TIDMVELO
RNS Number : 0069A
Azul Holding 2 Sarl
25 January 2011
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 SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
25 January 2011
RECOMMENDED CASH OFFER
BY
AZUL HOLDING 2 S. R.L.
TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE
CAPITAL OF
VELOSI LIMITED
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
Introduction
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.
On 21 January 2011, Azul announced that the Offer had become
unconditional as to acceptances.
Azul is pleased to announce that all conditions of the Offer, as
set out in the Offer Document, have now been satisfied or waived
and its Offer for Velosi is therefore unconditional in all
respects.
Level of acceptances
Azul announces that, as at 3.00 p.m. (London time) on 24 January
2011, valid acceptances of the Offer had been received in respect
of a total of 41,266,085 Velosi Shares representing approximately
85.3 per cent. of the existing issued share capital of Velosi.
This total includes valid acceptances of the Offer 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; and
- a further 88,888 Velosi Shares, representing approximately 0.2
per cent. of the existing issued share capital of Velosi, for which
letters of intent to accept the Offer had been given.
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 24 January
2011, Azul may count 45,724,566 Velosi Shares (representing
approximately 94.5 per cent. of the existing issued share capital
of Velosi) towards satisfaction of the acceptance condition to its
Offer.
As announced by Azul on 21 January 2011, the Offer will remain
open for acceptance until 3.00 p.m. (London time) on 3 February
2011.
Velosi shareholders who have not yet accepted the Offer are
urged to do so as soon as possible and should follow the procedures
for acceptance of the Offer set out below.
Compulsory acquisition, cancellation of trading in Velosi Shares
on AIM and re-registration as a private company
As anticipated in the Offer Document, as Azul has received
acceptances of the Offer in respect of, or has otherwise contracted
to acquire more than, 90 per cent. of the Velosi Shares, Azul will
seek to exercise its right pursuant to the provisions of Part 18 of
the Companies (Jersey) Law 1991 to acquire compulsorily any
outstanding Velosi Shares not acquired or contracted to be acquired
pursuant to the Offer. Accordingly compulsory acquisition notices
will be despatched in due course to Velosi shareholders who have
not yet validly accepted the Offer.
Since Azul has received acceptances of the Offer which result in
Azul holding, in aggregate, more than 75 per cent. of the total
number of Velosi Shares, Azul is taking steps 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"). Cancellation will take effect no earlier than 20
clear business days after such application.
Azul also intends that Velosi will be re-registered as a private
company.
Consideration
Except as provided otherwise in the Offer Document, settlement
of cash consideration due under the Offer will be despatched (or,
in respect of Velosi Shares held in uncertified form, credited
through CREST) on or before 7 February 2011 in respect of Velosi
Shares for which acceptances of the Offer, valid in all respects,
have already been received or, in respect of Velosi Shares held in
uncertificated form, for which Electronic Acceptances have already
been validly made. Except as provided otherwise in the Offer
Document, settlement of cash consideration in respect of valid
acceptances received or made after 24 January 2011 will be
despatched (or, in respect of Velosi Shares held in uncertificated
form, credited through CREST) within 14 days of such acceptances
being received.
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. (London time) on 3 February 2011. A reply paid envelope has
been provided for use in the United Kingdom; or
-- If you hold your Velosi Shares, or any of them, 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. (London time) on 3 February 2011.
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).
The Panel on Takeovers and Mergers has confirmed that Velosi 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
Espirito Santo Investment Bank
(Financial adviser to Azul)
John Llewellyn-Lloyd / Matthew
Wilson
(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 is made solely through the Offer Document and (in
relation to Velosi Shares in certificated form) its accompanying
Form of Acceptance, which 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 of the United 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.
Espirito Santo Investment Bank, through its subsidiary Execution
Noble & Company Limited (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. Espirito Santo Investment Bank 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 Espirito Santo
Investment Bank, 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
OUPUSSARABAAUUR
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