RNS Number:2823P
Purple Spot Limited
04 March 2008
PRESS ANNOUNCEMENT
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia, Japan, The Republic of Ireland or
South Africa or any other jurisdiction where to do so would constitute a
violation of the relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
4 March 2008
RECOMMENDED CASH OFFER BY ACORN CORPORATE FINANCE LIMITED ON BEHALF OF PURPLE
SPOT LIMITED ("PURPLE SPOT") TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE
CAPITAL OF VISTA GROUP PLC ("VISTA")
Summary
* The directors of Purple Spot and Vista are pleased to
announce that they have reached agreement on the terms of a recommended cash
offer for Vista, to be made by Acorn on behalf of Purple Spot.
* The Offer for the entire issued share capital will be 19.5
pence in cash for each Vista Share and values the existing issued share capital
of Vista at approximately �3 million.
* The Offer Price represents a premium of approximately 44.4
per cent. to the Closing Price of 13.5 pence per Vista Share on 1 March 2007,
being the last Business Day prior to the announcement by Vista that it had
received an approach which may or may not lead to an offer for the entire issued
and to be issued share capital of Vista.
* The Offer Price represents a premium of approximately 25.8
per cent. to the Closing Price of 15.5 pence per Vista Share on 3 March 2008,
being the last Business Day prior to this announcement.
* Irrevocable undertakings to accept the offer have been
given by each of the Vista Directors (and certain persons connected with them)
to Purple Spot and from other Vista Shareholders in respect of their beneficial
holdings, amounting in aggregate to 9,638,474 Vista Shares, representing 62.7
per cent. of the existing issued share capital of Vista.
* The Vista Directors, who have been so advised by WH
Ireland, consider the terms of the Offer to be fair and reasonable and
unanimously recommend Vista Shareholders to accept the Offer. In providing
advice to the Vista Directors, WH Ireland has taken into account the commercial
assessments of the Vista Directors.
* Purple Spot was incorporated in England and Wales on 17
January 2008 for the purposes of making the Offer. The directors of Purple Spot
are Simon Orange (Chairman), Brian Kerr, David Martin and Gary Black and the
majority of the issued share capital of Purple Spot is held by Simon Orange.
Enquiries
Purple Spot Limited
Garry Black 0161 838 3700
Acorn Corporate Finance Limited (financial adviser to Purple
Spot)
Harry Dutson 0870 122 5432
Vista Group plc
Keith Sadler, Chief Executive 07803 921 526
WH Ireland Limited (financial adviser to Vista)
David Youngman 0161 832 2174
This summary should be read in conjunction with the full text of the attached
announcement.
The full text of the conditions and principal further terms of the Offer and the
bases and sources of assumptions and calculations are set out in Appendices I
and II respectively, each of which forms part of, and should be read with, this
announcement. Defined terms have the meanings set out in Appendix III, which
also forms part of and should be read in conjunction with this announcement.
The Purple Spot Directors accept responsibility for the information contained in
this announcement other than the information relating to Vista and the views and
expressions of opinion set out herein which are attributed to Vista. Subject as
aforesaid, to the best of the knowledge and belief of Purple Spot Directors (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.
The Vista Directors accept responsibility for the information contained in this
announcement other than the information relating to Purple Spot and persons
acting in concert with or connected to Purple Spot and the views and expressions
of opinion set out herein which are attributed to Purple Spot and persons acting
in concert with or connected to Purple Spot. Subject as aforesaid, to the best
of the knowledge and belief of the Vista Directors (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.
This announcement does not constitute an offer or invitation to purchase any
securities, nor is it a solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of the
securities referred to in this announcement in any jurisdiction in contravention
of applicable law. The Offer will be made solely by means of the Offer Document
and (in the case of Vista Shares in certificated form) the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer including details of how it may be accepted.
The Offer Document will be posted to Vista Shareholders today and thereafter
will be available for public inspection.
Acorn is acting for Purple Spot and for no-one else in connection with the Offer
and will not regard any other person as its client nor be responsible to anyone
other than Purple Spot for providing the protections afforded to clients of
Acorn nor for providing advice in relation to the Offer or any matter referred
to in this announcement. Acorn is authorised and regulated by the Financial
Services Authority in respect of regulated activities. Neither Acorn nor Purple
Spot has verified or takes responsibility for the information herein relating to
Vista.
WH Ireland which is authorised and regulated by the Financial Services Authority
is acting exclusively for Vista and for no one else in connection with the Offer
and will not regard any other person as its client nor be responsible to anyone
other than Vista for providing the protections afforded to clients of WH Ireland
nor for providing advice in relation to the Offer or any matter referred to in
this document and the accompanying documents. . Neither WH Ireland nor Vista has
verified or takes responsibility for the information herein relating to Purple
Spot.
The availability of the Offer to Vista Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves about, and observe, applicable legal or regulatory
requirements of their jurisdiction.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, 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, the United States, Canada, Australia, Japan,
The Republic of Ireland or South Africa or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction and the
Offer cannot be accepted by any such use, means or instrumentality or otherwise
from or within the United States, Canada, Australia, Japan, The Republic of
Ireland or South Africa or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in or into or from any such jurisdiction.
Forward Looking Statements
This announcement, including information included or incorporated by reference
in this announcement may contain "forward-looking statements" concerning the
Offer, Vista and Purple Spot. Generally the words "will", "may", "should",
"could", "would", "can", "continue", "opportunity", "believes", "expects",
"intends", "anticipates", "estimates" or similar expressions identify
forward-looking statements. Forward-looking statements involve risk 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 Company's ability 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. Purple Spot and Vista assume no obligation and do not intend to
update these forward-looking statements, except as required pursuant to
applicable law and regulation, including the City Code.
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 one per cent. or more of any class of
"relevant securities" of Vista, all "dealings" in any relevant securities of the
relevant 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 3.00 p.m. on the 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 Vista, they will
be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Vista by Purple Spot or Vista, or by any of their respective
"associates", must be privately and publicly disclosed by no later than 12.00
noon on the 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 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.
Not for release, publication or distribution in whole or in part in, into or
from the United States, Canada, Australia, Japan, The Republic of Ireland or
South Africa or any other jurisdiction where it would be unlawful to do so.
FOR IMMEDIATE RELEASE
4 March 2008
RECOMMENDED CASH OFFER BY ACORN CORPORATE FINANCE LIMITED ON BEHALF OF PURPLE
SPOT LIMITED ("PURPLE SPOT") TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED SHARE
CAPITAL OF VISTA GROUP PLC ("VISTA")
1. Introduction
Further to the announcement made by the Company on 2 March 2007 that it had
received an approach that might lead to an offer being made for the Company, the
directors of Purple Spot and the directors of Vista are pleased to announce that
they have reached agreement on the terms of a recommended cash offer to be made
by Acorn on behalf of Purple Spot for the whole of the issued and to be issued
ordinary share capital of Vista.
The formal Offer will be set out in the Offer Document, which is expected to be
despatched to Vista Shareholders later today.
2. The Offer
The Offer, which will be on the terms and subject to the conditions set out in
Appendix I of this announcement and the further terms and conditions to be set
out or referred to in the Offer Document and the Form of Acceptance, will be
made on the following basis:
for each Vista Share 19.5 pence in cash
The Offer, which is wholly in cash, values the existing issued share capital of
Vista at approximately �3 million.
The Offer Price represents:
* a premium of approximately 25.8 per cent. to the Closing Price of 15.5
pence per Vista Share on 3 March 2008, being the last Business Day prior to the
announcement of the Offer; and
* a premium of approximately 44.4 per cent. to the Closing Price of 13.5
pence per Vista Share on 1 March 2007, being the last Business Day prior to the
announcement by Vista that it had received an approach which may or may not lead
to an Offer for the entire issued and to be issued share capital of the Company.
The Vista Shares to which the Offer relates will be acquired by Purple Spot
fully paid and free from all liens, equitable interests, charges, encumbrances,
rights of pre-emption and other third party interests and rights of whatsoever
nature and together with all rights attaching thereto on or after the date of
this announcement, including the right to receive and retain all dividends and
other distributions (if any) declared, made or paid by Vista on or after such
date.
The Offer extends to all Vista Shares unconditionally allotted or issued and
fully paid on the date of the Offer and any Vista Shares which are
unconditionally allotted or issued before the date on which the Offer closes (or
such earlier date as Purple Spot may, subject to the City Code, decide, not
being earlier than the date on which the Offer becomes unconditional as to
acceptances).
The Offer is conditional, inter alia, upon valid acceptances being received by
no later than 3.00 p.m. on 25 March 2008 (or such later date as Purple Spot may,
subject to the City Code, decide) in respect of not less than 90 per cent. (or
such lesser percentage as Purple Spot may, subject to the City Code, decide) of
the Vista Shares to which the Offer relates as set out in paragraph (1) of Part
A of Appendix I to this document.
3. Recommendation
The Vista Directors, who have been so advised by WH Ireland, consider the terms
of the Offer to be fair and reasonable. In providing advice to the Vista
Directors, WH Ireland has taken into account the commercial assessments of the
Vista Directors.
Accordingly, the Vista Directors unanimously recommend Vista Shareholders to
accept the Offer, as they have irrevocably undertaken to do in respect of their
own beneficial holdings and those of certain persons connected with them
amounting in aggregate to 6,974,786 Vista Shares, representing approximately
45.3 per cent. of the existing issued share capital of Vista.
4. Irrevocable undertakings
Purple Spot has received irrevocable undertakings to accept the Offer in respect
of a total of 9,638,474 Vista Shares representing, in aggregate, 62.7 per cent.
of the existing issued share capital of Vista.
Of this total:
6,974,786 Vista Shares representing approximately 45.3 per cent. of the entire
existing issued share capital of Vista are the subject of irrevocable
undertakings to accept the Offer given by each of the Vista Directors (and those
persons listed in the Offer Document connected with them) in respect of their
beneficial holdings of Vista Shares. These irrevocable undertakings will remain
binding even in the event of a higher competing offer being made for Vista.
2,663,688 Vista Shares representing approximately 17.3 per cent. of the entire
existing issued share capital are the subject of irrevocable undertakings to
accept the Offer given by certain further Vista Shareholders. These irrevocable
undertakings will lapse in the event of a competing offer being made for Vista
at a price of at least 110 per cent. of the Offer Price.
Further details of these irrevocable undertakings are set out in Appendix II to
this document.
5. Background to and reasons for the recommendation of the
Offer
Vista was admitted to AIM on 19 December 2003 since when the Board has been
actively considering how to optimise value for Shareholders. The Vista Directors
consider that, although Vista has a viable future as an independent company, it
is too small both to support the costs of being a publicly traded company and to
generate the returns expected by equity investors. The Offer is therefore an
opportunity for Vista Shareholders to crystallise value which might otherwise be
difficult to realise owing to the lack of liquidity in trading of Vista Shares.
The Vista Directors believe that the Offer is in the long term interests of
Vista. Simon Orange, who is the majority shareholder of Purple Spot, has
interests in a number of businesses, including two in the building products
sector. This should enable Vista to benefit from cross-selling opportunities and
cost synergies.
The Vista Directors believe that the Offer Price, which represents a premium of
approximately 25.8 per cent. to the Closing Price of 15.5 pence per Vista Share
on 3 March 2008, being the last Business Day prior to the announcement of the
Offer, represents a fair cash value for Vista Shareholders.
The Purple Spot Directors believe that Vista represents an attractive
opportunity consistent with their strategy of acquiring successful companies
with established management teams to which they believe they can offer support
in order to enhance their growth prospects.
With their strong track record of acquiring businesses, the Purple Spot
Directors believe that they will be able to provide opportunities to leverage
Vista's product offering and knowledge base to the benefit of other acquired
businesses.
6. Current trading and prospects of Vista
Sales of panels in the second half of 2007 remained buoyant whilst sales of
composite doors were below expectations mainly due to the fact that a large
contract already secured has yet to commence fully. It is considered too early
in 2008 for the Vista Directors to comment on the trading outcome for 2008.
7. Information relating to Purple Spot
Purple Spot is recently incorporated and established for the purpose of making
the Offer.
The directors of Purple Spot are Simon Orange, Brian Kerr, David Martin and Gary
Black.
The majority of the issued share capital of Purple Spot is held by Simon Orange.
Subject to the Offer becoming or being declared unconditional in all respects
following acceptances of the Offer, Purple Spot will receive a loan of �0.6
million from CorpAcq plc, a company of which Simon Orange is the majority
shareholder.
To date, Purple Spot has neither traded nor engaged in any activities, other
than those incidental to its incorporation and the making of the Offer.
8. Board changes and employees
Purple Spot has confirmed that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights, including pension
rights, of all the employees of Vista will be fully safeguarded.
Purple Spot has also confirmed that its strategic plan for Vista will not affect
the locations of its places of business, or involve any redeployment of its
fixed assets.
The Vista Directors have agreed to resign from the Board following the Offer
becoming or being declared unconditional in all respects, without compensation
for loss of office.
Notwithstanding the resignation of Keith Sadler (Chief Executive) from the Board
following the Offer becoming or being declared unconditional in all respects, he
will remain an employee and the terms of his existing service agreement will
remain in full effect in all other respects.
Following the Offer being declared unconditional in all respects, the following
will be appointed to the board of Vista; Simon Orange (Chairman) Brian Kerr
(Managing Director), David Martin (Finance Director) and Gary Black (Legal
Director).
9. Financing of the Offer
Full acceptance of the Offer would require the payment by Purple Spot of
approximately �3 million in cash to Vista Shareholders.
The cash consideration payable under the Offer will be fully funded using a
committed term debt facility of �3.15 million from The Co-operative Bank plc.
An overdraft facility of �0.5 million from The Co-operative Bank plc and a loan
of �0.6 million from CorpAcq plc will be utilised to refinance existing bank
facilities within Vista, satisfy the costs of the acquisition of Vista and to
provide for the ongoing working capital requirements of the Vista Group.
The amounts outstanding under the facilities provided by The Co-operative Bank
plc will be secured, inter alia, by means of fixed and floating charges over the
assets of the Vista Group, such security to be granted following the
re-registration of Vista as a private company.
Acorn has confirmed that it is satisfied that sufficient resources are available
to Purple Spot to satisfy full acceptance of the Offer in cash.
10. Inducement fee
Vista has agreed, in certain circumstances, to pay an 'inducement fee' to Purple
Spot with the intention of encouraging Purple Spot to pursue the making of the
Offer. The circumstances in which the inducement fee shall become payable are:
(a) if any person other than Purple Spot makes or announces an
intention to make an offer (whether by tender offer, scheme of arrangement or
otherwise, whether pre-conditional or not) for, or agrees to acquire all or a
material part (being 50 per cent. or more) of the assets of any member of the
Vista Group (a 'Competing Proposal') and such Competing Proposal is recommended
by the Vista Directors and becomes unconditional in all respects or is otherwise
consummated; or
(b) the recommendation of the Board in relation to the Offer is
withdrawn or modified in a manner which is adverse to the likelihood of the
Offer becoming or being declared unconditional in all respects and the Offer is
not declared unconditional in all respects, in each case prior to 5.00pm on 5
April 2008.
The inducement fee, should the same become payable, would be a sum equal to one
per cent. of the value of the Offer (the Offer value being calculated on the
basis of all the issued and to be issued ordinary shares in the Offeree being
acquired for cash at the Offer Price) inclusive of all VAT irrecoverable by
Vista.
The inducement fee will not be payable in circumstances where the Offer becomes
or is declared unconditional.
11. Compulsory acquisition, cancellation of admission to AIM and
re-registration
If Purple Spot receives acceptances under the Offer in respect of, and/or
otherwise acquires, 90 per cent. or more of the Vista Shares to which the Offer
relates and 90 per cent. of the voting rights carried by those shares and the
Offer becomes or is declared unconditional in all respects, Purple Spot intends
to exercise its rights pursuant to the provisions of Part 28 of the 2006 Act to
acquire compulsorily all the remaining Vista Shares on the same terms as the
Offer.
Following the Offer becoming or being declared unconditional in all respects and
subject to any applicable requirements of the AIM Rules, Purple Spot intends to
procure the making of an application by Vista for cancellation of the trading in
Vista Shares on AIM. It is anticipated that such cancellations will take effect
no earlier than 20 Business Days after the Offer is declared unconditional in
all respects. The cancellation of trading on AIM of Vista Shares would
significantly reduce the liquidity and marketability of any Vista Shares not
acquired by Purple Spot.
It is also proposed that, following the Offer being declared unconditional in
all respects, and after the admission of the Vista Shares to AIM is cancelled,
Purple Spot will seek to procure the re-registration of Vista as a private
company under the relevant provisions of the 1985 Act.
12. Settlement
The first closing date of the Offer is 25 March 2008 and providing the Offer has
become unconditional as to acceptances at that date, settlement will take place
no later than 14 days thereafter in respect of Vista Shareholders that have
accepted the Offer before the first closing date.
13. General
The Offer will be made subject to the conditions and on the terms contained in
this announcement and on the further terms and conditions set out or referred to
in the Offer Document and the Form of Acceptance. The Offer will comply with the
provisions of the City Code.
The Offer Document, together with the Form of Acceptance, will be posted to
Vista Shareholders.
Enquiries
Purple Spot Limited
Gary Black 0161 838 3700
Acorn Corporate Finance Limited (financial adviser to Purple
Spot)
Harry Dutson 0870 122 5432
Vista Group plc
Keith Sadler, Chief Executive 07803 921 526
WH Ireland Limited (financial adviser
to Vista)
David Youngman 0161 832 2174
The full text of the conditions and principal further terms of the Offer and the
bases and sources of assumptions and calculations are set out in Appendices I
and II respectively, each of which forms part of, and should be read with, this
announcement. Defined terms have the meanings set out in Appendix III, which
also forms part of and should be read in conjunction with this announcement.
The Purple Spot Directors accept responsibility for the information contained in
this announcement other than the information relating to Vista and the views and
expressions of opinion set out herein which are attributed to Vista. Subject as
aforesaid, to the best of the knowledge and belief of Purple Spot Directors (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.
The Vista Directors accept responsibility for the information contained in this
announcement other than the information relating to Purple Spot and persons
acting in concert with or connected to Purple Spot and the views and expressions
of opinion set out herein which are attributed to Purple Spot and persons acting
in concert with or connected to Purple Spot. Subject as aforesaid, to the best
of the knowledge and belief of the Vista Directors (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.
This announcement does not constitute an offer or invitation to purchase any
securities, nor is it a solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of the
securities referred to in this announcement in any jurisdiction in contravention
of applicable law. The Offer will be made solely by means of the Offer Document
and (in the case of Vista Shares in certificated form) the Form of Acceptance
accompanying the Offer Document, which will contain the full terms and
conditions of the Offer including details of how it may be accepted.
The Offer Document will be posted to Vista Shareholders shortly and thereafter
will be available for public inspection.
Acorn is acting for Purple Spot and for no-one else in connection with the Offer
and will not regard any other person as its client nor be responsible to anyone
other than Purple Spot for providing the protections afforded to clients of
Acorn nor for providing advice in relation to the Offer or any (matter referred
to in this announcement). Acorn is authorised and regulated by the Financial
Services Authority in respect of regulated activities. Neither Acorn nor Purple
Spot has verified or takes responsibility for the information herein relating to
Vista.
WH Ireland is authorised and regulated by the Financial Services Authority and
is acting exclusively for Vista and for no one else in connection with the Offer
and will not regard any other person as its client nor be responsible to anyone
other than Vista for providing the protections afforded to clients of WH Ireland
nor for providing advice in relation to the Offer or any matter referred to in
this document and the accompanying documents. . Neither WH Ireland nor Vista has
verified or takes responsibility for the information herein relating to Purple
Spot.
The availability of the Offer to Vista Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves about, and observe, applicable legal or regulatory
requirements of their jurisdiction.
The Offer will not be made, directly or indirectly, in or into, or by use of the
mails, 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, the United States, Canada, Australia, Japan,
The Republic of Ireland or South Africa or any other jurisdiction if to do so
would constitute a violation of the relevant laws of such jurisdiction and the
Offer cannot be accepted by any such use, means or instrumentality or otherwise
from or within the United States, Canada, Australia, Japan, The Republic of
Ireland or South Africa or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction. Accordingly, copies of this
announcement are not being, and must not be, mailed or otherwise forwarded,
distributed or sent in or into or from any such jurisdiction.
Forward Looking Statements
This announcement, including information included or incorporated by reference
in this announcement may contain "forward-looking statements" concerning the
Offer, Vista and Purple Spot. Generally the words "will", "may", "should",
"could", "would", "can", "continue", "opportunity", "believes", "expects",
"intends", "anticipates", "estimates" or similar expressions identify
forward-looking statements. Forward-looking statements involve risk 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 Company's ability 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. Purple Spot and Vista assume no obligation and do not intend to
update these forward-looking statements, except as required pursuant to
applicable law and regulation, including the City Code.
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 one per cent. or more of any class of
"relevant securities" of Vista, all "dealings" in any relevant securities of the
relevant 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 3.00 p.m. on the 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 Vista, they will
be deemed to be a single person for the purpose of Rule 8.3 of the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Vista by Purple Spot or Vista, or by any of their respective
"associates", must be privately and publicly disclosed by no later than 12.00
noon on the 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 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.
APPENDIX I
TERMS AND CONDITIONS of the offer
PART A
CONDITIONS OF THE OFFER
The Offer, which is made by Acorn on behalf of Purple Spot, complies with the
rules and regulations of the FSA and the London Stock Exchange and the City
Code.
The Offer will be conditional upon:
1. valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 3.00 p.m. on 25 March 2008 (or
such later times and/or dates as Purple Spot may, subject to the rules of the
Code, decide) in respect of not less than 90 per cent. (or such lesser
percentage as Purple Spot may decide) in nominal value of the Vista Shares to
which the Offer relates, and not less than 90 per cent. (or such lesser
percentage as Purple Spot may decide) of the voting rights carried by the Vista
Shares to which the Offer relates, provided that this condition will not be
satisfied unless Purple Spot and/or any of its associates shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, Vista Shares
carrying in aggregate more than 50 per cent. of the voting rights then
exercisable at a general meeting of Vista including, to the extent (if any)
required by the Panel, any voting rights attaching to any Vista Shares which are
unconditionally allotted before the Offer becomes or is declared unconditional
as to acceptances pursuant to the exercise of any outstanding conversion or
subscription rights or otherwise. For the purposes of this condition:
1.1. Vista Shares which have been unconditionally allotted shall be
deemed to carry the voting rights which they will carry upon issue; and
1.2. the expressions ''Vista Shares to which the Offer relates'' and
''associates'' shall be construed in accordance with sections 974 to 991 of the
Companies Act 2006;
2. no government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body, authority, court,
trade agency, association or institution or professional or environmental body
or any other similar person or body whatsoever in any relevant jurisdiction
(each a ''Third Party'') having decided to take, institute, implement or
threaten any action, proceedings, suit, investigation, enquiry or reference or
having required any action to be taken or information to be provided or
otherwise having done anything or having made, proposed or enacted any statute,
regulation, order or decision or having done anything which would or might
reasonably be expected to make the Offer or its implementation, or the
acquisition or the proposed acquisition by Purple Spot of any shares or other
securities in, or control of, Vista or any of its subsidiaries or subsidiary
undertakings or associated undertakings (including any joint venture,
partnership, firm or company in which any member of Vista is substantially
interested) (the ''Wider Vista Group" (and ''member of the Wider Vista Group''
shall be construed accordingly)) void, illegal or unenforceable in any
jurisdiction, or otherwise directly or indirectly restrain, prohibit, restrict,
prevent or delay the same or impose additional materially adverse conditions or
financial or other obligations with respect thereto, or otherwise challenge or
interfere therewith in each case to an extent which is or in a manner which is
material to the Wider Vista Group taken as a whole;
3. except as Disclosed, there being no provision of any
arrangement, agreement, licence or other instrument to which any member of the
Wider Vista Group is a party or by or to which any such member or any of its
respective assets is or are or may be bound, entitled or subject or any
circumstance which, in consequence of the making or implementation of the Offer
or the proposed acquisition of any shares or other securities in, or control of,
Vista by Purple Spot could reasonably be expected to result in (to an extent
which is material in the context of the Wider Vista Group taken as a whole):
3.1. any indebtedness or liabilities actual or contingent of, or any
grant available to, any member of the Wider Vista Group being or becoming
repayable or capable of being declared repayable immediately or prior to its
stated maturity or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited or capable of being withdrawn or
inhibited;
3.2. the creation or enforcement of any mortgage, charge or other
security interest over the whole or any material part of the business, property,
assets or interests of any member of the Wider Vista Group or any such security
(whenever created, arising or having arisen) being enforced or becoming
enforceable;
3.3. any such arrangement, agreement, licence or instrument or the
rights, liabilities, obligations, or interests of any member of the Wider Vista
Group under any such arrangement, agreement, licence or instrument or the
interests or business of any such member in or with any other person, firm,
company or body being or becoming capable of being terminated or adversely
modified or adversely affected or any adverse action being taken or any onerous
obligation or liability arising thereunder;
3.4. any material asset or interest of any member of the Wider Vista
Group being or falling to be disposed of or charged (otherwise than in the
ordinary course of business) or ceasing to be available to any member of the
Wider Vista Group or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available to
any member of the Wider Vista Group (otherwise than in the ordinary course of
business);
3.5. any member of the Wider Vista Group ceasing to be able to carry
on business under any name under which it presently does so;
3.6. any change in or effect on the ownership or use of any
intellectual property rights owned or used by any member of the Wider Vista
Group;
3.7. the value or financial or trading position or prospects of any
member of the Wider Vista Group being prejudiced or adversely affected in a
manner which would be material in the context of the Wider Vista Group taken as
a whole; or
3.8. the creation of any material liability, actual or contingent, by
any such member (other than in the ordinary course of business),
and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result
in any of the events referred to in this condition 3 to an extent which would be
material in the context of the Wider Vista Group taken as a whole;
4. Since 31 December 2006 (being the date to which the Vista
Annual Report and Accounts were made up to) and except as Disclosed, no member
of the Wider Vista Group having (in any case, to an extent which is or in a
manner which is material to the Wider Vista Group taken as a whole):
4.1. issued or agreed to issue or authorised or proposed the issue of
additional shares or securities of any class, or securities convertible into or
exchangeable for shares, or rights, warrants or options to subscribe for or
acquire any such shares, securities or convertible securities or redeemed,
purchased, repaid or reduced or proposed the redemption, purchase, repayment or
reduction of any part of its share capital or any other securities;
4.2. recommended, declared, made or paid or proposed to recommend,
declare, make or pay any bonus, dividend or other distribution whether payable
in cash or otherwise other than any distribution by any wholly-owned subsidiary
within the Vista Group;
4.3. save as between Vista and its wholly-owned subsidiaries,
effected, authorised, proposed or announced its intention to propose any change
in its share or loan capital;
4.4. save as between Vista and its wholly-owned subsidiaries,
effected, authorised, proposed or announced its intention to propose any merger,
demerger, reconstruction, arrangement, amalgamation, commitment or scheme or any
material acquisition or disposal or transfer of assets or shares (other than in
the ordinary course of business) or any right, title or interest in any assets
or shares or other transaction or arrangement in respect of itself or another
member of the Wider Vista Group;
4.5. acquired or disposed of or transferred (other than in the
ordinary course of business) or mortgaged, charged or encumbered any assets or
shares or any right, title or interest in any assets or shares (other than in
the ordinary course of business) or authorised the same or entered into, varied
or terminated or authorised, proposed or announced its intention to enter into,
vary, terminate or authorise any agreement, arrangement, contract, transaction
or commitment (other than in the ordinary course of business and whether in
respect of capital expenditure or otherwise) which is of a loss-making,
long-term or unusual or onerous nature or magnitude, or which involves or could
involve an obligation of such a nature or magnitude;
4.6. entered into any agreement, contract, transaction, arrangement
or commitment (other than in the ordinary course of business);
4.7. issued, authorised or proposed the issue of or made any change
in or to any debentures, or (other than in the ordinary course of business)
incurred or increased any indebtedness or liability, actual or contingent;
4.8. been unable or admitted 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 its business or proposed or entered into any composition or
voluntary arrangement with its creditors (or any class of them) or the filing at
court of documentation in order to obtain a moratorium prior to a voluntary
arrangement or, by reason of actual or anticipated financial difficulties,
commenced negotiations with one or more of its creditors with a view to
rescheduling any of its indebtedness;
4.9. made, or announced any proposal to make, any change or addition
to any retirement, death or disability benefit or any other employment-related
benefit of or in respect of any of its directors, employees, former directors or
former employees;
4.10. save as between Vista and its wholly-owned subsidiaries, granted
any lease or third party rights in respect of any of the leasehold or freehold
property owned or occupied by it or transferred or otherwise disposed of any
such property;
4.11. entered into or varied or made any Offer (which remains open for
acceptance) to enter into or vary the terms of any service agreement with any
director or senior executive of Vista or any director or senior executive of the
Wider Vista Group;
4.12. taken or proposed any corporate action or had any proceedings
started or threatened against it for its winding-up (voluntary or otherwise),
dissolution, striking-off or reorganisation or for the appointment of a
receiver, administrator (including the filing of any administration application,
notice of intention to appoint an administrator or notice of appointment of an
administrator), administrative receiver, trustee or similar officer of all or
any material part of its assets or revenues or for any analogous proceedings or
steps in any jurisdiction or for the appointment of any analogous person in any
jurisdiction;
4.13. made any amendment to its memorandum or articles of association;
4.14. waived or compromised any claim or authorised any such waiver or
compromise, save in the ordinary course of business; or
4.15. agreed to enter into or entered into an agreement or arrangement or
commitment or passed any resolution or announced any intention with respect to
any of the transactions, matters or events referred to in this condition 4;
5. Since 31 December 2006 and except as Disclosed:
5.1. there having been no material adverse change or deterioration in
the business, assets, financial or trading position or profits or prospects of
the Wider Vista Group taken as a whole;
5.2. no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Vista Group is or may become
a party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any Third Party, against or in
respect of any member of the Wider Vista Group, having been threatened,
announced or instituted or remaining outstanding by, against or in respect of
any member of the Wider Vista Group which in any case might reasonably be
expected to materially and adversely affect the Wider Vista Group taken as a
whole; and
5.3. no contingent or other liability having arisen or become
apparent or increased which might be likely in either case to have a material
adverse effect on the Wider Vista Group taken as a whole;
6. Purple Spot not having discovered except as Disclosed:
6.1. that any financial, business or other information concerning
Vista or the Wider Vista Group which is contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Vista Group
either publicly or in the context of the Offer which in either case contains a
material misrepresentation of fact or omits to state a fact necessary to make
the information contained therein not materially misleading which has not, prior
to 4 March 2008, been corrected by public announcement through an RIS or
otherwise to Purple Spot or its advisors which in any case might reasonably be
expected to materially and adversely affect the Wider Vista Group taken as a
whole; or
6.2. any information which materially affects the import of any such
information as is mentioned in condition 6.1.
Purple Spot reserves the right to waive all or any of conditions 2 to 6
inclusive, in whole or in part.
Conditions 2 to 6 inclusive must be satisfied as at, or waived on or before,
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 such case such later
date as Purple Spot may, with the consent of the Panel, agree), failing which
the Offer will lapse provided that Purple Spot shall be under no obligation to
waive or treat as fulfilled any of conditions 2 to 6 inclusive by a date earlier
than the latest date specified above for the fulfilment thereof notwithstanding
that the other conditions of the Offer may at such earlier date have been
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent Purple Spot will not invoke any of the above
conditions (except for the acceptance condition in 1 above) so as to cause the
Offer not to proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the relevant conditions are of material
significance to Purple Spot in the context of the Offer.
References to a ''substantial interest'' in an undertaking or other enterprise
and similar expressions shall be taken to refer to a direct or an indirect
interest of 20 per cent. or more of the voting rights exercisable in relation to
the undertaking or enterprise concerned or in the equity capital or any class of
equity capital of such undertaking or enterprise.
The Offer is governed by English law and is subject to the jurisdiction of the
English courts.
Part B
FURTHER TERMS OF THE OFFER
Except where the context otherwise requires, references in this Part B and Parts
C and D of this Appendix and in the Form of Acceptance: (i) to the ''Offer''
shall mean the Offer and any revision, variation or renewal thereof or extension
thereto; (ii) to the ''Offer becoming unconditional'' shall include references
to the Offer becoming or being declared unconditional and shall be construed as
references to the Offer becoming or being declared unconditional as to
acceptances whether or not any other condition of the Offer remains to be
fulfilled; (iii) to the ''acceptance condition'' means the condition set out in
paragraph (a) of Part A of this Appendix I; (iv) to ''acceptance of the Offer''
shall include deemed acceptance of the Offer and (v) the ''Offer Document''
means this document and any other document containing details of the Offer.
1 Acceptance period
1.1 The Offer will initially remain open for acceptance until 3.00
p.m. on 25 March 2008. Although no revision is envisaged, if the Offer is
revised it will remain open for acceptance for a period of at least 14 days (or
such other period as may be permitted by the Panel) from the date of posting of
written notification of the revision to Vista Shareholders. Except with the
consent of the Panel, no such written notification of the revision of the Offer
may be posted to Vista Shareholders after 19 April 2008 or, if later, the date
which is 14 days before the last date on which the Offer can become
unconditional.
1.2 The Offer, whether revised or not, shall not (except with the
consent of the Panel) be capable of becoming unconditional after midnight on 3
May 2008 (or on any earlier date beyond which Purple Spot has stated (and not,
where permitted, withdrawn such statement) that the Offer will not be extended),
nor of being kept open after that time unless it has previously become
unconditional. However, Purple Spot reserves the right, with the permission of
the Panel, to extend the Offer to a later time and/or date. Except with the
consent of the Panel, Purple Spot may not, for the purpose of determining
whether the condition as to acceptances set out in paragraph (a) of Part A of
this Appendix (the ''acceptance condition'') has been satisfied, take into
account acceptances received or purchases of Vista Shares in respect of which
all relevant electronic instructions or documents are received by Neville
Registrars after 3.00 p.m. on 3 May 2008 (or any earlier time or date beyond
which Purple Spot has stated that the Offer will not be extended and in respect
of which it has not withdrawn that statement) or such later time and/or date as
the case may be to which the Offer has been extended. If the Offer is extended
beyond midnight on 3 May 2008, acceptances received and purchases made in
respect of which relevant electronic instructions or documents have been
received by Neville Registrars after 3.00 p.m. on the relevant date may (except
where the City Code otherwise permits) only be taken into account with the
agreement of the Panel.
1.3 If the Offer becomes unconditional, it will remain open for
acceptance for not less than 14 days from the date on which it would otherwise
have expired. If the Offer has become unconditional and it is stated that the
Offer will remain open until further notice, then not less than 14 days' notice
will be given prior to the closing of the Offer.
1.4 If a competitive situation arises after Purple Spot has given a
''no extension'' statement or a ''no increase'' statement (as referred to in the
City Code), Purple Spot may (if it has specifically reserved the right to do so
at the time such statement was made or otherwise with the consent of the Panel)
choose not to be bound by the terms of such statement, provided that notice is
given to that effect as soon as possible and in any event within four business
days after the announcement of the competing Offer and Vista Shareholders are
informed in writing thereof or, in the case of Vista Shareholders with
registered addresses outside the United Kingdom or whom Purple Spot knows to be
nominees holding Vista Shares for such persons, by announcement in the United
Kingdom at the earliest practicable opportunity. If Purple Spot has given a ''no
increase'' statement or a ''no extension'' statement, Purple Spot may (if it has
specifically reserved the right to do so at the time such statement was made or
in such other circumstances as may be permitted by the Panel) choose not to be
bound by the terms of such statement if it would otherwise prevent the posting
of an increased or improved Offer which is recommended for acceptance by the
Board of Vista.
1.5 If a competitive situation arises and is continuing on 3 May
2008, Purple Spot will enable holders of Vista Shares in uncertificated form who
have not already validly accepted the Offer but who have previously accepted the
competing Offer to accept the Offer by a special form of acceptance to take
effect on 3 May 2008. It shall be a condition of such special form of acceptance
being a valid acceptance of the Offer that (i) it is received by Neville
Registrars on or before 3 May 2008, (ii) the relevant Vista Shareholder shall
have applied to withdraw his acceptance of the competing Offer but that the
Vista Shares to which such withdrawal relates shall not have been released from
escrow before 3 May 2008 by the escrow agent to the competing Offer and (iii)
the Vista Shares to which the special form of acceptance relates are not
transferred to escrow in accordance with the procedure for acceptance set out in
the letter from Purple Spot contained in this document on or before 3 May 2008,
but an undertaking is given that they will be so transferred as soon as possible
thereafter. Shareholders wishing to use such forms of acceptance should apply to
Neville Registrars on 0121 585 1131 or if calling from outside the UK on +44 121
585 1131 between 9.00 a.m. and 5.00 p.m. on the business day preceding 3 May
2008 in order that such forms can be despatched. Notwithstanding the right to
use such special form of acceptance, holders of Vista Shares in uncertificated
form may not use a Form of Acceptance (or any other purported acceptance form)
for the purpose of accepting the Offer in respect of such shares.
1.6 For the purpose of determining at any particular time whether
the acceptance condition has been satisfied, Purple Spot shall not be bound
(unless otherwise required by the Panel) to take into account any Vista Shares
which have been unconditionally allotted or issued before such time unless
Neville Registrars has received written notice on behalf of Purple Spot, from
Vista or its agents, at the address specified in paragraph 3(a) below of the
relevant details of such allotment or issue before that time. Notification by
telex or facsimile or other electronic transmission will not be sufficient
notice for these purposes.
2 Announcements
2.1 By 8.00 a.m. on the business day (the ''relevant day'') next
following the day on which the Offer is due to expire or becomes unconditional
or is revised or extended, Purple Spot will make an appropriate announcement to
a Regulatory Information Service (an ''RIS'') of the position. Such announcement
will also state (unless otherwise permitted by the Panel):
2.1.1 the total number of Vista Shares and rights over Vista Shares (as
nearly as practicable) for which acceptances of the Offer have been received,
specifying the extent to which acceptances have been received from persons
acting in concert with Purple Spot or in respect of shares which are the subject
of an irrevocable commitment or letter of intent procured by Purple Spot or its
associates;
2.1.2 details of any relevant securities (as defined by the City Code) of
the Vista in which Purple Spot or any person acting in concert with it has an
interest or in respect of which any such person has a right to subscribe and
details of any short positions in such securities held by any such person;
2.1.3 details of any relevant securities of Vista in respect of which
Purple Spot or any of its associates has an outstanding irrevocable commitment
or letter of intent;
2.1.4 details of any relevant securities of Vista which Purple Spot or
any person acting in concert with it has borrowed or lent, other than any
borrowed shares which have been on-lent or sold; and
2.1.5 the total number of shares which Purple Spot may count towards
satisfaction of the acceptance condition,
and will specify in each case the percentage of each class of relevant
securities of Vista represented by these figures.
Any decision to extend the date and/or time by which the acceptance condition
has to be fulfilled may be made at any time up to, and will be announced not
later than, 8.00 a.m. on the relevant day (or such later time and/or date as the
Panel may agree) and the announcement will state the next expiry time and date
(unless the Offer is then unconditional, in which case the announcement may
state that the Offer will remain open until further notice). In computing the
number of shares which Purple Spot may count towards satisfaction of the
acceptance condition, there may, at the discretion of Purple Spot, be included
or excluded for announcement purposes acceptances and purchases which are not
complete in all respects or are subject to verification provided that such
acceptances or purchases of Vista Shares may only be included if they could be
counted towards fulfilling the acceptance condition in accordance with paragraph
5.10 below.
2.2 References in this Appendix to the making of an announcement or
giving of notice by Purple Spot include the release of an announcement by public
relations consultants or by Acorn, in each case on behalf of Purple Spot, to the
press and the delivery or facsimile or other electronic transmission of an
announcement to an RIS. An announcement made otherwise than to an RIS will be
notified simultaneously to an RIS.
3 Rights of withdrawal
3.1 If Purple Spot, having announced the Offer to be unconditional,
fails to comply by 3.30 p.m. on the relevant day (or such later time and/or date
as the Panel may agree) with any of the other requirements specified in
paragraph 2.1 above, an accepting Vista Shareholder may immediately thereafter
withdraw his acceptance by written notice (as defined in paragraph 3.4 below)
given by hand or by post to Neville Registrars on behalf of Purple Spot.
Alternatively, in the case of Vista Shares in uncertificated form, withdrawals
must be effected in the manner set out in paragraph 3.5 below. Subject to
paragraph 1.2 above, this right of withdrawal may be terminated not less than
eight days after the relevant day by Purple Spot confirming, if it is the case,
that the Offer is still unconditional and complying with the other requirements
specified in paragraph 2.1 above. If any such confirmation is given, the first
period of 14 days referred to in paragraph 1.3 above will run from the date of
such confirmation and compliance.
3.2 If by 3.00 p.m. on 15 April 2008 (or such later time(s) and/or
date(s) as the Panel may agree) the Offer has not become unconditional, an
accepting Vista Shareholder may withdraw his acceptance at any time thereafter
at the address and in the manner referred to in paragraph 3.1 above (or, in the
case of Vista Shares in uncertificated form, in the manner set out in paragraph
1.1 below) before the earlier of:
3.2.1 the time that the Offer becomes unconditional; and
3.2.2 the final time for lodgement of acceptances which can be taken into
account in accordance with paragraph 1.1 above.
If the Panel determines that Vista is not permitted to invoke, or cause or
permit Purple Spot to invoke, a condition to the Offer, it may instead determine
that Vista Shareholders shall be entitled to withdraw their acceptances on such
terms and by such time as the Panel may determine and notwithstanding that the
Offer has become unconditional as to acceptances. The Panel may also determine
that the timetable applicable to the Offer shall be varied in such manner as it
may determine. Exercise of such withdrawal rights by accepting Vista
Shareholders could result in the Offer, if it has by then become unconditional
as to acceptances, ceasing to be unconditional as to acceptances.
3.3 If after a competitive situation has arisen Purple Spot chooses
not to be bound by a ''no extension'' statement or a ''no increase'' statement
in accordance with paragraph 1.4 above, any Vista Shareholder who accepts the
Offer after the date of such statement may withdraw his acceptance thereafter at
the address and in the manner referred to in paragraph 3.1 above (or, in the
case of Vista Shares held in uncertificated form, in the manner set out in
paragraph 3.5 below) not later than the eighth day after the date of posting of
written notice to that effect by Purple Spot to the relevant Vista Shareholders.
3.4 Except as provided by this paragraph 3, acceptances of the
Offer shall be irrevocable. In this paragraph 3 ''written notice'' (including
any letter of appointment, direction or authority) means notice in writing
bearing the original signature(s) of the relevant accepting Vista Shareholder(s)
or their agents duly appointed in writing (evidence of whose appointment is
produced with the notice). Notification by telex or facsimile or other
electronic transmissions or copies will not be sufficient to constitute written
notice. No notice which is postmarked in or otherwise appears to have been sent
from the United States, Canada, Australia, Japan, The Republic of Ireland or
South Africa will be treated as valid.
3.5 In the case of Vista Shares held in uncertificated form, if
withdrawals are permitted pursuant to paragraphs 3.1, 3.2 or 3.3 above, an
accepting Vista Shareholder may withdraw his acceptance through CREST by sending
(or, if a CREST sponsored member, procuring that his CREST sponsor sends) an ESA
instruction to settle in CREST in relation to each Electronic Acceptance to be
withdrawn. Each ESA instruction must, in order for it to be valid and settle,
include the following details:
3.5.1 the transaction reference number of the Electronic Acceptance to be
withdrawn;
3.5.2 the intended settlement date for the withdrawal;
3.5.3 input with standard delivery instruction priority of 80;
3.5.4 the Escrow Agent's participant ID, which is 7RA11;
3.5.5 the member account ID of the Escrow Agent included in the relevant
Electronic Acceptance, which is VISTA;
3.5.6 the participant ID of the accepting shareholder;
3.5.7 the member account ID of the accepting shareholder;
3.5.8 the ISIN number, which is GB0033962787;
3.5.9 the number of Vista Shares to be withdrawn; and
3.5.10 the corporate action number for the Offer which is allocated by Euroclear
and can be found by viewing the relevant corporate action details in CREST.
Any such withdrawal will be conditional upon Neville Registrars verifying that
the withdrawal request is validly made. Accordingly, Neville Registrars will, on
behalf of Purple Spot, reject or accept the withdrawal by transmitting in CREST
a receiving agent reject (AEAD) or receiving agent accept (AEAN) message.
3.6 All questions of validity (including time of receipt) of any
notice of withdrawal will be determined by Purple Spot, whose determination,
except as may be determined otherwise by the Panel, will be final and binding.
4 Revised Offer
4.1 Although no revision of the Offer is envisaged, if the Offer
(in its original or any previously revised form(s)) is revised (either in its
terms or conditions or in the value or form of the consideration offered or
otherwise) the benefit of the revised Offer will (subject to paragraphs 4.2, 4.3
and 6 below) be made available to a Vista Shareholder who has accepted the Offer
(in its original or previously revised form(s)) and not previously withdrawn
such acceptance (a ''Previous Acceptor'').
The acceptance by or on behalf of a Previous Acceptor of the Offer (in its
original or any previously revised form(s)) shall, subject as provided below, be
deemed an acceptance of the Offer as so revised and shall also constitute a
separate appointment of Purple Spot as his attorney and agent to accept any such
revised Offer on behalf of such Previous Acceptor and, if such revised Offer
includes alternative forms of consideration, to make elections and/or accept
such alternative forms of consideration in such proportions as such attorney and
/or agent in his absolute discretion thinks fit and to execute on behalf of and
in the name of such Previous Acceptor all such further documents (if any) as may
be required to give effect to such acceptances and/or elections. In making any
such acceptance or election, such attorney and/or agent shall take into account
the nature of any previous acceptances and/or elections made by the Previous
Acceptor and such other facts or matters as he may reasonably consider relevant.
4.2 The deemed acceptances and/or elections referred to in
paragraph 4.1 above shall not apply and the authorities conferred by paragraph
4.1 above shall not be exercised if, as a result thereof, a Previous Acceptor
would (on such basis as Acorn may advise Purple Spot) receive less in aggregate
consideration than he would have received as a result of his acceptance of the
Offer in the form in which it was originally accepted by him or on his behalf.
4.3 The deemed acceptances and/or elections referred to in
paragraph 4.1 above shall not apply and the authorities conferred by paragraph
4.1 above shall be ineffective to the extent that a Previous Acceptor (i) in
respect of Vista Shares in certificated form, shall lodge, within 14 days of the
posting of the document pursuant to which the revision of the Offer referred to
in paragraph 4.1 above is made available to the Vista Shareholders (or such
later date as Purple Spot may determine), a form in which he validly elects to
receive the consideration receivable by him under that revised Offer in some
other manner than that set out in his original acceptance or (ii) in respect of
Vista Shares in uncertificated form, sends (or, if a CREST sponsored member,
procures that his CREST sponsor sends) an ESA instruction to settle in CREST in
relation to each Electronic Acceptance in respect of which an election is to be
varied. Each ESA instruction must, in order for it to be valid and settle,
include the following details:
4.3.1 the transaction reference number of the Electronic Acceptance in
respect of which the election is to be changed;
4.3.2 the intended settlement date for the changed election;
4.3.3 input with standard delivery instruction priority of 80;
4.3.4 the member account ID of the Previous Acceptor;
4.3.5 the participant ID of the Previous Acceptor;
4.3.6 Escrow Agent's participant ID, which is 7RA11;
4.3.7 the member account ID of the Escrow Agent included in the relevant
Electronic Acceptance, which is VISTA;
4.3.8 the ISIN number, which is GB0033962787;
4.3.9 the number of Vista Shares in respect of which the changed election
is made;
4.3.10 the corporate action number for the Offer which is allocated by
Euroclear and can be found by viewing the relevant corporate action details in
CREST;
and, in order that the desired change of election can be effected, must include:
4.3.11 the member account ID of the Escrow Agent relevant to the new
election.
Any such change of election will be conditional upon Neville Registrars
verifying that the request is validly made. Accordingly, Neville Registrars
will, on behalf of Purple Spot, reject or accept the requested change of
election by transmitting in CREST a receiving agent reject (AEAD) or receiving
agent accept (AEAN) message.
4.4 The authorities referred to in this paragraph 4 and any
acceptance of a revised Offer and/or election pursuant thereto shall be
irrevocable unless and until the Previous Acceptor becomes entitled to withdraw
his acceptance under paragraph 3 above and duly does so.
4.5 Purple Spot reserves the right to treat an executed Form of
Acceptance or TTE instruction relating to the Offer (in its original or any
previously revised form(s)) which is received after the announcement or issue of
the Offer in any revised form as a valid acceptance of the revised Offer and
such acceptance shall constitute an authority in the terms of this paragraph 5
mutatis mutandis on behalf of the relevant Vista Shareholder.
5 General
5.1 Except with the consent of the Panel, the Offer will lapse
unless all the conditions (other than the acceptance condition) have been
fulfilled by or (if capable of waiver) waived by or (where appropriate)
determined by Purple Spot in its reasonable opinion to be or to remain satisfied
as at midnight on 15 April 2008 or within 21 days after the date on which the
Offer becomes or is declared unconditional, whichever is the later or such later
date as Purple Spot, with the consent of the Panel, may decide. If the Offer
lapses for any reason, the Offer will cease to be capable of further acceptance
and Vista Shareholders who have accepted the Offer and Purple Spot will cease to
be bound by acceptances delivered on or before the date on which the Offer so
lapses.
5.2 All communications, notices, certificates, documents of title
and remittances to be delivered by or to or sent to or from Vista Shareholders
or as otherwise directed will be delivered by or to or sent to or from them (or
their designated agents) at their risk.
5.3 The expression ''Offer Period'' when used in this document
means the period commencing on 2 March 2007 (being the date on which the Board
of Vista announced that it had received an approach which may or may not lead to
an offer) until whichever of the following times and dates shall be the latest:
(i) 3.00 p.m. on 25 March 2008, (ii) the time and date on which the Offer lapses
and (iii) the time and date on which the Offer becomes unconditional in all
respects.
5.4 All references in this document and in the Form of Acceptance
to ''25 March 2008'' shall (except in paragraphs 1(a) and 5(c) above and where
the context otherwise requires), if the expiry date of the Offer shall be
extended, be deemed to refer to the expiry date of the Offer as so extended.
5.5 Except with the consent of the Panel, settlement of the
consideration to which any Vista Shareholder is entitled under the Offer will be
implemented in full in accordance with the terms of the Offer without regard to
any lien, right of set-off, counterclaim or other analogous right to which
Purple Spot may otherwise be, or claim to be, entitled as against such Vista
Shareholder.
5.6 The instructions, authorities and provisions contained in, or
deemed to be incorporated in, the Form of Acceptance constitute part of the
terms of the Offer. Words and expressions defined in this document have the same
meanings when used in the Form of Acceptance unless the context otherwise
requires.
5.7 The Offer and all acceptances thereof and all elections
thereunder or pursuant thereto and the Form of Acceptance, Electronic Acceptance
and all contracts made pursuant thereto and action taken or made or deemed to be
taken or made under any of the foregoing shall be governed by and construed in
accordance with English law.
5.8 Any omission to despatch this document, the Form of Acceptance
or any notice required to be given under the terms of the Offer to, or any
failure to receive the same by, any person to whom the Offer is made or should
be made shall not invalidate the Offer in any way or create any implication that
the Offer has not been made to any such person. Subject to paragraph 6 below,
the Offer extends to any such person and to all Vista Shareholders to whom this
document and the Form of Acceptance may not have been despatched or by whom such
documents may not be received and such persons may collect the relevant
documents from Neville Registrars at its address set out in paragraph 3(a)
above.
5.9 Purple Spot and Acorn reserve the right to treat acceptances of
the Offer as valid if received by or on behalf of either of them at any place or
places or in any manner determined by either of them otherwise than as stated in
this document or in the Form of Acceptance.
5.10 Notwithstanding the right reserved by Purple Spot to treat an
acceptance of the Offer as valid even though (in the case of Vista Shares held
in certificated form) the relevant Form of Acceptance is not entirely in order
or not accompanied by the relevant share certificate(s) and/or other document(s)
of title, except with the consent of the Panel:
5.10.1 an acceptance of the Offer will only be counted towards fulfilling the
acceptance condition if the requirements of Note 4 and, if applicable, Note 6 of
Rule 10 of the City Code are satisfied in respect of it;
5.10.2 a purchase of Vista Shares by Purple Spot or its nominee(s) (or, if
Purple Spot is required to make an Offer under Rule 9 of the City Code, a person
acting in concert with Purple Spot) will only be counted towards fulfilling the
acceptance condition if the requirements of Note 5 and, if applicable, Note 6 of
Rule 10 of the City Code are satisfied in respect of it.
5.11 Save as set out in paragraphs 1.5 and 4.3 above and 6.5 below, the
Offer may not be accepted otherwise than by means of a Form of Acceptance or TTE
instruction.
5.12 Except with the consent of the Panel, the Offer will not become
unconditional unless Neville Registrars has issued a certificate to Purple Spot
or Acorn (or their respective agents) which states the number of Vista Shares in
respect of which acceptances have been received and the number (if any) of Vista
Shares otherwise acquired, whether before or during the Offer Period, which
comply with paragraph 5(j) above.
5.13 If the Offer does not become unconditional in all respects:
5.13.1 in respect of Vista Shares held in certificated form the share
certificate(s) and/or other document(s) of title will be returned by post (or
such other method as may be approved by the Panel) within 14 days of the Offer
lapsing, at the risk of the Vista Shareholder concerned, to the person or agent
whose name and address is set out in the Form of Acceptance or, if no address is
set out, to the first-named holder at his/her registered address; and
5.13.2 in respect of Vista Shares held in uncertificated form Neville
Registrars will, immediately after the lapsing of the Offer (or within such
longer period as the Panel may permit, not exceeding 14 days after the lapsing
of the Offer), give instructions to Euroclear to transfer all Vista Shares held
in escrow balances and in relation to which it is the Escrow Agent for the
purposes of the Offer to the original available balances of the Vista
Shareholders concerned.
5.14 For the purposes of this document, the time of receipt of a TTE
instruction, an ESA instruction or an Electronic Acceptance shall be the time at
which the relevant instruction settles in CREST.
5.15 All powers of attorney and authorities on the terms conferred by
or referred to in this Part B or in the Form(s) of Acceptance are given by way
of security for the performance of the obligations of the Vista Shareholder
concerned and are irrevocable in accordance with section 4 of the Powers of
Attorney Act 1971, except in the circumstances where the donor of such power of
attorney or authority validly withdraws his acceptance in accordance with
paragraph 3 above.
5.16 If sufficient Vista Shares are acquired by Purple Spot, whether
pursuant to acceptances of the Offer or otherwise, Purple Spot intends to apply
the provisions of sections 974 to 991 of the Companies Act 2006 to acquire
compulsorily any outstanding Vista Shares. If Purple Spot acquires or agrees to
acquire, by virtue of its shareholding and acceptances of the Offer, issued
share capital carrying 75 per cent. or more of the voting rights of Vista,
Purple Spot intends to procure that Vista applies for cancellation of the
trading in Vista Shares on the AIM Market of the London Stock Exchange not less
than 20 business days following Purple Spot first having acquired or agreed to
acquire such issued share capital.
5.17 No acknowledgement of receipt of any Form of Acceptance, share
certificate(s) and/or other document(s) of title, or of any TTE instruction will
be given by Purple Spot or Acorn or any of their respective agents.
5.18 The Offer is made by means of this document at 3.00 p.m. on 4
March 2008 and is capable of acceptance from and after that time. Copies of this
document, the Form of Acceptance and any related documents are available for
collection from Neville Registrars.
5.19 In relation to any acceptance of the Offer in respect of a holding
of Vista Shares which are held in uncertificated form in CREST, Purple Spot
reserves the right to make such alterations, additions or modifications to the
terms of the Offer as may be necessary or desirable to give effect to any
acceptance of the Offer, whether in order to comply with the facilities or
requirements of CREST or otherwise to confer on Purple Spot or, as the case may
be, the relevant Vista Shareholder the benefits and entitlements provided for
under the terms of the Offer, provided that such alterations, additions or
modifications are consistent with the requirements of the City Code or are
otherwise made with the consent of the Panel.
6 Overseas Shareholders of Vista
6.1 The making of the Offer in, or to, certain persons who are
citizens, residents or nationals of, jurisdictions outside the United Kingdom
may be affected by the laws of the relevant jurisdiction. Vista Shareholders in
that position should inform themselves about and observe any applicable legal or
regulatory requirements. It is the responsibility of any such person wishing to
accept the Offer to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant jurisdiction or territory in connection
therewith, including the obtaining of any governmental, exchange control or
other consents which may be required, or the compliance with other necessary
formalities and the payment of any issue, transfer or other taxes due in such
jurisdiction. Any such shareholder will be responsible for any payment of any
issue, transfer or other taxes or other requisite payments due in such
jurisdiction by whomsoever payable, and Purple Spot and Acorn and any person
acting on their behalf shall be entitled to be fully indemnified and held
harmless by such shareholder for any such issue, transfer or other taxes as such
person may be required to pay.
If you are an Overseas Shareholder and are in any doubt as to your position, you
should consult your independent financial adviser in the relevant jurisdiction.
6.2 In particular, the Offer is not being made, directly or
indirectly, in the United States, Canada, Australia, Japan, The Republic of
Ireland or South Africa or by use of the mails or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States, Canada, Australia, Japan,
The Republic of Ireland or South Africa. This includes, but is not limited to,
the post, facsimile transmission, e-mail, telex and telephone. The Offer cannot
be accepted by any such use, means or instrumentality or from within the United
States, Canada, Australia, Japan, The Republic of Ireland or South Africa.
Accordingly, copies of this document, with the Form of Acceptance and any
related offering documents, are not being mailed or otherwise distributed or
sent into the United States, Canada, Australia, Japan, The Republic of Ireland
or South Africa, including to Vista Shareholders with registered addresses in
the United States, Canada, Australia, Japan, The Republic of Ireland or South
Africa, or to persons whom Purple Spot knows to be nominees, trustees or
custodians holding Vista Shares for such persons. Persons receiving such
documents (including, without limitation, custodians, nominees and trustees)
must not distribute or send them in, into or from the United States, Canada,
Australia, Japan, The Republic of Ireland or South Africa, or use such mails or
any such means or instrumentality for any purpose, directly or indirectly, in
connection with the Offer, and doing so will render invalid any related
purported acceptance of the Offer. Persons wishing to accept the Offer must not
use such mails or any such means, instrumentality or facility for any purpose
directly or indirectly related to the acceptance of the Offer.
Envelopes containing a Form of Acceptance must not be postmarked in the United
States, Canada, Australia, Japan, The Republic of Ireland or South Africa, or
otherwise despatched from the United States, Canada, Australia, Japan, The
Republic of Ireland or South Africa, and all acceptors must provide addresses
outside the United States, Canada, Australia, Japan, The Republic of Ireland or
South Africa for the remittance of cash or the return of the Form of Acceptance,
Vista share certificate(s) and/or other document(s) of title.
6.3 A Vista Shareholder will be deemed not to have accepted the
Offer if:
6.3.1 he puts ''No'' in Box 4 of the Form of Acceptance and thereby does
not give the representation and warranty set out in paragraph 3 of Part C of
this Appendix;
6.3.2 he completes Box 3 of the Form of Acceptance with an address in the
United States, Canada, Australia, Japan, The Republic of Ireland or South Africa
or has a registered address in the United States, Canada, Australia, Japan, The
Republic of Ireland or South Africa and in either case he does not insert in Box
5 of the Form of Acceptance the name and address of a person or agent outside
the United States, Canada, Australia, Japan, The Republic of Ireland or South
Africa to whom he wishes the consideration to which he is entitled under the
Offer to be sent, subject to the provisions of this paragraph 6 and applicable
laws;
6.3.3 he inserts in Box 5 of the Form of Acceptance the name and address
of a person or agent in the United States, Canada, Australia, Japan, The
Republic of Ireland or South Africa to whom he wishes the consideration to which
he is entitled under the Offer to be sent or a telephone number in the United
States, Canada, Australia, Japan, The Republic of Ireland or South Africa in the
event of queries;
6.3.4 the Form of Acceptance received from him is in an envelope
postmarked in, or otherwise appears to Purple Spot or its agents to have been
sent from, the United States, Canada, Australia, Japan, The Republic of Ireland
or South Africa; or
6.3.5 he makes a Restricted Escrow Transfer pursuant to paragraph 6.4
below unless he also makes a related Restricted ESA instruction which is
accepted by Neville Registrars.
Purple Spot reserves the right, in its sole discretion, to investigate, in
relation to any acceptance, whether the representation and warranty set out in
paragraph 3 of Part C of this Appendix or, as the case may be, paragraph 2.2 of
Part D of this Appendix could have been truthfully given by the relevant Vista
Shareholder and, if such investigation is made and as a result Purple Spot
determines that such representation and warranty could not have been so given,
such acceptance shall not be valid.
6.4 If a Vista Shareholder holding Vista Shares in uncertificated
form is unable to give the warranty set out in paragraph 2.2 of Part D of this
Appendix, but nevertheless can provide evidence satisfactory to Purple Spot that
he is able to accept the Offer in compliance with all relevant legal and
regulatory requirements, he may only purport to accept the Offer by sending (or,
if a CREST sponsored member, procuring that his CREST sponsor sends) both a TTE
instruction to a designated escrow balance detailed below (a ''Restricted Escrow
Transfer'') and one or more valid ESA instructions (each a ''Restricted ESA
instruction''). Such purported acceptance will not be treated as a valid
acceptance unless the Restricted Escrow Transfer settles in CREST and Purple
Spot decides, in its absolute discretion, to exercise its right described in
paragraph 6.6 below to waive, vary or modify the terms of the Offer relating to
Overseas Shareholders, to the extent required to permit such acceptance to be
made during the acceptance period set out in paragraph 6.5 above. If Purple Spot
decides to permit such acceptance to be made, Neville Registrars will on behalf
of Purple Spot accept the purported acceptance as an Electronic Acceptance on
the terms of this document (as so waived, varied or modified) by transmitting in
CREST a receiving agent accept (AEAN) message. Otherwise, Neville Registrars
will on behalf of Purple Spot reject the purported acceptance by transmitting in
CREST a receiving agent reject (AEAD) message. Each Restricted Escrow Transfer
must, in order for it to be valid and settle, include the following details:
6.4.1 the intended settlement date;
6.4.2 input with a standard delivery instruction priority of 80;
6.4.3 the participant ID of the Vista Shareholder;
6.4.4 contact name and telephone number in the shared note field;
6.4.5 the member account ID of the Vista Shareholder;
6.4.6 the participant ID of the Escrow Agent (this is 7RA11);
6.4.7 the member account ID specific to a Restricted Escrow Transfer
(this is RESTRICT);
6.4.8 the ISIN number for the Vista Shares which is GB0033962787;
6.4.9 the number of Vista Shares in respect of which the Offer is to be
accepted;
6.4.10 the corporate Action number of the Offer. This is allocated by
Euroclear and will be available on screen through CREST;
Each Restricted ESA instruction must, in order for it to be valid and settle,
include the following details:
6.4.11 the transaction reference number of the Restricted Escrow Transfer to
which the Restricted ESA instruction relates;
6.4.12 the intended settlement date;
6.4.13 input with a standard delivery instruction priority of 80;
6.4.14 the participant ID of the accepting Vista Shareholder;
6.4.15 the member account ID of the accepting Vista Shareholder;
6.4.16 the participant ID of the Escrow Agent. This is 7RA11;
6.4.17 the member account ID of the Escrow Agent relevant to the form of
consideration required;
6.4.18 the ISIN number for the Vista Shares which is GB0033962787;
6.4.19 the number of Vista Shares relevant to that Restricted ESA
instruction; and
6.4.20 the corporate action number for the Offer.
6.5 The provisions of this paragraph 6 and/or any other terms of
the Offer relating to Overseas Shareholders may be waived, varied or modified as
regards (a) specific Vista Shareholder(s) or on a general basis by Purple Spot
in its absolute discretion.
6.6 Purple Spot and Acorn reserve the right to notify any matter,
including the making of the Offer, to all or any Vista Shareholder(s) with (a)
registered address(es) outside the United Kingdom or whom Purple Spot or Acorn
knows to be a custodian, trustee or nominee holding Vista Shares for persons who
are citizens, residents or nationals of jurisdictions outside the United Kingdom
by announcement in the United Kingdom or by paid advertisement in a newspaper
published and circulated in the United Kingdom or any part thereof, in which
event such notice shall be deemed to have been sufficiently given,
notwithstanding any failure by any such shareholder(s) to receive or see such
notice, and all references in this document to notice in writing (other than in
paragraph 3.4 above) shall be construed accordingly.
6.7 The provisions of this paragraph 6 supersede and will apply in
lieu of any terms of the Offer contained in this document inconsistent herewith.
References in this paragraph 6 to ''a Vista Shareholder'' shall include
references to the person or persons executing a Form of Acceptance and, in the
event of more than one person executing a Form of Acceptance, the provisions of
this paragraph 6 shall apply to them jointly and to each of them.
6.8 For the purposes of this document and the Form of Acceptance
''United States'' means the United States of America, its territories and
possessions, any state of the United States and the District of Columbia.
6.9 If any person (including, without limitation, any custodians,
nominees and/or trustees), despite the restrictions referred to in paragraph 6.2
above and whether pursuant to a contractual or legal obligation or otherwise,
forwards this document, the Form of Acceptance or any related document in, into
or from the United States, Canada, Australia, Japan, The Republic of Ireland or
South Africa or uses the mails or means or instrumentality (including, without
limitation, the post, facsimile transmission, e-mail, telex and telephone) of
interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States, Canada, Australia, Japan, The Republic of
Ireland or South Africa in connection with such forwarding, such person should:
6.9.1 inform the recipient of such fact;
6.9.2 explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and
6.9.3 draw the attention of the recipient to this paragraph 6.
6.10 Notwithstanding the other provisions of this paragraph 6, Purple
Spot may at its sole discretion provide cash consideration to a US person or a
person in or resident of the United States, Canada, Australia, Japan, The
Republic of Ireland or South Africa if requested to do so by or on behalf of
that person and if Purple Spot and/or Acorn is satisfied in that particular case
that to do so will not constitute a breach of any securities or other relevant
legislation of the United States, Canada, Australia, Japan, The Republic of
Ireland or South Africa, as appropriate.
APPENDIX II
BASES AND SOURCES
(a) The value attributed to the existing issued share capital of
Vista is based upon the 15,382,116 Vista Shares in issue on 3 March 2008 (being
the latest practicable date prior to the release of this announcement).
(b) Unless otherwise stated, the financial information concerning
Vista has been extracted from the audited annual report and accounts for Vista
for the relevant period.
(c) The Closing Price of a Vista Share has been derived from AIM
Appendix to the Daily Official List for the relevant date.
(d) Purple Spot has received irrevocable undertakings to accept
the Offer in respect of a total of 9,638,474 Vista Shares representing, in
aggregate, 62.7 per cent. of the existing issued share capital of Vista.
Of this total:
6,974,786 Vista Shares representing approximately 45.3 per cent. of the entire
existing issued share capital of Vista are the subject of irrevocable
undertakings to accept the Offer given by each of the Vista Directors (and those
persons listed below connected with them) in respect of their beneficial
holdings of Vista Shares, namely:
Name of Vista Director Number of Percentage of issued
Vista Shares share capital
Keith Sadler 3,843,000 24.98
Gavin Johnson 772,800 5.02
Amanda Johnson* 768,600 5.00
Keith Salisbury 1,013,386 6.59
Alan Rothwell 577,000 3.75
* Amanda Johnson is the wife of Gavin Johnson.
The irrevocable undertakings given by the Vista Directors (and those persons
listed above connected with them) will remain binding even in the event of a
higher competing offer being made for Vista.
2,663,688 Vista Shares representing approximately 17.3 per cent. of the entire
existing issued share capital are the subject of irrevocable undertakings to
accept the Offer given by certain further Vista Shareholders, namely:
Name of Shareholder Number of Percentage of issued
Vista Shares share capital
Ian Currie 1,334,344 8.67
Richard Hughes 1,329,344 8.64
The irrevocable undertakings given by Ian Currie and Richard Hughes will lapse
in the event that of a competing offer being made for Vista at a price of at
least 110 per cent. of the Offer Price.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise:
"1985 Act" or the Companies Act 1985 (as amended)
"Companies Act
1985"
"2006 Act" or the Companies Act 2006 (as amended)
"Companies Act
2006"
"AIM" a market operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies as published by the London Stock
Exchange from time to time
"Acorn" Acorn Corporate Finance Limited, Bollin House, Riverside Park,
Wilmslow, Cheshire SK9 1DP
"Articles of The articles of association of Vista
Association"
"Board" the existing board of directors of Vista
"Business any day other than a Saturday or a Sunday or public holiday when
Day" banks generally are open in London for general banking business
"Closing the middle market price of a Vista Share at the close of business
Price" on the day to which such price relates, as derived from the Daily
Official List
"Code" or the City Code on Takeovers and Mergers
"City Code"
"Disclosed" Disclosed in the Offer Document in the Vista Annual Report and
Accounts or as otherwise publicly announced by or on behalf of
Vista (by the delivery of an Announcement to a Regulatory
Information Service as specified in the AIM Rules) or as
otherwise disclosed in writing to Purple Spot or its advisors by
or on behalf of Vista prior to date of the Offer Document
"Electronic the inputting and settling of a TTE instruction which constitutes
Acceptance" or is deemed to constitute an acceptance of the Offer on the
terms of this document
"Form of the form of acceptance and authority relating to the Offer
Acceptance" accompanying this document, which may only be completed by
holders of Vista Shares in certificated form
"FSA" the Financial Services Authority
"London Stock London Stock Exchange plc
Exchange"
"Offer
Document" this document and any other document containing details of the
Offer
"Offer 19.5 pence per Vista Share
Price"
"Offer" the recommended cash offer by Acorn on behalf of Purple Spot to
acquire all the issued and to be issued share capital of Vista on
the terms and subject to the conditions set out in this document
and the Form of Acceptance including, where the context so
requires, any subsequent revision, variation, extension or
renewal of such Offer
"Panel" the Panel on Takeovers and Mergers
"Pounds the lawful currency of the United Kingdom
sterling" or
"�"
"Purple Spot Purple Spot Limited, a company registered in England and Wales
" under number 6476338
"Purple Spot the directors of Purple Spot
Directors"
"Receiving Neville Registrars Limited, Neville House, 18 Laurel Lane,
Agent" Halesowen, West Midlands B63 3DA
"Shares" or the existing unconditionally allotted or issued and fully paid
"Vista ordinary shares of 0.5 pence each in Vista and any further such
Shares" shares which are unconditionally allotted or issued before the
date on which the Offer closes or before such earlier date as
Purple Spot (subject to the City Code) may determine not being
earlier than the date on which the Offer becomes or is declared
unconditional as to acceptances, but excluding any shares held as
treasury shares
"Vista" or the Vista Group plc, company number 4824722
"Company"
"Vista Annual the audited consolidated financial statements of the Vista Group
Report and for the financial year ended 31 December 2006
Accounts"
"Vista the directors of Vista
Directors"
"Vista Vista and its subsidiary and subsidiary undertakings
Group"
"Vista holder(s) of Vista Shares
Shareholder(s)
"
"United the United Kingdom of Great Britain and Northern Ireland
Kingdom" or
"UK"
"United the United States of America, its international territories and
States" or possessions, any state of the United States of America and the
"USA" District of Colombia
"WH Ireland" WH Ireland Limited
"Wider Vista As defined in Part A of Appendix I
Group"
For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking", "associated undertaking" have the meanings given by the Companies
Act 1985 (but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985).
All the times referred to in this announcement are London times.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the female or neutral gender.
This information is provided by RNS
The company news service from the London Stock Exchange
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