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For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

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In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

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We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

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Vero Software PLC (VERO)

  Print      Mail a friend       Annual reports

Wednesday 23 June, 2010

Vero Software PLC

Result of EGM

RNS Number : 1293O
Vero Software PLC
23 June 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.

 

23 June 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 (the "Scheme")

 

Results of Vero Shareholder Meetings

 

Further to the announcement by Vero on 28 May 2010 regarding the posting of the scheme document in relation to the proposed acquisition of the entire issued and to be issued share capital of Vero by BV (the "Scheme Document"), the Company is pleased to announce that at the Court Meeting and General Meeting held earlier today to approve the Scheme and associated matters, all resolutions were passed.

 

At the Court Meeting, the required majority in number of those Scheme Shareholders present and voting, either in person or by proxy, representing approximately 82.5 per cent. in nominal value of all Scheme Shares in respect of which votes were cast, voted in favour of the Scheme.  The voting of those Scheme Shareholders who cast votes either in person or by proxy at the Court Meeting was as follows:

 


Total Votes

Votes for the Scheme

Votes against the Scheme


No. of Scheme Shareholders

No. of Scheme Shares Represented

No. of Scheme Shareholders (and %)

No. of Scheme Shares Represented (and %)

No. of Scheme Shareholders (and %)

No. of Scheme Shares Represented (and %)

Totals in person and by proxy

 47

 32,103,776

  41

 (87.23%)

 26,501,345                  (82.55%)

  6

(12.77%)

  5,602,431 (17.45%)

 

At the General Meeting, the special resolutions required to implement the Scheme were each passed as a special resolution on a show of hands.

 

In order to become effective in accordance with its terms, the Court must now sanction the Scheme at two separate Court Hearings.  The two hearings are scheduled to take place on 12 July 2010 and 14 July 2010 respectively.  However, these dates and all subsequent dates in relation to the Scheme becoming effective are subject to change.  In the event that the hearing dates do change, Vero will give notice of the changes to the timetable by issuing an announcement to the London Stock Exchange and by notice on the Company's website at www.vero-software.com.

 

The Court Hearings will be heard before a Companies Court Judge at the Royal Courts of Justice, Strand, London WC2A 2LL.  It is anticipated that details of the Court Hearings will be published by Her Majesty's Court Service in the Daily Cause List for the Chancery Division of the Royal Courts of Justice on the Business Day prior to the date of the relevant hearing.  The Chancery Division listing office is open between 10.30 a.m. and 4.30 p.m. (London time), Monday-Friday, and telephones are manned on 020 7947 6690/6778 between 9.00 a.m. and 5.00 p.m. (London time) on the same days.

 

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 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
 
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