|How to run a company in the best interest of anyone except shareholders..|
|Whilst one always hopes for more on these occasions, I am relieved that a respectable offer has arrived at last.
Heaven knows when Vero would have got round to paying a dividend and it will be pleasant to receive some cash in these troubled times.|
|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.|
|IMHO feel we could be heading for 20p by the takeover announcement.|
|Decent results - I would not have been surprised with a lot worse after Delcam reported a halving of profits a few weeks ago. With operational gearing there will be rapid growth in earnings per share when the recovery gathers pace. Before the recession Vero were on course for 3p eps - might not happen this year but looks likely next year, which needs to be reflected in any offer.|
|results on first reading semm strong, would feel the buyer would be happy with them imho done deal but at what price.|
|Offer in the next two weeks|
|I sent them an e-mail yesterday asking when as yet no reply.|
|well so much for results in the next few days, that was a week ago, maybe someone else could email her, maybe there is talks going on.|
|Yes, I agree.|
|you could be right, if results are great a potential buyer of vero would not want another company to see them published, might get offerer news with results rns even.|
|Daytraders, I am starting to think that the offerer is reading over the Company figure, fingers crossed I do feel something is going.|
|dealit - Hi, email reply i got below, i dont know what offer period has to do with the delay, only posted what i got back, maybe you could email julie ?
Dear Mr """""""
I confirm that we are still in a possible offer period and this has contributed to the delay in announcing the results this year.
I anticipate that they will be released in the next few days.
|Daytraders, what as delayed results got to do with offer period I am becoming irritated by this delay.|
|was 1 trade today, for 100,000 at 12.53p and was a buy but listed as a sale, maybe the rns is tomorrow.|
|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?|
|Was Julie Randall company secretary that emailed me back.|
|Cheers Daytraders, here is hoping results are positive bought at 12.59 last week.|
|Had reply, results within a few days, and reason there delayed is because of the offer period.|
|im waiting for email before i invest more, i done a dummy buy and got a good price, 12.52p to buy when there is a 12.5% spread at 12 v 13.50, so the buy would also show up as a sale, so a few trades that show as sales are in fact buys.|
|Yes will let you know if i get reply.|
|Daytrader, I sent an e-mail last Tuesday asking the question about result date and got no reply hoping you have better luck.|
|varies - cheers i just sent them a email as below, will keep you all informed of reply.
I am a private investor in your company, have been for years, usually we would have got a final results rns weeks ago, previous years we have had them on the 3rd and 8th april, when will they be published do you think, also are you still in a possible offer period ?
I see that for 2007 and 2008 the annual results came out in early April. So those for 2009 cannot yet be regarded as late.
In November (if I remember rightly) I wrote to the Directors to complain about the long period of uncertainty over the "preliminary approach" and suggested that the company should put out a statement from time to time confirming that VERO was still in an Offer Period.
The answer was that such refreshers (my word, not theirs) were not required under AIM rules and that the Offer Period continued until an announcement was made to the contrary.
As I expect you know, holders of 1% or more of the capital have to declare all transactions whilst the Offer Period is in force.|
|we should have had final results rns weeks ago, any ideal when there being released ?, also i would like news on if there still in offer period, anyone contacted company lately.|