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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Invu | LSE:NVU | London | Ordinary Share | COM SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 29.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
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 REPUUGQAGUPMUQQ
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