Not for release, publication or distribution, in whole or in part, in, directly or indirectly, or into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction
Recommended proposal for the acquisition of Vero Software Plc ("Vero") by BV Acquisitions S.à.r.l ("BV")to be implemented by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
This announcement is made in accordance with the requirements of the AIM Rules for Companies.
15 July 2010
Scheme of Arrangement Update regarding Scheme timetable
Further to the announcement by Vero yesterday in relation to the Court's confirmation of the capital reduction associated with the cancellation of the Scheme Shares, Vero announces a revised timetable for the proposed Scheme to supercede the timetable of events as set out in the announcement made by Vero dated 28 May 2010. Despite the Scheme still scheduled to become Effective today, cancellation of admission of Vero Shares to trading on AIM will now take place at 8.00am on Friday 16 July 2010.
An announcement will be made once the Scheme is deemed Effective.
Expected timetable of principal events
The following indicative timetable sets out the remaining key milestone dates towards implementation of the Scheme.
Time and/or Date
Effective Date of the Scheme
15 July 20101
Cancellation of admission of Vero Shares to trading on AIM
8.00 a.m. on 16 July 20101
Latest date for despatch of cheques (in respect of cash consideration) and settlement through CREST
14 days after the Effective Date
(1) These dates are indicative only and will depend, among other things, on the date upon which the Capital Reduction Order is delivered to the Registrar. If any of the dates set out above change, the Company will give notice of the change by issuing an announcement through a Regulatory Information Service and by notice on Vero's website www.vero-software.com.
Further announcements will follow with regards to the cancellation of the Scheme Shares.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on Vero's website www.vero-software.com.
All references to times are to times in London (unless otherwise stated).
Capitalised terms used in this announcement have the meanings given to them in the Scheme Document.
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
THIS ANNOUNCEMENT IS NOT INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF, AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF VERO, NOR SHALL IT FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR SUCH PURCHASE OR SUBSCRIPTION.
Apart from the responsibilities and liabilities, if any, which may be imposed on Daniel Stewart by the FSMA or the regulatory regime established thereunder, Daniel Stewart does not accept any responsibility whatsoever for the contents of this announcement or for any statement made or purported to be made by it, or on its behalf, in connection with Vero, the Vero Shares, or the Scheme. Daniel Stewart accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this statement or any such statement.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for Vero and no one else in connection with the Scheme and will not be responsible to anyone other than Vero for providing the protections afforded to clients of Daniel Stewart nor for providing advice in relation to the Scheme or the contents of this announcement, or any matter referred to herein.
Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to BV, Battery and the Battery Funds and no-one else in connection with the Scheme and other matters described in this announcement and will not be responsible to anyone other than BV, Battery and Battery Funds for providing the protections afforded to clients of Strand Hanson Limited or for providing advice in relation to the Scheme, the contents of this announcement or any other matter referred to herein.
Statements in this announcement regarding the Scheme, including expectations with respect to the Scheme and the timetable for completing the Scheme, future financial operating results, potential benefits of the Scheme, and future opportunities for Vero as well as any other statements about the future expectations, beliefs, goals, plans or prospects of the management of Vero constitute "forward-looking" statements. Any statements that are not statements of historical fact (including statements containing the words "believe", "plan", "anticipate", "expect", "estimate", and similar expressions) should also be considered to be forward-looking in nature. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including not obtaining the necessary approvals to complete the Scheme on a timely basis, or at all, decreases in demand for Vero's products and other factors described in Vero's Annual Report and Accounts for the year ended 31 December 2009. Vero disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this announcement. Vero Shareholders are cautioned not to place undue weight on these forward-looking statements. Actual results may differ materially from those anticipated in such forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied therein may not be realised.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129."