Posting of Scheme Document
28 Mayo 2010 - 6:52AM
UK Regulatory
TIDMVERO
RNS Number : 7397M
Vero Software PLC
28 May 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 of such jurisdiction
28 May 2010
Recommended proposal for the acquisition of Vero Software Plc by BV Acquisitions
S.à.r.l. to be implemented by means of a scheme of arrangement
Posting of Scheme Document
Further to the announcement on 17 May 2010 by the board of Vero Software Plc
("Vero") and the sole manager of BV Acquisitions S.à.r.l. ("BV") that they had
reached agreement on the terms of recommended proposals for the acquisition of
the entire issued and to be issued share capital of Vero to be implemented by
way of a Court sanctioned scheme of arrangement pursuant to Part 26 of the
Companies Act 2006 (the "Scheme"), Vero now announces that the circular
containing, amongst other things, the terms and conditions of the Scheme and an
explanatory statement (in compliance with Section 897 of the Companies Act
2006), notices of the Court Meeting and General Meeting, a timetable of
principal events and details of the actions to be taken by Vero Shareholders
(the "Scheme Document") is being posted to Vero Shareholders today.
Capitalised terms used in this announcement have the meanings given to them in
the Scheme Document.
The Court Meeting and General Meeting to approve the Scheme are scheduled to
take place on 23 June 2010. An expected timetable of the principal events is set
out below.
Copies of the Scheme Document will be available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
up to and including the date on which the Scheme becomes effective pursuant to
its terms (the "Effective Date") at the offices of Daniel Stewart & Company Plc,
Becket House, 36 Old Jewry, London EC2R 8DD.
The Scheme Document will also be available until the Effective Date, or such
later date as Vero and BV may decide, on Vero's website at
www.vero-software.com.
Hard copies of the Scheme Document and Forms of Proxy will be available from the
offices of the Company at Hadley House, Bayshill Road, Cheltenham,
Gloucestershire GL50 3AW.
Expected timetable of principal events
The following indicative timetable sets out the key milestone dates towards
implementation of the Proposals
+-----------------------------------+-----------------------------------+
| Event | Time and/or Date |
+-----------------------------------+-----------------------------------+
| Latest time for lodging Forms of | |
| Proxy for the: | |
+-----------------------------------+-----------------------------------+
| Court Meeting (blue | 10.00 a.m. on 21 June 2010 (2) |
| form)(1) | |
+-----------------------------------+-----------------------------------+
| General Meeting | 10.15 a.m. on 21 June 2010 (2) |
| (white form) | |
+-----------------------------------+-----------------------------------+
| Voting Record Time | 6.00 p.m. on 21 June 2010 (3) |
+-----------------------------------+-----------------------------------+
| Court Meeting | 10.00 a.m. on 23 June 2010 |
+-----------------------------------+-----------------------------------+
| General Meeting | 10.15 a.m. on 23 June 2010 (4) |
+-----------------------------------+-----------------------------------+
| The following dates are subject | |
| to change (please see note (5) | |
| below): | |
+-----------------------------------+-----------------------------------+
| Scheme Court Hearing (to sanction | 12 July 2010 |
| the Scheme) | |
+-----------------------------------+-----------------------------------+
| Scheme Record Time | 6.00 p.m. on 13 July 2010 |
+-----------------------------------+-----------------------------------+
| Suspension of listing and | 7.00 a.m. on 14 July 2010 |
| dealings in Vero Shares, last day | |
| for registration of transfers of | |
| Shares and disablement of Vero | |
| Shares in CREST | |
+-----------------------------------+-----------------------------------+
| Reduction Court Hearing (to | 14 July 2010 |
| confirm the Reduction of Capital) | |
+-----------------------------------+-----------------------------------+
| Effective Date of the Scheme | 15 July 2010 |
+-----------------------------------+-----------------------------------+
| Cancellation of admission of Vero | 8.00 a.m. on 15 July 2010 |
| Shares to trading on AIM | |
+-----------------------------------+-----------------------------------+
| Latest date for despatch of | 14 days after the Effective Date |
| cheques (in respect of cash | |
| consideration) and settlement | |
| through CREST | |
+-----------------------------------+-----------------------------------+
All references to times are to times in London (unless otherwise stated).
The Court Meeting and the General Meeting will be held at the registered office
of Vero being Hadley House, Bayshill Road, Cheltenham, Gloucestershire, GL50 3AW
on 23 June 2010.
Notes:
(1) If the blue Form of Proxy for use at the Court Meeting is not
returned by 10.00 a.m. on 21 June 2010, it may be handed to the Registrars or to
the Chairman of the Court Meeting before the start of the Court Meeting.
(2) Please see "Action to be taken" on pages 5 and 6 of the Scheme
Document.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned meeting will be
6.00 p.m. two days before the day of the adjourned meeting.
(4) To commence at 10.15 a.m. or, if later, immediately after the
conclusion or adjournment of the Court Meeting.
(5) These times and dates are indicative only and will depend,
among other things, on the date upon which the Court sanctions the Scheme and
confirms the Reduction of Capital. Any changes to these times and dates will be
notified to Scheme Shareholders via a Regulatory Information Service or as may
otherwise be required by the Panel.
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
Dealing Disclosure Requirements:
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of Vero 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) Vero 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 p.m.
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 p.m. (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 Vero 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 Vero or of any paper offeror must
make a Dealing Disclosure if the person deals in any relevant securities of Vero
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) Vero 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 p.m. (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 Vero 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 Vero and by any offeror and
Dealing Disclosures must also be made by Vero, 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.
In accordance with normal United Kingdom market practice and subject to
applicable regulatory requirements, BV Acquisitions or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Vero shares outside the United States, other than
pursuant to the Scheme, prior to the Effective Date. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed as
required in the United Kingdom and under applicable regulatory requirements.
A copy of this announcement will be available on Vero's website:
www.vero-software.com
Daniel Stewart & Company Plc, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively as financial
adviser to Vero 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
Vero for providing the protections afforded to clients of Daniel Stewart &
Company Plc or for providing advice in relation to the Scheme, the contents of
this announcement or any other 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 VIII and Battery VIII Side Fund or
any affiliate or parallel fund of such funds (the "Battery Funds") and Battery
Partners VIII, LLC and Battery Partners VIII Side Fund, LLC, being the general
partners of the Battery Funds and any other direct or ultimate general partner
of the Battery Funds from time to time 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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