Scheme of arrangement

RNS Number : 2920B

Velti PLC

23 October 2009

 



Velti plc

Introduction of a new Jersey-incorporated, AIM-listed holding company

The distribution of this announcement, in whole or in part, in, into or from any jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions.

Summary

Velti plc ("Velti" or "Old Velti") today announces a proposed scheme of arrangement (the "Scheme") under sections 895 to 899 of the Companies Act 2006 (the "Act") relating to the corporate structure of Velti. The Scheme will entail introducing a new Jersey-incorporated, AIM-listed company also to be named Velti plc ("New Velti") as the holding company of Velti and its subsidiary undertakings (the "Group"). New Velti will be tax resident in the Republic of Ireland.

Under the Scheme, all of the existing holders of Old Velti ordinary shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Velti on a one-for-one basis. The respective holdings of shareholders in New Velti upon the Scheme becoming effective will therefore be the same as the respective holdings of shareholders in Old Velti immediately prior to the Scheme becoming effective.

Background to and reasons for the proposals

Since its formation in 2000, the Group's trading activities have been predominantly based outside the UK, with the main trading companies being located in Europe, Asia, the Far East, Latin America and the US. The Group has expanded, by acquisition and by organic growth, and has required financing to fund this expansion. Therefore, the decision was made in 2006 to seek a listing on AIM. Although the Group had no UK business operations at that time, it was decided that a UK parent company would be used as the listing vehicle, as that was considered to be the most appropriate vehicle for a listing on a UK stock exchange at that time.

Following Old Velti's listing on AIM, the Group has expanded further still, in Eastern Europe (Russia, Ukraine and Bulgaria), and in the Middle East, the Far East and the US. The Group is therefore developing into a geographically diverse multi-national business and, although it acquired a UK trading business (which is carried on by Velti DR Limited) later in 2006, the UK business now represents only a small, and reducing, proportion of the Group's total trading activities.  

With the current economic climate in mind, Velti's board of directors (the "Board") recently conducted a review of the Group's overall business strategy. As part of this review, the Board concluded that the Group should concentrate its resources on the expansion of its international business, particularly in growing economies such as Brazil, Russia, India, China and the Far East, and also in the US. This has led to the Board reconsidering the merits of continuing with a UK parent company, particularly in view of the relatively small size of the UK trading presence compared to other countries in which the Group operates.

The Board has concluded that the Group would be best served by having a parent company which is incorporated and resident in a territory other than the UK, which reflects and is more conducive to the international nature of the Group's activities.  

In this context, the Board has decided that the Group's parent company should be a Jersey incorporated company, tax resident in Ireland. The Board considers that such a change would be in the best interests of the Velti's shareholders, inter alia, as Ireland is viewed by the Board as having a simpler and more certain tax regime than the UK. This is expected to result in compliance cost savings, as well as reducing the risk of inadvertent tax liabilities on overseas profits. The associated cost savings and freeing-up of valuable management time are expected to help the Group to flourish as an international business, by allowing it to react more quickly and decisively to market opportunities, pressures and competitors. The ability to react quickly is particularly important when operating in the fast-moving telecoms industry, especially given the pace of the Group's international expansion.  

Following the implementation of the Scheme, the Group's principal activities will continue to be the provision of mobile marketing and advertising solutions for mobile operators, advertising agencies and media groups.  

The Board and management team of Velti will remain unchanged.  

Application of the Takeover Code and Investor Protection

Old Velti is not, and New Velti will not be, subject to the City Code because neither Old Velti's nor New Velti's place of central management and control is located within the UK, the Channel Islands or the Isle of Man.

The Scheme will not result in any substantive changes to Velti's existing corporate governance or investor protection measures and is not expected to have any adverse tax implications for Old Velti's UK-resident shareholders.

Terms of the Scheme

Under the Scheme, all of the existing holders of Old Velti ordinary shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Velti on a one-for-one basis. The respective holdings of shareholders in New Velti upon the Scheme becoming effective will therefore be the same as the respective holdings of shareholders in Old Velti immediately prior to the Scheme becoming effective.

The proposals do not involve any payment for the new ordinary shares in New Velti.

The effect of the Scheme will therefore be as follows:

• Old Velti will become a wholly-owned subsidiary of New Velti (New Velti will be listed on AIM and traded on the London Stock Exchange in Old Velti's place); and

• upon the Scheme becoming effective, each Velti ordinary shareholder will own the same number of ordinary shares in New Velti as the number they each owned in Old Velti immediately prior to the Scheme becoming effective.

Conditions to the Scheme

The implementation of the Scheme is conditional on the following:

a)       approval of the Scheme by Velti shareholders at a shareholder meeting (the “Court Meeting”) to be convened at the direction of the High Court of Justice in England and Wales (the "Court"). The approval required at the Court Meeting is a majority in number of Velti ordinary shareholders representing not less than 75% in value of those shareholders who vote at the meeting (whether in person or by proxy);

 

b)       approval by not less than 75% of all Velti shareholders voting at a general meeting (the "General Meeting");

 

c)       sanction by the Court;

 

d)       an office copy of the order of the Court sanctioning the Scheme under the Act having been duly delivered to the Registrar of Companies for registration and the order under section 648 of the Act confirming the reduction of capital provided for by the Scheme and the statement of capital under section 649 of the Act having been registered by the Registrar of Companies; and

 

e)       admission of New Velti to trading on AIM.

 

Share incentives

New Velti has put in place new share incentive plans for the purpose of replacing Old Velti's existing incentive plans. Holders of existing Old Velti incentive awards will be granted awards by New Velti in substitution for their existing Old Velti awards.

Resolutions dealing with certain matters related to Old Velti's and New Velti's share incentive plans will be put before Velti shareholders for approval at the General Meeting.

Circular and admission documentation

A circular setting out full details of the proposals and enclosing notices and forms of proxy in relation to the Court Meeting and the General Meeting will be sent to Velti shareholders on or around 28 October 2009 (the "Circular"). The Circular will also be published on the Company's website www.velti.com.  

AIM admission documentation, comprising a pre-admission announcement pursuant to Rule 2 and Schedule 1 of the AIM Rules for Companies and an appendix to that announcement containing additional information relating to New Velti (the "Appendix"), will be published on the Company's website www.velti.com.  

Expected timetable of principal events

All references to time in this announcement are to London time unless otherwise stated. The dates given are based on the directors' expectations and may be subject to change.

Date	Principal Event
19 November 2009	10.00 am: Latest requested time for receipt by the registrars of white forms of proxy for the Court Meeting
19 November 2009	10.15 am: Latest requested time for receipt by the registrars of blue forms of proxy for the General Meeting
21 November 2009	6.00 pm: Voting record time (in respect of the Court Meeting and the General Meeting)
23 November 2009	10.00 am: Court Meeting
23 November 2009	10.15 am: General Meeting
16 December 2009	Court Hearing to sanction the Scheme and associated reduction of capital
17 December 2009	Last day of dealings in Old Velti shares
17 December 2009	6.00 pm: Scheme Record Time
18 December 2009	Effective Date
18 December 2009	8.00 am:  cancellation of Old Velti shares from AIM; New Velti shares admitted to AIM; crediting of New Velti shares in uncertificated form to CREST accounts; and dealings in New Velti shares commence on the London Stock Exchange.
by 1 January 2010	Despatch of New Velti share certificates for New Velti shares in certificated form

Commenting on the proposals, David Mann, Non-Executive Chairman of Velti said:

"I hope that Velti shareholders will give full support to these proposals, which are expected to help the Group to continue to flourish as an international business. They will achieve cost savings and allow the Group to react more quickly and decisively to market opportunities, pressures and competitors. The ability to react quickly is particularly important in the fast-moving telecoms industry."

For further information, please contact:

Bankside Consultants Simon Bloomfield [e-mail] [phone] Steve Liebmann [e-mail] [phone]  Andy Harris [e-mail] [phone]	Velti Alex Moukas, Chief Executive Officer [phone] Nick Miles, PR Manager [e-mail]  [phone]
RBC Capital Markets Sarah Wharry [e-mail] [phone]

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION OR OFFER TO SELL OR EXCHANGE OR THE SOLICITATION OF AN INVITATION OR OFFER TO BUY OR EXCHANGE ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHALL BE SOLD, ISSUED, EXCHANGED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

For the avoidance of doubt, this announcement is not an offer of securities in the United States. New Velti ordinary shares to be issued in connection with the Scheme will not be, and are not required to be, registered with the US Securities and Exchange Commission under the US Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(10) thereof.  

Certain statements in this announcement constitute "forward-looking statements". Forward-looking statements include statements concerning the plans, objectives, goals, strategies, future operations and performance of the Group and the assumptions underlying these forward-looking statements. In this announcement the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "may", "will", "should", and any similar expressions identify forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the Group's actual results, performances or achievements to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward-looking statements include those factors that will be set out in Part II and elsewhere of the Appendix.

 

END

 

 

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