VERO Vero Software

 

TIDMVERO 
 
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              | Votes against              | 
|        |                            | Scheme                     | the Scheme                 | 
+--------+----------------------------+----------------------------+----------------------------+ 
|        | No. of       | No. of      | No. of       | No. of      | No. of       | No. of      | 
|        | Scheme       | Scheme      | Scheme       | Scheme      | Scheme       | Scheme      | 
|        | Shareholders | Shares      | Shareholders | Shares      | Shareholders | Shares      | 
|        |              | Represented | (and %)      | Represented | (and %)      | Represented | 
|        |              |             |              | (and %)     |              | (and %)     | 
+--------+--------------+-------------+--------------+-------------+--------------+-------------+ 
| Totals |  47          |  32,103,776 |   41         | 26,501,345  |   6          |             | 
| in     |              |             |  (87.23%)    | (82.55%)    | (12.77%)     | 5,602,431   | 
| person |              |             |              |             |              | (17.45%)    | 
| and by |              |             |              |             |              |             | 
| proxy  |              |             |              |             |              |             | 
+--------+--------------+-------------+--------------+-------------+--------------+-------------+ 
 
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 
   END 
 
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