RNS Number:0853H
INVU, Inc. (S)
06 November 2007
Not for release, publication or distribution, in whole or in part, in, into or
from the United States of America, Canada, Japan, Australia, South Africa or any
other jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
FOR IMMEDIATE RELEASE
6 November 2007
Proposals
for the reorganisation of the
Invu Group
The board of Invu, Inc. ("Invu") is pleased to announce the terms of a proposed
reorganisation (the "Reorganisation"), to be effected by means of a merger under
Colorado law, pursuant to which the entire issued share capital of Invu is to be
acquired by Invu plc, a newly-incorporated company which has been formed for the
purpose of effecting the Reorganisation.
Overview
* Under the terms of the Reorganisation, the share capital of
Invu will be reorganised into four classes of shares such that upon completion:
(i) each Invu shareholder who is not a US person will be entitled to
receive for each Common Share, 1 Ordinary Share in Invu plc; and
(ii) each Invu shareholder who is a US person will be entitled to
receive a cash payment of $0.532 for each Common Share.
* The Reorganisation, which will be implemented pursuant to a
merger agreement entered into between, among others, Invu and Invu plc, is
conditional, among other things, on:
(i) the approval of Invu shareholders at a special meeting to be held
at 4.15 pm (London time) on 5 December 2007;
(ii) Invu not having received Forms of Representation from, or the
Directors not having determined that it is reasonably likely that there exists,
such number of US persons as would be entitled to receive cash merger
consideration exceeding #1.5 million; and
(iii) the application having been made for admission to trading on AIM of
the entire issued and to be issued ordinary share capital of Invu plc.
* A quorum, consisting of the holders of record of common stock
entitling them to cast one-third of votes that shareholders are entitled to cast
at the meeting, must be present in person or by proxy before action may be taken
at the Special Meeting. To approve the Reorganisation, including the Merger,
holders of a majority of votes entitled to be cast at the Special Meeting must
vote in favour.
* Invu plc intends to apply for admission to trading on AIM of
its entire issued and to be issued ordinary share capital. Immediately
following completion of the Reorganisation, Invu will be an indirect
wholly-owned subsidiary of Invu plc.
* Commenting on the Reorganisation, Daniel Goldman, Chairman of
Invu, said:
"We are delighted that the proposed share capital reorganisation is one step
closer. This is an important move for us since, as we stated in June, we
believe our shareholders will benefit from improved liquidity and a simpler way
of viewing our performance and trading in Invu's shares. With our AIM quote,
headquarters, management and business activities all centred in the UK, it is
natural for us to become a UK resident company".
Expected timetable of principal events
Shareholders will shortly receive a Circular (including a notice of special
meeting) explaining the terms of the Reorganisation and an AIM admission
document relating to Invu plc. The Board urges Existing Invu Shareholders to
read this documentation when it becomes available because it contains important
information relating to the Reorganisation. The following timetable is
anticipated to apply:-
Latest time and date for return of Forms of Representation by Existing 4.15 p.m. on 3 December 20071
Invu Shareholders
Latest time and date for return of proxies for the Special Meeting 4.14 p.m. on 5 December 2007
Special Meeting of Invu, Inc. to approve the Reorganisation 4.15 p.m. on 5 December 2007
Effective time of reclassification of Common Shares 4.30 p.m. on 5 December 2007
Effective time of Merger 4.31 p.m. on 5 December 2007
Cancellation of admission to trading of Common Shares on AIM 8.00 a.m. on 6 December 2007
Admission and dealings commence in the Ordinary Shares on AIM 8.00 a.m. on 6 December 2007
CREST accounts credited (where applicable) 8.00 a.m. on 6 December 20072
Despatch of definitive share certificates or payment of cash (where 13 December 20073 or as soon as
applicable) practicable thereafter
1 This is the latest time and date for the return of the Form of Representation
in order to receive Ordinary Shares via CREST on 6 December 2007 and to avoid
potential negative UK tax consequences.
2 For those Existing Invu Shareholders (other than Existing Invu US
Shareholders) who return a duly completed and valid Form of Representation in
accordance with the above timetable and the instructions set out in the Circular
and the Form of Representation electing to receive Ordinary Shares via CREST
3 For those Existing Invu Shareholders who return a duly completed and valid
Form of Representation in accordance with the above timetable and the
instructions set out in the Circular and the Form of Representation
Reorganisation
Pursuant to the Reorganisation, Invu's common stock will be reclassified into
four classes of Common Shares rather than one. Existing Invu Shareholders other
than Invu 2007 Limited who (i) have returned a Form of Representation by 4:15
p.m. (London time) on 3 December 2007 representing that they are not U.S.
persons and who have not dissented from the Merger, or (ii) who the Board in its
exercise of discretion reasonably determines is not a U.S. person, will, in each
case, have such number of Common Shares as they currently hold reclassified as
Class A Shares. Existing Invu Shareholders who (i) have returned a Form of
Representation by 4:15 p.m. (London time) on 3 December 2007 representing that
they are U.S. persons and who have not dissented from the Merger, or (ii) who
the Board in its exercise of discretion reasonably determines is a U.S. person,
will, in each case, have such number of Common Shares as they currently hold
reclassified as Class B Shares. Invu 2007 Limited will have such number of
Common Shares as it currently holds reclassified as Class C Shares. Existing
Invu Shareholder who (i) have not returned a Form of Representation by 4:15 p.m.
(London time) on 3 December 2007 or (ii) properly exercised their dissenter's
rights with respect to the Merger under Colorado law will, in each case, have
such number of Common Shares as they currently hold reclassified as Class D
Shares. Each new class of Common Shares will have identical rights and
privileges as each other class, which will be the same rights and privileges
that current holders of Common Shares enjoy.
The Merger is expected to become effective upon Admission, subject to the prior
satisfaction or waiver of the conditions to the Merger Agreement, including,
without limitation, no more than 5 per cent. of Existing Invu Shareholders
exercising their dissenters' rights and Invu not having received Forms of
Representation from, or the Directors not having determined that it is
reasonably likely that there exists such number of U.S. persons as would be
entitled to receive cash Merger consideration exceeding #1.5 million.
Under the terms of the Merger Agreement, further details of which are included
in the Circular, Class A Shareholders will have the right to receive one
Ordinary Share for each Class A Share held, Class B Shareholders will have the
right to receive $0.532 in cash, for each Class B Share held, Class C
Shareholders will continue to own their Class C Shares with the same rights and
privileges as before the Merger, and Class D Shareholders (except for Class D
Shareholders who perfect their dissenter's rights) will have the right to
receive, upon return of a properly completed and valid Form of Representation,
either the Class A Share merger consideration or the Class B Share merger
consideration, depending upon their status as a U.S. person or non-U.S. person,
as indicated on such Existing Invu Shareholder's completed and valid Form of
Representation or as reasonably determined by the Board. Existing Invu
Shareholders exercising their dissenter's rights will have the right to receive
only the consideration provided for under Colorado law. Class D Shareholders who
fail to return a duly completed and valid Form of Representation on or before 31
March 2008 will only be entitled to receive the cash payment of $0.532 per
Common Share, regardless of whether or not such shareholder is a U.S. person.
Existing Invu Shareholders who are entitled to receive a cash payment pursuant
to the Merger Agreement will not be entitled to any interest on such cash
payment or otherwise. Beneficial owners whose Common Shares are held by a bank,
depository, broker or other nominee are considered to be Existing Invu
Shareholders for this purpose and should complete and return a Form of
Representation as soon as possible and by 4.15 p.m. (London time) on 3 December
2007 if they wish to receive Ordinary Shares in CREST on 6 December 2007 and to
avoid potential negative UK tax consequences.
Important UK tax consequences of the Reorganisation for certain Existing Invu
Shareholders
Only those Existing Invu Shareholders who return a duly completed and valid Form
of Representation so as to be received by Invu's registrars on or before
4.15p.m. (London time) on 3 December 2007 representing that they are not a US
person, or those Existing Invu Shareholders who the Directors in the exercise of
their discretion reasonably determine are not U.S. persons, will have their
Common Shares reclassified as Class A Shares. This is important as it is
anticipated that holders, and only holders, of Class A Shares will be able to
treat the cancellation of their Class A Shares and the receipt of Ordinary
Shares as an exchange of shares within the provisions of section 136 Taxation of
Chargeable Gains Act 1992 ("TCGA") and therefore for UK tax purposes as not
involving a disposal for capital gains purposes of their Common Shares. Failure
to return a duly completed and valid Form of Representation by this deadline may
result in an increased tax liability for Existing Invu Shareholders who are
subject to UK taxation.
Venture Capital Trust investors
The Directors believe that the Ordinary Shares in Invu plc will not constitute a
qualifying holding for existing Venture Capital Trust shareholders under the
provisions of chapter 4 part 6 Income Tax Act 2007 ITA. However, the Group has
received an informal clearance from HMRC that for Venture Capital Trust
shareholders the cancellation of Class A Shares in exchange for which they
receive Ordinary Shares will be a transaction within the provisions of paragraph
6 of the Venture Capital Trust (Exchange of Shares and Securities) Regulations
2002 and that paragraph 9 of the regulations will apply with the result that the
Ordinary Shares should continue to constitute a qualifying holding as defined in
chapter 4 of part 6 ITA for a period of three years after the issue date.
Enterprise Investment Scheme (EIS) Shareholders
Certain Existing Invu Shareholders who have qualified for relief under the
Enterprise Investment Scheme subscribed for shares in Invu on or around 17
November 2004. EIS reliefs will be withdrawn where there are within three years
of the issue date any arrangements in existence by virtue of which Invu may
become a 51 per cent. subsidiary of another company. The Group has received
oral assurance from HMRC that because the Effective Time of the Merger is after
the third anniversary of the issue date, HMRC will be unlikely to pursue this
point.
For Existing Invu Shareholders who have qualified for relief under the
Enterprise Investment Scheme there is an exemption from capital gains tax
potentially available under the provisions of section 150A(2) TCGA. For
Existing Invu Shareholders who are within this exemption, the cancellation of
Common Shares in exchange for which they receive Ordinary Shares will be a
transaction treated as an actual disposal of these shares. Any gain made on
this exchange can potentially benefit from the exemption provisions. However,
the new Ordinary Shares will not continue to qualify for this exemption and will
on any disposal be potentially taxable in the same way as any other
shareholding.
Some Existing Invu Shareholders who have qualified for relief under the
Enterprise Investment Scheme may have made claims under schedule 5B TCGA for
"reinvestment relief". The Directors believe that for such shareholders the
cancellation of Common Shares in exchange for which they receive Ordinary Shares
will be a chargeable event for the purposes of schedule 5B with the result that
any deferred gain attributable to the shares shall be treated as accruing at
that time.
The summary set forth above does not constitute a complete description of all
tax consequences relating to the Merger. Shareholders who are in any doubt as
to their tax position or the particular tax effects of the Merger should consult
an appropriate professional adviser immediately.
Background to and reasons for the Reorganisation
The Directors believe that the Reorganisation will improve the liquidity in Invu
plc's shares compared with that of Invu historically, simplify the structure of
the Group and minimise the risk of the Group in the future having to resume
periodic reporting and other obligations under US securities laws.
Improve liquidity
When Invu's Common Shares were admitted to trading on AIM in January 2004 it was
necessary to create two different lines of shares with the "ticker symbols" NVUK
(Regulation S) and NVU. The NVU shares were the original shares in Invu when
its shares were quoted in the United States on the OTC Bulletin Board. When
Invu's shares were admitted to trading on AIM, the new shares issued became the
NVUK shares, which were subject to transfer restrictions of Regulation S under
the Securities Act. The NVU shares were more illiquid because there was a lower
number of NVU shares in issue, and holders of these shares encountered
difficulty in being able to sell their shares on AIM.
The two separate ticker symbols have caused confusion in the minds of potential
investors. The different levels of supply and demand as between the two lines
of shares have also created from time to time a divergence in the share price
between the two lines of shares making it difficult for potential investors and
shareholders alike to accurately assess the Group's market value. The liquidity
of the shares has been further impaired because shares issued pursuant to
Regulation S or sold by affiliates of Invu, Inc. (including directors and large
shareholders) could not be traded in CREST due to the risk of breaching US
securities law transfer restrictions applicable to such shares.
The combination of these factors has had a negative impact on the liquidity and
price performance of Invu, Inc.'s shares historically. The Reorganisation will
result in Invu plc as the new holding company of the Group with one line of
shares tradable in CREST. The Directors believe that this will greatly enhance
the liquidity of Invu plc's shares compared with that of Invu, Inc.
historically.
Simplify the Group structure
Invu, Inc., as a Colorado corporation, has a capital structure and other
corporate attributes that are different from a UK public limited company and
potential investors have found the group structure confusing. Questions have
arisen about the possible exposure of Invu, Inc. to both US regulation and the
generally litigious environment in the United States. This has been confusing to
potential investors given that Invu, Inc. has always been predominantly a UK
business, subject to UK regulations in carrying on its trade in the UK. By
contrast, Invu plc is a UK public limited company.
SEC periodic reporting and other obligations
In the past, Invu, Inc. has been required to meet SEC periodic reporting and
other obligations. Invu, Inc. ceased its reporting obligations at the time of
the admission of its shares to AIM in 2004. However, it remained subject to the
requirements of the US Securities Exchange Act of 1934 which requires it to
resume its SEC reporting obligations if it exceeds both 300 shareholders of
record and total gross assets of $10 million, or exceeds 500 shareholders of
record, as at the end of any financial year. The Directors believe that Invu,
Inc. is likely to exceed these thresholds in the near future, triggering its
obligation to resume SEC periodic reporting and to comply with other
obligations, including the requirement to comply with Section 404 of the
Sarbanes-Oxley Act 2002. The costs of complying with such SEC regulations are
significant in comparison to the costs of complying with the AIM regulatory
requirements.
After Admission, the Group will not have any obligations to file periodic
reports with the SEC unless it subsequently meets the requirements of being a
"foreign private issuer". Although Invu plc will be subject to SEC reporting
requirements for foreign private issuers in the event that it ever meets certain
criteria in the future, including having more than 300 US resident shareholders
of record, the Directors believe this is unlikely to occur in the foreseeable
future.
Share incentive arrangements
The Existing Group currently has 4 option schemes ("Existing Schemes") pursuant
to which 6 tranches of share options have been granted between 2001 and 2005 to
both Directors and key members of staff. Options have been granted under both
Enterprise Management Incentives share option schemes ("EMI") and unapproved
share option schemes, totalling 4,402,802 options over Common Shares. The
executive Directors currently hold options in respect of 2,150,000 Common Shares
representing 49 per cent. of the issued share options. Existing share option
schemes cannot be "rolled over" into Invu plc pursuant to the Reorganisation.
All existing unapproved share options over Common Shares will be cancelled and
reissued on similar terms in Invu plc. Invu has agreed with option holders that
1,704,807 options in aggregate under the Invu Inc. Enterprise Management Share
Option Scheme (Group A and B) may be exercised prior to completion of the
Reorganisation and any options not so exercised will lapse. EMI option holders
who exercise their options prior to completion of the Reorganisation intend to
sell sufficient Common Shares to cover the exercise price and, as a result, are
to be granted up to 620,608 EMI options in aggregate immediately following the
Reorganisation as compensation for the loss of future potential growth in the
shares sold ("Compensation Options"). EMI options granted in 2001 and 2005 will
be cancelled prior to completion of the Reorganisation and reissued under
similar terms in Invu plc.
Conditional upon Admission, the Existing Schemes will cease and the Group will
establish the Invu plc Share Option Plan 2007, which will incorporate both EMI
and unapproved options. The principal features of the Share Plan will be set
out in the AIM admission document to be published by Invu plc shortly.
Following Admission, Invu plc intends to grant options over 4,387,084 Ordinary
Shares to directors of Invu plc and employees, comprising 620,608 Compensation
Options, 879,070 to directors of Invu plc and employees who currently have no
options with respect to the Existing Group, 2,697,995 replacement options, and
189,411 options to employees and directors of Invu plc who currently hold share
options. All of these options will have an exercise price of 28.5p.
Financing
Invu has agreed to loan to Invu plc up to #1.5 million in order to finance the
cash payments which will become payable under the terms of the Merger Agreement.
Special Meeting
The Special Meeting to approve the Reorganisation, including the
reclassification of Invu's share capital and the Merger Agreement, will be held
at 4.15pm (London time) on 5 December 2007 at Invu's offices at The Beren,
Blisworth Hill Farm, Stoke Road, Blisworth, Northamptonshire, United Kingdom.
The Board has fixed the close of business on 2 November 2007 as the record date
for the determination of shareholders entitled to notice of and to vote at the
Special Meeting and any adjournment or postponement of the Special Meeting.
Invu shareholders owning in aggregate 32,821,638 Common Shares, entitling them
to cast approximately 29% of the votes that may be cast at the Special Meeting,
have undertaken to vote for the Merger.
Cancellation of listing of Common Shares and Admission of Ordinary Shares
Prior to the Merger becoming effective, application will be made to London Stock
Exchange for the existing Common Shares to cease to be admitted to trading on
AIM. It is intended that this will become effective at 8.00 a.m. on 6 December
2007.
Application will be made for the Ordinary Shares to be admitted to trading on
AIM and it is anticipated that Admission will become effective and that dealings
will commence at 8.00 a.m. on 6 December 2007.
Related party transaction
The Merger is technically classified as a related party transaction under the
AIM Rules, by virtue of the fact that the Directors constitute the same
individuals as the directors of Invu plc.
While believing that the Reorganisation is fair and reasonable and in the best
interest of the Shareholders as a whole, the Directors are, however (together
with their related parties, as referred to in paragraph 5(a) note 2 of part IV
of the AIM admission document to be published by Invu plc), technically unable
to vote their Common Shares on the resolutions in the notice of Special Meeting
in connection with the Reorganisation. Had they been able to, they would have
voted in favour of the resolutions.
Invu shareholders owning in aggregate 32,821,638 Common Shares, entitling them
to cast approximately 29% of the votes that may be cast at the Special Meeting,
have undertaken to vote for the Merger.
Commenting on the Reorganisation, Daniel Goldman, Chairman of Invu, said:
"We are delighted that the proposed share capital reorganisation is one step
closer. This is an important move for us since, as we stated in June, we
believe our shareholders will benefit from improved liquidity and a simpler way
of viewing our performance and trading in Invu's shares. With our AIM quote,
headquarters, management and business activities all centred in the UK, it is
natural for us to become a UK resident company".
Expected timetable of principal events
Shareholders will shortly receive a circular (including a notice of special
meeting) explaining the terms of the Reorganisation and an AIM admission
document relating to Invu plc. The Board urges Existing Invu Shareholders to
read this documentation when it becomes available because it contains important
information relating to the Reorganisation. The following timetable is
anticipated to apply:-
Latest time and date for return of Forms of Representation by Existing 4.15 p.m. on 3 December 20074
Invu Shareholders
Latest time and date for return of proxies for the Special Meeting 4.14 p.m. on 5 December 2007
Special Meeting of Invu, Inc. to approve the Reorganisation 4.15 p.m. on 5 December 2007
Effective time of reclassification of Common Shares 4.30 p.m. on 5 December 2007
Effective time of Merger 4.31 p.m. on 5 December 2007
Cancellation of admission to trading of Common Shares on AIM 8.00 a.m. on 6 December 2007
Admission and dealings commence in the Ordinary Shares on AIM 8.00 a.m. on 6 December 2007
CREST accounts credited (where applicable) 8.00 a.m. on 6 December 20075
Despatch of definitive share certificates or payment of cash (where 13 December 20076 or as soon as
applicable) practicable thereafter
Appendix 1 of this announcement contains definitions of certain terms used in
this announcement.
4 This is the latest time and date for the return of the Form of Representation
in order to receive Ordinary Shares via CREST on 6 December 2007 and to avoid
potential negative UK tax consequences.
5 For those Existing Invu Shareholders (other than Existing Invu US
Shareholders) who return a duly completed and valid Form of Representation in
accordance with the above timetable and the instructions set out in the Circular
and the Form of Representation electing to receive Ordinary Shares via CREST
6For those Existing Invu Shareholders who return a duly completed and valid Form
of Representation in accordance with the above timetable and the instructions
set out in the Circular and the Form of Representation
All times in this document are London times unless otherwise stated.
Enquiries:
Invu, Inc. Tel: +44 1604 859 893
David Morgan, CEO
John Agostini, CFO
Arbuthnot Securities (nominated adviser to Invu, Inc.) Tel: +44 20 7012 2000
Tom Griffiths
Guy Blakeney
Financial Dynamics (PR adviser to Invu, Inc.) Tel: +44 20 7831 3113
James Melville-Ross
Juliet Clarke
This announcement is for information purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. Any response in relation to the
Reorganisation should be made only on the basis of the information contained in
the Circular.
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Invu and
Invu plc and no one else in connection with the Reorganisation and this
announcement and will not be responsible to anyone other than Invu and Invu plc
for providing the protections afforded to clients of Arbuthnot Securities
Limited or for providing advice in relation to the Reorganisation or the content
of, or any matter or arrangement referred to, in this announcement.
This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
disclosed had this announcement been prepared in accordance with the laws of any
jurisdiction outside England.
The distribution of this announcement in jurisdictions other than the United
Kingdom may be affected by the laws of relevant jurisdictions. Therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom will need to inform themselves about, and observe, any applicable
requirements.
This announcement contains statements about Invu and Invu plc that are or may be
forward looking statements. All statements other than statements of historical
facts included in this announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects" or, words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and growth of Invu's
operations; and (iii) the effects of government regulation on Invu's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on
such forward looking statements, which speak only as of the date hereof. Invu
disclaims any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
APPENDIX
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Act" or "Companies the Companies Act 1985 and the Companies Act 2006 (as applicable)
Acts"
"Admission" the admission of all the Ordinary Shares to trading on AIM and such
admission becoming effective in accordance with the AIM Rules
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the rules governing the operation of AIM and issued by the London Stock
Exchange from time to time, in relation to AIM traded securities comprising
of the AIM Rules for Companies and the AIM Rules for Nominated Advisers
"AIM Rules for the AIM Rules for Companies and guidance notes as published by the London
Companies" Stock Exchange from time to time
"AIM Rules for Nominated the AIM Rules for Nominated Advisers and guidance notes as published by the
Advisers" London Stock Exchange from time to time
"Arbuthnot" Arbuthnot Securities Limited, Invu, Inc.'s nominated adviser and broker
"Board" the board of directors of Invu, Inc.
"Circular" the proxy statement to shareholders of Invu, Inc. in respect of the
Reorganisation and convening the Special Meeting
"Class A Shares" shares of Class A stock of Invu to be created pursuant to the Reorganisation
"Class B Shares" shares of Class B stock of Invu to be created pursuant to the Reorganisation
"Class C Shares" shares of Class C stock of Invu to be created pursuant to the Reorganisation
"Class D Shares" shares of Class D stock of Invu to be created pursuant to the Reorganisation
"Combined Code" the principles of good governance and code of best practice published in
June 2006 by the Financial Reporting Council
"Common Shares" common shares in the capital of Invu, Inc.
"CREST" the computerised settlement system (as defined in the CREST Regulations)
operated by Euroclear UK & Ireland Limited (formerly CRESTCo) which
facilitates the transfer of title to shares in uncertificated form
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001/3755)
"Directors" the directors of Invu, Inc.
"Effective Time of the 4.31 p.m. on 5 December 2007
Merger"
"Existing Group" Invu, Inc. and its subsidiary undertakings
"Existing Invu holders of Common Shares before and as at the Effective Time of the Merger
Shareholders"
"Existing Invu US Existing Invu Shareholders who are US persons
Shareholders"
"Existing Schemes" the Executive Share Option Scheme, the Enterprise Management Incentives
Share Option Scheme (Group A and Group B), the Enterprise Management
Incentives Share Option Scheme, and the Executive Stock Incentive Option
Scheme, operated by Invu, Inc.
"Form of Representation" the form of representation accompanying the Circular to be completed by
shareholders of Invu, Inc. with respect to the consideration to be received
by them pursuant to the Merger
"FSA" the Financial Services Authority
"FSMA" the Financial Services and Markets Act 2000
"Group" in relation to references to the Group prior to the Reorganisation "Group"
means the Existing Group, and in relation to references to the Group
immediately following completion of the Reorganisation means Invu plc and
its subsidiary undertakings (as the context requires)
"Invu BV" Invu Netherlands B.V, a company incorporated under the laws of The
Netherlands and having its statutory seat in Amsterdam (registered under
file number 33137753) and a wholly owned subsidiary of Invu Holdings
"Invu plc " Invu plc, a company incorporated under the laws of England and Wales
(registered number 6283181 )
"Invu Holdings" Invu International Holdings Limited, a company incorporated under the laws
of England and Wales (registered number 3340939) and a wholly owned
subsidiary of Invu (UK) plc
"Invu, Inc." Invu, Inc. a company incorporated under the laws of the State of Colorado,
USA (charter number 19971027787)
"Invu Merger, Inc." Invu Merger, Inc. a company incorporated under the laws of the State of
Colorado, USA (charter number 20071501528)
"Invu Services" Invu Services Limited, a company incorporated under the laws of England and
Wales (registered number 3319922) and a wholly owned subsidiary of Invu plc
"Invu 2007 Limited" Invu 2007 Limited, a company incorporated under the laws of England and
Wales (registered number 6283287) and a wholly owned subsidiary of Invu plc
"Invu (UK) plc " Invu (UK) plc, a company incorporated under the laws of England and Wales
(registered number 3375359) and a wholly owned subsidiary of Invu, Inc.
"London Stock Exchange" London Stock Exchange plc
"Merger" the merger of Invu, Inc. with and into Invu Merger, Inc. under Colorado law
"Merger Agreement" the conditional agreement between, Invu, Invu plc, Invu 2007 Limited and
Invu Merger, Inc. relating to the Merger, further details of which will be
set out in the Circular
"Official List" the Official List of the UKLA
"Ordinary Shares" ordinary shares of 1p each in the capital of Invu plc
"OTC Bulletin Board" the Over the Counter Bulletin Board being a real time quotation medium that
NASD broker-dealer firms may use to enter, update and retrieve quotation
information for existing securities trading over-the-counter that are
neither listed on NASDAQ nor on a primary national securities exchange
"Prospectus Rules" the prospectus rules published by the Financial Services Authority
"Regulation S" Regulation S promulgated under the Securities Act
"Reorganisation" the reorganisation of the Group as more particularly described in this
announcement and the Circular
"Securities Act" the United States Securities Act of 1933, as amended
"Shareholders" holders of Common Shares in Invu
"Share Plan" the Invu plc 2007 Share Option Plan (Incorporating Enterprise Management
Incentives)
"Special Meeting" the special meeting of Invu, Inc. to be held at 4.15 p.m. on 5 December 2007
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UKLA" the competent authority as that expression is defined in FSMA
"United States", "US" or United States of America, its territories and possessions, any state in the
"USA" US and the District of Columbia and all other areas subject to its
jurisdiction
"US person" has the meaning set out in the Circular
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any references to any provision of any
legislation shall include any amendment, modification, extension or re-enactment
thereof.
All times referred to are London times unless otherwise stated. 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
END
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