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Standard Life plc (SL.)

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Tuesday 16 September, 2008

Standard Life plc

Offer for Vebnet (Holdings) p

RNS Number : 4967D
Standard Life plc
16 September 2008
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATESCANADAAUSTRALIAJAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION


Announcement for Immediate Release


16 September 2008



RECOMMENDED CASH OFFER


by


STANDARD LIFE PLC


for


VEBNET (HOLDINGS) PLC



Summary


The boards of Standard Life and Vebnet are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Vebnet.


The Offer will be made at a price of 260 pence in cash for each Vebnet share, valuing the entire existing issued share capital of Vebnet at approximately £24.2 million.


Highlights


  • Standard Life is a major asset managing business providing life assurance and pensions, investment management, banking and healthcare insurance products to over 7 million customers worldwide. As at 30 June 2008, the Standard Life Group had over £163 billion of assets under administration and it employs over 10,000 people across the UKCanadaIrelandGermanyAustria, the United States and Hong Kong.


  • Within its UK Financial Services division, Standard Life has a successful and growing Corporate business which offers a range of market leading propositions combined with award-winning service and access to a diverse choice of funds. As at 30 June 2008, Standard Life's UK Group Pension funds under management were approximately £15 billion, with more than 1 million plan members.


  • The strategy for Standard Life's Corporate business is to develop the current proposition towards an integrated online employee reward and benefit portal, the Employee Wealth Plan (EWP), to maximize the potential from a rapidly evolving employee benefits market. A key component of this proposition is a flexible benefits and online reward capability.


  • Vebnet has a well established position in the flexible benefits and online reward market in the UK and its client base closely matches the target market for Standard Life's EWP growth strategy. 


  • The acquisition of Vebnet provides Standard Life with the opportunity to accelerate the development of its Corporate business and to create value for Standard Life Shareholders by combining Vebnet's client base, expertise and technology with Standard Life's EWP platform and service offering.


  • Standard Life expects that the acquisition of Vebnet will enhance the internal rate of return of its Corporate business.


  • Standard Life and Vebnet have strong relationships with Employee Benefit Consultants (EBCs) and recognise the important role that the EBCs play in the UK corporate market. Standard Life and Vebnet will continue to work closely with EBCs to strengthen their respective and combined propositions.


  • The Offer will be made at a price of 260 pence in cash for each Vebnet Share and represents a premium of approximately 114 per cent. to the Closing Price of 121.5 pence per Vebnet Share on 15 September 2008, the last business day prior to the date of this announcement.


  • The Offer values the entire existing issued share capital of Vebnet at approximately £24.2 million.


  • The Vebnet Directors, who have been so advised by Deloitte Corporate Finance, consider the terms of the Offer to be fair and reasonable and intend unanimously to recommend that Vebnet Shareholders accept the Offer as they have irrevocably undertaken to do in respect of their entire beneficial shareholdings.

  • The Vebnet Directors (together with their associates and related parties), Vebnet (Trustee) Limited and Cross Atlantic Technology Fund LP, Vebnet's largest institutional shareholder, have given Standard Life irrevocable undertakings to accept the Offer in respect of their respective beneficial holdings of Vebnet Shares, amounting, in aggregate, to 4,705,534 Vebnet Shares, representing approximately 50.5 per cent. of the existing issued share capital of Vebnet. All of these undertakings will continue to be binding even in the event of a higher competing offer for Vebnet, and will only lapse if the Offer lapses or is withdrawn.


  • In addition, Standard Life has received non-binding letters of intent from certain institutional shareholders to accept the Offer in respect of a further 2,460,276 Vebnet Shares, representing approximately 26.4 per cent. of the existing issued share capital of Vebnet.


  • Accordingly, Standard Life has received, in aggregate, irrevocable undertakings and non-binding letters of intent to accept the Offer in respect of 7,165,810 Vebnet Shares, representing approximately 76.9 per cent. of the existing issued share capital of Vebnet.


  • The Offer Document will be posted to Vebnet Shareholders and, for information only, to Vebnet Option Holders as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this announcement.  


Commenting on the acquisition, Sandy Crombie, Group Chief Executive of Standard Life, said:


'I'm delighted that Vebnet is to become part of the Standard Life Group. The combination of Vebnet and Standard Life will provide significant opportunities in the Corporate market. This is a rapidly evolving market and an increasingly important part of our business. By adding enhanced flexible benefits and online reward solutions to our existing employee benefits platform we are able to create a proposition which will offer employers and employees improved choice and flexibility.  


There is a strong strategic fit between our businesses and this will give Standard Life the opportunity to work with the Vebnet team and create additional value for shareholders.'


Commenting on behalf of the Vebnet Directors, Gerry O'Neill, Chief Executive of Vebnet, said:


'The Vebnet Directors believe that the acquisition by Standard Life will create exciting opportunities for both customers and staff as the business continues to thrive within a larger organisation, enabling Vebnet to grow faster than it would be able to as an independent company. The price offered by Standard Life represents an attractive price for shareholders, reflecting the successful development of Vebnet in recent years and its position as one of the market leaders.'




This summary should be read in conjunction with, and is subject to, the full text of the following announcement. The Offer will be made subject to the conditions set out in Appendix A to this announcement and on the full terms and conditions to be set out in the Offer Document and (in respect of certificated Vebnet Shares) in the Form of Acceptance.


Enquiries:


Standard Life plc

Media Relations

Barry Cameron

Nicola McGowan

Investor Relations

Gordon Aitken

Duncan Heath




Tel: 0131 245 6165

Tel: 0131 245 4016


Tel: 0131 245 6799

Tel: 0131 245 4742

Noble Grossart (financial adviser to Standard Life)

Guy Stenhouse

Colin Grier


Tel: 0131 226 7011


Vebnet (Holdings) plc

Gerry O'Neill

Stephen Thurlow


Tel: 0131 270 5502

Deloitte Corporate Finance (financial adviser to Vebnet)

Roger Esler

Simon Houldsworth


Tel: 0113 243 9021

In accordance with Rule 2.10 of the City Code, Vebnet confirms that it has 9,324,183 ordinary shares of £1 each in issue.


The International Securities Identification Number (ISIN) for Vebnet's ordinary shares is GB0032392986.


Appendix A sets out the conditions and further terms to the Offer.


Appendices B and C set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived.


Appendix D contains definitions of certain terms used in this summary and the following announcement.


Noble Grossart, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to the clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.


Deloitte Corporate Finance is acting exclusively for Vebnet and for no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than Vebnet for providing the protections afforded to the clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. Deloitte Corporate Finance is a division of Deloitte & Touche LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.


This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.


This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.


Overseas Shareholders


The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to Vebnet Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Any persons who are subject to the laws of any jurisdiction other than the UK or Vebnet Shareholders who are not resident in the UK will therefore need to inform themselves about, and observe, any applicable requirements.


The Offer is not being, and will not be, made, directly or indirectly, in, into or from the United StatesCanadaAustraliaJapan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.


Forward-Looking Statements


This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Vebnet Group and certain plans and objectives of the Vebnet Directors and the Standard Life Directors, and these statements are naturally subject to uncertainty and changes in circumstances. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Without limitation, any statements preceded or followed by or that include the words 'anticipate', 'target', 'plan', 'believe', 'expect', 'aim', 'intend', 'goal', 'will', 'may', 'should', 'could', 'project', 'estimate', or words or terms of similar substance or the negative thereof, are forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment and fluctuations in interest and exchange rates. Other unknown and unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Standard Life nor Vebnet nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 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. 


Profit Forecasts


No statement in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted as meaning that earnings per Vebnet Share or per Standard Life Share for the current and future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per Vebnet Share or per Standard Life Share. Rather, these statements should be construed as references to potential enhancements to the earnings that might otherwise have been earned during the relevant financial period.


Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Vebnet, all 'dealings' in any 'relevant securities' of Vebnet (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Vebnet, they will be deemed to be a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Vebnet, by Standard Life or Vebnet, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel on telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.




  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM THE UNITED STATESCANADAAUSTRALIAJAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION


Announcement for Immediate Release


16 September 2008



RECOMMENDED CASH OFFER


by


STANDARD LIFE PLC


for


VEBNET (HOLDINGS) PLC



1    Introduction

The boards of Standard Life and Vebnet are pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by Standard Life for the entire issued and to be issued share capital of Vebnet.

2    The Offer

The Offer, which will be subject to the terms and conditions which are set out below and in Appendix A to this announcement and to the full terms and conditions to be set out in the Offer Document and, in respect of certificated Vebnet Shares, in the Form of Acceptance, will be made by Standard Life on the following basis:


for each Vebnet Share        260 pence in cash


The Offer represents a premium of approximately 114 per cent. to the Closing Price of 121.5 pence per Vebnet Share on 15 September 2008, the last business day prior to the date of this announcement.


The Offer values the entire existing issued share capital of Vebnet at approximately £24.2 million.


The Offer will extend to all Vebnet Shares unconditionally allotted or issued on the date of the Offer and any Vebnet Shares which are unconditionally allotted or issued (including pursuant to the exercise of options granted under the Vebnet Share Option Schemes) whilst the Offer remains open for acceptance or by such earlier time as Standard Life may, in accordance with the terms and conditions of the Offer, decide.


The Vebnet Shares will be acquired by Standard Life fully paid and free from all liens, equitable interests, charges, mortgages, encumbrances, rights of pre-emption and other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including without limitation all voting rights and the right to receive and retain in full all dividends and other distributions (if any) accrued, announced, declared, made or paid on or after the date of this announcement.

3    Recommendation

The Vebnet Directors, who have been so advised by Deloitte Corporate Finance, consider the terms of the Offer to be fair and reasonable. In providing advice to the Vebnet Directors, Deloitte Corporate Finance has taken into account the Vebnet Directors' commercial assessments. Deloitte Corporate Finance is acting as financial adviser to Vebnet for the purposes of providing independent financial advice to the Vebnet Directors on the Offer under Rule 3 of the City Code.


Accordingly, the Vebnet Directors intend unanimously to recommend that Vebnet Shareholders accept the Offer, as the Vebnet Directors and their connected parties have irrevocably undertaken to do in respect of their holdings, which in aggregate amount to 2,938,909 Vebnet Shares, representing approximately 31.5 per cent. of the existing issued share capital of Vebnet.

4    Irrevocable undertakings and letters of intent

Standard Life has received irrevocable undertakings to accept the Offer in respect of a total of 4,705,534 Vebnet Shares, representing in aggregate approximately 50.5 per cent. of the existing issued share capital of Vebnet, comprised as follows:


  • from each of the Vebnet Directors (and their associates) in respect of their entire beneficial holdings of, in aggregate, 2,938,909 Vebnet Shares, representing, in aggregate, approximately 31.5 per cent. of the existing issued share capital of Vebnet; and


  • from Cross Atlantic Technology Fund LP and Vebnet (Trustee) Limited in respect of an aggregate of 1,766,625 Vebnet Shares, representing approximately 18.9 per cent. of the existing issued share capital of Vebnet.


All of these undertakings will continue to be binding even in the event of a higher competing offer for Vebnet, and will only lapse if the Offer lapses or is withdrawn.


In addition, Standard Life has received non-binding letters of intent to accept the Offer in respect of a total of 2,460,276 Vebnet Shares, representing, in aggregate, approximately 26.4 per cent. of the existing issued share capital of Vebnet, comprised as follows:


  • from JPMorgan Asset Management (UK) Limited in respect of 1,123,616 Vebnet Shares, representing approximately 12.1 per cent. of the existing issued share capital of Vebnet;


  • from Liontrust Investment Services Limited in respect of 1,121,160 Vebnet Shares, representing approximately 12.0 per cent. of the existing issued share capital of Vebnet; and


  • from Edinburgh Partners Opportunities Fund PLC in respect of 215,500 Vebnet Shares, representing approximately 2.3 per cent. of the existing issued share capital of Vebnet.


Accordingly, Standard Life has received, in aggregate, irrevocable undertakings and non-binding letters of intent to accept the Offer in respect of 7,165,810 Vebnet Shares, representing approximately 76.9 per cent. of the existing issued share capital of Vebnet.


Further details of the irrevocable undertakings and non-binding letters of intent are set out in Appendix C.

5    Information on Standard Life 

Standard Life is principally involved in managing customers' assets held in the form of life assurance and pensions, investment management, banking and healthcare insurance products, and is a member of the FTSE 100 Index. Standard Life's head office is in Edinburgh, and in addition to its UK business, it has operations in CanadaIrelandGermanyAustria, the United States and Hong Kong, as well as joint ventures in China and India

 

For the first half year of 2008, Standard Life's present value of new business premium sales was £9,064 million, with worldwide life and pensions net flows of £1,964 million; total group assets under administration were £163.4 billion; embedded value operating profit before tax was £534 million, with IFRS underlying profit before tax of £345 million.  Standard Life has approximately 7 million customers and around 1.5 million shareholders worldwide.

6    Information on Vebnet 

Founded in 2000, Vebnet is a leading provider of technology and managed services related to total reward and flexible benefit programmes. Vebnet provides individual solution components or a full end-to-end service covering reward consultancy, benefit scheme design, communications, brokering, technology, helpdesk and outsourced administration. These solutions drive employee retention and empowerment and are key components in managing the cost of employee benefit provision for employers. Solutions are delivered through an employee benefits portal. These solutions are deployed both in the UK and worldwide.


Vebnet launched its FIX&FLEX® product in 2002 and its shares were admitted to trading on AIM in 2003. Vebnet's customers include a number of leading companies in the financial services, telecoms and professional services sectors. At 30 June 2008, Vebnet had 145 corporate clients with over 293,000 employee users of FIX&FLEX®.


Vebnet released its audited preliminary results for the year ended 30 June 2008 today. For the year ended 30 June 2008, Vebnet reported audited consolidated sales of £6,001,000 (2007: £5,245,000) and audited consolidated profit before taxation of £907,000 (2007: £490,000). At 30 June 2008, Vebnet had audited consolidated net assets of £3,996,000 (2007: £3,019,000).


Over the course of the financial year to 30 June 2008, Vebnet's core business grew substantially. Its forward sales pipeline is strong and the Vebnet Board remains confident that Vebnet is well positioned to enjoy future revenue growth.

7    Background to and reasons for the Offer

As part of its UK Financial Services division, Standard Life has a successful and growing Corporate business which offers a range of market leading propositions, such as Group Self Invested Pension Plans, combined with award-winning service and access to a diverse choice of funds from several of the leading fund managers, including Standard Life Investments. At 30 June 2008, Standard Life's UK Group Pension funds under management were approximately £15 billion, with more than 1 million plan members.  


There are a number of regulatory and legislative factors, such as pensions simplification and the UK government's planned introduction of personal accounts in 2012, that will continue to impact the UK corporate pensions market. This, along with the continued decline in popularity of defined benefit pension schemes and increasing use of compensation and benefit offerings to recruit and retain high quality staff, has created a rapidly evolving employee benefits market.


Within this market, the overall design of employee benefit packages is also becoming more sophisticated, with options such as corporate savings plans (including ISAs), salary/bonus sacrifice, total reward, flexible benefits and share save plans becoming increasingly important.


The strategy for Standard Life's Corporate business is to develop the current proposition towards an integrated online employee reward and benefits portal, the Employee Wealth Plan ('EWP'), offering:


  • employers a more cost effective way to deliver greater choice and control over the design and operation of their benefit schemes and their associated costs; and


  • individual employees a comprehensive overview of their financial portfolio, comprising their personal assets and their employer-provided benefits, together with enhanced choice.


As part of its strategy, Standard Life has decided to add a flexible benefits and online total reward capability to the EWP in order to provide employers with an attractive and configurable platform, offering a wide range of products and services across healthcare, banking and wealth management to their employees.


Vebnet has a well established position in the flexible benefits and online reward market in the UK and its client base closely matches the target market for Standard Life's EWP growth strategy. In addition, there is good technical compatibility across the existing IT infrastructure and systems of both parties. The acquisition of Vebnet therefore provides Standard Life with the opportunity to accelerate the development of its Corporate business and to create value for Standard Life Shareholders by combining Vebnet's client base, expertise and technology with Standard Life's EWP platform and service offering.


With regard to the important role played by employee benefit consultants ('EBCs') in the UK market, it is anticipated that both Standard Life and Vebnet will continue to work closely with EBCs to deliver compelling propositions to employers, deploying the enhanced EWP platform.  


Following acquisition, Vebnet will continue to offer its proposition under the Vebnet brand as well as supporting the development and delivery of the enhanced Standard Life EWP proposition. Vebnet has developed business activities in Europe and Asia and Standard Life believes that this creates an excellent opportunity for further penetration of its EWP platform on a global scale, deepening its relationships with key international employers and employees.

8    Background to and reasons for recommending the Offer 

In resolving to recommend the Offer, the Vebnet Directors have given careful consideration to the fundamental value of the business and to the reasonable expectations of Vebnet Shareholders. The Vebnet Directors believe that the acquisition of Vebnet by Standard Life will enable Vebnet to grow faster than it would be able to do as an independent company and that being part of the Standard Life Group will provide an opportunity to build a business with extended customer reach and a leading market position. Being part of a larger group will also increase the opportunities available to the management and other employees of Vebnet.


Vebnet has a record of significant achievements and the Offer represents an opportunity for Vebnet Shareholders now to receive a cash offer at a premium of approximately 114 per cent. to the Closing Price of 121.5 pence per Vebnet Share on 15 September 2008, being the last business day prior to the date of this announcement.  


Accordingly, the Vebnet Directors believe that the acquisition provides certainty at an attractive value to Vebnet Shareholders and that Standard Life will provide stable ownership to allow the accelerated development of the business. For these reasons, the Vebnet Directors intend unanimously to recommend that Vebnet Shareholders accept the Offer, as they have irrevocably undertaken to do in respect of their own beneficial holdings of Vebnet Shares.


9    Financing of the Offer


The cash consideration payable by Standard Life under the terms of the Offer will be funded from Standard Life's existing cash resources.


Noble Grossart confirms that it is satisfied that resources are available to Standard Life to satisfy full acceptance of the Offer.


10    Directors, management and employees

The Standard Life Directors believe that the prospects for employees of the Vebnet Group will be enhanced as a result of Vebnet becoming part of the Standard Life Group. The existing contractual employment rights of all employees of the Vebnet Group will be fully safeguarded.

11    Vebnet Share Option Schemes

The Offer will extend to any Vebnet Shares which are unconditionally allotted or issued on or before the date on which the Offer closes as a result of the exercise of options granted under the Vebnet Share Option Schemes.

To the extent that such options are not exercised, and if the Offer becomes or is declared wholly unconditional in all respects, it is intended that appropriate proposals will be made to Vebnet Option Holders.

12    Disclosure of interests in Vebnet Shares

Neither Standard Life, nor (so far as Standard Life is aware) any person acting, or deemed to be acting, in concert with Standard Life (excluding those parties providing irrevocable undertakings and non-binding letters of intent listed in Appendix C) for the purposes of the Offer has:

12.1    an interest in, or a right to subscribe for, Vebnet Shares or in any securities convertible or exchangeable into Vebnet Shares ('Relevant Vebnet Securities'); 

12.2    any short position in Relevant Vebnet 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; or

12.3    borrowed or lent any Relevant Vebnet Securities (except for any borrowed Vebnet Shares which have been either on-lent or sold) or has any arrangement in relation to Relevant Vebnet Securities.

For these purposes, 'arrangement' includes indemnity or option arrangements and any agreement or understanding, formal or informal, of whatever nature, relating to Relevant Vebnet Securities which may be an inducement to deal or refrain from dealing in such securities. In the interests of secrecy prior to this announcement, Standard Life has not made any enquiries in this respect of certain parties which are or may be deemed to be acting in concert with it for the purposes of the Offer. If such enquiries, which are now being made, reveal any relevant additional interests, the same will be discussed with the Panel and, if appropriate, will be disclosed to Vebnet Shareholders.

13    De-listing, cancellation of admission to trading on AIM, and compulsory acquisition and re-registration

If Standard Life receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the Vebnet Shares by nominal value and voting rights attaching to such shares to which the Offer relates and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Standard Life intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Vebnet Shares to which the Offer relates on the same terms as the Offer.


Assuming the Offer becomes or is declared unconditional in all respects and subject to any applicable requirements of the AIM Rules, Standard Life intends to procure the making of an application by Vebnet to the London Stock Exchange for the cancellation of trading in the Vebnet Shares on AIM. If this cancellation occurs, it will significantly reduce the liquidity and marketability of Vebnet Shares held by Vebnet Shareholders who have not assented to the Offer. It is anticipated that the cancellation of trading of Vebnet Shares on AIM will take effect no earlier than the expiry of 20 business days after the Offer becomes or is declared unconditional in all respects.


It is also intended that, following the Offer becoming or being declared unconditional in all respects, and, after the cancellation of admission of Vebnet Shares to AIM, Standard Life will seek to re-register Vebnet as a private limited company.

14    Anticipated timetable

The Offer Document will be posted to Vebnet Shareholders and, for information only, to Vebnet Option Holders as soon as practicable and in any event (save with the consent of the Panel) within 28 days of the date of this announcement.


15    General

There are no agreements or arrangements to which Standard Life is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a condition to the Offer.


Your attention is drawn to the further information contained in the Appendices which form part of this announcement.


The conditions to the Offer and a summary of further terms in relation to the Offer set out in Appendix A to this announcement form part of, and should be read in conjunction with, this announcement.


Appendices B and C to this announcement set out further information, including the bases and sources of information from which the financial and other calculations used in this announcement have been derived.


Appendix D to this announcement contains definitions of certain terms used in this announcement.


In accordance with Rule 2.10 of the City Code, Vebnet confirms that it has 9,324,183 ordinary shares of £1 each in issue.


The International Securities Identification Number (ISIN) for Vebnet's ordinary shares is GB0032392986.


The Offer will be subject to the applicable requirements of the City Code.


This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.


16    Enquiries

Standard Life plc

Media Relations

Barry Cameron

Nicola McGowan

Investor Relations

Gordon Aitken

Duncan Heath




Tel: 0131 245 6165

Tel: 0131 245 4016


Tel: 0131 245 6799

Tel: 0131 245 4742

Noble Grossart (financial adviser to Standard Life)

Guy Stenhouse

Colin Grier



Tel: 0131 226 7011


Vebnet (Holdings) plc

Gerry O'Neill

Stephen Thurlow


Tel: 0131 270 5502

Deloitte Corporate Finance (financial adviser to Vebnet)

Roger Esler

Simon Houldsworth


Tel: 0113 243 9021


17    Further Information

Noble Grossart, which is authorised and regulated in the UK by the Financial Services Authority, is acting exclusively for Standard Life and no one else in connection with the Offer and will not be responsible to anyone other than Standard Life for providing the protections afforded to clients of Noble Grossart nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein.


Deloitte Corporate Finance is acting exclusively for Vebnet and for no one else in connection with the Offer and will not regard any other person as its client nor be responsible to anyone other than Vebnet for providing the protections afforded to the clients of Deloitte Corporate Finance nor for providing advice in relation to the Offer, the contents of this announcement, or any transaction or arrangement referenced herein. Deloitte Corporate Finance is a division of Deloitte & Touche LLP, which is authorised and regulated by the Financial Services Authority in respect of regulated activities.


This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by the Offer Document, when issued, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted.


Overseas Shareholders


This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.


The distribution of this announcement in jurisdictions other than the UK and the availability of the Offer to Vebnet Shareholders who are not resident in the UK may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the UK or Vebnet Shareholders who are not resident in the UK will need to inform themselves about, and observe, any applicable requirements.


The Offer is not being, and will not be, made, directly or indirectly, in, into or from the United StatesCanadaAustraliaJapan or any other Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction.


Forward-Looking Statements


This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Vebnet Group and certain plans and objectives of the Vebnet Directors and the Standard Life Directors, and these statements are naturally subject to uncertainty and changes in circumstances. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Without limitation, any statements preceded or followed by or that include the words 'anticipate', 'target', 'plan', 'believe', 'expect', 'aim', 'intend', 'goal', 'will', 'may', 'should', 'could', 'project', 'estimate', or words or terms of similar substance or the negative thereof, are forward-looking statements. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment and fluctuations in interest and exchange rates. Other unknown and unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Neither Standard Life nor Vebnet nor their respective boards of directors assume any obligation to update or correct the information contained in this announcement, whether as a result of new information, future events or otherwise, except to the extent legally required. 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.  


Profit Forecasts


No statement in this announcement is intended, or is to be construed, as a profit forecast or to be interpreted as meaning that earnings per Vebnet Share or per Standard Life Share for the current and future financial years, or those of the combined group, will necessarily match or exceed the historical published earnings per Vebnet Share or per Standard Life Share. Rather, these statements should be construed as references to potential enhancements to the earnings that might otherwise have been earned during the relevant financial period.


Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Vebnet, all 'dealings' in any 'relevant securities' of Vebnet (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 pm (London time) on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the Offer Period otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of Vebnet, they will be deemed to be a single person for the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of Vebnet, by Standard Life or Vebnet, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the business day following the date of the relevant transaction.


A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8, you should consult the Panel on telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.

  Appendix A: Conditions and Further Terms of the Offer


Part I: Conditions of the Offer



The Offer is subject to the following conditions:

1.    valid acceptances having been received (and not, where permitted, withdrawn) by not later than 1.00 pm (London time) on the First Closing Date (or such later time(s) and/or date(s) as Standard Life may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of not less than 90 per cent. (or such lower percentage as Standard Life may, subject to the City Code, decide) in nominal value of the Vebnet Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless Standard Life (together with its wholly-owned subsidiaries) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) Vebnet Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of Vebnet, including for this purpose (except to the extent otherwise agreed by the Panel) any such voting rights attaching to Vebnet Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding conversion or subscription rights or otherwise.

For the purposes of this condition:


(i)    Vebnet Shares which have been unconditionally allotted but not issued shall be deemed to carry the voting rights they will carry upon issue;


(ii)    the expression 'Vebnet Shares to which the Offer relates' shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and


(iii)    valid acceptances shall be treated as having been received in respect of any Vebnet Shares which Standard Life shall, pursuant to section 979(8) of the Companies Act 2006, be treated as having acquired or contracted to acquire by virtue of acceptances to the Offer;

2.    if deemed by Standard Life acting reasonably to be reasonably necessary or appropriate, in connection with the Offer, all notifications, filings or applications under any applicable legislation or regulation of any relevant jurisdiction having been made and all waiting periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any relevant jurisdiction having been complied with and all Authorisations which are material in the context of the Vebnet Group having been obtained in terms and in a form satisfactory to Standard Life, acting reasonably; and all such Authorisations remaining in full force and effect at the time at which the Offer becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

3.    no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a 'Third Party') having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same) or having required any action to be taken or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) or otherwise having done anything which would or might reasonably be expected to:

(i)    make the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Vebnet by Standard Life or any member of the Wider Standard Life Group void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly materially prohibit, restrain, restrict, prevent, delay or otherwise interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise require amendment of the Offer or the acquisition of any such shares or securities by any member of the Wider Standard Life Group;

(ii)    require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Standard Life Group of any shares or other securities (or the equivalent) in Vebnet or any member of the Vebnet Group to an extent which is material in the context of the Vebnet Group taken as a whole or the Standard Life Group taken as a whole (as the case may be);

(iii)    require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Standard Life Group or by any member of the Vebnet Group of all or any part of the Vebnet Group's businesses, assets or property or impose any material limitation on the ability of any of them to conduct their businesses (or any part thereof) or to own any of their assets or properties (or any part thereof) to an extent which is material in the context of the Vebnet Group taken as a whole or the Standard Life Group taken as a whole (as the case may be);

(iv)    impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Standard Life Group directly or indirectly to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in Vebnet or on the ability of any member of the Vebnet Group or any member of the Wider Standard Life Group to hold or exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise voting or management control over, any member of the Vebnet Group;

(v)    require any member of the Wider Standard Life Group or the Vebnet Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Vebnet Group owned by any third party or any asset owned by any third party (other than in implementation of the Offer);

(vi)    result in any member of the Vebnet Group ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)    impose any material limitation on the ability of any member of the Wider Standard Life Group or any member of the Vebnet Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Standard Life Group and/or the Vebnet Group; or

(viii)    otherwise adversely affect any or all of the businesses, assets, profits or prospects of any member of the Vebnet Group or any member of the Wider Standard Life Group in a manner which is or may be material in the context either of the Vebnet Group taken as a whole or of the obligations of any member of the Wider Standard Life Group taken as a whole in connection with the Offer,

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Vebnet Shares or otherwise intervene having expired, lapsed, or been terminated;

4.    save as Disclosed, there being no provision of any agreement, arrangement, licence, permit, lease or other instrument to which any member of the Vebnet Group is party and which, in consequence of the making or implementation of the Offer or the acquisition or proposed acquisition by Standard Life of any Vebnet Shares, provides for or will or may reasonably be expected to result in, any of the following, in each case to an extent which is material in the context of the Vebnet Group taken as a whole:

(i)    any assets or interests of, or any asset the use of which is enjoyed by, any member of the Vebnet Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Vebnet Group;


(ii)    any monies borrowed by, or other indebtedness (actual or contingent) of, or any grant available to, any member of the Vebnet Group being or becoming repayable, or capable of being declared repayable, immediately or earlier than its or their stated repayment date or maturity date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn, inhibited or prohibited or being capable of becoming or being withdrawn or inhibited;


(iii)    the rights, liabilities, obligations, business or interests of any member of the Vebnet Group or any member of the Wider Standard Life Group under any such arrangement, agreement, licence, permit, lease or instrument being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;


(iv)    the financial or trading position or prospects of, or the value of, any member of the Vebnet Group being prejudiced or adversely affected;


(v)    the creation, save in the ordinary and usual course of business, 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 Vebnet Group;


(vi)    the creation of any liability (actual or contingent) by any member of the Vebnet Group other than trade creditors or other liabilities incurred in the ordinary course of business;


(vii)    any liability of any member of the Vebnet Group to make any severance, termination, bonus or other payments to any of its directors or other officers;


(viii)    the Offer, its implementation or the acquisition or proposed acquisition of any shares or other securities in, or control of, Vebnet by any member of the Wider Standard Life Group being or becoming void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or would otherwise directly or indirectly prohibit, or restrain, restrict, delay or otherwise interfere with the implementation of, or impose additional material conditions or obligations with respect to, or otherwise challenge or require amendment of the Offer or the acquisition of any such shares or securities by any member of the Wider Standard Life Group;


(ix)    the imposition of any limitation on, or material delay in, the ability of any member of the Wider Standard Life Group directly or indirectly to acquire or hold or effectively to exercise all or any rights of ownership in respect of shares or other securities in Vebnet or on the ability of any member of the Vebnet Group or any member of the Wider Standard Life Group directly or indirectly to hold or exercise effectively any rights of ownership in respect of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Vebnet Group;


(x)    a divestiture by any member of the Wider Standard Life Group of any shares or other securities (or the equivalent) in Vebnet being required, prevented or materially delayed;


(xi)    the imposition of any material limitation on the ability of any member of the Wider Standard Life Group or any member of the Vebnet Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Standard Life Group and/or the Vebnet Group; 


(xii)    the ability of any member of the Vebnet Group to carry on its business as currently carried on being adversely affected;


(xiii)    any member of the Vebnet Group ceasing to be able to carry on business under any name under which it presently carries on business; or


(xiv)    any change in or effect on the ownership or use of any intellectual property rights or computer systems owned or used by a member of the Vebnet Group;


5.    save as Disclosed, since 30 June 2007, no member of the Vebnet Group having:


(i)    issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save, where relevant, as between Vebnet and members of the Vebnet Group and save for the issue of Vebnet Shares on the exercise of Vebnet Share Options granted before the date of this announcement);


(ii)    redeemed, purchased, repaid or reduced or agreed to or announced any proposal to purchase, redeem, repay or reduce any of its own shares or other securities or, save in respect of the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital; 

(iii)    approved, recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution (whether payable in cash or otherwise) other than to a member of the Vebnet Group;

(iv)    save for transactions between Vebnet and its wholly-owned subsidiaries, merged with (by statutory merger or otherwise) or demerged from or acquired by any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged, or created or granted any security interest over, any material assets or any right, title or interest in any material asset (including shares and trade investments) or authorised, proposed, agreed or announced any intention to do so;

(v)    issued, authorised or proposed the issue of any debentures or (save as between Vebnet and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) or, save in the ordinary course of business, incurred or increased any borrowings or indebtedness or become subject to any liability (actual or contingent) to an extent which is material in the context of the Vebnet Group taken as a whole;

(vi)    entered into or varied or authorised, proposed or announced its intention to enter into or vary any material transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) (save in the ordinary course of business) which is of a long term, onerous or unusual nature or which is or which involves or could involve an obligation of a nature or magnitude which is reasonably likely to be materially restrictive on the business of any member of the Vebnet Group which, taken together with any other such material transaction, arrangements, contract or commitment is material in the context of the Vebnet Group as a whole;

(vii)    entered into, implemented or effected, or authorised, proposed or announced its intention to enter into, implement or effect any merger, demerger, reconstruction, amalgamation, composition, assignment, commitment scheme, or other similar commitment or other transaction or arrangement (other than the Offer) otherwise than in the ordinary course of business;

(viii)    waived or compromised any claim to an extent which is material in the context of the Vebnet Group taken as a whole;

(ix)    made, or announced any proposal to make, any material change or addition to any retirement, death or disability benefit or other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees;

(x)    entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract with any of the directors or senior executives of Vebnet or any of the directors or senior executives of any other member of the Vebnet Group;

(xi)    taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any receiver, administrator, administrative receiver, manager, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person or had any such person appointed in any jurisdiction;

(xii)    been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiii)    made any alteration to its memorandum or articles of association or other incorporation documents;

(xiv)    save in the ordinary course of business, waived or compromised any claim or authorised any such waiver or compromise which is material in the context of the Vebnet Group;

(xv)    proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Vebnet Group; or

(xvi)    entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

6.    since 30 June 2007, and save as Disclosed:

(i)    no litigation, arbitration proceedings, prosecution, investigation, enquiry, complaint, other legal proceedings, or reference to any relevant person, having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Vebnet Group or to which any member of the Vebnet Group is or is reasonably likely to become a party (whether as claimant, defendant or otherwise) and no enquiry or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Vebnet Group having been announced, instituted or threatened in writing by, against, or remaining outstanding in respect of, any member of the Vebnet Group, in each case which is material and adverse in the context of the Vebnet Group taken as a whole;

(ii)    there having been no adverse event, change or deterioration in the business, assets, financial or trading position or prospects or profits of any member of the Vebnet Group which is material in the context of the Vebnet Group taken as a whole;

(iii)    no contingent or other liability having arisen or become known to Vebnet or increased other than in the ordinary course of business (which is reasonably likely adversely to affect the business, assets, financial or trading position or profits or prospects of any member of the Vebnet Group to an extent which is material to the Vebnet Group taken as a whole); and

(iv)    no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Vebnet Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is reasonably likely to be material and adverse in the context of the Vebnet Group taken as a whole;

7.    save as Disclosed, Standard Life not having discovered:

(i)    that any financial, business or other information concerning the Vebnet Group Disclosed at any time or Disclosed to any member of the Wider Standard Life Group by or on behalf of any member of the Vebnet Group is misleading or contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately in writing to Standard Life or its advisers by inclusion in a data room);


(ii)    any information which affects the import of any information Disclosed (and which information was not subsequently corrected before the date of this announcement by disclosure publicly by an announcement to a Regulatory Information Service or privately in a data room);


in each case to an extent which is material and adverse in the context of the Vebnet Group taken as a whole; or


(iii)    that any asset of any member of the Vebnet Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) to an extent which is material in the context of the Vebnet Group taken as a whole.


References in this Part I of this Appendix A to 'Disclosed' means fairly disclosed to Standard Life or its advisers prior to the date of this announcement either by inclusion in this announcement, in the annual report and accounts of Vebnet for the financial year ended 30 June 2007 or the audited preliminary results for the year ended 30 June 2008, or by the delivery of an announcement by or on behalf of Vebnet to a Regulatory Information Service, or disclosed in writing to, or agreed in writing with, Standard Life or its advisers by Vebnet or its advisers.

Part II: Further terms of the Offer

Subject to the requirements of the Panel, Standard Life reserves the right to waive in whole or in part all or any of the conditions contained in paragraphs 2 to 7 inclusive of Part I of this Appendix A. The conditions contained in paragraph 2 to 7 inclusive of Part I of this Appendix A must be satisfied as at, or waived (where possible) on or before, the twenty-first day after the later of the First Closing Date and the date on which the condition in paragraph 1 is fulfilled (or, in each case such later date as the Panel may agree). Standard Life shall be under no obligation to waive or determine to be or treat as fulfilled, any of conditions 2 to 7 inclusive contained in Part I of this Appendix A by a date earlier than the date specified above for the fulfilment thereof, notwithstanding that the other conditions of the Offer may at such 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.


If Standard Life is required by the Panel to make an offer for Vebnet Shares under the provisions of Rule 9 of the City Code, Standard Life may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule.


The Offer will comply with the applicable rules and regulations of AIM and the City Code, will be governed by English law and will be subject to the jurisdiction of the courts of England. In addition, it will be subject to the terms and conditions as set out in this document and the Form of Acceptance (in respect of certificated Vebnet Shares).



  Appendix B


Further Information and Sources and Bases of Information



Bases and sources of information


In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:


  • historic share prices are sourced from the AIM appendix to the Daily Official List of the London Stock Exchange and represent closing middle market prices for Vebnet Shares on the relevant date;

  • the value of the existing issued share capital of Vebnet is based upon the entire issued share capital at the date of this announcement, namely 9,324,183 Vebnet Shares;

  • references to a percentage of Vebnet Shares are based on the number of Vebnet Shares in issue as set out in the previous paragraph

  • unless otherwise stated, the financial information relating to Vebnet has been extracted from the audited preliminary results of Vebnet for the year ended 30 June 2008;

  • information relating to Vebnet has been extracted from published sources and provided by the Vebnet Directors and persons duly authorised by Vebnet; and

  • information relating to Standard Life has been extracted from published sources and provided by the Standard Life Directors and persons duly authorised by Standard Life.


Disclosure of interests in Vebnet


Disclosure in paragraph 12 of this announcement regarding interests in Vebnet Securities are based on the position as at 15 September 2008, the last practicable date prior to this announcement.  

  Appendix C


Details of Irrevocable Undertakings and Letters of Intent



1    The following Vebnet Directors have entered into irrevocable undertakings with Standard Life to accept or procure acceptance of the Offer in respect of the following beneficial and connected holdings of Vebnet Shares:

Vebnet Director

Number of Vebnet Shares held

Gerard John O'Neill

1,016,634

Alasdair Gordon MacKenzie Nairn

977,123

Montague Ivor Samuels

574,385

Stephen David Thurlow

258,079

Derek Scott

112,688


All of these undertakings will continue to be binding even in the event of a higher competing offer for Vebnet, and will only lapse if the Offer lapses or is withdrawn.


All of these undertakings include an undertaking to accept the Offer in respect of any Vebnet Shares acquired pursuant to the exercise of Vebnet Share Options, comprising 92,600 Vebnet Share Options held by Gerard John O'Neill, 89,200 Vebnet Share Options held by Stephen David Thurlow, 20,000 Vebnet Share Options held by Derek Scott.

2    The following Vebnet Shareholders who are not Vebnet Directors have entered into irrevocable undertakings with Standard Life to accept the Offer in respect of their beneficial holdings of Vebnet Shares:

Vebnet Shareholder

Number of Vebnet Shares held

Cross Atlantic Technology Fund LP

1,684,475

Vebnet (Trustee) Limited

82,150


All of these undertakings will continue to be binding even in the event of a higher competing offer for Vebnet, and will only lapse if the Offer lapses or is withdrawn.


3    The following Vebnet Shareholders have given Standard Life non-binding letters of intent stating their intention to accept the Offer in respect of their beneficial holdings in Vebnet Shares.

Vebnet Shareholder

Number of Vebnet Shares held

JPMorgan Asset Management (UK) Limited


1,123,616

Liontrust Investment Services Limited


1,121,160

Edinburgh Partners Opportunities Fund PLC

215,500

  Appendix D


Definitions



The following definitions apply throughout this announcement unless the context otherwise requires:

'AIM'

the AIM market operated by the London Stock Exchange

'AIM Rules'

the AIM Rules for Companies published by the London Stock Exchange

'Australia'

the Commonwealth of Australia, its states, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof

'Authorisations'

regulatory authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals

'business day'

a day (other than a Saturday and a Sunday) on which banks are generally open for non-automated business in London

'Canada'

Canada, its provinces and territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof

'certificated' or 'certificated form'

in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST)

'City Code' 

the City Code on Takeovers and Mergers

'Closing Price'

the closing middle market price of a Vebnet Share, as derived from the AIM appendix to the Daily Official List of the London Stock Exchange

'Companies Act'

the Companies Act 1985, as amended, or where relevant the Companies Act 2006 and where any specific provision of the Companies Act 1985 is referred to, this will include, where relevant, any equivalent provision of the Companies Act 2006

'Corporate business'

the product lines sold by Standard Life to its corporate clients (employers) within the UK

'CREST'

the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)

'Deloitte Corporate Finance'

a division of Deloitte & Touche LLP of Stonecutter Court, 1 Stonecutter StreetLondon EC4A 4TR

'Disclosed'

has the meaning set out in Part I of Appendix A to this announcement

'Euroclear'

Euroclear UK & Ireland Limited

'First Closing Date'

the date which is 21 days following the posting of the Offer Document

'Form of Acceptance'

the form of acceptance and authority relating to the Offer which will accompany the Offer Document for use by Vebnet Shareholders with shares in certificated form in connection with the Offer

'Japan'

Japan, its cities, prefectures, territories and possessions and all areas subject to its jurisdiction and any political sub-division thereof

'London Stock Exchange'


London Stock Exchange plc

'Noble Grossart'


Noble Grossart Limited, financial adviser to Standard Life in respect of the Offer

'Offer'


the recommended cash offer to be made by Standard Life to acquire all of the issued and to be issued Vebnet Shares on the terms and subject to the conditions to be set out in the Offer Document and (in respect of Vebnet Shares in certificated form) the Form of Acceptance, including, where the context so permits or requires, any subsequent revision, variation, extension or renewal thereof

'Offer Document'


the document to be sent to Vebnet Shareholders (other than certain Overseas Shareholders) and, for information only, Vebnet Option Holders containing and setting out the terms and conditions of the Offer

'Offer Period'


the period commencing on 16 September 2008 and ending on the First Closing Date or, if later, on the date on which the Offer becomes or is declared unconditional as to acceptances or lapses or is withdrawn

'Offer Price'


260 pence in cash per Vebnet Share

'Overseas Shareholders'


Vebnet Shareholders (or nominees of, or custodians or trustees for Vebnet Shareholders) not resident in or citizens of the UK

'p''pence' or '£'


the lawful currency of the UK

'Panel'


the Panel on Takeovers and Mergers

'Regulations'


the Uncertificated Securities Regulations 2001

'Regulatory Information Service'


any information service authorised from time to time by the Financial Services Authority

'Restricted Jurisdiction'


any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Vebnet Shareholders in that jurisdiction

'Significant Interest'


a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity capital of an undertaking

'Standard Life'

Standard Life plc, a company incorporated in Scotland with registered number SC286832 and having its registered office at Standard Life House, 30 Lothian RoadEdinburghEH1 2DH

'Standard Life Directors' or 'Standard Life Board'

the board of directors of Standard Life

'Standard Life Group'

Standard Life and its subsidiary undertakings and, where the context permits, each of them

'Standard Life Investments'

Standard Life Investments Limited, a company incorporated in Scotland with registered number SC123321 and having its registered office at 1 George StreetEdinburghEH2 2LL

'Standard Life Shareholder'


a holder of Standard Life Shares and 'Standard Life Shareholders' shall be construed accordingly

'Standard Life Shares'


the issued share capital of Standard Life

'subsidiary' and 'subsidiary undertaking'


to be construed in accordance with the Companies Act

'UK'


the United Kingdom of Great Britain and Northern Ireland

'United States'


the United States of America, its territories and possessions, any state of the United States, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof

'Vebnet'


Vebnet (Holdings) plc, a company incorporated in England and Wales with registered number 792165 and having its registered office at 5th Floor, Northwest Wing, Bush House, Aldwych, London WC2B 4EZ

'Vebnet Directors' or 'Vebnet Board'


the board of directors of Vebnet

'Vebnet Group'


Vebnet and its subsidiary undertakings and, where the context permits, each of them

'Vebnet Option Holder'


a holder of share options under the Vebnet Share Option Schemes and 'Vebnet Option Holders' shall be construed accordingly

'Vebnet Shareholder'


a holder of Vebnet Shares and 'Vebnet Shareholders' shall be construed accordingly

'Vebnet Share Options'


options granted pursuant to the Vebnet Share Option Schemes

'Vebnet Share Option Schemes'


the Vebnet (Holdings) plc EMI Scheme and the Vebnet (Holdings) plc Unapproved Share Option Scheme

'Vebnet Shares'


the existing issued or unconditionally allotted and fully paid ordinary shares of £1 each in the capital of Vebnet and any further shares which are unconditionally allotted or issued before the date on which the Offer closes (or such earlier date or dates, not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the First Closing Date of the Offer, as Standard Life may decide) but excluding in both cases any such shares held or which become held in treasury

'Wider Standard Life Group'


Standard Life Group and associated undertakings and any other body corporate, partnership, joint venture or person in which Standard Life and such undertakings (aggregating their interests) have a Significant Interest


All references to legislation in this announcement are to UK legislation unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, extension or re-enactment thereof.


All references to time in this announcement are to London time. Words in this announcement importing the singular shall include the plural and vice versa.




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