VEG Vega Grp.

RNS Number:9442L
Finmeccanica SpA
16 January 2008

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



PRESS ANNOUNCEMENT



16 January 2008



RECOMMENDED CASH OFFER BY FINMECCANICA - SOCIETA' PER AZIONI ("FINMECCANICA")
FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF VEGA GROUP PLC ("VEGA")
NOT ALREADY OWNED BY FINMECCANICA (THE "OFFER")



                      OFFER DECLARED WHOLLY UNCONDITIONAL



1.                   Offer declared wholly unconditional

Finmeccanica announces that, as at 1.00 p.m. (London time) on 16 January 2008,
Finmeccanica had received valid acceptances of the Offer for VEGA in respect of
a total of 13,353,395 VEGA Shares (including acceptances in respect of
irrevocable undertakings) representing approximately 65.1 per cent. of the
existing issued ordinary share capital of VEGA and 90.7 per cent. of the VEGA
Shares to which the Offer relates.

As at the announcement of the Offer on 29 November 2007, Finmeccanica had
received irrevocable undertakings to accept or procure the acceptance of the
Offer from directors of VEGA in respect of a total of 74,300 VEGA shares,
representing approximately 0.36 per cent. of VEGA's issued share capital. Valid
acceptances of these undertakings have been received in respect of all of these
VEGA Shares.

As disclosed in the offer document dated 7 December 2007 (the "Offer Document"),
Finmeccanica acquired on 30 November 2007, 5,792,331 VEGA Shares representing
approximately 28.2 per cent. of the current issued share capital of VEGA.

Accordingly, as at 1.00 p.m. (London time) on 16 January 2007, Finmeccanica
owned or had received valid acceptances in respect of a total of 19,145,726 VEGA
Shares representing approximately 93.3 per cent. of VEGA's issued share capital.

Finmeccanica is also pleased to announce that all of the conditions to the Offer
stated in the Offer Document have now been satisfied or waived and that
accordingly the Offer is today declared unconditional in all respects.

Settlement of consideration due under the Offer in respect of valid acceptances
received on or before today's date will be despatched by first class post (in
the case of certificated holders) or credited to the relevant CREST account (in
the case of non-certificated holders) on or before 30 January 2008.  Settlement
in respect of further valid acceptances will be despatched within 14 days of
receipt of such acceptances.

2.                   Extension of the offer

Notice is hereby given that the Offer will remain open for acceptance until
further notice, and VEGA Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible.

VEGA Shareholders holding VEGA Shares in certificated form (that is, not in
CREST) who wish to accept the Offer but who have not done so should complete,
sign and return the Form of Acceptance (in accordance with the instructions set
out in the Offer Document) as soon as possible to Capita Registrars at Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

VEGA Shareholders holding VEGA Shares in uncertificated form (that is, in
CREST), who wish to accept the Offer but who have not done so should accept the
Offer by TTE Instructions (in accordance with the instructions set out in the
Offer Document) so that the TTE Instruction settles as soon as possible. If you
hold VEGA Shares as a CREST sponsored member, you should refer to your CREST
sponsor as only your CREST sponsor will be able to send the necessary TTE
Instruction to CREST.

VEGA Shareholders who have any questions in relation to how they may accept the
Offer are requested to contact Capita Registrars' on 0870 162 3121 (or +44 20
8639 3399 if calling from outside the UK) between 9.00 a.m. and 5.00 p.m.
(London time) on any Business Day.

Copies of the Offer Document and the Form of Acceptance are available for
inspection (during normal business hours on any Business Day) at the offices of
Dewey & LeBoeuf, No.1 Minster Court, Mincing Lane, London EC3R 7YL throughout
the period during which the Offer remains open for acceptance. The Offer
Document is also available on Finmeccanica's website and on VEGA's website.

3.                   Cancellation of the listing

As Finmeccanica has, by virtue of its shareholding and acceptances of the Offer,
acquired or agreed to acquire, VEGA Shares carrying 75 per cent. or more of the
voting rights of VEGA, Finmeccanica is taking steps to procure the application
by VEGA for the cancellation of the listing of VEGA Shares on the Official List
and the cancellation of trading in VEGA Shares on the London Stock Exchange.  It
is anticipated that cancellation of listing and trading will take effect no
earlier than 13 February 2008.  It is also anticipated that, after such
cancellations, VEGA will be re-registered, in due course, as a private company
under the relevant provisions of the Companies Act 1985.

VEGA Shareholders who have not yet accepted the Offer should note that upon the
de-listing and cancellation of admission to trading taking effect, the liquidity
and marketability of any VEGA Shares in respect of which the Offer has not been
accepted at that time is expected to be significantly reduced.

4.                   Compulsory Acquisition

As set out in the offer document, having received acceptances of the Offer in
respect of, or otherwise acquired, 90 per cent. or more of the VEGA Shares to
which the Offer relates, 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.



5.                   Disclosure of interests in VEGA Shares

Save as disclosed in this announcement, neither Finmeccanica, nor any person
acting in concert with Finmeccanica, had an interest in or had any rights to
subscribe for any relevant securities of VEGA nor had any short position or any
arrangement in relation to any relevant securities of VEGA.  For these purposes,
"arrangement" includes any agreement to sell or any delivery obligation or
option arrangement or right to require another person to purchase or take
delivery of any relevant securities of VEGA and any borrowing or lending of any
relevant securities of VEGA which have not been on-lent or sold.

6.                   Other

Any capitalised terms used but not defined in this announcement are as defined
in the Offer Document.

Finmeccanica


John Stewart
         Tel:  +39 06 3247 3290

Roberto Mengucci

UBS Investment Bank (Financial adviser to Finmeccanica)

Pierpaolo di Stefano
       Tel: +44 20 7568 0000

Mario Fera



The members of Finmeccanica's Comitato di Direzione accept responsibility for
the information contained in this announcement. To the best of the knowledge and
belief of such persons, who have taken all reasonable care to ensure that such
is the case, the information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

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.

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.

Finmeccanica or members of the Finmeccanica Group may purchase VEGA Shares
otherwise than under the Offer, such as in open market or privately negotiated
purchases. Such purchases shall comply with the applicable laws of the UK as
well as the Disclosure and Transparency Rules and the City Code.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
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