Vero Software secures £2m investment

Loan Agreement : Further to previous announcements and the General meeting held on 2 November 2009, the Directors are pleased to announce that the Company has entered into a £2 million 5 year secured mezzanine term Loan (“Loan”) with the Capital For Enterprise Fund A (“Lender”).

The terms of the Loan include, inter alia, a warrant to subscribe for up to 3 per cent. of the equity share capital of the Company (on a fully diluted basis) upon an exit event occurring as described in the circular to shareholders dated 15 October 2009. If such exit event has not occurred by 2 December 2014 the warrant ceases to be exercisable. In addition, the Company must pay an exit fee in the form of shares equal to 3 per cent. of the equity share capital of the Company (on a fully diluted basis) or, at the Company's option, the cash equivalent, by not later than 2 December 2016, but only in circumstances where an exit event has not occurred on or prior to 2 December 2014.

The proceeds of the Loan will be used to repay outstanding indebtedness to Fortis bank and for working Capital for the Company.

The Capital for Enterprise Fund is a government fund which invests through professional commercial fund managers making investments of between £250,000 and £2m into businesses which meet the EU’s SME definition. Investment is aimed at fundamentally sound businesses with existing cash flows and genuine growth potential but which are currently constrained through being over-geared. The fund offers equity or mezzanine investment aimed at releasing and sustaining that growth potential.

Commenting on the Loan completion, Don Babbs, CEO said “We are delighted to have eliminated the uncertainty surrounding the previous Fortis Bank loan and extended our working capital facilities despite the current global credit difficulties.”


Preliminary Approach Update
Following the announcement by the Company on 16 September 2009 that it had received a provisional approach from a financial institution that may or may not lead to an offer being made for the Company, the Company has continued to pursue discussions. The Company remains in an Offer Period.

For further information:
Vero Software Plc
Don Babbs, Chief Executive
Tel: 01242 542040

Daniel Stewart & Company plc
Paul Shackleton
Tel: 020 7776 6550
Smithfield PR
Will Henderson
Tel: 020 7360 4900

Dealing Disclosure Requirements:
Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of the Company, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

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