
expansion, the obstacles associated with achieving both further growth and
overseas expansion are, for a small company, greater than in the past. In
particular, financial barriers to obtaining appropriate credit facilities of a
reasonable quantum and on acceptable terms is unlikely to ease in the short to
medium term. Much of the Vero Group's historic growth has come from achieving
sensible acquisitions with suitable finance. The Vero Board recognises that the
Vero Group as a relatively small organisation should, with the backing and
resources of a large financial sponsor such as the Battery Funds, gain
additional credibility and market presence and subsequently be better placed to
achieve growth in its core business.
As a result of these factors, the Vero Board has concluded that Vero would be
better placed to achieve the opportunities available to it in an off-market
context and hence considers that the Offer represents a good opportunity for
Vero Shareholders to realise a fair and reasonable value for their Vero Shares
in the current difficult and fragile global economic conditions.
The Cash Consideration represents a certain exit for Vero Shareholders at a
42.86 per cent. premium to the average Closing Price over the three months prior
to 15 September 2009 (being the last Business Day prior to the commencement of
the Offer Period). The Vero Board considers that this attractive premium
reflects the reasonably modest prospects for Vero Shareholders, in light of the
background and circumstances referred to above.
Taking all of the above factors into account, the Vero Board believes that the
Proposals are in the best interests of Vero Shareholders and therefore
unanimously recommends that Vero Shareholders vote in favour of the Proposals.
5 Recommendation
The Vero Board, who have been so advised by Daniel Stewart & Company, consider
the terms of the Proposals to be fair and reasonable. In providing its advice
to the Vero Board, Daniel Stewart & Company has taken into account the
commercial assessments of the Vero Board.
Accordingly, the Vero Board has unanimously agreed to recommend that Vero
Shareholders vote in favour of the resolutions relating to the Proposals at the
Court Meeting and the General Meeting, as each of the directors of Vero who
currently hold Vero Shares have irrevocably undertaken to do in respect of their
own beneficial shareholdings (or the shareholdings they control), amounting in
aggregate to 5,453,380Vero Shares (representing approximately 14.64 per cent. of
the existing issued share capital of Vero). Further details of these
irrevocable undertakings are set out in paragraph 6 below and in Appendix III to
this announcement.
The Scheme Document, which will be posted to Vero Shareholders as soon as
reasonably practicable following the date of this announcement, will contain,
inter alia, details of the Scheme and notices of the Meetings.
6 Irrevocable undertakings
BV Acquisitions has received irrevocable undertakings to: (i) vote (or procure
the vote) in favour of the Scheme at the Court Meeting; and (ii) vote in favour
of the resolutions required to implement the Scheme to be proposed at the
General Meeting, from the persons referred to below in respect of, in aggregate,
23,728,037 Vero Shares, representing approximately 63.68 per cent. of the
existing issued share capital of Vero.
The directors of Vero who beneficially hold Vero Shares as at the date of this
announcement, namely, Donald Babbs, Gerard O'Driscoll, Stephen Palframan and
Elliot Miller, have entered into irrevocable undertakings with BV Acquisitions
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 Proposals are implemented by way of a Takeover Offer, to accept, or
procure the acceptance of such offer) in respect of their entire beneficial
shareholdings in the share capital of Vero, amounting in aggregate to 5,453,380
Vero Shares, representing approximately 14.64 per cent. of the existing issued
share capital of Vero. These irrevocable undertakings do not lapse in the event
of a Competing Offer or a Higher Competing Offer.
BV Acquisitions has also received 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 Proposals are implemented by way of a Takeover Offer, to
accept, or procure the acceptance of such offer) from the following:
(a) Peter Gyllenhammar and his related entities in respect of 8,553,722 Vero
Shares;
(b) Artemis Investment Management in respect of 2,325,582 Vero Shares;
(c) Foresight Group in respect of 640,233 Vero Shares;
(d) Ezio Galardo in respect of 3,162,037 Vero Shares;
(e) Sabrina Galardo in respect of 1,089,916 Vero Shares;
(f) Caterina Alberico in respect of 233,437 Vero Shares;
(g) Marino Cignetti in respect of 1,259,866 Vero Shares; and
(h) Nicoletta Santia in respect of 1,009,864 Vero Shares,
representing, in aggregate, 18,274,657 Vero Shares and approximately 49.04 per
cent. of the existing issued share capital of Vero. With the exception of the
irrevocable undertakings received from Artemis Investment Management and
Foresight Group, the above irrevocable undertakings do not lapse in the event of
a Competing Offer or a Higher Competing Offer.
No shareholder who has entered into an irrevocable undertaking with BV
Acquisitions is acting in concert with BV Acquisitions. The directors of Vero
who have entered into irrevocable undertakings with BV Acquisitions are acting
in concert with Vero.
Further details of the irrevocable undertakings received by BV Acquisitions
(including the circumstances in which they will cease to remain binding) are set
out in Appendix III to this announcement.
7 Information relating to the Vero Group
Incorporated on 5 November 1997, Vero is a business which designs, develops and
supplies software enabling mechanical design and manufacturing that is
specialised for a range of niche sectors such as the mould and die making
sector. Vero's software products incorporate specific process knowledge that
enables the designer or machinist to achieve complex and precise components in a
more time efficient manner than those used by more generic CAD/CAM systems. The
Vero Group operates globally from its headquarters in Cheltenham, United
Kingdom, and its offices in Italy, France, USA, Canada, Japan and China. It is
a public company whose shares have been admitted to trading on AIM since 3 April
1998.
In its latest financial year to 31 December 2009, the Vero Group achieved total
revenue of GBP12.81 million (2008: GBP13.91 million) and a profit on ordinary
activities after taxation of GBP0.74 million (2008: GBP0.85 million). As at 31
December 2009, total assets were GBP17.34 million (2008: GBP17.65 million) with
net assets of GBP7.21 million (2008: GBP6.64 million) and net debt of GBP2.18
million (2008: GBP2.86 million).
The total number of Vero Shares in issue as at the date of this announcement is
37,261,166 and there are approximately 300 registered shareholders. The market
capitalisation of Vero, based on the mid-market price of a Vero Share of 18
pence as at the close of business on 14 May 2010 (being the last Business Day
prior to this announcement) was approximately GBP6.71 million.
Current trading and prospects
The Chairman of Vero has stated that 2009 was the most serious market downturn
for Vero since its formation in 1988. It has weathered many recessions in that
period and maintained a growing outlook. The severity of the 2009 downturn was
countered by strong recurring revenues, the use of technology as a prime mover
in reducing costs and the growing requirement on customers during harder times
to produce new models of their products.
Although there are some signs of recovery in Europe and China, many of the Vero
Group's major markets remain cautious, with 2010 investment forecasts in mould
and stamping technologies remaining at similar levels to last year. Initial
2010 trading reflects this continuing lack of market confidence.
The Board currently anticipates that the fragile global economy may well have an
impact on the Vero Group's future rate of growth. Further details of Vero's
performance are set out in its Preliminary Results released on 10 May 2010.
Further financial and other information on Vero will be set out in the Scheme
Document.
8 Information relating to BV Acquisitions
BV Acquisitions is a private company incorporated with limited liability
(société à responsabilité limitée) on 3 March 2010 and organised under the laws
of the Grand Duchy of Luxembourg. It is registered with the Luxembourg Register
of Commerce and Companies under the number B 151775 and has been established
specifically for the purpose of implementing the Proposals.
The current authorised share capital of BV Acquisitions is EUR12,500 divided
into 12,500 issued shares of EUR1 each, which are held equally by each of
Battery VIII and Battery VIII Side Fund.
BV Acquisitions has not traded since its date of incorporation, has paid no
dividends and has not entered into any obligations other than in connection with
the Proposals and the financing of the Proposals. The sole manager of BV
Acquisitions is Mr. R. David Tabors. BV Acquisitions does not currently have
any subsidiaries or subsidiary undertakings.
Further information concerning BV Acquisitions, Battery and the Battery Funds
will be set out in the Scheme Document.
9 Information relating to Battery Ventures and the Battery Funds
Battery Ventures
Since 1983, nine investment funds (beginning with Battery Ventures, L.P. until,
most recently, the Battery Funds) have been investing in technology and
innovation worldwide (collectively, "Battery Ventures"). Battery Ventures
partners with entrepreneurs and management teams across technology sectors,
geographies and various stages of a company's life, from start-up and expansion
financing, to growth equity and buyouts. Battery Ventures has supported many
technology-driven companies around the world and its current portfolio includes
both emerging firms and more established companies.
From its United States offices in Boston and Silicon Valley and its office in
Israel, Battery Ventures has raised nearly US$3 billion since its inception and
is currently investing Battery VIII, a US$750 million fund and its parallel
fund, Battery VIII Side Fund.
More information is available at www.battery.com.
Battery Funds
Battery VIII and Battery VIII Side Fund are limited partnerships established on
2 July 2007 and 15 August 2008 respectively and organised under the laws of the
State of Delaware, USA. The funds primarily make equity and equity-related
investments within a variety of businesses, principally in the technology
sector.
The Battery Funds are managed by their general partners, Battery Partners VIII,
LLC and Battery Partners VIII Side Fund, LLC, respectively, which are
responsible for all investment and divestment decisions made by the funds. In
respect of the Proposals, Mr R. David Tabors is the designated managing member
of both Battery Partners VIII, LLC and Battery Partners VIII Side Fund, LLC.
10 Financing of the Proposals
It is currently anticipated that the cash consideration payable under the terms
of the Proposals will be entirely financed by equity funding from the Battery
Funds to BV Acquisitions.
Full implementation of the Proposals would result in a Total Cash Consideration
amount of approximately GBP7.19 million being payable by BV Acquisitions to
Scheme Shareholders, participants in the Vero Share Option Schemes (assuming
exercise in full of all outstanding options under the Vero Share Option Schemes)
and to the Warrantholder pursuant to the Warrant.
Strand Hanson, financial adviser to BV Acquisitions, is satisfied that
sufficient financial resources are available to BV Acquisitions to enable it to
satisfy in full the Total Cash Consideration.
11 Vero Share Option Schemes and the Warrant
Participants in the Vero Share Option Schemes and the Warrantholder will be
contacted shortly regarding the effect of the Scheme on their rights under the
share option schemes and the warrant instrument (as the case may be) and
appropriate proposals will be made to those participants and the Warrantholder
in due course.
12 Structure and implementation of the Proposals
Process
It is intended that the Offer will be implemented by means of a Court-sanctioned
scheme of arrangement between Vero and its shareholders under Part 26 of the
Companies Act 2006. The purpose of the Scheme is to provide for BV Acquisitions
to become the owner of the whole of the share capital of Vero in issue
immediately prior to the Scheme becoming Effective. This is to be achieved by
the cancellation of the Scheme Shares and the application of the reserve arising
from such cancellation in paying up in full a number of New Vero Shares (which
is equal to the number of Scheme Shares cancelled) and issuing the same to BV
Acquisitions, in consideration for which the Scheme Shareholders will receive
cash consideration on the basis set out in paragraph 2 of this announcement.
The implementation of the Proposals will be subject to the satisfaction or
waiver of each of the Conditions and the further terms to be set out in the
Scheme Document. In particular, the Scheme will require the approval of Vero
Shareholders by the passing of a resolution at the Court Meeting. The
resolution must be approved by a majority in number of those Scheme Shareholders
present and voting, either in person or by proxy, at the Court Meeting
representing 75 per cent. or more in value of all Scheme Shares voted.
Implementation of the Proposals will also require the passing of the Special
Resolutions which will require the approval of Vero Shareholders representing at
least 75 per cent. of the votes cast at the General Meeting.
Following the Meetings, the Scheme will become Effective following sanction by
the Court and delivery of the Scheme Court Order and the Reduction Court Order
to the Registrar of Companies and, in relation to the Reduction Court Order, the
registration of such order by the Registrar of Companies.
Upon the Scheme becoming Effective, it will be binding on all Vero Shareholders,
irrespective of whether or not, being entitled to do so, they attended or voted
at the Court Meeting and/or the General Meeting and share certificates in
respect of Vero Shares will cease to be valid and entitlements to Vero Shares
held within the CREST system will be cancelled.
The Scheme will contain a provision for BV Acquisitions to 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.
As part of the implementation of the Proposals, it is anticipated that
application will be made to the London Stock Exchange for the cancellation of
the admission to trading on AIM of the Vero Shares immediately following the
Scheme becoming Effective and that Vero will be re-registered as a private
limited company, as detailed in paragraph 16 below.
Anticipated timetable
Vero anticipates that:
(a) it will despatch the Scheme Document, together with the Forms of Proxy, to
Vero Shareholders and, for information only, to the Warrantholder and holders of
options granted under the Vero Share Option Schemes within 28 days from the date
of this announcement (or such later date as may be agreed with the Panel);
(b) the Court Meeting and General Meeting will take place on or around 23 June
2010; and
(c) subject to the Scheme becoming unconditional and Effective in accordance
with its terms, the Proposals are expected to be Effective on or around 15 July
2010, with the Cash Consideration being payable to Vero Shareholders under the
Proposals no later than 14 days after the Effective Date.
The timing of events which relate to the implementation of the Proposals is,
however, subject to the approval of the Court and therefore subject to change.
A full anticipated timetable will be set out in the Scheme Document.
If the Proposals do not become effective by 30 September 2010, the Proposals
will lapse except where the approval of Vero Shareholders at the Court Meeting
and General Meeting is obtained before this date, in which case the longstop
date for the Proposals may be extended to such later date as BV Acquisitions and
Vero may agree and, if appropriate, the Court may approve.
13 Management, employees and locations
BV Acquisitions has given assurances to the Vero Board that, on the Scheme
becoming Effective, the existing rights of employees of Vero, including pension
rights, will be observed, at least to the extent required by applicable law.
Further, BV Acquisitions has no current intention, subject to the outcome of the
strategic and operational review referred to in paragraph 3 above, to change the
principal locations of the Vero Group's existing places of business and no
proposals currently exist to materially change the terms and conditions of
employment of any of Vero's employees. Nor does BV Acquisitions currently
intend to redeploy the fixed assets of Vero to an extent that would have a
material impact on the business of Vero.
Following the Scheme becoming Effective, the employee resources of the Vero
Group will be considered as part of BV Acquisitions' strategic and operational
review process as referred to in paragraph 3 above. The non-executive directors
of Vero, Stephen Palframan and Elliot Miller, have agreed to resign with effect
from the Effective Date. They will each receive three months' remuneration by
way of compensation.
14 Implementation Agreement
BV Acquisitions and Vero have entered into an Implementation Agreement in
relation to the implementation of the Proposals and related matters. Pursuant
to the Implementation Agreement, BV Acquisitions and Vero have agreed, inter
alia, to take all such steps and actions and prepare all such documents
necessary for the implementation of the Proposals on a timely basis in
accordance with an agreed indicative timetable and in accordance with the terms
of the Implementation Agreement and the requirements of the Code, the Court and
applicable law and regulations.
The Implementation Agreement also contains certain assurances and confirmations
between BV Acquisitions and Vero, including undertakings regarding the conduct
of the business of the Vero Group prior to the earlier of the Effective Date and
the termination of the Implementation Agreement. Further information regarding
the Implementation Agreement will be set out in the Scheme Document.
15 Inducement fee
Under the terms of the Implementation Agreement as a pre-condition to BV
Acquisitions agreeing to announce the Scheme, Vero has agreed to pay to BV
Acquisitions a fee representing one per cent. of the Total Cash Considerationif
following the date of this announcement, any of the following events occur:
(a) a Competing Offer is announced for the purposes of Rule 2.5 of the Code
and BV Acquisitions notifies Vero that it does not intend to proceed with the
Proposals;
(b) Vero, or any of its subsidiary undertakings or any of its or their
respective directors, employees, advisers, agents or representatives are in
breach of any of the non-solicitation provisions of the Exclusivity Agreement or
the Implementation Agreement and BV Acquisitions notifies Vero that it does not
intend to proceed with the Proposals;
(c) the Vero Board (or any committee of the Vero Board) withdraws or adversely
modifies for whatever reason the terms of its recommendation of the Proposals or
agrees to resolve to recommend a Competing Offer; or
(d) Vero, without BV Acquisitions' prior written consent, takes any action or
proposes to Vero Shareholders any action which may result in the Proposals being
frustrated or not implemented (including any of the actions referred to in Rule
21 of the Code).
16 Delisting and re-registration
It is intended that BV Acquisitions will procure that Vero will make an
application to the London Stock Exchange for the cancellation of the admission
to trading of the Vero Shares on AIM, with effect from the Effective Date.
Subject to the Scheme becoming Effective, share certificates in respect of Vero
Shares will cease to be valid and entitlements to Vero Shares held within the
CREST system will be cancelled on the Effective Date.
It is also intended that, immediately following the Scheme becoming Effective,
and after the shares in the capital of Vero have been delisted from AIM, Vero
will be re-registered as a private limited company.
17 Overseas shareholders
Vero Shareholders who have registered addresses in or who are resident in, or
who are citizens of, countries other than the United Kingdom should consult
their independent professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to participate in the Scheme. If a Vero Shareholder is in any doubt
as to his eligibility to participate in the Scheme, he should contact his
independent professional adviser immediately.
The availability of the Scheme to persons resident in, or citizens of,
jurisdictions outside the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements. It is
the responsibility of each of the Vero Shareholders who are not resident in the
United Kingdom to satisfy themselves as to the full observance of the laws of
the relevant jurisdiction in connection therewith, including the obtaining of
any governmental exchange control or other consents which may be required or
compliance with other necessary formalities which are required to be observed
and the payment of any issue, transfer or other taxes due in such jurisdiction.
Any failure to comply with such applicable requirements may constitute a
violation of the securities laws of any such jurisdictions.
This announcement has been prepared for the purposes of complying with English
law and the Code and the information disclosed may be different from that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside England.
18 Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Vero or of any paper offeror (being any offeror
other than an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the offer period and, if later, following the
announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities of
each of (i) Vero and (ii) any paper offeror(s). An Opening Position Disclosure
by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror is first
identified. Relevant persons who deal in the relevant securities of Vero or of
a paper offeror prior to the deadline for making an Opening Position Disclosure
must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of Vero or of any paper offeror must
make a Dealing Disclosure if the person deals in any relevant securities of Vero
or of any paper offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) Vero and (ii)
any paper offeror, save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of Vero or a paper offeror, they will be deemed to be a single person
for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Vero and by any offeror and
Dealing Disclosures must also be made by Vero, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should contact
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
19 Disclosure of interests in Vero
BV Acquisitions has no disclosures that are required to be made under Rule
8.1(a) of the Code.
Except as disclosed below, as at the close of business on 14 May 2010, the
latest practicable Business Day prior to this announcement, neither BV
Acquisitions nor any of the managers of BV Acquisitions nor, so far as BV
Acquisitions is aware, any person acting in concert with BV Acquisitions has:
(a) any interest in or right to subscribe for any relevant Vero securities;
(b) any short positions in respect of any Vero securities (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;
(c) borrowed or lent any relevant Vero securities (save for any borrowed
shares which have been either on-lent or sold); or
(d) any arrangement in relation to any relevant Vero securities.
For these purposes, "arrangement" also includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature, relating to relevant Vero securities which is, or may be, an inducement
to deal or refrain from dealing in such securities.
It has not been practicable for BV Acquisitions to make enquiries of all persons
who are, or may be presumed to be, acting in concert with BV Acquisitions for
the purposes of the Proposals in order to include all relevant details in
respect of such persons in an Opening Position Disclosure by BV Acquisitions.
Any such additional interest(s) or dealing(s) will be discussed with the Panel
and, if appropriate, will be disclosed in the Scheme Document or announced if
requested by the Panel.
20 General
The Scheme Document will be posted to Vero Shareholders as soon as practicable
and in any event within 28 days of the date of this announcement, unless
otherwise agreed with the Panel.
The Scheme will be subject to the requirements of the Code and will be on the
terms and subject to the Conditions set out in Appendix I to this announcement
and to be set out in the Scheme Document. The Scheme Document will include full
details of the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable and will be accompanied by Forms of
Proxy for the Meetings.
In deciding whether or not to vote in favour of the Scheme in respect of their
Vero Shares, Vero Shareholders should rely on the information contained in, and
follow the procedures described in, the Scheme Document and the Forms of Proxy.
Enquiries:
BV Acquisitions S.à.r.l.
Mr. R. David Tabors Tel: +1 (781) 478 6600
Strand Hanson Limited (Financial Adviser to BV Acquisitions, Battery and the
Battery Funds)
Stuart Faulkner Tel: +44 (0)
207 409 3494
Matthew Chandler
Vero Software Plc
Donald Babbs, Chief Executive Officer Tel: +44 (0) 124 254 2040
Daniel Stewart & Company Plc (Financial Adviser to Vero)
Paul Shackleton Tel: +44 (0) 207
776 6550
This announcement has been prepared for the purpose of complying with English
law, the Code and the AIM Rules 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 United
Kingdom.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for BV Acquisitions,
Battery and the Battery Funds and no one else in connection with the Proposals
and other matters described in this announcement and will not be responsible to
anyone other than BV Acquisitions, Battery and the Battery Funds for providing
the protections afforded to clients of Strand Hanson Limited or for providing
advice in relation to the Proposals, the contents of this announcement or any
other matter referred to herein.
Daniel Stewart & Company Plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Vero and
no one else in connection with the Proposals and other matters described in this
announcement and will not be responsible to anyone other than Vero for providing
the protections afforded to clients of Daniel Stewart & Company Plc or for
providing advice in relation to the Proposals, the contents of this announcement
or any other matter referred to herein.
The Proposals are being made solely through the Scheme Document which will
contain the full terms and conditions of the Scheme, including details of how to
vote in respect of the Proposals. Vero Shareholders are advised to read the
formal documentation in relation to the Proposals carefully once it has been
dispatched. In deciding whether or not to approve the Scheme, Vero Shareholders
must rely solely on the terms and conditions of the Proposals and the
information contained, and the procedures described, in the Scheme Document.
Vero Shareholders are advised to read the Scheme Document carefully, once it has
been dispatched.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO AND
DOES NOT CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO
SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN
CONTRAVENTION OF APPLICABLE LAW.
The availability of the Offer and the release, publication and distribution of
this announcement in jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons who are not
resident in the United Kingdom and into whose possession this announcement comes
should inform themselves about and observe any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the securities
laws of any such jurisdiction. Copies of this announcement and any formal
documentation relating to the Proposals are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send it in, into or from any Restricted Jurisdiction.
In accordance with normal United Kingdom market practice, BV Acquisitions or its
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Vero Shares outside the United
States, other than pursuant to the Offer, prior to the Effective Date. These
purchases may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will be
disclosed as required in the United Kingdom and under applicable regulatory
requirements.
The Proposals relate to the shares of a UK company that is a "foreign private
issuer" as defined under Rule 3b-4 under the US Exchange Act and are proposed
to be made by means of a scheme of arrangement under English company law.
Neither the proxy solicitation nor the tender offer rules under the US Exchange
Act will apply to the Proposals. Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in the United Kingdom to
schemes of arrangement, which differ from the requirements of the proxy
solicitation rules or the tender offer rules. Financial information included in
this announcement has been prepared in accordance with accounting standards
applicable in the UK that may not be comparable with the financial statements of
US companies.
Appendix I sets out the Conditions to implementation of the Proposals.
Appendix II sets out the bases and sources of information from which the
financial calculations used in this announcement have been derived.
Appendix III contains certain details relating to the irrevocable undertakings
given by certain Vero Directors and Vero Shareholders.
Appendix IV contains the definitions of terms used in this announcement.
Cautionary note regarding forward looking statements
This announcement may contain certain statements that are or may be forward
looking with respect to the financial condition, results of operation(s) and
business of Vero and certain plans and objectives of the Vero Board and the BV
Acquisitions Board with respect thereto. These forward looking statements can
be identified by the fact that they do not relate to historical or current
facts. Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of a similar meaning. These
estimates are based on assumptions and assessments made by the Vero Board and/or
the BV Acquisitions Board in light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate.
The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such date.
By their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking statements in
this announcement could cause actual results or developments to differ
materially from those expressed or implied by such forward looking statements.
Although Vero and BV Acquisitions believe that the expectations reflected in
such forward-looking statements are reasonable, Vero and BV Acquisitions can
give no assurance that such expectations will prove to have been correct and
assume no obligation to update or correct the information contained in this
announcement and Vero and BV Acquisitions therefore caution you not to place
undue reliance on these forward-looking statements which speak only as at the
date of this announcement.
In accordance with Rule 2.10 of the Code, Vero confirms that, as at the date of
this announcement, it has 37,261,166 ordinary shares of 0.5 pence each in issue
and admitted to trading on AIM under ISIN reference GB0002678273.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published, subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on the website of Vero at www.vero-software.comby no
later than 12 noon on 18 May 2010.
The directors of Vero accept responsibility for all the information contained in
this announcement relating to themselves and members of their immediate
families, related trusts and persons connected with them, and to Vero. To the
best of the knowledge and belief of the directors of Vero (each of whom has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement for which they accept responsibility is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Mr R. David Tabors, the sole manager of BV Acquisitions, also being a managing
member and/or director of Battery, accepts responsibility for all of the
information contained in this announcement other than the information for which
the directors of Vero accept responsibility as stated above. To the best of the
knowledge and belief of the sole manager of BV Acquisitions (who has taken all
reasonable care to ensure that such is the case), the information contained in
this announcement for which he is responsible is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Appendix I
Conditions and certain further terms to the Implementation of the Scheme and the
Proposals
The Proposals are conditional upon the Scheme becoming unconditional and
becoming Effective, subject to the Code, by not later than 30 September 2010 or
such later date, if any, as BV Acquisitions and Vero may with the consent of the
Panel agree and (if required) the Court may allow.
Part A: Conditions to the Scheme
1 The Scheme is conditional upon:
(a) approval of the Scheme by a majority in number, representing
three-fourths or more in value of the holders of Scheme Shares (or the relevant
class or classes thereof), present and voting, either in person or by proxy, at
the Court Meeting (or at any adjournment of such meeting);
(b) all resolutions required to implement the Scheme and set out in the
notice of the General Meeting being duly passed by the requisite majority at the
General Meeting (or at any adjournment of such meeting) and not being
subsequently revoked;
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to Vero
and BV Acquisitions), and an office copy of the Court Order sanctioning the
Scheme being delivered for registration with the Registrar of Companies; and
(d) the confirmation of the Reduction of Capital (with or without
modification but subject to any modification being on terms acceptable to Vero
and BV Acquisitions), and an office copy of the Court Order confirming the
Reduction of Capital and the Statement of Capital attached thereto being
delivered for registration with the Registrar of Companies.
Part B: Conditions to the Proposals
2 Subject to Part C below, the Proposals will also be conditional
upon the following matters, and, accordingly, the Court Order will not be
delivered to the Registrar of Companies unless such Conditions (as amended as
appropriate) have been satisfied (where capable of satisfaction) or waived:
(a) the European Commission not having made a decision that in
connection with the Offer, or any matter arising therefrom, it will initiate
proceedings under article 6(1)(c) of Council Regulation (EC) 139/2004 (the
"Regulation");
(b) in the event that a request under article 9(2) of the Regulation
has been made by the Office of Fair Trading, the European Commission indicating,
in terms reasonably satisfactory to BV Acquisitions, that it does not intend to
refer the Offer, or any aspect of the Offer, to the Office of Fair Trading in
accordance with article 9(3) of the Regulation, but in the event of a referral
of the Offer, or any aspect of the Offer, to the Office of Fair Trading in
accordance with article 9(3) of the Regulation, the Office of Fair Trading
adopting a decision in terms reasonably satisfactory to BV Acquisitions not to
refer any matter arising therefrom or relating thereto to the UK Competition
Commission;
(c) save in respect of Conditions 2(a) and 2(b) above, all
notifications and filings which are necessary by BV Acquisitions having been
made in connection with the Proposals, all necessary waiting periods (including
any extension to them) under any applicable legislation or regulations of any
jurisdiction having expired, lapsed or been terminated, all necessary statutory
or regulatory obligations in any jurisdiction having been complied with and all
Authorisations which in each case are necessary by BV Acquisitions for or in
respect of the Offer, its implementation or any acquisition of any shares in, or
control of, Vero or any member of the Wider Vero Group by any member of the
Wider BV Acquisitions Group having been obtained in terms and in a form
reasonably satisfactory to BV Acquisitions from all Relevant Authorities or
persons with whom any member of the Wider Vero Group has entered into
contractual arrangements (other than contractual arrangements which have been
Fairly Disclosed) in each case where the direct consequence of a failure to make
such notification or filing or to wait for the expiry, lapse or termination of
any such waiting period or to comply with such obligation or obtain such
Authorisation from such a person would have a material adverse effect on the
Wider Vero Group taken as a whole, and all such Authorisations, together with
all Authorisations necessary to carry on the business of any member of the Wider
Vero Group, remaining in full force and effect at the time when the Scheme
becomes effective and there being no intimation of any intention to revoke or
not to renew, withdraw, suspend, withhold, modify or amend the same in
consequence of the Scheme becoming Effective;
(d) save in respect of Conditions 2(a) and 2(b) above, no Relevant
Authority having instituted, implemented or threatened any action, suit,
proceedings, investigation, reference or enquiry, or enacted, made or proposed
any statute, regulation, order or decision, or having taken any other steps or
measures that would or might reasonably be expected to, in any case which would
be material in the context of the Wider Vero Group or the Wider BV Acquisitions
Group, as the case may be, when taken as a whole:
(i) make the Proposals, their implementation or the acquisition or
proposed acquisition of any shares or other securities in, or control over, Vero
or any member of the Wider Vero Group by BV Acquisitions or any member of the
Wider BV Acquisitions Group, illegal, void or unenforceable under the laws of
any relevant jurisdiction or otherwise directly or indirectly materially
restrict, restrain, prohibit, delay, frustrate or interfere in the
implementation of or impose additional material conditions or obligations with
respect to or otherwise materially challenge the Proposals or such proposed
acquisition in any case in a manner which is material in the context of the
Wider Vero Group when taken as a whole (including without limitation, taking any
steps which would entitle the Relevant Authority to require BV Acquisitions to
dispose of all or some of its Vero Shares or restrict the ability of BV
Acquisitions to exercise voting rights in respect of some or all of such Vero
Shares);
(ii) require, prevent or materially delay a divestiture by any member
of the Wider BV Acquisitions Group of any shares or other securities in Vero;
(iii) impose any limitation on, or result in a delay in, the ability of
BV Acquisitions or Vero or any member of the Wider BV Acquisitions Group to
acquire or hold or exercise effectively, directly or indirectly, any rights of
ownership of shares or other securities in any member of the Wider Vero Group or
voting rights or management control over any member of the Wider Vero Group;
(iv) require, prevent or delay a divestiture by any member of the Wider
BV Acquisitions Group or the Wider Vero Group of all or any material portion of
their respective businesses, assets or properties or impose any material
limitation on the ability of any of them to conduct their respective businesses
or own their respective assets or properties;
(v) result in any member of the Wider Vero Group or the Wider BV
Acquisitions Group ceasing to be able to carry on the business under any name
under which it presently does so;
(vi) impose any material limitation on the ability of any member of the
Wider BV Acquisitions Group or of the Wider Vero Group to integrate or
co-ordinate its business, or any part of it, with the businesses or any part of
the businesses of any other member of the Wider BV Acquisitions Group or of the
Wider Vero Group;
(vii) otherwise affect any or all of the businesses, assets, prospects
or profits of any member of the Wider BV Acquisitions Group or any member of the
Wider Vero Group in a manner which is material and adverse to the relevant Group
taken as a whole; or
(viii) except pursuant to Chapter 3 of Part 28 of the Companies Act
2006, require any member of the Wider Vero Group or the Wider BV Acquisitions
Group to offer to acquire any shares or other securities owned by any third
party in any member of the Wider Vero Group by any third party;
and all applicable waiting and other time periods during which any such Relevant
Authority could institute, or implement or threaten any proceedings, suit,
investigation or enquiry or enact, make or propose any such statute, regulation
or order or take any other such step having expired, lapsed or been terminated;
(e) except as Fairly Disclosed, there being no provision of any
Authorisation or other instrument to which any member of the Wider Vero Group is
a party, or by or to which any such member, or any of its assets, is bound or
subject, which could or might reasonably be expected to as a consequence of the
Proposals or of the proposed acquisition by BV Acquisitions of any shares or
other securities in, or control of, Vero, result, in any case to an extent which
is material in the context of the Vero Group taken as a whole, in:
(i) any assets or interests of any member of the Wider Vero Group
being or falling to be disposed of or charged, or any right arising under which
any such assets or interests could be required to be disposed of or charged or
could cease to be available to any member of the Wider Vero Group, other than in
the ordinary course of business;
(ii) any monies borrowed by or other indebtedness or material
liabilities (actual or contingent) of, or any grant available to, any member of
the Wider Vero Group becoming repayable or being capable of being declared
repayable immediately or earlier than its stated repayment date or the ability
of such member of the Wider Vero Group to incur any indebtedness becoming or
being capable of being or becoming withdrawn or prohibited;
(iii) any such arrangement, agreement, authorisation, lease, licence,
consent, permit, franchise or other instrument being terminated or materially
adversely modified, affected, amended or varied or any materially adverse action
being taken or any onerous obligation or liability arising thereunder;
(iv) the business or interests of any member of the Wider Vero Group
with any firm, body or person (or any arrangements relating to such business or
interests) being terminated, modified, affected, amended or varied in any
materially adverse manner;
(v) the value of or the financial or trading position or prospects of
any member of the Wider Vero Group being prejudiced or adversely affected;
(vi) the creation of any liability (actual or contingent) by any member
of the Wider Vero Group other than in the ordinary course of business;
(vii) any liability of any member of the Wider Vero Group to make any
severance, termination, bonus or other payment to any of its directors or other
officers (save in respect of the agreement between BV Acquisitions and the
non-executive directors of Vero);
(viii) 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 Vero Group or any such mortgage, charge or security
(whenever arising or having arisen) becoming enforceable; or
(ix) any member of the Wider Vero Group ceasing to be able to carry on
business under any name under which it currently does so,
and no event having occurred which, under any provision of any Authorisation or
other instrument to which any member of the Wider Vero Group is a party, or by
or to which any such member, or any of its assets, is bound, or subject, could
result, in any case to an extent which is material and adverse in the context of
the Wider Vero Group taken as a whole, in any of the events or circumstances as
are referred to in items (i) to (ix) inclusive of this paragraph;
(f) since 30 June 2009 and except as Fairly Disclosed:
(i) no enquiry or investigation by or complaint or reference to any
Relevant Authority against or in respect of any member of the Wider Vero Group
or no criminal proceedings, litigation, arbitration proceedings, mediation
proceedings, prosecution or other legal proceedings to which any member of the
Wider Vero Group is or may become a party (whether as plaintiff, defendant or
otherwise) having been instituted or threatened or remaining outstanding against
or in respect of any member of the Wider Vero Group which in any case is
material in the context of the Wider Vero Group taken as a whole;
(ii) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any member of the
Wider Vero Group which in any case is material in the context of the Wider Vero
Group taken as a whole;
(iii) no contingent or other liability having arisen, become apparent
or increased which in any case is material in the context of the Wider Vero
Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made which
are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Vero Group, which is
necessary for the proper carrying on of its business;
(g) since 30 June 2009 and except as Fairly Disclosed, neither Vero nor
any other member of the Wider Vero Group having:
(i) issued or agreed to issue or authorised the issue or grant of
additional shares of any class, or securities convertible into or exchangeable
for, or rights, warrants or options to subscribe for or acquire any such shares
or convertible securities or transferred or sold any Vero Shares out of treasury
(save as between Vero and any member of the Wider Vero Group or between any
members of the Wider Vero Group and save for the issue of Vero Shares pursuant
to the exercise of the Warrant and options under the Vero Share Option Schemes);
(ii) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made any other changes to its share capital, except in
respect of the matters mentioned in Condition 2(g)(i) above;
(iii) recommended, declared, paid or made any dividend, bonus or other
distribution whether payable in cash or otherwise, other than to Vero or a
wholly-owned subsidiary of Vero;
(iv) save for any transaction between Vero and any member of the Wider
Vero Group or between any members of the Wider Vero Group, merged with, demerged
or acquired any body corporate, partnership or business or acquired or disposed
of or transferred, mortgaged, charged or created any security interest over any
assets or any right, title or interest in any assets (including shares in
subsidiaries and trade investments) which in any case would be material in the
context of the Wider Vero Group taken as a whole;
(v) save for any transaction between Vero and any member of the Wider
Vero Group or between any members of the Wider Vero Group, issued or authorised
the issue of any debentures or incurred or increased any indebtedness or
liability or become subject to a contingent liability which in any case is
material in the context of the Wider Vero Group taken as a whole;
(vi) entered into, varied or authorised any arrangement, transaction,
contract or commitment other than in the ordinary course of business (whether in
respect of capital expenditure or otherwise) which is of a long-term, onerous or
unusual nature or which involves or could involve an obligation of a nature and
magnitude which is material in the context of the Wider Vero Group taken as a
whole or is likely to materially restrict the scope of the existing business of
any member of the Wider Vero Group other than to a nature and extent which is
normal in the context of the business concerned;
(vii) save for any transaction between Vero and any member of the Wider
Vero Group or between any members of the Wider Vero Group, entered into,
implemented, effected or authorised any merger, demerger, reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement (other than
the Scheme) in relation to itself or another member of the Wider Vero Group
otherwise than in the ordinary course of business which in any case is material
in the context of the Vero Group taken as a whole;
(viii) otherwise than in the ordinary course of business, waived or
compromised any claim which is material in the context of the Wider Vero Group
taken as a whole;
(ix) taken any corporate action or had any legal proceedings started or
threatened against it for its winding up (whether voluntary or otherwise),
dissolution or reorganisation or analogous proceedings in any jurisdiction or
for the appointment of a receiver, trustee, administrator, administrative
receiver or similar officer in any jurisdiction of all or any of its assets and
revenues or had any such person appointed which in any case is material in the
context of the Wider Vero Group taken as a whole;
(x) taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the suspension of
payments or a moratorium of any indebtedness;
(xi) been unable or admitted in writing that it is unable to pay its
debts or having stopped or suspended (or threatened to do so) payments of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business in any case which is material in the context of
the Wider Vero Group taken as a whole;
(xii) save for any transaction between Vero and any member of the Wider
Vero Group or between any members of the Wider Vero Group made or authorised any
change in its loan capital which is material in the context of the Wider Vero
Group taken as a whole;
(xiii) entered into or varied in any material respect the terms of any
letter of appointment or service agreement (as the case may be) with or relating
to any of the executive directors, non-executive directors or senior executives
of Vero or any of the directors or senior executives of any other member of the
Wider Vero Group (save in respect of the agreement between BV Acquisitions and
the non-executive directors of Vero);
(xiv) proposed, agreed to provide or modified in any material respect
the terms of any share option scheme, incentive scheme or, other than in the
ordinary course of business, any other benefit relating to the employment or
termination of employment of any person employed by the Wider Vero Group which
in any case is material in the context of the Wider Vero Group taken as a whole;
(xv) save as envisaged in accordance with the terms of the Scheme, made
any alteration to its articles of association or other incorporation or
constitutional documents which is material in the context of the Offer; or
(xvi) otherwise than in the ordinary course of business entered into any
agreement or commitment or passed any resolution or made any offer which remains
open for acceptance or proposed or announced any intention with respect to any
of the transactions, matters or events referred to in this paragraph (g);
(h) BV Acquisitions not having discovered that, except as Fairly
Disclosed:
(i) any financial, business or other information concerning the Wider
Vero Group disclosed publicly or disclosed to any member of the Wider BV
Acquisitions Group by any member of the Wider Vero Group at any time is to a
material extent misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make the information therein not misleading
to a material extent and which was not corrected before the date of announcement
of the Proposals either by public disclosure through a Regulatory Information
Service or by a written disclosure to the Wider BV Acquisitions Group and which
is material in the context of the Wider Vero Group taken as a whole;
(ii) any member of the Wider Vero Group is subject to any liability
otherwise than in the ordinary course of business, contingent or otherwise,
which is material in the context of the Vero Group taken as a whole;
(iii) any information which affects the import of any information
disclosed to any member of the BV Acquisitions Group at any time by or on behalf
of any member of the Wider Vero Group which is material in the context of the
Vero Group taken as a whole;
(iv) any member of the Wider Vero Group has not complied with any
applicable legislation or regulations of any relevant jurisdiction with regard
to the use, storage, transport, treatment, handling, disposal, release,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or the health and safety of any person where
non compliance would be likely to give rise to any liability or cost (whether
actual or contingent) on the part of any member of the Wider Vero Group which in
any case is material in the context of the Wider BV Acquisitions Group taken as
a whole;
(v) there has been an emission, discharge, disposal, spillage or leak
of waste or hazardous substance or any substance likely to impair the
environment or harm human health which would be likely to give rise to any
liability or cost (whether actual or contingent) on the part of any member of
the Wider Vero Group which in any case is material in the context of the Wider
BV Acquisitions Group taken as a whole;
(vi) there is or is likely to be any liability (whether actual or
contingent) to improve or install new plant or equipment or make good, repair,
reinstate or clean up any property now or previously owned, occupied or made use
of by any past or present member of the Wider Vero Group under any environmental
legislation, regulation, notice, circular or order of any Relevant Authority or
any other person or body in any jurisdiction which in any case is material in
the context of the Wider BV Acquisitions Group taken as a whole; or
(vii) circumstances exist whereby a person or class of person would be
likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein now or previously manufactured, sold or
carried out by any past or present member of the Wider Vero Group which in any
case is material in the context of the Wider BV Acquisitions Group taken as a
whole; and
(i) except as Fairly Disclosed, no member of the Vero Group nor the
trustees of any relevant pension scheme having, since 31 December 2009 (and in
each case to an extent which is material in the context of the Wider Vero Group
taken as a whole):
(i) made or agreed or consented to any significant change (i) to the
terms of the trust deeds constituting the pension schemes established for the
directors or employees (or their dependants) of any member of the Wider Vero
Group, (ii) to the benefits which accrue, (iii) to the pensions which are
payable thereunder for all members or any category of members, (iv) to the basis
on which qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined for all members or any category of members
(including with regard to commutation factors where employer agreement is
required to change such factors), or (v) to the basis on which the liabilities
(including pensions) of such pension schemes are funded (including putting in
place, agreeing or consenting to technical provisions, actuarial valuations,
statements of funding principles, schedules of contributions and recovery plans
pursuant to Part 3 of the Pensions Act 2004); or
(ii) established any new pensions arrangements.
Part C: Further terms of the Proposals
3 Save with the consent of the Panel, the Scheme will lapse and the
Scheme or the Takeover Offer will not proceed if, before the date of the
Meetings, the Proposals are referred to the UK Competition Commission or the
European Commission initiates proceedings under Article 6(1)(c) of the
Regulation.
4 BV Acquisitions reserves the right to waive in whole or in part
all or any of the above Conditions except Condition 1 and Conditions 2(a) and
2(b). The Scheme will not become Effective unless all of the Conditions have
been fulfilled or (if capable of waiver) waived or, where appropriate, have been
determined by BV Acquisitions to be or remain satisfied by the earlier of (i)
11:59 p.m. on the date immediately preceding the date of the Scheme Court
Hearing, and (ii) 30 September 2010 (or such later date as BV Acquisitions or
Vero may agree and the Panel and the Court may allow). BV Acquisitions shall be
under no obligation to waive or treat as fulfilled any of Conditions 2(a) to (i)
earlier than that date, notwithstanding that other of the Conditions may at an
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may not be capable
of fulfilment.
5 If BV Acquisitions is required by the Panel to make an offer for
Vero Shares under the provisions of Rule 9 of the Code, BV Acquisitions may make
such alterations to the terms and conditions of the offer as are necessary to
comply with the provisions of that rule, and such offer shall be subject to the
terms and conditions as so amended.
6 BV Acquisitions reserves the right to elect (with the consent of
the Panel (if required)) to implement the acquisition of the Vero Shares by way
of a Takeover Offer as an alternative to the Scheme. Any such Takeover Offer
will be subject to an acceptance condition set at 90 per cent. (or such lesser
percentage (being more than 50 per cent.) as BV Acquisitions may decide) of (i)
the Vero Shares to which such Takeover Offer relates and (ii) the voting rights
normally exercisable at a general meeting of Vero. Any such Takeover Offer will
be implemented on the same terms (subject to appropriate amendments) as those
which would apply to the Scheme and in compliance with applicable laws and
regulations. Further, if sufficient acceptances of such Takeover Offer are
received and/or sufficient Vero Shares are otherwise acquired, it is the
intention of BV Acquisitions to apply the provisions of the Companies Act 2006
to acquire compulsorily any outstanding Vero Shares to which such Takeover Offer
relates.
7 The availability of the Proposals to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.
8 Under Rule 13.4 of the Code, BV Acquisitions may only invoke a
Condition so as to cause the Scheme not to proceed, to lapse or to be withdrawn
where the circumstances which give rise to the right to invoke the Conditions
are of material significance to BV Acquisitions in the context of the Proposals.
The Conditions contained in paragraphs 1, 2(a) and 2(b) above are not subject
to Rule 13.4 of the Code.
9 Vero Shares will be acquired pursuant to the Offer fully paid and
free from all liens, charges, equitable interest, encumbrances, rights of
pre-emption and any other rights and interest of any nature whatsoever and
together with all rights now and hereafter attaching thereto, including voting
rights and the right to retain in full all dividends and other distributions (if
any) declared, made or paid on or after the date of this announcement.
10 The Scheme will be governed by English law and be subject to the
jurisdiction of the English courts. The Scheme will be subject to the
applicable requirements of the Code, the Panel, the London Stock Exchange, the
FSA and the AIM Rules. In addition, it will be subject to the terms and
conditions set out in the Scheme Document.
Appendix II
BASES AND SOURCES OF INFORMATION
In this announcement, unless otherwise stated, or the context otherwise
requires, the following bases and sources have been used:
1 The value attributed to the existing issued and to be issued share
capital of Vero is based upon the 37,261,166 Vero Shares in issue on 17 May
2010, the 2,600,000 Vero Shares which are the subject of options granted under
the Vero Share Option Schemes and the 1,232,820 Vero Shares which are the
subject of the Warrant.
2 The market prices of Vero Shares are closing middle market
quotations derived from the AIM appendix to the Daily Official List for the
particular date concerned.
3 For the purposes of the financial comparisons contained in this
announcement, no account has been taken of any liability to taxation or the
treatment of fractions under the Scheme.
4 Unless otherwise stated, the financial information on the Vero
Group has been extracted or derived (without material adjustment) from Vero's
audited consolidated statutory annual report and accounts for the year ended 31
December 2008 and from the consolidated preliminary results announcement of Vero
for the year ended 31 December 2009.
5 All information relating to BV Acquisitions has been provided by
persons duly authorised by the BV Acquisitions Board.
6 All information relating to Battery and the Battery Funds has been
extracted from published sources and provided by persons duly authorised by
Battery and the Battery Funds.
Appendix III
DETAILS OF IRREVOCABLE UNDERTAKINGS
1 Irrevocable undertakings
The following Vero Shareholders have entered into irrevocable
undertakings with BV Acquisitions pursuant to which they have irrevocably
undertaken to:
(a) vote (or procure the vote) in favour of the Scheme at the Court
Meeting; and
(b) vote in favour of the resolutions required to implement the Scheme
to be proposed at the General Meeting,
(or, in the event that the Proposals are implemented by way of a Takeover Offer,
to accept or procure acceptance of such offer) in respect of their own
beneficial holdings of Vero Shares (or those holdings over which they have
control):
+------------------+------------+-------------+---------------+
| Name | Number of | Percentage | Percentage of |
| | Vero | of existing | Vero Shares |
| | Shares | issued | entitled to |
| | | share | vote at the |
| | | capital | Meetings |
+------------------+------------+-------------+---------------+
| Donald Babbs | 4,845,380 | 13.00% | 13.00% |
+------------------+------------+-------------+---------------+
| Gerard | 558,000 | 1.50% | 1.50% |
| O'Driscoll | | | |
+------------------+------------+-------------+---------------+
| Stephen | 30,000 | 0.08% | 0.08% |
| Palframan | | | |
+------------------+------------+-------------+---------------+
| Elliot Miller | 20,000 | 0.05% | 0.05% |
+------------------+------------+-------------+---------------+
| Peter | 8,553,722 | 22.96% | 22.96% |
| Gyllenhammar and | | | |
| his related | | | |
| entities | | | |
+------------------+------------+-------------+---------------+
| Artemis | 2,325,582 | 6.24% | 6.24% |
| Investment | | | |
| Management | | | |
+------------------+------------+-------------+---------------+
| Foresight Group | 640,233 | 1.72% | 1.72% |
+------------------+------------+-------------+---------------+
| Ezio Galardo | 3,162,037 | 8.49% | 8.49% |
+------------------+------------+-------------+---------------+
| Sabrina Galardo | 1,089,916 | 2.93% | 2.93% |
+------------------+------------+-------------+---------------+
| Caterina | 233,437 | 0.63% | 0.63% |
| Alberico | | | |
+------------------+------------+-------------+---------------+
| Marino Cignetti | 1,259,866 | 3.38% | 3.38% |
+------------------+------------+-------------+---------------+
| Nicoletta Santia | 1,009,864 | 2.71% | 2.71% |
+------------------+------------+-------------+---------------+
| TOTAL: |23,728,037 | 63.68% | 63.68% |
+------------------+------------+-------------+---------------+
2 Further details of irrevocable undertakings
2.1 Subject to paragraphs 2.2 and 2.3 below, the irrevocable
undertakings set out in paragraph 1 above will cease to be binding on the
earlier of the following occurrences:
(a) if the announcement in final form is not issued as soon as possible
and, in any event, by 28 May 2010;
(b) if a Scheme Document is issued, the Scheme has not become Effective
(as that expression is defined in the Implementation Agreement) before 30
September 2010 (or such later date as BV Acquisitions and Vero may, with the
consent of the Panel, agree); or
(c) if an offer document is issued in connection with a Takeover Offer
and the offer lapses or is withdrawn or fails to become wholly unconditional on
or before 30 September 2010.
2.2 In the case of the irrevocable undertaking received from Peter
Gyllenhammar and his related entities, the irrevocable undertaking will cease to
be binding on the earlier of the following occurrences:
(a) if the announcement in final form is not issued as soon as possible
and, in any event, by 28 May 2010;
(b) if a Scheme Document is issued, the Scheme has not become Effective
(as that expression is defined in the Implementation Agreement) before 14 August
2010; or
(c) if an offer document is issued in connection with a Takeover Offer
and the offer lapses or is withdrawn or fails to become wholly unconditional on
or before 14 August 2010.
2.3 In addition to the circumstances set out in paragraph 2.1 above, the
irrevocable undertakings received by BV Acquisitions from Artemis Investment
Management and Foresight Group will cease to be binding in the event of a Higher
Competing Offer.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
+---------------------+------------------------------------------------+
| "AIM" | the market known as AIM operated by the London |
| | Stock Exchange; |
+---------------------+------------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies as published by |
| | the London Stock Exchange (as amended from |
| | time to time); |
+---------------------+------------------------------------------------+
| "Authorisation" | authorisation, grant, order, recognition, |
| | confirmation, lease, arrangement, consent, |
| | licence, clearance, certificate, permission or |
| | approval; |
+---------------------+------------------------------------------------+
| "Battery" | Battery Partners VIII, LLC and Battery |
| | Partners VIII Side Fund, LLC, being the |
| | general partners of the Battery Funds, and any |
| | other direct or ultimate general partner of |
| | the Battery Funds from time to time; |
+---------------------+------------------------------------------------+
| "Battery Funds" | Battery VIII and Battery VIII Side Fund or any |
| | affiliate or parallel fund of such funds; |
+---------------------+------------------------------------------------+
| "Battery VIII" | Battery Ventures VIII, L.P.; |
+---------------------+------------------------------------------------+
| "Battery VIII Side | Battery Ventures VIII Side Fund, L.P.; |
| Fund" | |
+---------------------+------------------------------------------------+
| "Board" | the board of directors of Vero or the sole |
| | manager of BV Acquisitions (as the case may |
| | be) and the terms "Vero Board" and "BV |
| | Acquisitions Board" shall be construed |
| | accordingly; |
+---------------------+------------------------------------------------+
| "Business Day" | a day (other than a Saturday, Sunday or UK |
| | public holiday) on which clearing banks in the |
| | City of London are open for the transaction of |
| | general commercial business; |
+---------------------+------------------------------------------------+
| "BV Acquisitions" | BV Acquisitions S.à.r.l., a company |
| | incorporated in and organised under the laws |
| | of Luxembourg with limited liability having |
| | its registered office at 16, rue Jean |
| | l'Aveugle, L-1148 Luxembourg; |
+---------------------+------------------------------------------------+
| "BV Acquisitions | BV Acquisitions and its direct and indirect |
| Group" | holding companies (including for the avoidance |
| | of doubt, the Battery Funds); |
+---------------------+------------------------------------------------+
| "CAD/CAM" | computer-aided design/computer-aided |
| | manufacturing; |
+---------------------+------------------------------------------------+
| "Cash | the cash consideration due to a Scheme |
| Consideration" | Shareholder under the Scheme in connection |
| | with the cancellation of his/her Scheme Shares |
| | pursuant to the Proposals; |
+---------------------+------------------------------------------------+
| "Closing Price" | the closing middle market quotation of a Vero |
| | Share as derived from the AIM appendix to the |
| | Daily Official List; |
+---------------------+------------------------------------------------+
| "Code" | the Takeover Code; |
+---------------------+------------------------------------------------+
| "Companies Act | the Companies Act 2006 (as amended from time |
| 2006" | to time); |
+---------------------+------------------------------------------------+
| "Competing Offer" | an offer, scheme of arrangement, merger or |
| | business combination or similar transaction at |
| | a price per Vero Share equal to or in excess |
| | of the Offer Price which is announced or |
| | entered into by a third party, the purpose of |
| | which is to enable a third party to acquire |
| | all or a significant proportion (being, in |
| | relation to where such third party subscribes |
| | new shares in Vero, 30 per cent. or more, and |
| | in relation to a stakeholding established |
| | through the acquisition of existing shares in |
| | Vero, 50 per cent. or more, when aggregated |
| | with Vero Shares already held by the third |
| | party and anyone acting in concert (as defined |
| | in the Code) with that third party) of the |
| | share capital of Vero, or all or a significant |
| | proportion (being 50 per cent. or more) of its |
| | business, assets or undertakings or any other |
| | arrangement or transaction or series of the |
| | same which is inconsistent with the |
| | implementation of the Proposals or the |
| | exercise of BV Acquisitions' rights under Part |
| | 26 of the Companies Act 2006; |
+---------------------+------------------------------------------------+
| "Conditions" | the conditions to implementing the Proposals |
| | (including the Scheme) as set out in Appendix |
| | I of this announcement and to be set out in |
| | the Scheme Document; |
+---------------------+------------------------------------------------+
| "Court" | the High Court of Justice, Chancery Division |
| | (Companies Court), in England and Wales; |
+---------------------+------------------------------------------------+
| "Court Hearing | the date of the Court Hearing to sanction the |
| Date" | Scheme under section 899 of the Companies Act |
| | 2006 and to confirm the cancellation and |
| | extinguishing of the Scheme Shares provided |
| | for by the Scheme under section 648 of the |
| | Companies Act 2006; |
+---------------------+------------------------------------------------+
| "Court Hearings" | each of the Scheme Court Hearing and the |
| | Reduction Court Hearing; |
+---------------------+------------------------------------------------+
| "Court Meeting" | the meeting of the Scheme Shareholders |
| | convened by order of the Court under section |
| | 897 of the Companies Act 2006 and to be held |
| | at the registered office of Vero being Hadley |
| | House, Bayshill Road, Cheltenham, |
| | Gloucestershire, GL50 3AW at 10.00 a.m. on 23 |
| | June 2010 for the purposes of considering and, |
| | if thought fit, approving the Scheme (with or |
| | without amendment), and any adjournment of it; |
+---------------------+------------------------------------------------+
| "Court Orders" | the Scheme Court Order and the Reduction Court |
| | Order, as the case may be; |
+---------------------+------------------------------------------------+
| "CREST" | the computerised settlement system (as defined |
| | in the CREST Regulations) operated by |
| | Euroclear UK & Ireland Limited which |
| | facilitates the transfer of title to shares in |
| | uncertificated form; |
+---------------------+------------------------------------------------+
| "CREST Regulations" | the Uncertificated Securities Regulations |
| | 2001, including (i) any enactment or |
| | subordinate legislation which amends or |
| | supersedes those regulations and (ii) any |
| | applicable rules made under those regulations |
| | or any such enactment or subordinate |
| | legislation for the time being in force; |
+---------------------+------------------------------------------------+
| "Daily Official | the Daily Official List published by the |
| List" | London Stock Exchange; |
+---------------------+------------------------------------------------+
| "Daniel Stewart & | Daniel Stewart & Company Plc, the financial |
| Company" | adviser to Vero; |
+---------------------+------------------------------------------------+
| "Dealing | as defined in the Code; |
| Disclosure" | |
+---------------------+------------------------------------------------+
| "Effective" | the Scheme having become effective pursuant to |
| | and in accordance with its terms; |
+---------------------+------------------------------------------------+
| "Effective Date" | the date on which the Scheme becomes |
| | Effective; |
+---------------------+------------------------------------------------+
| "Exclusivity | the exclusivity agreement entered into between |
| Agreement" | Battery Management Corp. and Vero on 12 |
| | January 2010; |
+---------------------+------------------------------------------------+
| "Fairly Disclosed" | fairly disclosed in the Interim Results or the |
| | Preliminary Results, or as publicly announced |
| | by or on behalf of Vero through (i) a |
| | Regulatory Information Service on or before |
| | the date of this announcement or (ii) the |
| | publication of such information on the main |
| | website maintained by Vero before the date of |
| | this announcement, or as fairly disclosed by |
| | any member of the Vero Group or any of its |
| | professional advisers, including but not |
| | limited to any of its legal advisers and any |
| | of its financial advisers, to a member of the |
| | BV Acquisitions Group or any of its |
| | professional advisers, including but not |
| | limited to any of its legal advisers and any |
| | of its financial advisers, before the date of |
| | this announcement (including, but not limited |
| | to, all matters contained in the written |
| | replies, correspondence, documentation and |
| | information provided or sent to any member of |
| | the BV Acquisitions Group or any of its |
| | professional advisers during the due diligence |
| | process and whether or not in response to any |
| | request for information made by any member of |
| | the BV Acquisitions Group or any of its |
| | professional advisers); |
+---------------------+------------------------------------------------+
| "Financial Services | the Financial Services Authority in its |
| Authority" | capacity as the competent authority for the |
| | purposes of Part IV of FSMA; |
+---------------------+------------------------------------------------+
| "Forms of Proxy" | the form of proxy for use at the Court Meeting |
| | and the form of proxy for use at the General |
| | Meeting and "Form of Proxy" means either of |
| | them; |
+---------------------+------------------------------------------------+
| "FSMA" | the Financial Services and Markets Act 2000 |
| | (as amended from time to time); |
+---------------------+------------------------------------------------+
| "General Meeting" | the general meeting of Vero Shareholders to be |
| | held at the registered office of Vero being |
| | Hadley House, Bayshill Road, Cheltenham, |
| | Gloucestershire, GL50 3AW at 10.15 a.m. on 23 |
| | June 2010 (or as soon after that as the Court |
| | Meeting shall have been concluded or |
| | adjourned) for the purposes of the Scheme, and |
| | any adjournment of it; |
+---------------------+------------------------------------------------+
| "Higher Competing | if a person other than BV Acquisitions or any |
| Offer" | person acting in concert with BV Acquisitions |
| | announces a firm intention to make an offer |
| | (in accordance with Rule 2.5) for the whole of |
| | the issued share capital of Vero on or before |
| | the date the Scheme becomes Effective or is |
| | declared unconditional as to acceptances or |
| | otherwise lapses or is withdrawn provided that |
| | the value of the consideration represents an |
| | improvement of at least ten (10) per cent over |
| | the value of the consideration available under |
| | the Proposals; |
+---------------------+------------------------------------------------+
| "Implementation | the implementation agreement entered into |
| Agreement" | between BV Acquisitions and Vero on 16 May |
| | 2010 relating to their relationship during the |
| | period up to the Effective Date; |
+---------------------+------------------------------------------------+
| "Interim Results" | the interim results of Vero for the six months |
| | ended on 30 June 2009 which were announced on |
| | 6 October 2009; |
+---------------------+------------------------------------------------+
| "London Stock | the London Stock Exchange plc; |
| Exchange" | |
+---------------------+------------------------------------------------+
| "Meetings" | the Court Meeting and the General Meeting; |
+---------------------+------------------------------------------------+
| "New Vero Shares" | the new Vero Shares to be issued to BV |
| | Acquisitions in accordance with the Scheme; |
+---------------------+------------------------------------------------+
| "Offer" | the recommended offer of 17.5 pence in cash |
| | for each Scheme Share to be made by BV |
| | Acquisitions to Scheme Shareholders and, where |
| | the context so requires, any subsequent |
| | revision, variation, extension or renewal |
| | thereof; |
+---------------------+------------------------------------------------+
| "Offer Period" | the period commencing on 15 September 2009, |
| | being the date of the announcement by Vero |
| | that it had been approached regarding a |
| | possible offer, and ending on the Effective |
| | Date; |
+---------------------+------------------------------------------------+
| "Offer Price" | 17.5 pence per Vero Share; |
+---------------------+------------------------------------------------+
| "Opening Position | as defined in the Code; |
| Disclosure" | |
+---------------------+------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers; |
+---------------------+------------------------------------------------+
| "pence" or "p" | UK pence sterling, the lawful currency of the |
| | United Kingdom; |
+---------------------+------------------------------------------------+
| "pounds" or "GBP" | UK pounds sterling, the lawful currency of the |
| | United Kingdom; |
+---------------------+------------------------------------------------+
| "Preliminary | the preliminary results announcement of Vero |
| Results" | for the year ended 31 December 2009, announced |
| | on 10 May 2010; |
+---------------------+------------------------------------------------+
| "Proposals" | the proposed acquisition by BV Acquisitions of |
| | the entire issued and to be issued share |
| | capital of Vero by means of the Scheme (and |
| | other matters to be considered at the |
| | Meetings); |
+---------------------+------------------------------------------------+
| "Reduction Court | the hearing by the Court to approve the |
| Hearing" | Reduction of Capital; |
+---------------------+------------------------------------------------+
| "Reduction Court | the order of the Court confirming the |
| Order" | reduction of ordinary share capital under |
| | section 648 of the Companies Act 2006 provided |
| | for by the Scheme; |
+---------------------+------------------------------------------------+
| "Reduction of | the Court approved reduction of the share |
| Capital" | capital of Vero under sections 645 to 649 of |
| | the Companies Act 2006 by the cancellation of |
| | the Scheme Shares, to be effected as part of |
| | the Scheme; |
+---------------------+------------------------------------------------+
| "Registrar of | the Registrar of Companies in England and |
| Companies" | Wales; |
+---------------------+------------------------------------------------+
| "Regulatory | any information service authorised from time |
| Information | to time by the Financial Services Authority |
| Service" | for the purpose of disseminating regulatory |
| | announcements; |
+---------------------+------------------------------------------------+
| "Relevant | any central bank, government or governmental, |
| Authority" | supranational, statutory, regulatory, |
| | environmental, administrative, fiscal or |
| | investigative body, court, trade agency, |
| | association, institution, environmental body, |
| | employee representative body or any other body |
| | or person whatsoever in any jurisdiction; |
+---------------------+------------------------------------------------+
| "Restricted | any jurisdiction where local laws or |
| Jurisdiction" | regulations may result in a significant risk |
| | of civil, regulatory or criminal exposure if |
| | information concerning the Proposals is sent |
| | or made available to Vero Shareholders in that |
| | jurisdiction; |
+---------------------+------------------------------------------------+
| "Rule" | a rule of the Code; |
+---------------------+------------------------------------------------+
| "Scheme" | the proposed scheme of arrangement under |
| | section 895 of the Companies Act 2006 between |
| | Vero and each Scheme Shareholder (the full |
| | terms of which will be set out in the Scheme |
| | Document), with or subject to any |
| | modification, addition or condition approved |
| | or imposed by the Court and agreed to by Vero |
| | and BV Acquisitions; |
+---------------------+------------------------------------------------+
| "Scheme Court | the hearing by the Court of the petition to |
| Hearing" | sanction the Scheme; |
+---------------------+------------------------------------------------+
| "Scheme Court | the order of the Court sanctioning the Scheme |
| Order" | under section 897 of the Companies Act 2006; |
+---------------------+------------------------------------------------+
| "Scheme Document" | the document to be addressed to Vero |
| | Shareholders containing the details of the |
| | Proposals including, amongst other things, the |
| | Scheme, the notices of the Meetings and the |
| | Forms of Proxy; |
+---------------------+------------------------------------------------+
| "Scheme Record | 6.00 p.m. on the Business Day immediately |
| Time" | preceding the Reduction Court Hearing; |
+---------------------+------------------------------------------------+
| "Scheme | holders of Scheme Shares; |
| Shareholders" | |
+---------------------+------------------------------------------------+
| "Scheme Shares" | all Vero Shares which are: |
+---------------------+------------------------------------------------+
| | (a) in issue at the date of this |
| | announcement; |
+---------------------+------------------------------------------------+
| | (b) (if any) issued after the date |
| | of this announcement, but before the Voting |
| | Record Time; or |
+---------------------+------------------------------------------------+
| | (c) (if any) issued on or after the |
| | Voting Record Time but prior to the Scheme |
| | Record Time, on terms that the holder shall be |
| | bound by the Scheme, or in respect of which |
| | the original or any subsequent holder agrees |
| | in writing to be bound by the Scheme; |
+---------------------+------------------------------------------------+
| "Special | the special resolutions proposed to be passed |
| Resolutions" | at the General Meeting in connection with, |
| | inter alia, implementation of the Scheme, |
| | approval of the Reduction of Capital and |
| | certain amendments to be made to the articles |
| | of association of Vero; |
+---------------------+------------------------------------------------+
| "Statement of | the statement of capital (approved by the |
| Capital" | Court) showing with respect to Vero's share |
| | capital, as altered by the Reduction Court |
| | Order, the information required by section 649 |
| | of the Companies Act 2006; |
+---------------------+------------------------------------------------+
| "Strand Hanson" | Strand Hanson Limited, the financial adviser |
| | to BV Acquisitions, Battery and the Battery |
| | Funds; |
+---------------------+------------------------------------------------+
| "subsidiary", | shall be construed in accordance with the |
| "subsidiary | Companies Act 2006; |
| undertaking" | |
+---------------------+------------------------------------------------+
| "Takeover Offer" | an offer by BV Acquisitions to acquire the |
| | entire issued and to be issued share capital |
| | of Vero by way of a takeover offer under the |
| | Code; |
+---------------------+------------------------------------------------+
| "Total Cash | the total Cash Consideration payable by BV |
| Consideration" | Acquisitions to Scheme Shareholders under the |
| | terms of the Scheme calculated by reference to |
| | the price per Vero Share offered pursuant to |
| | the Proposals and in accordance with Practice |
| | Statement No. 23 of the Panel; |
+---------------------+------------------------------------------------+
| "United Kingdom" | the United Kingdom of Great Britain and |
| | Northern Ireland; |
+---------------------+------------------------------------------------+
| "United States", | the United States of America, its territories |
| "USA" or "US" | and possessions, all areas subject to its |
| | jurisdiction or any subdivision thereof, any |
| | state of the United States and the District of |
| | Columbia; |
+---------------------+------------------------------------------------+
| "US$" | US dollars, the currency of the United States; |
+---------------------+------------------------------------------------+
| "US Exchange Act" | the US Securities Exchange Act of 1934 (as |
| | amended from time to time); |
+---------------------+------------------------------------------------+
| "US Securities Act" | the United States Securities Act of 1933 (as |
| | amended from time to time), and the rules and |
| | regulations promulgated thereunder; |
+---------------------+------------------------------------------------+
| "Vero" | Vero Software Plc; |
+---------------------+------------------------------------------------+
| "Vero Group" | Vero and its subsidiary undertakings; |
+---------------------+------------------------------------------------+
| "Vero Shareholders" | holders of Vero Shares; |
+---------------------+------------------------------------------------+
| "Vero Shares" | ordinary shares of 0.5 pence each in the |
| | capital of Vero; |
+---------------------+------------------------------------------------+
| "Vero Share Option | together the Vero Software plc Enterprise |
| Schemes" | Management Incentive Scheme and the Vero |
| | Software plc Unapproved Share Option Scheme; |
+---------------------+------------------------------------------------+
| "Voting Record | 6:00 p.m. on the day which is two days before |
| Time" | the date of the Court Meeting or, if the Court |
| | Meeting is adjourned, 6:00 p.m. on the second |
| | day before the date of such adjourned meeting; |
+---------------------+------------------------------------------------+
| "Warrant" | the 3 per cent. warrant over Vero Shares |
| | granted by Vero to the Warrantholder on 2 |
| | December 2009; |
+---------------------+------------------------------------------------+
| "Warrantholder" | Capital for Enterprise Fund A, L.P.; |
+---------------------+------------------------------------------------+
| "Wider BV | the BV Acquisitions Group and associated |
| Acquisitions Group" | undertakings of BV Acquisitions and any other |
| | body corporate, partnership, joint venture or |
| | person in which BV Acquisitions and such |
| | undertakings (aggregating their interests) |
| | have an interest of more than 20 per cent of |
| | the voting or equity capital or the |
| | equivalent; and |
+---------------------+------------------------------------------------+
| "Wider Vero Group" | the Vero Group and associated undertakings of |
| | Vero and any other body corporate, |
| | partnership, joint venture or person in which |
| | Vero and such undertakings (aggregating their |
| | interests) have an interest of more than 20 |
| | per cent of the voting or equity capital or |
| | the equivalent. |
+---------------------+------------------------------------------------+
All times referred to are London time unless otherwise stated.
In this announcement, references to the singular include the plural and vice
versa, unless the context otherwise requires.
All references to legislation in this announcement are to English legislation
unless the contrary is stated. Any references to any provision of any
legislation shall include any amendment, re-enactment or extension thereof.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFFMGMKNVNGGZM
Vero Software (LSE:VERO)
Gráfico Histórico do Ativo
De Dez 2024 até Jan 2025
Vero Software (LSE:VERO)
Gráfico Histórico do Ativo
De Jan 2024 até Jan 2025
