RNS Number:8338I
Finmeccanica SpA
29 November 2007
29 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM any RESTRICTED JURISDICTION OR ANY OTHER jurisdiction where to do so would
constitute a violation of the RELEVANT LAWS or regulations OF SUCH JURISDICTION
Recommended cash offer
by Finmeccanica S.p.A.
for
VEGA Group PLC
Summary
The boards of Finmeccanica and VEGA are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by
Finmeccanica for the entire issued and to be issued share capital of VEGA at a
price of 280 pence in cash per VEGA Share. The terms of the Offer value the
entire issued and to be issued share capital of VEGA at approximately #61.6
million.
Finmeccanica's proposed acquisition would provide VEGA with access to a full
range of technologies, platforms, clients and geographies within a much larger
group, thus enhancing VEGA's competitive positioning, while providing
Finmeccanica with additional capabilities in the professional services industry
for Aerospace and Defence customers.
The terms of the Offer represent a premium of approximately:
- 40.4 per cent. over VEGA's average Closing price of 199.5 pence on 22
November 2007, being the last day prior to the announcement on 23 November
2007 that VEGA had received an unsolicited approach from a third party; and
- 27.3 per cent. over VEGA's Closing price of 220 pence on 28 November
2007, being the last day prior to this announcement.
The directors of VEGA, who have been so advised by Investec, consider the terms
of the Offer to be fair and reasonable. In providing its advice, Investec has
taken into account the commercial assessments of the directors of VEGA.
Accordingly, the directors of VEGA unanimously recommend that VEGA Shareholders
accept the Offer, as the directors of VEGA have irrevocably undertaken to do in
respect of their own beneficial shareholdings of 74,300 VEGA Shares,
representing approximately 0.36 per cent. of VEGA's issued share capital.
The Offer is conditional, amongst other things, upon receiving the required
regulatory clearances. Further information on the terms and conditions to which
the Offer will be subject are set out in Appendix I and will be set out in the
Offer Document, which Finmeccanica expects to dispatch to VEGA Shareholders as
soon as practicable.
Commenting on the Offer, Pier Francesco Guarguaglini, Chairman and CEO of
Finmeccanica said:
"This transaction is part of our international growth strategy, and further
strengthens our ties with the UK Ministry of Defence. It has a strong strategic
value, not only for the considerable opportunities it may offer to the
Finmeccanica group companies operating in defence electronics and aerospace, but
also for the important activities that VEGA carries out with the UK government,
particularly in the defence and security sector."
Commenting on the Offer, Andy Roberts, Non-Executive Chairman of VEGA said:
"This is excellent news for VEGA's shareholders, customers, suppliers and
employees alike. Shareholders will realise a significant premium to the current
share price, in cash. For VEGA's other stakeholders, the acquisition by
Finmeccanica represents an opportunity to develop VEGA's capabilities from a
more powerful underlying platform, enhancing our service offering for our
customer base and providing a more exciting opportunity for our employees in the
future."
Enquiries:
Finmeccanica +39 06 32473290
Roberto Mengucci
John Stewart
UBS Investment Bank +44 20 7568 8000
Pierpaolo di Stefano
Mario Fera
VEGA +44 1707 362650
Ken Blyth
Investec +44 20 7597 4000
James Grace
Patrick Robb
Andrew Pinder
Smithfield (PR adviser to VEGA) +44 20 7360 4900
Reg Hoare
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. Appendix II of this announcement contains
the sources and bases of certain information used in this summary and in the
following announcement. Appendix IV of this announcement contains definitions of
certain terms used in this summary and the following announcement.
UBS is acting exclusively for Finmeccanica and no one else in connection with
the Offer and this announcement and will not be responsible to anyone other than
Finmeccanica for providing the protections afforded to clients of UBS or for
providing advice in relation to the Offer or the content of or any other matters
or arrangements referred to in this announcement.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for VEGA and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than VEGA for providing the protections afforded to clients of
Investec or for providing advice in relation to the Offer or the content of or
any other matter or arrangement referred to in this announcement.
This announcement has been prepared for the purposes of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws and regulations of
jurisdictions outside England. The Offer will be subject to the applicable
rules and regulations of the London Stock Exchange and the City Code.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise or of any vote or approval in any
jurisdiction. VEGA Shareholders are advised to read carefully the formal
documentation in relation to the Offer once it has been dispatched. This will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted. Any response in relation to the Offer should be made only
on the basis of the information contained in the Offer Document or any other
document by which the Offer is made.
The distribution of this announcement in jurisdictions other than the United
Kingdom and the availability of the Offer to VEGA Shareholders who are not
resident in and citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are located or of which they are
citizens. Such persons should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders will be contained in the Offer Document.
Unless otherwise determined by Finmeccanica or required by the City Code, and
permitted by applicable law and regulation, the Offer will not be made, directly
or indirectly, in or into or from, or by use of the mail, or by any means or
instrumentality (including, without limitation, telex, facsimile transmission,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or by any facilities of a national securities exchange of a
Restricted Jurisdiction and the Offer cannot be accepted by any such use, means
or instrumentality or otherwise from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and any documentation relating to the
Offer are not being, and must not be, directly or indirectly mailed or otherwise
forwarded, distributed or sent in or into or from any such jurisdiction where to
do so would constitute a breach of the securities laws in that jurisdiction.
Persons receiving this announcement (including, without limitation, custodians,
nominees and trustees) should observe these restrictions and should not send or
distribute this announcement in, into or from any such jurisdictions.
Forward Looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning VEGA
and Finmeccanica. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Finmeccanica and VEGA assume no obligation and do
not intend to update these forward-looking statements except as required
pursuant to applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of VEGA, all "dealings" in any "relevant securities" of
VEGA (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 p.m. (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 VEGA,
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 City Code, all "dealings" in "relevant
securities" of VEGA by Finmeccanica or VEGA, or by any of their 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 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 City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20
7382 9026; fax +44 (0) 20 7638 1554.
29 November 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM any RESTRICTED JURISDICTION OR OTHER jurisdiction where to do so would
constitute a violation of the RELEVANT LAWS or regulations OF SUCH JURISDICTION
Recommended cash offer
by Finmeccanica S.p.A.
for
VEGA Group PLC
1. Introduction
The boards of Finmeccanica and VEGA are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be made by
Finmeccanica for the entire issued and to be issued share capital of VEGA at a
price of 280 pence in cash per VEGA Share.
2. Recommendation
The directors of VEGA, who have been so advised by Investec, consider the terms
of the Offer to be fair and reasonable. In providing its advice, Investec has
taken into account the commercial assessments of the directors of VEGA.
Accordingly, the directors of VEGA unanimously recommend that VEGA Shareholders
accept the Offer, as the directors of VEGA have irrevocably undertaken to do in
respect of their own beneficial shareholdings of 74,300 VEGA Shares,
representing (as at the date of this announcement) approximately 0.36 per cent.
of the existing issued share capital of VEGA.
3. Summary of the Offer
Under the Offer, which will be subject to the conditions and further terms set
out in Appendix I (including (i) acceptances being received in respect of not
less than 90 per cent., or such lower percentage, carrying in aggregate more
than 50 per cent. of the voting rights in VEGA, as Finmeccanica may decide, of
the VEGA Shares to which the Offer relates and (ii) the obtaining of consents
and approvals from the relevant UK authorities) and the full terms and
conditions which will be set out in the Offer Document and the Form of
Acceptance, VEGA Shareholders will be entitled to receive:
for each VEGA Share, 280 pence in cash.
The terms of the Offer value the entire issued and to be issued share capital of
VEGA at approximately #61.6 million.
The terms of the Offer represent a premium of approximately:
- 40.4 per cent. to VEGA's Closing price of 199.5 pence on 22 November 2007,
being the last day prior to the announcement on 23 November 2007 that VEGA
had received an unsolicited approach from a third party; and
- 27.3 per cent. to VEGA's Closing price of 220 pence on 28 November
2007, being the last day prior to this announcement.
VEGA Shares that are subject to the Offer will be acquired fully paid with full
title guarantee and free from all liens, charges, equitable interests,
encumbrances, rights of pre-emption and any other third party rights and
interests of any nature whatsoever and together with all rights now and
hereafter attaching thereto, including, without limitation, voting rights and
the right to receive and retain in full all dividends and other distributions
(if any) declared, made or paid on or after the date of this announcement.
The Offer extends to all VEGA Shares unconditionally allotted or issued and
fully paid on the date of the Offer and any VEGA Shares which are
unconditionally allotted or issued and fully paid (or credited as fully paid)
(including pursuant to the exercise of options under the VEGA Share Option
Schemes) before the date on which the Offer closes (or such earlier date as
Finmeccanica may, subject to the City Code, decide, not being earlier than the
date on which the Offer becomes unconditional as to acceptances).
4. Background to and reasons for making the Offer
With a capitalisation of Euro8.3 billion, Finmeccanica is one of the world's
leading high technology companies dedicated to creating innovative technical
solutions, systems and platforms in the aerospace and defence industries.
VEGA is a specialist professional services company operating principally in the
Aerospace, Defence and Government markets offering consulting, technology, and
managed solution products.
Within the enlarged group, VEGA's technologies and products will strengthen
Finmeccanica's global positioning and reinforce their core competencies in the
defence and security systems market within the UK while providing Finmeccanica
with additional capabilities in the service industry for aerospace and defence
customers
5. Irrevocable undertakings
Finmeccanica has received irrevocable undertakings from directors of VEGA to
accept the Offer in respect of a total of 74,300 VEGA Shares, representing
approximately 0.36 per cent. of VEGA's issued share capital. The irrevocable
undertakings given by the directors of VEGA will remain binding in the event of
a competing offer being made for VEGA and will cease to be binding only if the
Offer lapses or is withdrawn.
Further details of these irrevocable undertakings are set out in Appendix III to
this announcement.
6. Background to and reasons for recommending the Offer
The board of VEGA believes that the Offer from Finmeccanica of 280 pence per
VEGA Share in cash provides both an attractive premium and certainty of value
today for VEGA Shareholders.
The directors of VEGA believe that VEGA will benefit significantly from being
part of the Finmeccanica Group. In particular, Finmeccanica has the financial
resources and managerial expertise to invest actively in the future development
of the business providing VEGA with immediate access to a full range of
technologies, platforms, clients and geographies within a much larger group,
thus enhancing VEGA's competitive positioning.
7. Information relating to Finmeccanica
Finmeccanica is an Italian industrial company, listed on the Borsa Italiana,
operating globally in the aerospace, defence and security sectors, and is one of
the world's leading groups in the fields of helicopters, aeronautics, defence
electronics and defence systems. It is also one of the European leaders in
satellite and space services as well as having considerable know-how and
production capacity in the energy and transport fields. With revenue of
approximately Euro11.2 billion and net profit of approximately Euro1.0 billion for the
financial year ending 31 December 2006, Finmeccanica is headquartered in Italy
and employs over 58,000 employees throughout Italy, the rest of Europe and the
USA.
8. Information relating to VEGA
VEGA is a specialist professional services company providing independent
consulting, technology and managed solutions across the aerospace, defence and
government sectors, based on 30 years' experience of specialist market and
technological domains. VEGA employs over 700 people in offices and operations
throughout Europe that serve clients worldwide.
For the financial year ended 30 April 2007, VEGA reported revenue of
approximately #64.1 million (2006: #62.1 million) and profit before taxation for
the year of approximately #3.8m (2006: #3.9m). VEGA had gross assets of #41.3m
as at 30 April 2007.
9. Financing
The cash consideration payable by Finmeccanica under the terms of the Offer will
be funded from Finmeccanica's existing cash resources and debt facilities.
UBS is satisfied that sufficient resources are available to Finmeccanica to
enable it to satisfy full acceptance of the Offer.
10. Management and employees of VEGA
Finmeccanica recognises the strong contribution made by VEGA's management and
employees to the development of VEGA and expects that VEGA's managers and
employees will play an important role in the Finmeccanica Group as well as
benefiting from greater opportunities within it. Accordingly, Finmeccanica has
given the board of VEGA assurances that, following the Offer becoming or being
declared unconditional in all respects, the existing employment rights,
including pension rights, of all management and employees of VEGA will be fully
safeguarded.
11. VEGA Share Option Schemes
The Offer will extend to any VEGA Shares which are unconditionally allotted or
issued and fully paid (or credited as fully paid) pursuant to the exercise or
vesting of options and awards under the VEGA Share Options Schemes while the
Offer remains open for acceptance (or such earlier date as Finmeccanica may,
subject to the City Code, determine not being earlier than the date on which the
Offer becomes unconditional as to acceptances).
Appropriate proposals will be made to participants in VEGA Share Options Schemes
in due course.
12. Disclosure of interests in VEGA Shares
Save as set out in this announcement, as at 28 November 2007, the last
practicable date prior to this announcement, neither Finmeccanica nor, so far as
Finmeccanica is aware, any person acting in concert with Finmeccanica (i) had an
interest in or right to subscribe for relevant securities of VEGA or (ii) had
any short position in relation to the relevant securities of VEGA (whether
conditional or absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery of
any relevant securities of VEGA or (iii) borrowed or lent any relevant
securities of VEGA (save for any borrowed shares which have been on-lent or
sold).
In view of the requirement for confidentiality, Finmeccanica has not made any
enquiries in this respect of certain parties who may be deemed by the Panel to
be acting in concert with Finmeccanica for the purposes of the Offer.
13. Delisting, compulsory acquisition and re-registration
If the Offer becomes or is declared unconditional in all respects, and
sufficient acceptances under the Offer are received, Finmeccanica intends to
procure that VEGA make applications to cancel the listing of VEGA Shares from
the UKLA's Official List and to cancel admission to trading in VEGA Shares on
the London Stock Exchange's market for listed securities.
It is anticipated that cancellation of both the listing on the Official List and
admission to trading on the London Stock Exchange will take effect (subject to
the Offer having become or being declared unconditional in all respects) no
earlier than 20 business days either (i) after Finmeccanica has by virtue of its
shareholdings and acceptances of the Offer, acquired or agreed to acquire issued
share capital carrying 75 per cent. of the voting rights of VEGA or (ii) on the
first date of issue of compulsory acquisition notices under Section 979 of the
Companies Act 2006. Finmeccanica will notify VEGA Shareholders when the required
75 per cent. has been attained and confirm that the notice period has commenced
and the anticipated date of cancellation. De-listing would significantly reduce
the liquidity and marketability of any VEGA Shares not assented to the Offer at
that time.
If Finmeccanica receives acceptances under the Offer in respect of, or otherwise
acquires, 90 per cent. or more in value of all the VEGA Shares to which the
Offer relates and 90 per cent. or more of the voting rights carried by all the
VEGA Shares, Finmeccanica intends to exercise its rights pursuant to the
provisions of Part 28 of the Companies Act 2006 to acquire compulsorily the
remaining VEGA Shares in respect of which the Offer has not been accepted on the
same terms as the Offer.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects, VEGA will be re-registered as a private company
under the relevant provisions of the Companies Act 1985.
14. General
The Offer Document and Form of Acceptance, which will include a letter of
recommendation from the Chairman of VEGA will be despatched to VEGA Shareholders
by Finmeccanica as soon as practicable.
The Offer will be on the terms and subject to the conditions set out herein and
in Appendix I and to be set out in the Offer Document.
This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise or of any vote or approval in any
jurisdiction. VEGA Shareholders are advised to read carefully the formal
documentation in relation to the Offer once it has been dispatched. This will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted. Any response in relation to the Offer should be made only
on the basis of the information contained in the Offer Document or any other
document by which the Offer is made.
Appendix I to this announcement contains the conditions and certain further
terms of the Offer.
Appendix II to this announcement contains details of the bases of calculations
and sources of the financial information set out in this announcement.
Appendix III to this announcement contains details of the irrevocable
undertakings that have been provided to Finmeccanica.
Appendix IV to this announcement contains definitions of certain expressions
used in this announcement.
The availability of the Offer to VEGA Shareholders who are not resident in and
citizens of the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in relation to
overseas shareholders will be contained in the Offer Document.
Enquiries:
Finmeccanica +39 06 32473290
Roberto Mengucci
John Stewart
UBS Investment Bank +44 20 7568 8000
Pierpaolo di Stefano
Mario Fera
VEGA +44 1707 362650
Ken Blyth
Investec +44 20 7597 4000
James Grace
Patrick Robb
Andrew Pinder
Smithfield (PR adviser to VEGA) +44 20 7360 4900
Reg Hoare
UBS is acting exclusively for Finmeccanica and no one else in connection with
the Offer and this announcement and will not be responsible to anyone other than
Finmeccanica for providing the protections afforded to clients of UBS or for
providing advice in relation to the Offer or the content of or any other matters
or arrangements referred to in this announcement.
Investec, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for VEGA and no one else in
connection with the Offer and this announcement and will not be responsible to
anyone other than VEGA for providing the protections afforded to clients of
Investec or for providing advice in relation to the Offer or the content of or
any other matter or arrangement referred to in this announcement.
This announcement has been prepared for the purposes of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws and regulations of
jurisdictions outside England. The Offer will be subject to the applicable
rules and regulations of the London Stock Exchange and the City Code.
Unless otherwise determined by Finmeccanica or required by the City Code, and
permitted by applicable law and regulation, the Offer will not be made, directly
or indirectly, in or into or from, or by use of the mail, or by any means or
instrumentality (including, without limitation, telex, facsimile transmission,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or by any facilities of a national securities exchange of,
a Restricted Jurisdiction and the Offer cannot be accepted by any such use,
means or instrumentality or otherwise from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and any documentation relating to the
Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any such
jurisdiction where to do so would constitute a breach of the securities laws in
that jurisdiction. Persons receiving this announcement (including, without
limitation, custodians, nominees and trustees) should observe these restrictions
and should not send or distribute this announcement in, into or from any such
jurisdictions.
Copies of this announcement are available for inspection at VEGA's registered
address 2 Falcon Way, Shire Park, Welwyn Garden City, Herts, Al7 1TW.
Forward Looking Statements
This announcement, including information included or incorporated by reference
in this announcement, may contain 'forward-looking statements' concerning VEGA
and Finmeccanica. Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates" or similar expressions identify
forward-looking statements. Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions and the
behaviours of other market participants, and therefore undue reliance should not
be placed on such statements. Finmeccanica and VEGA assume no obligation and do
not intend to update these forward-looking statements, except as required
pursuant to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of VEGA, all "dealings" in any "relevant securities" of
VEGA (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 p.m. (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 VEGA,
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 City Code, all "dealings" in "relevant
securities" of VEGA by Finmeccanica or VEGA, or by any of their 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 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 City Code, which can also be found
on the Panel's website. If you are in any doubt as to the application of Rule 8
to you, please contact an independent financial adviser authorised under the
Financial Services and Markets Act 2000, consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20
7382 9026; fax +44 (0) 20 7638 1554.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
The Offer will comply with the City Code and will be governed by English law and
subject to the jurisdiction of the English courts. The Offer will be subject to
the following conditions:
1. valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by no later than 3.00 p.m. (London time) on the
first closing date of the Offer (as set out in the Offer Document) (or such
later time(s) and/or date(s) as Finmeccanica may, with the consent of the Panel
or in accordance with the rules of the Code, decide) in respect of not less than
90 per cent. (or such lesser percentage as Finmeccanica may decide) of the VEGA
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Finmeccanica and/or any member of the Finmeccanica Group shall
have acquired or agreed to acquire (whether pursuant to the Offer or otherwise),
directly or indirectly, VEGA Shares carrying in aggregate more than 50 per cent.
of the voting rights normally exercisable at a general meeting of VEGA. For the
purposes of this condition:
1.1 VEGA Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue; and
1.2 the expression "VEGA Shares to which the Offer relates" shall
be construed in accordance with Part 28 of the Companies Act 2006; and
1.3 valid acceptances shall be deemed to have been received in
respect of VEGA Shares which are treated for the purposes of Section 979 of the
Companies Act 2006 as having been acquired or contracted to be acquired by
Finmeccanica by virtue of acceptances of the Offer;
2. subject to condition 4 below:
2.1 in the event that the proposed acquisition of VEGA by
Finmeccanica (the "Transaction") gives rise to a relevant merger situation
within the meaning of Section 23 of the Enterprise Act 2002 ("Enterprise Act"),
the UK Office of Fair Trading ("OFT") indicating in terms reasonably
satisfactory to Finmeccanica that the Transaction or any part of it will not be
referred to the Competition Commission;
2.2 in the event that the UK Secretary of State for Business,
Enterprise and Regulatory Reform issues an intervention notice under Section 45
of the Enterprise Act or issues a special intervention notice under Section 59
of the Enterprise Act, the Secretary of State for Business, Enterprise and
Regulatory Reform indicating (in either case) in terms reasonably satisfactory
to Finmeccanica that he or she does not intend to refer the Transaction or any
part of it to the Competition Commission;
2.3 if condition 2.1 or 2.2 is satisfied, the period specified in
Rule 26 of the Competition Appeal Tribunal Rules 2003 for making any application
under Section 120(1) of the Enterprise Act for the review of a decision in
relation to the Transaction having expired without any such application being
made;
2.4 in so far as the Transaction is notified to the Italian
Competition Authority (Autorita Garante della Concorrenza) under Law No.287 of
10 October 1990 the Italian Competition Authority indicating in terms reasonably
satisfactory to Finmeccanica that it will not open second phase proceedings into
its review of the Transaction under Law No.287.
2.5 in so far as the Transaction is notified to the Federal Cartel
Office (Bundeskartellamt) ("FCO") under the Act against Restraints of
Competition 1957 (Gesetz gegen Wettbewerbsbeschrankungen) ("ARC") the FCO
having cleared the Transaction at the first assessment stage or the one month
waiting period having expired without the FCO having prohibited the Transaction.
3. if a request to the European Commission is made by the
competent authorities of one or more Member States under Article 22 of Council
Regulation (EC) 139/2004 (the "Regulation") in relation to the Transaction or
any part of it and is accepted by the European Commission:
3.1 the European Commission issuing a decision pursuant to Article
6(l)(b) of the Regulation in terms reasonably satisfactory to Finmeccanica
declaring that the Transaction or, if applicable, the relevant part of the
Transaction, is compatible with the common market; and
3.2 to the extent that any of the authorities referred to
conditions 2.1, 2.2, 2.4 or 2.5 retains jurisdiction over any part of the
Transaction, the conditions set out in conditions 2.1, 2.2, 2.3, 2.4 and 2.5
above being satisfied in relation to each such part of the Transaction.
4. no central bank, government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
trade agency, court, professional association, or any other such body or person
in any jurisdiction (each a "Third Party") having given notice of a decision to
take, institute or threaten any action, proceeding, suit, investigation, enquiry
or reference, or having required any action to be taken, or otherwise having
done anything, or having enacted, made or proposed any statute, regulation,
decision or order which would:
4.1 make the Offer, its implementation or the acquisition or
proposed acquisition by Finmeccanica, or any member of the Wider Finmeccanica
Group, of the VEGA Shares, void, unenforceable or illegal under the laws of any
jurisdiction, or restrict, prohibit or delay to a material extent or otherwise
materially interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially challenge or
require material amendment of, the Offer, the acquisition or proposed
acquisition by Finmeccanica, or any member of the Wider Finmeccanica Group, of
the VEGA Shares;
4.2 result in a material delay in the ability of Finmeccanica, or
render it unable, to acquire a material portion of the VEGA Shares or require a
divestiture by Finmeccanica or any member of the Wider Finmeccanica Group of a
material number of shares in VEGA;
4.3 require, prevent or delay the divestiture, or alter the terms
envisaged for any proposed divestiture, by any member of the Wider Finmeccanica
Group or by any member of the Wider VEGA Group of all or any part of their
respective businesses, assets or properties, or impose any limitation on their
ability to conduct their respective businesses (or any of them) or to own their
respective assets or properties or any part of them, to an extent in any such
case which is material in the context of the Offer;
4.4 impose any material limitation on, or result in a material
delay in, the ability of Finmeccanica to acquire or to hold or to exercise
effectively, directly or indirectly, any or all rights of ownership of shares,
loans or other securities (or the equivalent) in VEGA or any member of the Wider
VEGA Group or the ability of any member of the Wider VEGA Group to hold or
exercise effectively any rights of ownership of shares, loans or other
securities in any other member of the Wider VEGA Group to exercise management
control over any member of the Wider VEGA Group, in each case, in any respect
which is material in the context of the Wider VEGA Group;
4.5 require any member of the Wider Finmeccanica Group or of the
Wider VEGA Group to acquire or offer to acquire any shares or other securities
(or the equivalent) in any member of the Wider VEGA Group or any asset owned by
any third party (other than in the implementation of the Offer);
4.6 result in any member of the Wider VEGA Group ceasing to be able
to carry on business under any name which it presently does so, the consequences
of which would be material in the context of the Wider VEGA Group taken as a
whole; or
4.7 otherwise adversely affect the business, assets, liabilities,
or profits or prospects of any member of the Wider Finmeccanica Group or of the
Wider VEGA Group, in a manner which is material in the context of the Wider VEGA
Group taken as a whole; and
all applicable waiting and other time periods during which any such Third Party
could take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Offer or the acquisition or proposed acquisition,
having expired, lapsed or been terminated.
5. all necessary material notifications and filings having been
made in connection with the Offer and all statutory and regulatory obligations
in connection with the Offer in any jurisdiction having been complied with and
all material authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions and approvals
("Authorisations") deemed reasonably necessary or appropriate by Finmeccanica in
any jurisdiction for, or in respect of, the Offer and the acquisition or
proposed acquisition of the VEGA Shares by Finmeccanica, or any other member of
the Wider Finmeccanica Group, having been obtained in terms reasonably
satisfactory to Finmeccanica from all appropriate Third Parties, all or any
applicable waiting and other time periods have expired, lapsed or been
terminated (as appropriate) and all such Authorisations (together with all
material Authorisations deemed reasonably necessary or appropriate to carry on
the business of any member of the Wider VEGA Group) remaining in full force and
effect at the time at which the Offer becomes otherwise unconditional and there
being no notice of any intention to revoke, suspend, restrict, amend or not to
renew any such Authorisations;
6. save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement
or otherwise fairly disclosed in writing to Finmeccanica prior to that date by
or on behalf of any member of the VEGA Group, there being no provision of any
arrangement, agreement, lease, licence, permit or other instrument to which any
member of the Wider VEGA Group is a party or by or to which any such member or
any of its assets is or may be bound or be subject, which as a consequence of
the Offer or the acquisition or the proposed acquisition by Finmeccanica or any
member of the Wider Finmeccanica Group of any shares or other securities (or the
equivalent) in VEGA or because of a change in the control or management of any
member of the Wider VEGA Group or otherwise, would result in:
6.1 any monies borrowed by, or any other indebtedness, actual or
contingent, of, any member of the Wider VEGA Group being or becoming repayable,
or being capable of being declared repayable immediately or prior to their or
its stated maturity date, or the ability of any such member to borrow monies or
incur any indebtedness being withdrawn or inhibited;
6.2 the creation or enforcement of any mortgage, charge or other
security interest, over the whole or any part of the business, property or
assets of any member of the Wider VEGA Group or any such mortgage, charge or
other security interest (whenever arising or having arisen) becoming
enforceable;
6.3 any such arrangement, agreement, lease, licence, permit or
other instrument being terminated or adversely modified or affected or any
onerous obligation or liability arising or any adverse action being taken
thereunder;
6.4 (other than in the ordinary course of business) any assets or
interests of any member of the Wider VEGA Group being or falling to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged;
6.5 the rights, liabilities, obligations or interests of any such
member in, or business of any such member with, any person, firm or body (or any
arrangement or arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
6.6 any such member of the Wider VEGA Group ceasing to be able to
carry on business under any name under which it presently does so;
6.7 the value or financial or trading position, profits or
prospects of VEGA or any member of the Wider VEGA Group being prejudiced or
adversely affected; or
6.8 the creation of any liability (actual or contingent) by any
member of the Wider VEGA Group,
in each case, to an extent which is material in the context of the Wider VEGA
Group taken as a whole;
7. save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement
or otherwise fairly disclosed in writing to Finmeccanica prior to that date by
or on behalf of any member of the VEGA Group, no member of the Wider VEGA Group
having since 30 April 2007:
7.1 issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of additional shares
of any class, or securities convertible into, or exchangeable for, or rights,
warrants or options to subscribe for or acquire, any such shares or convertible
securities (save as between VEGA and wholly-owned subsidiaries of VEGA and save
for the issue of VEGA Shares to employees on the exercise of options granted
under, or the grant or vesting of options under, the VEGA Share Option Schemes);
7.2 recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made to a wholly-owned
subsidiary of VEGA;
7.3 (save for transactions between VEGA and its subsidiaries or
between such subsidiaries) implemented, effected, authorised, proposed or
announced its intention to implement, effect, authorise or propose any merger,
demerger, reconstruction, amalgamation, scheme, commitment or acquisition or
disposal of assets or shares (or the equivalent thereof) in any undertaking or
undertakings that is material in the context of the VEGA Group taken as a whole
or any change in its share or loan capital;
7.4 (save for transactions between VEGA and its subsidiaries or
between such subsidiaries) mortgaged or created any security interest over any
asset or any right, title or interest in any asset that is material in the
context of the VEGA Group taken as a whole or authorised, proposed or announced
any intention to do so;
7.5 (save for transactions between VEGA and its subsidiaries or
between such subsidiaries) issued, authorised or proposed or announced an
intention to authorise or propose, the issue of any debentures or (save for
transactions between VEGA and its subsidiaries or between such subsidiaries or
transactions under existing credit arrangements) incurred any indebtedness or
contingent liability which is material in the context of the VEGA Group as a
whole;
7.6 (save for transactions between VEGA and its subsidiaries or
between such subsidiaries) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, arrangement,
agreement, transaction or commitment (whether in respect of capital expenditure
or otherwise) which is of a long term, unusual or onerous nature or magnitude or
which involves an obligation of such a nature or magnitude which is restrictive
on the business of any member of the Wider VEGA Group, which is, in any such
case, material in the context of the Wider VEGA Group;
7.7 entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a material extent
the terms of, or make any offer (which remains open for acceptance) to enter
into or vary to a material extent the terms of, any service agreement with any
senior executive or director of VEGA, save for salary increases, bonuses or
variations of terms in the ordinary course;
7.8 purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for any shares allotted upon
the exercise of options granted under the VEGA Share Option Schemes or as
between VEGA and its subsidiaries or between such subsidiaries;
7.9 waived, compromised or settled any claim which is material in
the context of the VEGA Group as a whole otherwise than in the ordinary course
of business or as between VEGA and its subsidiaries or between such
subsidiaries;
7.10 terminated or varied the terms of any agreement or arrangement
between any member of the VEGA Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the VEGA Group taken as a whole;
7.11 (save as disclosed on publicly available registers) made any
alteration to its memorandum or articles of association;
7.12 made or agreed or consented to any significant change to the terms
of the trust deeds constituting the pension schemes established for its
directors and/or employees and/or their dependants, or to the basis on which
qualification for or accrual or entitlement to such benefits or pensions are
calculated or determined or to the basis upon which the liabilities (including
pensions) of such pension schemes are funded or made, or agreed or consented to
any change to the trustees involving the appointment of a trust corporation;
7.13 been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business which, in each case, is material in the context
of the VEGA Group as a whole;
7.14 (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any action or
proceedings or other steps instituted against it for its winding-up (voluntary
or otherwise), dissolution or reorganisation or for the appointment of a
receiver, administrator, administrative receiver, trustee or similar officer of
all or any material part of its assets or revenues or any analogous proceedings
in any jurisdiction or appointed any analogous person in any jurisdiction; or
7.15 entered into any agreement, arrangement or commitment or passed
any resolution or made any proposal or announcement with respect to, or to
effect, any of the transactions, matters or events referred to in this condition
7;
8. save as disclosed in the Annual Report, publicly announced
through a Regulatory Information Service prior to the date of this announcement
or otherwise fairly disclosed in writing to Finmeccanica prior to that date by
or on behalf of any member of the VEGA Group, since 30 April 2007 there having
been:
8.1 no adverse change in the business, assets, financial or trading
position or profits or prospects of any member of the Wider VEGA Group which is
material in the context of the Wider VEGA Group taken as a whole; or
8.2 no litigation, arbitration proceedings, prosecution or other
legal proceedings having been announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider VEGA Group and no
enquiry or investigation by or complaint or reference to any Third Party against
or in respect of any member of the Wider VEGA Group having been threatened,
announced or instituted or remaining outstanding, against or in respect of any
member of the Wider VEGA Group and which in any such case might reasonably be
expected to have a material adverse effect on the Wider VEGA Group taken as a
whole;
8.3 no contingent or other liability having arisen or become
apparent which might reasonably be expected to adversely affect any member of
the VEGA Group and which, in any case, is material in the context of the VEGA
Group taken as a whole;
9. save as disclosed in the Annual Report or as otherwise
fairly disclosed to Finmeccanica in writing prior to the date of the
Announcement, Finmeccanica not having discovered:
9.1 that the financial, business or other information concerning
the Wider VEGA Group publicly announced or disclosed at any time by or on behalf
of any member of the Wider VEGA Group is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to make the
information contained therein not misleading and which, in any case, has not
been publicly corrected prior to the date of the Announcement and is material in
the context of the Wider VEGA Group; or
9.2 that any member of the Wider VEGA Group or partnership, company
or other entity in which any member of the Wider VEGA Group has a significant
economic interest and which is not a subsidiary undertaking of VEGA is subject
to any liability, contingent or otherwise, which is material in the context of
the Wider VEGA Group taken as a whole.
10. save as publicly announced through a Regulatory Information
Service prior to the date of this announcement or otherwise fairly disclosed in
writing to Finmeccanica prior to that date by or on behalf of any member of the
VEGA Group, in relation to any release, emission, discharge, disposal or other
fact or circumstance which causes or might reasonably be expected to cause
pollution of the environment or harm to human health, no past or present member
of the VEGA Group having, in any manner or to an extent which is material in the
context of the VEGA Group taken as a whole: (i) committed any violation of any
laws, statutes, ordinances or regulations of any Third Party; and/or (ii)
incurred any liability (whether actual or contingent) with respect thereto.
For the purposes of the conditions set out in this Appendix I:
(i) "Wider Finmeccanica Group" means Finmeccanica and its
subsidiary undertakings, associated undertakings and any other undertakings in
which Finmeccanica and such undertakings (aggregating their interests) have a
substantial interest;
(ii) "Wider VEGA Group" means VEGA and its subsidiary
undertakings, associated undertakings and any other undertakings in which VEGA
and such undertakings (aggregating their interests) have a substantial interest;
(iii) "parent undertaking", "subsidiary undertaking", "associated
undertaking" and "undertaking";
(iv) have the meanings given by the Companies Act 1985, but for
this purpose ignoring paragraph 20(l)(b) of Schedule 4A of the Companies Act
1985; and
(v) "substantial interest" means a direct or indirect interest in
20 per cent. or more of the voting equity capital of an undertaking.
Finmeccanica reserves the right to waive, in whole or in part, all or any of the
above conditions 2 to 10.
If Finmeccanica is required by the Panel to make an offer for VEGA Shares under
the provisions of Rule 9 of the City Code, Finmeccanica may make such
alterations to any of the above conditions, including condition 1 above, and the
terms of the Offer as are necessary to comply with the provisions of that Rule.
The Offer will lapse unless all conditions 2 to 10 (inclusive) have been
fulfilled or, where permitted, waived or, where appropriate, have been
determined by Finmeccanica to be or remain satisfied, by midnight on the 21st
day after the later of the first closing date of the Offer and the date on which
condition 1 is fulfilled (or in each case such later date as Finmeccanica may
determine in accordance with the City Code). Finmeccanica shall be under no
obligation to waive (if capable of waiver), to determine to be or remain
satisfied or to treat as fulfilled any of conditions 2 to 10 (inclusive) by a
date earlier than the latest date specified above for the fulfilment of that
condition.
The Offer will lapse if, before the later of 3.00 p.m. on the first closing date
of the Offer and the date when the Offer becomes or is declared unconditional as
to acceptances, the OFT has referred the Offer to the Competition Commission.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and accepting VEGA Shareholders and Finmeccanica shall cease to be bound by
acceptances submitted at or before the time when the Offer so lapses.
VEGA Shares will be acquired by Finmeccanica fully paid and free from all liens,
equitable interests, charges, encumbrances and other third party rights of any
nature whatsoever and together with all rights attaching to them, including the
right to receive and retain all dividends and distributions (if any) declared,
made or payable after the date of this announcement.
The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdiction. Person who are not
resident in the United Kingdom should inform themselves about and observe any
applicable requirements.
APPENDIX II
SOURCES OF INFORMATION AND BASES FOR CALCULATION
In this announcement, unless otherwise stated or the context otherwise requires,
the following bases and sources have been used:
(i) Historic Closing prices are sourced from the Official List and
represent the closing middle market prices for VEGA Shares on the relevant date.
(ii) The Offer value is calculated by multiplying the Offer price by fully
diluted share capital of VEGA of 21,984,621 VEGA Shares, being the sum of
20,523,745 VEGA Shares as detailed in the announcement released by VEGA dated 23
November 2007 and 1,460,876 VEGA Shares to be issued under the terms of the VEGA
Share Option Schemes.
(iii) Unless otherwise stated, the financial information related to VEGA is
extracted or derived without material adjustment from the audited consolidated
financial statements of VEGA for the financial year to 30 April 2007.
(v) Unless otherwise stated, the financial information relating to
Finmeccanica is extracted or derived without material adjustment from the
audited consolidated financial statements of Finmeccanica for the year ended 31
December 2006.
APPENDIX III
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders of VEGA Shares have given irrevocable undertakings to
accept the Offer:
Name Number of VEGA Shares % of issued share capital
Mr Andy Roberts 47,000 0.23
Mr Ian Williams 3,000 0.01
Mr Philip Cartmell 16,300 0.08
Mr Brian Birkenhead 8,000 0.04
Total 74,300 0.36
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
"Annual Report" the annual report and accounts of VEGA for the year ended 30 April 2007
"Australia" the commonwealth of Australia, its territories and possessions and all
areas subject to its jurisdiction and all political sub-divisions
thereof
"Authorisations" has the meaning given to it in paragraph 6 of Appendix I of this
announcement
"Canada" Canada, its provinces and territories and all areas subject to its
jurisdiction and all political sub-divisions thereof
"City Code" or "Code" the City Code on Takeovers and Mergers
"Closing price" the closing middle market quotation of a VEGA Share as derived from the
Official List
"EPS" earnings per share
"Finmeccanica" Finmeccanica S.p.A.
"Finmeccanica Group" Finmeccanica and its subsidiaries and subsidiary undertakings.
"Form of Acceptance" the form of acceptance and authority to be issued in connection with the
Offer and which will accompany the Offer Document
"FSA" the Financial Services Authority
"IFRS" International Financial Reporting Standards
"Investec" Investec Investment Banking, a division of Investec Bank (UK) Limited
"Japan" Japan, its cities and prefectures, territories and possessions
"Listing Rules" the rules and regulations made by the Financial Services Authority in
its capacity as the UK Listing Authority under the Financial Services
and Markets Act 2000, and contained in the UK Listing Authority's
publication of the same name
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended cash offer being made by Finmeccanica to acquire all of
VEGA Shares on the terms and subject to the conditions to be set out in
the Offer Document and the Form of Acceptance, including, where the
context requires, any subsequent revision, variation, extension or
renewal of such offer and includes any election available thereunder
"Offer Document" the document to be despatched on behalf of Finmeccanica containing the
terms and conditions of the Offer and, where appropriate, any other
document(s) containing terms and conditions of the Offer constituting
the full terms and conditions of the Offer
"Official List" The Daily Official List of the London Stock Exchange
"Panel" The Panel on Takeovers and Mergers
"Regulation" has the meaning given to it in paragraph 3 of Appendix I of this
announcement
"Regulatory Information Service" any of the services set out in Appendix 3 to the Listing Rules of the
UKLA
"Restricted Jurisdiction" any of the United States, Australia, Canada, Japan or any jurisdiction
where extension or acceptance of the Offer would violate the law of that
jurisdiction
"Restricted Overseas Persons" a person (including an individual, partnership, unincorporated
syndicate, limited liability company, unincorporated organisation,
trust, trustee, executor, administrator or other legal representative)
in, or resident in, or any person whom Finmeccanica reasonably believes
to be in, or resident in, the United States, Canada, Australia or Japan
and persons in any other jurisdiction (other than persons in the UK)
whom Finmeccanica is advised to treat as restricted overseas persons in
order to observe the laws of such jurisdictions or to avoid the
requirement to comply with any governmental or other consent or any
registration, filing or other formality which Finmeccanica regards as
unduly onerous
"Third Party" has the meaning given to it in paragraph 5 of Appendix I of this
announcement
"UBS" or "UBS Investment Bank" UBS Limited, a company incorporated in England and Wales with registered
number 2035362
"UKLA" the UK Listing Authority, being the Financial Services Authority Limited
acting in its capacity as the competent authority for the purposes of
Part IV of the Financial Services and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland
"United States" or "US" the United States of America, its territories and possessions, any State
of the United States of America and the District of Columbia
"US Securities Act" The United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
"VEGA" or the "Company" VEGA Group PLC
"VEGA Group" VEGA and its subsidiaries and subsidiary undertakings
"VEGA Shareholders" or the holders of VEGA Shares
"Shareholders"
"VEGA Share Option Schemes" the VEGA Group 2004 long term incentive plan and the VEGA Group 2004
employee share option scheme
"VEGA Shares" the existing unconditionally allotted or issued and fully paid ordinary
shares of 5 pence each in the capital of VEGA and any further such
ordinary shares which are unconditionally allotted or issued while the
Offer remains open for acceptance or before such earlier date as
Finmeccanica (subject to the City Code) may determine, not, unless the
Panel so permits, being earlier than the date on which the Offer is
declared unconditional as to acceptances or, if later, the first closing
date of the Offer
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Act.
All the times referred to in this announcement are London times.
References to the singular include the plural and vice versa.
Euro means Euros, the lawful currency of the European Union.
# and pence means Pounds and Pence Sterling respectively, the lawful currency of
the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFBRBDBRXDGGRC
Vega (LSE:VEG)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Vega (LSE:VEG)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024
