Scheme of arrangement
12 Julho 2010 - 9:35AM
UK Regulatory
TIDMVERO
RNS Number : 2028P
Vero Software PLC
12 July 2010
Not for release, publication or distribution, in whole or in part, in, into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.
This announcement is made in accordance with the requirements of the AIM Rules
for Companies.
12 July 2010
Recommended proposal for the acquisition of Vero Software Plc ("Vero") by BV
Acquisitions S.à.r.l ("BV") to be implemented by means of a Scheme of
Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Court approval of the Scheme
Further to the announcement by Vero on 23 June 2010 regarding the approval of
the Scheme and associated matters at the Court Meeting and the General Meeting,
Vero is pleased to announce that the Court has today issued an order sanctioning
the Scheme.
In order to become effective, the Court must confirm the Capital Reduction at
the Reduction Court Hearing, which is scheduled to take place on 14 July 2010.
Vero's Shares are expected to be suspended from trading on AIM with effect from
7.00 a.m. on 14 July in accordance with the timetable set out in the circular to
Scheme Shareholders dated 28 May 2010 (the "Scheme Document"). The last day for
dealings in Vero Shares will be 13 July 2010.
A further announcement will be made following the Reduction Court Hearing.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be
published on Vero's website: www.vero-software.com.
Copies of the Scheme Document are available for inspection during normal
business hours on any business day at the offices of Daniel Stewart & Company
Plc, up to and including the Effective Date. The Scheme Document will remain
available on Vero's website: www.vero-software.com until the Effective Date.
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
Enquiries:
Vero Software Plc
Donald Babbs, Chief Executive Officer Tel: +44 (0) 1242 542040
Daniel Stewart & Company Plc (Financial Adviser to Vero)
Paul Shackleton Tel: +44 (0) 207 776
6550
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
THIS ANNOUNCEMENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF, AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF VERO, NOR
SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT
FOR SUCH PURCHASE OR SUBSCRIPTION.
Apart from the responsibilities and liabilities, if any, which may be imposed on
Daniel Stewart by the FSMA or the regulatory regime established thereunder,
Daniel Stewart does not accept any responsibility whatsoever for the contents of
this announcement or for any statement made or purported to be made by it, or on
its behalf, in connection with Vero, the Vero Shares, or the Scheme. Daniel
Stewart accordingly disclaims all and any liability whether arising in tort,
contract or otherwise (save as referred to above) which it might otherwise have
in respect of this statement or any such statement.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the
FSA, is acting exclusively for Vero and no one else in connection with the
Scheme and will not be responsible to anyone other than Vero for providing the
protections afforded to clients of Daniel Stewart nor for providing advice in
relation to the Scheme or the contents of this announcement, or any matter
referred to herein.
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, Battery and the Battery Funds and no-one else in connection with the
Scheme and other matters described in this announcement and will not be
responsible to anyone other than BV, Battery and Battery Funds for providing the
protections afforded to clients of Strand Hanson Limited or for providing advice
in relation to the Scheme, the contents of this announcement or any other matter
referred to herein.
Statements in this announcement regarding the Scheme, including expectations
with respect to the Scheme and the timetable for completing the Scheme, future
financial operating results, potential benefits of the Scheme, and future
opportunities for Vero as well as any other statements about the future
expectations, beliefs, goals, plans or prospects of the management of Vero
constitute "forward-looking" statements. Any statements that are not statements
of historical fact (including statements containing the words "believe", "plan",
"anticipate", "expect", "estimate", and similar expressions) should also be
considered to be forward-looking in nature. There are a number of important
factors that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including not obtaining the
necessary approvals to complete the Scheme on a timely basis, or at all,
decreases in demand for Vero's products and other factors described in Vero's
Annual Report and Accounts for the year ended 31 December 2009. Vero disclaims
any intention or obligation to update any forward-looking statements as a result
of developments occurring after the date of this announcement. Vero
Shareholders are cautioned not to place undue weight on these forward-looking
statements. Actual results may differ materially from those anticipated in such
forward-looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein may not be realised.
Disclosure requirements of the Takeover Code (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 an offeree company 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) the offeree company 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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 the offeree company 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 the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company 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) the offeree company 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 pm
(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 an offeree company 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 the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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