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Real-Time news about Vero Software (London Stock Exchange): 0 recent articles
|pugugly: 17.5p offer. ADVFN link to notice not working
17 May 2010
RECOMMENDED CASH OFFER
VERO SOFTWARE PLC
BV ACQUISITIONS SARL
TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER PART 26 OF THE COMPANIES ACT 2006
SUMMARY AND HIGHLIGHTS:
· The sole manager of BV Acquisitions S.à.r.l. ("BV Acquisitions") and the board of directors of Vero Software plc ("Vero") are pleased to announce that they have today reached agreement on the terms of a recommended cash offer by BV Acquisitions for the entire issued and to be issued ordinary share capital of Vero to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
· BV Acquisitions, established specifically for the purposes of making the Offer, is beneficially wholly owned by the Battery Funds.
· Under the terms of the Offer, each Vero Shareholder on the register of members at the Scheme Record Time will be classified as a Scheme Shareholder, and accordingly, on the Scheme becoming Effective, will be entitled to receive 17.5 pence in cash for each Scheme Share held.
· The Proposals value the entire issued and to be issued ordinary share capital of Vero at approximately £7.19 million (assuming the exercise in full of the Warrant and all outstanding options under the Vero Share Option Schemes) and the Offer Price represents:
(a) a premium of approximately 20.69 per cent. to the Closing Price of 14.5 pence per Vero Share on 15 September 2009 (being the last Business Day prior to the commencement of the Offer Period);
(b) a premium of approximately 42.86 per cent. to the volume weighted average price of 12.25 pence per Vero Share for the 3 months prior to 15 September 2009; and
(c) a discount of approximately 2.78 per cent. to the Closing Price of 18 pence per Vero Share on 14 May 2010 (being the last Business Day prior to the making of this announcement);
· The Vero Board, which has been so advised by Daniel Stewart & Company, considers the terms of the Proposals to be fair and reasonable. In providing its advice to the Vero Board, Daniel Stewart & Company has taken into account the commercial assessments of the Vero Board.
· Accordingly, the Vero Board has unanimously agreed to recommend that Vero Shareholders vote in favour of the resolutions relating to the Proposals at the Court Meeting and the General Meeting, as each of the directors of Vero who currently hold Vero Shares have irrevocably undertaken to do in respect of their own beneficial shareholdings (or the shareholdings they control), amounting in aggregate to 5,453,380 Vero Shares (representing approximately 14.64per cent. of the existing issued share capital of Vero).
· In addition, BV Acquisitions has received irrevocable undertakings to vote in favour of the Proposals from significant Vero Shareholders in respect of, in aggregate, 18,274,657 Vero Shares, representing approximately 49.04 per cent. of the existing issued share capital of Vero.
· In aggregate, therefore, BV Acquisitions has received irrevocable undertakings to vote in favour of the Proposals in respect of 23,728,037 Vero Shares, representing approximately 63.68 per cent. of the existing issued share capital of Vero. Further details of these irrevocable undertakings are set out below and in Appendix III to this announcement.
· It is intended that the Proposals will be implemented by means of a Court-sanctioned scheme of arrangement between Vero and its shareholders under Part 26 of the Companies Act 2006 (the "Scheme").
· Implementation of the Scheme will be subject, inter alia, to the sanction of the Court and the approval of Vero Shareholders. The Scheme Document, setting out full details of the Scheme and the procedures to be followed by Vero Shareholders to approve the Scheme, together with the Forms of Proxy, will be posted to Vero Shareholders and, for information only, to participants in the Vero Share Option Schemes and to the Warrantholder, as soon as practicable and in any event within 28 days from the date of this announcement, unless otherwise agreed with the Panel.
· If the Scheme does not become Effective by 30 September 2010, the Proposals will lapse except where the approval of Vero Shareholders at the Court Meeting and the General Meeting is obtained before this date, in which case the longstop date for the Proposals may be extended to such later date as BV Acquisitions and Vero may agree and, if appropriate, the Court may approve.
· The Court Meeting and the General Meeting are expected to be held on or around 23 June 2010 and, subject to the requisite Shareholder and Court approvals being obtained, it is expected that the Scheme will become Effective on or around 15 July 2010. All dates in this announcement which relate to implementation of the Scheme are subject to the approval of the Court and are therefore subject to change.|
|dealit: TD Waterhouse have all sells today but I feel they are buys at around 12.60 and the share price moved up at last, makes me wonder if the result are tomorrow?|
|dealit: Any opinions on a buy situation with results out Thurs/Fri this week. The CASH PS is only 4 times less than the SHARE PRICE which would normally signal a good investment IMHO|
|valhamos: An interesting development. Any offer needs to be north of 25p to be sensible even in the current economic climate. Share price reaction so far suggests market is not convinced that a serious offer will be forthcoming.
Could do with the interims being released.|
|silverfern: Rainmaker - 22 Jan'09 - Spec-Let the Vero share price do the talking-the share price could reach 30/35p in the next month
I'm watching this one, but any company in this climate that thinks it's ok to post sod all in five months loses my interest. Leads to 'post and hope' like the one above|
|rainmaker: Spec-Let the Vero share price do the talking-the share price could reach 30/35p in the next month
|rainmaker: A PRICE TO EARNINGS/ GROWTH RATE MODEL, COMMONLY KNOWN AS A "PEG" APPLIED TO VERO SOFTWARE as at 31/12/08.
Vero Software share price= 16.5p
EPS for 12 months to 31 Dec 2008 2.58p(est)(so called historic)
EPS for 12 months to 31 Dec 2009 3.33p(est)(so called future)
Percentage growth rate =3.33/2.58 x 100=28%
Prospective p/e for next twelve months=16.5/3.33=4.95*
A PEG under 1 is undervalued
A PEG of 1 is considered to be fairly valued
A PEG over 1 is considered to be overvalued.
CALCULATING THE INTRINSIC PRICE PEG VALUE
Adjusting the share price to a level whereby it's PEG would be 1 to obtain an intrinsic (fair)value according to this model=*adjust the prospective p/e to equal the growth rate so the prospective p/e becomes 28 then multiple this by the prospective eps=28 x 3.33=93.24p
The important thing to remember about Vero Software(VERO) is that it is a "growth" share(ie it is growing at a rate faster than the nominal growth rate in the economy!1!) but has Value characteristics (ie low price to earnings ratio, low price to sales ratio, low price to book ratio etc)so in buying the shares at current levels you are not paying for that growth.
!1!nominal growth rate in the economy is GDP + the inflation rate
|rainmaker: Looking at the forecasts for 2008 and 2009 and applying a p/e of the following-8(pretty much lowest rating post results),10(average rating, I would say) and 15 times(pretty much the highest in recent years*)we get the following prices and the percentage increase from the current 15.75 p share price-
2008 earnings(released April 2009)est 3.40p-
After 1 year holding period, % gain from current share price of 15.75p if Vero meets estimates and trades on 8,10 or 15 times historic eps respectively-
2009 earnings(released April 2010)est 4.50p-
After 2 year holding period,%gain from current share price of 15.75p if Vero meets estimates and trades on 8,10 or 15 times historic eps respectively-
2009% figures are compound rates ie 8 times 2009 estimates=36p which is 1.51 x 1.51 x 15.75p(the current share price)
* actually I believe it traded at 18 times historic earnings briefly within the previous three years but don't want to overcook things so have used 15 times.
|emergin: With the punters taking profits, VERO share price offers an opportunity to increase my stock holding. The price is right.|
Good spot on the Vero-Insight link
It now answers the questions that has been bugging me since the announcement, in addition to the one posed in my first post.
MineSet was developed by SGI but they had ceased marketing it and licensed it to Purple Insight.
"Happily, some ex-SGI people have struck a deal with SGI to revive MineSet. Headed by managing director Gareth Lane, the new company, Purple Insight, is working closely with SGI to do this. Lane was direct sales manager for SGI in the United Kingdom."
But in the RNS announcement Vero licence from SGI, so why was there no mention of Purple Insight? What exactly was the relationship between the new venture and Purple Insight bearing in mind the announcement listed some of Purple Insight customers - "Mineset is already in use with British Petroleum, Chevron Texaco and Bell Canada."?
"Its customers include BP, Bell Canada, General Dynamics and Chevron Texaco."
Also Purple Insight's office is in Gloucester close to Vero's in Stroud.
So it is interesting that the Vero-Insight web site is almost an exact copy of the Purple Insight website (even the name "Vero-Insight seems to have been chosen to emphasise the link). For instance try playing spot the difference with these:
(Incidentally, little on the manufacturing front - perhaps we'll see a few case studies before too long)
But then I came across this:
"In addition a team of former SGI Mineset software, services, and sales staff, along with new staff that bring additional key data mining experience, have been amalgamated into the company to create the Vero Insight division.....
'The creation of Vero Insight demonstrates we have the focus and dedicated resources to successfully continue to extend the advanced capabilities of Mineset and to build and deliver service-based offerings around the software' said Gareth Lane, General Manager of Vero Insight."
So it looks like the Purple Insight Manging Director and staff, who were ex-SGI staff, are now working at Vero with existing business transferred to the new venture. It confirms my view this is an exciting development and one, judging by the share price movement, that has been received well by the market, with the expectation that Vero will be able to use its distribution and marketing resources to significantly expand the user base.|
Vero Software share price data is direct from the London Stock Exchange