TIDMVELO
RNS Number : 4859Y
Azul Holding 2 Sarl
23 December 2010
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED
STATES OF AMERICA, JAPAN, CANADA OR AUSTRALIA OR ANY OTHER
JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
23 December 2010
RECOMMENDED CASH OFFER
BY
Azul Holding 2 S.a r.l.
TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE
CAPITAL OF
VELOSI LIMITED
Offer update and market purchases
On 9 December 2010, the directors of Azul Holding 2 S.a r.l.
("Azul") and Velosi Limited ("Velosi") announced the terms of a
recommended cash offer (the "Offer") to be made by Azul for the
entire issued and to be issued ordinary share capital of Velosi at
a price of 165 pence per ordinary share of $0.02 ("Velosi
Share").
The document setting out the full terms of the Offer (the "Offer
Document") was posted to Velosi shareholders on the same date.
Azul announces that, as at 3.00 p.m. (London time) on 22
December 2010, valid acceptances of the Offer had been received in
respect of a total of 26,341,364 Velosi Shares representing
approximately 54.4 per cent. of the existing issued share capital
of Velosi.
This total includes valid acceptances of the Offer received in
respect of 25,671,908 Velosi Shares from the executive directors
and certain other Velosi shareholders (and certain family members,
related trusts and connected persons, as applicable), representing
approximately 53.1 per cent. of the existing issued share capital
of Velosi, for which irrevocable undertakings to accept the Offer
had been received.
In addition to the Velosi Shares in respect of which Azul has
received acceptances of the Offer, Azul has acquired 4,458,481
Velosi Shares in the market for not more than 165 pence per Velosi
Share, representing approximately 9.2 per cent. of the existing
issued share capital of Velosi.
In total, therefore, as at 3.00 p.m. (London time) on 22
December 2010, Azul may count 30,799,845 Velosi Shares
(representing approximately 63.7 per cent. of the existing issued
share capital of Velosi) towards satisfaction of the acceptance
condition to its Offer.
Closing date of the Offer
The Offer will be open for acceptance until 3.00 p.m. (London
time) on 30 December 2010.
In light of the number of Velosi Shares that already count
towards satisfaction of the acceptance condition to the Offer being
in excess of 63.0 per cent. of the existing issued share capital of
Velosi, the directors of Azul urge Velosi Shareholders who have not
yet accepted the Offer to do so as soon as possible and in any
event by 30 December 2010.
Cancellation of trading in Velosi Shares on AIM
If the Offer becomes or is declared unconditional in all
respects and Azul receives acceptances of the Offer which result in
Azul and/or any other members of the Applus Group or The Carlyle
Group (as defined in the Offer Document) holding Velosi Shares
carrying in aggregate 75 per cent. or more of the total number of
Velosi Shares, Azul intends to procure that Velosi applies to the
London Stock Exchange for the cancellation of the admission of the
Velosi Shares to trading on AIM ("Cancellation").
Accordingly, Velosi Shareholders who do not accept the Offer in
respect of all or part of their Velosi Shares may be left with
minority holdings in an unquoted public company. Velosi
Shareholders should note that Cancellation is likely to
significantly reduce the liquidity and marketability of Velosi
Shares with respect to which the Offer has not been accepted.
Azul also intends that, following the Offer becoming or being
declared unconditional in all respects and after Cancellation,
Velosi will be re-registered as a private company.
To accept the Offer:
-- If you hold Velosi Shares, or any of them, in certificated
form (that is, not in CREST), you should complete the Form of
Acceptance sent to you with the Offer Document ("Form of
Acceptance") in accordance with the instructions printed thereon.
The completed Form of Acceptance, together with your share
certificate(s) and other document(s) of title, should be returned
as soon as possible by post to Computershare Investor Services PLC,
Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or
(during normal business hours only) by hand to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13
8AE, United Kingdom, in each case to be received no later than 3.00
p.m. on 30 December 2010. A reply paid envelope has been provided
for use in the United Kingdom; or
-- If you hold your Velosi Shares in uncertificated form (that
is, in CREST), you should take the action set out in paragraph 13
of the letter from the directors of Azul in part II of the Offer
Document and ensure that an Electronic Acceptance is made by you or
on your behalf and that settlement is no later than 3.00 p.m. on 30
December 2010.
If you have any questions relating to this announcement or the
completion and return of the Form of Acceptance, please call
Computershare Investor Services PLC, Corporate Actions Projects, on
0870 707 4028 (or, from outside the United Kingdom, on+44 870 707
4028) between 9.00 a.m. and 5.00 p.m. (London time) Monday to
Friday (excluding UK public holidays).
Velosi Shareholders should be aware that the Offer is
conditional, amongst other things, upon Azul obtaining valid
acceptances over not less than 90 per cent. (or such lesser
percentage as Azul may decide) in nominal value of the Velosi
Shares to which the Offer relates, provided that this Condition
will not be satisfied unless Azul shall have acquired or agreed to
acquire (whether pursuant to the Offer or otherwise), Velosi Shares
carrying, in aggregate, over 50 per cent. of the voting rights then
normally exercisable at general meetings of Velosi.
Please carefully read the Offer documentation in its entirety
before making a decision with respect to the Offer.
The Panel on Takeovers and Mergers has confirmed that the
Company is not subject to the Takeover Code and Velosi Shareholders
will not be afforded any protection under the Code.
Enquiries:
The Carlyle Group
Emma Thorpe / Rosanna
Konarzewski +44 (0)20 7894 1630
Execution Noble & Company
Limited
(Financial adviser to
Azul)
John Llewellyn-Lloyd /
Sunil Sanikop
(Corporate broker to Azul)
Richard Crawley +44 (0)20 7456 9191
This announcement is not intended to, and does not constitute or
form any part of, any offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise.
The Offer will be made solely through the Offer Document and (in
relation to Velosi Shares in certificated form) the accompanying
Form of Acceptance, which will together contain the full terms and
conditions of the Offer, including details of how to accept the
Offer. Any acceptance or other response to the Offer should be made
only on the basis of the information contained in the Offer
Document and (in relation to Velosi Shares in certificated form)
the Form of Acceptance.
The making of the Offer in, or to certain persons resident in,
or citizens or nationals of, jurisdictions outside the United
Kingdom or Jersey or to nominees of, or custodians, trustees or
guardians for such persons ("Overseas Shareholders") may be
prohibited or affected by the laws or regulatory requirements of
the relevant overseas jurisdiction. In particular, the Offer is not
being made, directly or indirectly, in or into or by the use of the
mails of, or by any means or instrumentality (including, without
limitation, e-mail, facsimile transmission, telex, telephone, the
internet or other forms of electronic transmission) of interstate
or foreign commerce, or of any facility of a national securities
exchange the Unites States of America, Japan, Canada or Australia
(each a "Restricted Jurisdiction") and the Offer cannot be accepted
by any such use, means, instrumentality or facility from or within
a Restricted Jurisdiction. Such Overseas Shareholders should inform
themselves about and observe any applicable legal requirements.
Copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Doing so may render
invalid any purported acceptance of the Offer.
Further details in relation to holders of Velosi Shares in
Restricted Jurisdictions are contained in the Offer Document.
Execution Noble, which is authorised and regulated in the United
Kingdom by the FSA, is acting as financial adviser exclusively for
Azul, and for no one else, in connection with the Offer. Execution
Noble will not regard any other person as its client nor be
responsible to anyone other than Azul for providing the protections
afforded to clients of Execution Noble, nor for providing advice in
relation to the Offer and this announcement or any matter referred
to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUURWRROAUUAA
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