VERO Vero Software

 

TIDMVERO 
 
RNS Number : 6408D 
Vero Software PLC 
04 December 2009 
 
 
 
Vero Software plc 
 
 
("Vero" or "the Company") 
 
 
Loan Agreement 
 
 
 
 
 
 
Further to previous announcements and the General meeting held on 2 November 
2009, the Directors are pleased to announce that the Company has entered into a 
GBP2 million  5 year secured mezzanine term Loan ("Loan") with the Capital For 
Enterprise Fund A ("Lender"). 
 
 
The terms of the Loan include, inter alia, a warrant to subscribe for up to 3 
per cent. of the equity share capital of the Company (on a fully diluted basis) 
upon an exit event occurring as described in the circular to shareholders dated 
15 October 2009.  If such exit event has not occurred by 2 December 2014 the 
warrant ceases to be exercisable.  In addition, the Company must pay an exit fee 
in the form of shares equal to 3 per cent. of the equity share capital of the 
Company (on a fully diluted basis) or, at the Company's option, the cash 
equivalent, by not later than 2 December 2016, but only in circumstances where 
an exit event has not occurred on or prior to 2 December 2014. 
 
 
 
 
The proceeds of the Loan will be used to repay outstanding indebtedness to 
Fortis bank and for working Capital for the Company. 
 
 
The Capital for Enterprise Fund is a government fund which invests through 
professional commercial fund managers making investments of between GBP250,000 
and GBP2m into businesses which meet the EU's SME definition. Investment is 
aimed at fundamentally sound businesses with existing cash flows and genuine 
growth potential but which are currently constrained through being over-geared. 
The fund offers equity or mezzanine investment aimed at releasing and sustaining 
that growth potential. 
 
 
 
 
Commenting on the Loan completion, Don Babbs, CEO said "We are delighted to have 
eliminated the uncertainty surrounding the previous Fortis Bank loan and 
extended our working capital facilities despite the current global credit 
difficulties"." 
 
 
 
Preliminary Approach Update 
Following the announcement by the Company on 16 September 2009 that it had 
received a provisional approach from a financial institution that may or may not 
lead to an offer being made for the Company, the Company has continued to pursue 
discussions.  The Company remains in an Offer Period. 
 
 
 
 
 
 
For further information: 
 
 
Don Babbs, Chief Executive Officer    Tel: 01242 542 040 
Vero Software plc 
www.vero-software.com 
 
 
Paul Shackleton    Tel: 020 7776 6550 
Daniel Stewart & Company plc 
www.danielstewart.co.uk 
 
 
Will Henderson     Tel: 020 7360 4900 
Smithfield PR 
 
 
 
 
 
 
Dealing Disclosure Requirements: 
 
 
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the 
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in 
1% or more of any class of "relevant securities" of the Company, all "dealings" 
in any "relevant securities" of that company (including by means of an option in 
respect of, or a derivative referenced to, any such "relevant securities") must 
be publicly disclosed by no later than 3.30 pm (London time) on the London 
business day following the date of the relevant transaction. This requirement 
will continue until the date on which the offer becomes, or is declared, 
unconditional as to acceptances, lapses or is otherwise withdrawn or on which 
the "offer period" otherwise ends. If two or more persons act together pursuant 
to an agreement or understanding, whether formal or informal, to acquire an 
"interest" in "relevant securities" of the Company, they will be deemed to be a 
single person for the purpose of Rule 8.3. 
 
 
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant 
securities" of the Company by the Company, or by any of its respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
London business day following the date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
 
 
Notes to Editor: 
 
 
Vero Software plc is a company that creates and distributes CAD/CAM/CAE software 
for aiding the design and manufacturing process in specific sectors of the 
industry with a knowledge-driven focus on mould and die. The specific sectors 
include the design and manufacture of plastic injection moulds, sheet metal 
stamping dies, progressive dies, shoe moulds, and electrode production which, in 
turn, are to be found in a multitude of manufacturing industry sectors such as 
automotive, electronic and medical. 
 
 
Vero has offices in Italy, England, Japan, France, Canada, USA and China and now 
has a user base that numbers more than 20,000 and supplies products to more than 
40 countries via its wholly owned subsidiaries and competence centres. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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