Scheme of Arrangement Effective

 

TIDMVERO 
 
RNS Number : 4173P 
Vero Software PLC 
15 July 2010 
 

Not for release, publication or distribution, in whole or in part, in, directly 
or indirectly, or into or from any jurisdiction where to do so would constitute 
a violation of the relevant laws of such jurisdiction 
 
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 under Part 26 of the Companies Act 2006 (the "Scheme"). 
 
This announcement is made in accordance with the requirements of the AIM Rules 
for Companies. 
 
15 July 2010 
 
Scheme of Arrangement becomes Effective 
 
Vero is pleased to announce that the Scheme has now become Effective in 
accordance with its terms. 
 
Under the terms of the Scheme, holders of Vero Shares are entitled to receive 
17.5 pence for each Vero Share held at the Scheme Record Time (6.00 p.m. (London 
time) on 13 July 2010).  Settlement of the cash consideration due to holders of 
Vero Shares will be effected within 14 days of the Effective Date. 
 
Accordingly, Vero has become a wholly-owned subsidiary of BV.  Furthermore, as 
referred to in the circular containing the Scheme that was sent to Vero 
Shareholders on 28 May 2010 (the "Scheme Document"), each of Stephen Palframan 
and Elliot Miller have resigned from their positions as non-executive directors 
of Vero with immediate effect. 
 
Vero has made an application to the London Stock Exchange for the cancellation 
of the admission to trading of Vero Shares on AIM, to be effective from 7.00 
a.m. (London time) tomorrow, 16 July 2010. 
 
In accordance with Rule 19.11 of the Code, a copy of this announcement will be 
published on Vero's website www.vero-software.com. 
 
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: [phone] 
 
Daniel Stewart & Company Plc (Financial Adviser to Vero) 
Paul Shackleton                                             Tel: [phone] 
6550 
 
BV Acquisitions S.à.r.l. 
Mr. R. David Tabors Tel: [phone] 
 
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 INTENDED TO AND DOES NOT CONSTITUTE OR FORM PART OF, 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 [phone]." 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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