RNS Number:9335M
Unit 4 Agresso N.V.
31 January 2008
Not for release, publication or distribution in whole or in part, directly or
indirectly, in or into or from the United States, Canada, Australia or Japan or
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction
31 January 2008
Recommended cash offer by Agresso Limited ("Agresso"), a wholly owned subsidiary
of Unit 4 Agresso N.V. ("Unit 4 Agresso"), for CODA plc ("CODA")
Summary
The Boards of Unit 4 Agresso and CODA are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for CODA by Agresso,
a wholly owned indirect subsidiary of Unit 4 Agresso, at a price of 205 pence
per CODA Share, valuing the fully diluted ordinary share capital of CODA at
approximately �158m.
The price of 205 pence for each CODA Share represents a premium of
approximately:
(i) 20.2 per cent to the Closing Price of 170.5 pence per CODA Share on 11
January 2008, being the last business day prior to the commencement of the Offer
Period;
(ii) 20.7 per cent to the average Closing Price of approximately 169.9 pence per
CODA Share for one month prior to 11 January 2008, being the last business day
prior to the commencement of the Offer Period;
(iii) 21.0 per cent to the average Closing Price of approximately 169.4 pence
per CODA Share for three months prior to 11 January 2008, being the last
business day prior to the commencement of the Offer Period; and
(iv) 40.4 per cent to the Closing Price of 146.0 pence per CODA Share on 26
September 2006, being the first day of trading of CODA after its admission to
AIM.
The Unit 4 Agresso Directors believe that combining the two businesses has a
strong strategic rationale and provides the opportunity for Unit 4 Agresso and
CODA to create a leading pan-European mid-market enterprise resource planning ("
ERP") software solutions provider. The enlarged group will be a leading player
in the UK, Benelux, Spain and the Nordic regions, with strengthened market
positions in the French, German and US markets. Furthermore, CODA will provide
Unit 4 Agresso access to the emerging and fast-growing Central and Eastern
European markets and the Asia Pacific region. The Unit 4 Agresso Directors
further believe that there are cross-selling opportunities across specific
verticals and geographies.
The Board of CODA, which has been so advised by Landsbanki, CODA's financial
adviser, considers the terms of the Offer to be fair and reasonable. In
providing its advice, Landsbanki has taken into account the commercial
assessments of the Board of CODA. Accordingly, the CODA Directors recommend
unanimously that CODA Shareholders accept the Offer as they and their Connected
Persons have irrevocably undertaken to do (or procure to be done) in respect of
their beneficial holdings of CODA Shares which, together with the beneficial
holdings of their Connected Persons, amount to in aggregate 5,108,175 CODA
Shares representing approximately 6.6 per cent of CODA's existing issued
ordinary share capital. These undertakings remain binding in the event of a
competing offer being made for CODA unless the Offer lapses or is withdrawn.
Agresso has received irrevocable undertakings from certain CODA Directors to
request the trustees of the CODA Executive Share Ownership Plan and the
CODASciSys Executive Share Ownership Plan to accept the Offer in respect of CODA
Shares in which they have an interest under those plans, amounting, in total to
4,465,957 CODA Shares representing, in aggregate, 5.8 per cent of CODA's
existing issued ordinary share capital.
Agresso has also received an irrevocable undertaking to accept (or procure
acceptance of) the Offer from Dr Mike Love, Chairman of SciSys plc out of which
the CODA business was demerged in 2006, in respect of his and his wife's
beneficial holding of 6,739,917 CODA Shares representing approximately 8.8 per
cent of CODA's existing issued ordinary share capital.
Agresso has also received undertakings to accept (or procure acceptance of) the
Offer from certain institutional shareholders in respect of 22,665,494 CODA
Shares representing, in aggregate, 29.5 per cent of CODA's existing issued
ordinary share capital.
Accordingly, Agresso has received, in aggregate, undertakings to:
(a) accept, or procure the acceptance of the Offer, in respect of 34,513,586
CODA Shares, representing approximately 44.8 per cent of CODA's existing issued
share capital; and
(b) request the trustees of CODA Share Schemes under which certain CODA
Directors have an interest in 4,465,957 CODA Shares, representing, in aggregate,
an additional 5.8 per cent of CODA's existing issued ordinary share capital, to
accept the Offer in respect of those CODA Shares.
The Offer will be extended to persons holding CODA Shares for the purposes of
the CODA Share Schemes and to persons who may acquire shares under the CSOP. The
Acquisition requires the approval of Unit 4 Agresso Shareholders in accordance
with the requirements of the Dutch Civil Code. Accordingly, the Offer is
conditional, inter alia, on the approval of Unit 4 Agresso Shareholders in
general meeting. This meeting will be held on 20 February 2008 and will be
convened on 4 February 2008, in accordance with the Articles of Association of
Unit 4 Agresso, by way of an announcement in a newspaper ("NRC Handelsblad") and
in the daily paper of the Euronext ("Officiele Prijscourant").
Further information on the terms and conditions to which the Offer will be
subject are set out in Appendix 1 and will be set out in the Offer Document,
which Unit 4 Agresso expects to post to CODA Shareholders no later than 5:00
p.m. on 4 February 2008.
ING and Piper Jaffray are acting as joint financial advisers to Unit 4 Agresso
and Agresso in connection with the Offer. Landsbanki is acting as financial
adviser to CODA in connection with the Offer.
Commenting on the Offer, Graham Steinsberg, Executive Chairman of CODA, said:
"Since the acquisition of the CODA business by Science Systems plc in 2000, the
CODA business has seen continued improvements in both revenues and
profitability, and expansion in both product range and geographical reach.
Thanks to the hard work and dedication of management and employees CODA is now
one of the UK's leading financial accounting software companies with over 570
staff in 14 countries and the CODA Group's award winning products are used by
more than 2,500 customers worldwide.
The offer by Agresso represents a fair and reasonable price for CODA
shareholders and we believe it should provide additional opportunities for
employees within an enlarged organisation. A CODA and Unit 4 Agresso
combination would create one of Europe's top ten business software vendors
which, based on 2006 published figures, would have a turnover in excess of Euro300m
and operations in nineteen countries. We believe that the combined group would
be able to compete more effectively in its target markets and that this
combination would mark the start of an exciting new era for customers and staff
alike."
Commenting on the Offer, Chris Ouwinga, Chief Executive of Unit 4 Agresso, said:
"The combination of Unit 4 Agresso and CODA is expected to be beneficial to our
customers, employees and shareholders. The enlarged business will have the scale
and product offering to compete more effectively in our target markets, both in
Europe and in other regions. We believe that there are cross-selling
opportunities to both the CODA and Unit 4 Agresso customer base across specific
verticals and geographies.
CODA is a growing and successful business and has a highly regarded product
offering in the form of a best-of-class financial management system, recently
enhanced by Neon, the latest product suite launched by CODA. We are committed to
supporting CODA's customers and product offerings into the future.
We very much look forward to working with CODA's management team to further
expand the combined business."
This summary should be read in conjunction with the full text of the attached
announcement. Appendix 1 sets out the conditions of and certain further
information about the Offer. Appendix 2 contains source notes relating to
certain information contained in this announcement. Certain terms used in this
announcement are defined in Appendix 3.
Terms used in this summary shall have the meaning given to them in the full
announcement.
Enquiries
Unit 4 Agresso Tel: +31 184 444 444
Edwin van Leeuwen, Chief Financial Officer
ING (financial adviser to Unit 4 Agresso and Agresso) Tel: +44 207 767 1000
Xavier Moreels
Ali Awan
Piper Jaffray (financial adviser to Unit 4 Agresso and Agresso) Tel: +44 203 142 1000
Nigel Daly
Peter del Favero
CODA Tel: +44 124 946 7302
Graham Steinsberg, Executive Chairman
Landsbanki (financial adviser and broker to CODA) Tel: +44 207 426 9000
Simon Bridges
Richard Banham
Pelham PR
Archie Berens Tel: +44 207 743 6679
Chelsea Hayes +44 207 743 6675
Terms used in this summary but not defined herein shall have the meaning given
to them in the full text of the announcement.
It is intended that the Offer Document and the Form of Acceptance will be posted
to CODA Shareholders (other than those in a restricted jurisdiction) no later
than 5:00 p.m. on 4 February 2008. The Offer Document and the Form of Acceptance
will in any event be posted within twenty-eight days of this announcement unless
otherwise agreed with the Panel.
This announcement is not intended to and does not constitute, or form any part
of, any offer to purchase or sell or any solicitation of any offer to purchase,
sell or subscribe for any securities or the solicitation of any vote or approval
in any jurisdiction. Any acceptance or other response to the Offer should be
made only on the basis of the information contained or referred to in the Offer
Document and the Form of Acceptance. The laws of relevant jurisdictions may
affect the availability of the Offer to persons not resident in the United
Kingdom. The Offer Document will be available for public inspection and will
also be posted on Unit 4 Agresso's website.
The CODA Directors accept responsibility for the information contained in this
announcement relating to CODA and its subsidiaries, themselves and their
immediate families and connected persons. The Unit 4 Agresso Directors accept
responsibility for all other information contained in this announcement. To the
best of the knowledge and belief of the CODA Directors and the Unit 4 Agresso
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they each accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
ING Bank N.V., London Branch ("ING"), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Unit 4 Agresso
and Agresso and no one else in connection with the Acquisition and will not be
responsible to anyone other than Unit 4 Agresso and Agresso for providing the
protections afforded to clients of ING nor for providing advice in relation to
the Acquisition or any other matters referred to in this announcement.
Piper Jaffray Limited ("Piper Jaffray"), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for Unit 4
Agresso and Agresso and no one else in connection with the Acquisition and will
not be responsible to anyone other than Unit 4 Agresso and Agresso for providing
the protections afforded to clients of Piper Jaffray nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for CODA and no one else in connection with the Offer and will not
be responsible to anyone other than CODA for providing the protections afforded
to clients of Landsbanki nor for providing advice in relation to the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan. Persons who are not resident
in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.
Unless otherwise determined by Agresso and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly or
indirectly, in or into or by the use of the mails of, or by any other means
(including, without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national securities exchange of any
jurisdiction where to do so would violate the laws of that jurisdiction and will
not be capable of acceptance in, or by any such use, means or facility or from
within, any such jurisdiction. Accordingly, unless otherwise determined by
Agresso, copies of this announcement are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from any such jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise distribute or send it in, into or from such jurisdiction, as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee and trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document.
In accordance with normal UK market practice, Agresso or any person acting on
its behalf may from time to time make certain market or private purchases of, or
arrangements to purchase, directly or indirectly, CODA Shares other than
pursuant to the Offer. Any information about such purchases will be publicly
announced as required by law or regulation in the UK.
Forward-looking statements
This announcement includes certain "forward looking statements". These
statements are based on the current expectations of the management of CODA, Unit
4 Agresso and Agresso (as applicable) and are naturally subject to uncertainty
and changes in circumstances. The forward looking statements contained herein
may include statements about the expected effects of the Offer on Unit 4
Agresso, Agresso or CODA, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates" and words of
similar import. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward looking statements. These factors include, but are not limited to,
the satisfaction of the conditions to the Offer, and Unit 4 Agresso's ability to
successfully integrate the operations and employees of CODA, as well as
additional factors, such as changes in economic conditions, changes in the level
of capital investment, success of business and operating initiatives and
restructuring objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange rates, the outcome
of litigation, government actions and natural phenomena such as floods,
earthquakes and hurricanes. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward looking
statements. Neither Unit 4 Agresso, nor Agresso nor CODA undertakes any
obligation to update publicly or revise forward looking statements, whether as a
result of new information, future events or otherwise, except to the extent
legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent or more of any class of "
relevant securities" of CODA, all "dealings" in any "relevant securities" of
CODA, (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of CODA,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of CODA by Agresso, Unit 4 Agresso or CODA, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at http://
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
Not for release, publication or distribution in whole or in part, directly or
indirectly, in or into or from the United States, Canada, Australia or Japan or
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction
31 January 2008
Recommended cash offer by Agresso Limited ("Agresso"), a wholly owned subsidiary
of Unit 4 Agresso N.V. ("Unit 4 Agresso"), for CODA plc ("CODA")
1. Introduction
The Boards of Unit 4 Agresso and CODA are pleased to announce that they have
reached agreement on the terms of a recommended cash offer for all of the issued
and to be issued ordinary share capital of CODA.
Agresso is the principal UK trading member of the Unit 4 Agresso group of
companies and is an indirect wholly owned subsidiary of Unit 4 Agresso.
The Acquisition requires the approval of Unit 4 Agresso Shareholders in
accordance with the requirements of the Dutch Civil Code. Accordingly the Offer
is conditional, inter alia, on the approval of Unit 4 Agresso Shareholders in
general meeting. This meeting will be held on 20 February 2008 and will be
convened on 4 February 2008, in accordance with the Articles of Association of
Unit 4 Agresso, by way of an announcement in a newspaper ("NRC Handelsblad") and
in the daily paper of the Euronext ("Officiele Prijscourant").
2. The Offer
The Offer will be for the entire issued and to be issued ordinary share capital
of CODA and will be subject to the conditions and further terms set out in
Appendix 1 to this announcement and to the conditions and further terms to be
set out in the Offer Document and (in respect of certificated CODA Shares) in
the Form of Acceptance. The Offer will be made on the following basis:
For each CODA Share 205 pence in cash
The terms of the Offer value CODA's fully diluted ordinary share capital at
approximately �158m.
The price of 205 pence for each CODA Share represents a premium of
approximately:
(i) 20.2 per cent to the Closing Price of 170.5 pence per CODA Share on 11
January 2008, being the last business day prior to the commencement of the Offer
Period;
(ii) 20.7 per cent to the average Closing Price of approximately 169.9 pence per
CODA Share for one month prior to 11 January 2008, being the last business day
prior to the commencement of the Offer Period;
(iii) 21.0 per cent to the average Closing Price of approximately 169.4 pence
per CODA Share for three months prior to 11 January 2008, being the last
business day prior to the commencement of the Offer Period; and
(iv) 40.4 per cent to the Closing Price of 146.0 pence per CODA Share on 26
September 2006, being the first day of trading of CODA after its admission to
AIM.
The CODA Shares will be acquired pursuant to the Offer by Agresso fully paid and
free from liens, equities, mortgages, charges, encumbrances, rights of
pre-emption and other third party rights or interests of any nature whatsoever
and together with all rights now or hereafter attaching thereto, including all
voting rights and the right to receive and retain all dividends and other
distributions announced, declared, made or paid on or after the date of this
announcement together with all interest accrued thereon.
3. Recommendation
The Board of CODA, which has been so advised by Landsbanki, CODA's financial
adviser, considers the terms of the Offer to be fair and reasonable. In
providing its advice, Landsbanki has taken into account the commercial
assessments of the Board of CODA. Accordingly, the CODA Directors recommend
unanimously that CODA Shareholders accept the Offer as they and their Connected
Persons have irrevocably undertaken to do (or procure to be done) in respect of
their beneficial holdings of CODA Shares which, together with the beneficial
holdings of their Connected Persons, amount in aggregate to 5,108,175 CODA
Shares representing approximately 6.6 per cent of CODA's existing issued
ordinary share capital.
4. Background to and reasons for the Recommendation
Since the acquisition of the CODA business by Science Systems plc in 2000, the
CODA business has seen continued improvements in both revenues and
profitability, and expansion in both product range and geographical reach. CODA
is now one of the UK's leading financial accounting software companies with over
570 staff in 14 countries and the CODA Group's award winning products are used
by more than 2,500 customers worldwide.
During that same time, the competitive landscape has changed considerably. In
particular, the speed of consolidation has accelerated. Many of CODA's
competitors have joined forces, so that today CODA commonly competes against
organisations which have a greater geographical reach and often broader product
ranges than CODA.
In the face of this competition, the CODA Group's continued success in
converting a significant proportion of opportunities into revenue is a testimony
to the strength of its products and the quality of its staff. However, as part
of the next phase of its evolution, the Board recognises that one of the key
cornerstones to continuing its success is an accelerated growth plan for CODA.
The Board believes that CODA's financial strength would, over time, enable the
company to achieve such a growth plan organically and through acquisitions.
The Offer provides an exciting and clear alternative. Together, both businesses
would build an enlarged platform for the future, creating one of Europe's top
ten business software vendors*, in a much reduced timescale and with much
reduced risk.
The CODA Board believes that CODA's presence in its countries of operation and
the integration of the CODA Group's award winning line of products into Unit 4
Agresso's own products will create a larger organisation with greater
international reach and a more extensive product range. The combined group
should be better placed to compete more effectively in its target markets. The
CODA Board believes that the increased size, capabilities and product range
brought about by such a combination will directly benefit the customers and
staff of the CODA Group and would mark the beginning of an exciting new era for
both.
The Offer represents a premium of:
(i) 20.2 per cent to the Closing Price of 170.5 pence per CODA Share on 11
January 2008, being the last business day prior to the commencement of the Offer
Period;
(ii) 21.0 per cent to the average Closing Price of approximately 169.4 pence per
CODA Share for three months prior to 11 January 2008, being the last business
day prior to the commencement of the Offer Period; and
(iii) 40.4 per cent to the Closing Price of 146.0 pence per CODA Share on 26
September 2006, being the first day of trading of CODA after its admission to
AIM.
* Statement derived from figures based on revenues from software activities as
shown by the Truffle 100 ranking of European Software Vendors in November 2007
5. Background to and reasons for the Acquisition
The Directors of Unit 4 Agresso believe that combining the two businesses has a
strong strategic rationale and provides the opportunity for Unit 4 Agresso and
CODA to create a leading pan-European mid-market enterprise resource planning ("
ERP") software solutions provider.
Due to the continuing consolidation of the ERP software sector in recent years
and Unit 4 Agresso's track record of successful growth through acquisitions, the
Acquisition is expected to significantly enhance the enlarged group's market
position and will enable it to further consolidate its leadership in the
mid-market ERP software sector in Europe.
The enlarged group will be a leading player in the UK, Benelux, Spain and the
Nordic regions, with strengthened market positions in the French, German and US
markets. Furthermore, CODA will provide Unit 4 Agresso access to the emerging
and fast-growing Central and Eastern European markets and the Asia Pacific
region.
The Unit 4 Agresso Directors believe that there are cross-selling opportunities
across specific verticals and geographies and also through the enlarged product
portfolio.
The Acquisition will be a further step in implementing Unit 4 Agresso's
communicated long term strategy of increasing annual turnover to Euro500 million by
2009 by means of organic growth, acquisitions and strategic alliances. Unit 4
Agresso will further explore possibilities for optimal integration of CODA in
order to create maximum value for the businesses and operations of the combined
group.
6. Irrevocable Undertakings
Agresso has received, in aggregate, irrevocable undertakings to:
(a) accept, or procure the acceptance of the Offer, in respect of 34,513,586
CODA Shares, representing approximately 44.8 per cent of CODA's existing issued
share capital; and
(b) request the trustees of CODA Share Schemes under which certain CODA
Directors have an interest in 4,465,957 CODA Shares, representing, in aggregate,
an additional 5.8 per cent of CODA's existing issued ordinary share capital, to
accept the Offer in respect of those CODA Shares.
The irrevocable undertakings referred to above comprise the following:
(i) The CODA Directors and their Connected Persons have given irrevocable
undertakings to Agresso to accept (or procure acceptance of) the Offer in
respect of their entire beneficial holdings of CODA Shares which, together with
the beneficial holdings of their Connected Persons, amount to in aggregate
5,108,175 CODA Shares representing, in aggregate, 6.6 per cent of CODA's
existing issued ordinary share capital, provided condition (a) in Appendix 1 is
not waived or deemed satisfied prior to the acceptance level of the Offer being
75 per cent or more of the CODA Shares to which the Offer relates and provided
that the Offer Document is posted to CODA Shareholders no later than 5:00 p.m.
on 4 February 2008. These undertakings remain binding in the event of a
competing offer being made for CODA unless the Offer lapses or is withdrawn.
(ii) Certain CODA Directors have given irrevocable undertakings to Agresso to
request the trustees of the CODA Executive Share Ownership Plan and the
CODASciSys Executive Share Ownership Plan to accept the Offer in respect of CODA
Shares in which they have an interest under those plans, amounting, in total to
4,465,957 CODA Shares representing, in aggregate, 5.8 per cent of CODA's
existing issued ordinary share capital, provided condition (a) in Appendix 1 is
not waived or deemed satisfied prior to the acceptance level of the Offer being
75 per cent or more of the CODA Shares to which the Offer relates and provided
that the Offer Document is posted to CODA Shareholders no later than 5:00 p.m.
on 4 February 2008.
(iii) Dr Mike Love, Chairman of SciSys plc out of which the CODA business was
demerged in 2006, has given an irrevocable undertaking to Agresso to accept (or
procure acceptance of) the Offer in respect of his and his wife's beneficial
holding of CODA Shares amounting, in total, to 6,739,917 CODA Shares
representing, in aggregate, 8.8 per cent of CODA's existing issued ordinary
share capital, provided condition (a) in Appendix 1 is not waived or deemed
satisfied prior to the acceptance level of the Offer being 75 per cent or more
of the CODA Shares to which the Offer relates and provided that the Offer
Document is posted to CODA Shareholders no later than 5:00 p.m. on 4 February
2008. This undertaking will cease to be binding if a higher competing offer is
made representing an improvement of at least 10 per cent above 205 pence per
CODA Share or if the Offer lapses or is withdrawn.
(iv) Artemis Investment Management Limited has given an irrevocable undertaking
to Agresso to accept (or procure acceptance of) the Offer in respect of its
entire beneficial holding of CODA Shares amounting, in total, to 13,798,500 CODA
Shares representing, in aggregate, 17.9 per cent of CODA's existing issued
ordinary share capital. This undertaking will cease to be binding if a higher
competing offer is made representing an improvement of at least 10 per cent
above 205 pence per CODA Share or if the Offer lapses or is withdrawn.
(v) AXA Framlington Investment Management Limited has given an irrevocable
undertaking to Agresso to accept (or procure acceptance of) the Offer in respect
of its entire beneficial holding of CODA Shares amounting, in total, to
5,271,000 CODA Shares representing, in aggregate, 6.8 per cent of CODA's
existing issued ordinary share capital. This undertaking will cease to be
binding if a higher competing offer is made representing an improvement of at
least 10 per cent above 205 pence per CODA Share or if the Offer lapses or is
withdrawn.
(vi) Rensburg Sheppards Investment Management Limited has given an irrevocable
undertaking to Agresso to accept (or procure acceptance of) the Offer in respect
of its entire beneficial holding of CODA Shares amounting, in total, to
2,233,394 CODA Shares representing, in aggregate, 2.9 per cent of CODA's
existing issued ordinary share capital. This undertaking will cease to be
binding if a higher competing offer is made representing an improvement of at
least 5 per cent above 205 pence per CODA Share or if the Offer lapses or is
withdrawn.
(vii) Montanaro Investment Managers Limited and Montanaro Fund Managers Limited
together have given an irrevocable undertaking to Agresso to accept (or procure
acceptance of) the Offer in respect of their entire beneficial holding of CODA
Shares amounting, in total, to 1,362,600 CODA Shares representing, in aggregate,
1.8 per cent of CODA's existing issued ordinary share capital. This undertaking
will cease to be binding if a higher competing offer is made representing an
improvement of at least 5 per cent above 205 pence per CODA Share or if the
Offer lapses or is withdrawn.
7. Information on CODA
CODA is one of the UK's leading providers of international financial accounting
software systems for medium to large enterprises. It is a company with a
tradition of offering high quality software supported by an experienced
consulting services team. It focuses on helping an organisation's chief
financial officer address the wide range of challenges faced by this role today.
This includes the production of accounts, the provision of management
information and, increasingly, the issues surrounding corporate governance.
CODA employs over 570 staff in 14 countries including the United Kingdom, the
United States, the Netherlands, France, Germany, Singapore and Malaysia and has
more than 2,500 customers. CODA plc is a public limited company registered in
England and Wales and is quoted on AIM under the symbol CODA (ISIN Number
GB00B18FC419).
For the six months ended 30 June 2007, CODA reported, for its continuing
businesses, revenues of �28.1 million (pro forma H1 2006 �26.0 million). For the
year ended 31 December 2006, CODA reported, for its continuing businesses, pro
forma revenues of �53.5 million.
8. Information on Unit 4 Agresso and Agresso
Unit 4 Agresso is a leading European provider of ERP software solutions to
people-centric organisations. Headquartered in the Netherlands, it has offices
in various European countries and North America. Unit 4 Agresso's customer base
includes large and medium-sized organisations in government, education,
professional and commercial services sectors. Unit 4 Agresso has over 3,000
customers and employs more than 3,000 people in 28 offices. Unit 4 Agresso is a
public limited company registered in the Netherlands and is listed on Euronext
Amsterdam under the symbol U4AGR (Code NL000003830896).
For the six months ended 30 June 2007, Unit 4 Agresso reported, for its
continuing businesses, revenues of Euro156 million (H1 2006: Euro107 million). For the
year ended 31 December 2006, Unit 4 Agresso reported, for its continuing
businesses, revenues of Euro237 million (2005: Euro199 million). Unit 4 Agresso
achieved organic revenue growth of 14 per cent for the six months ended 30 June
2007.
Agresso, a wholly owned indirect subsidiary of Unit 4 Agresso, is the principal
UK trading member of the Unit 4 Agresso Group. The entire issued share capital
of Agresso is held by Unit 4 Agresso Business Software Holding B.V., which is in
turn a direct subsidiary of Unit 4 Agresso. Agresso is a private limited company
registered in England and Wales and was incorporated on 8 July 1983. Unit 4
Agresso Business Software Holding B.V. is a private limited company and Unit 4
Agresso is a public limited company. Both are incorporated in the Netherlands.
The directors of Agresso, Unit 4 Agresso Business Software Holding B.V. and Unit
4 Agresso are all officers or employees of the Unit 4 Agresso Group.
9. Financing of the Offer
The cash consideration payable under the Offer will be funded using a committed
credit facility from ABN AMRO and ING Bank. Further details of the financing
arrangements for the Offer will be set out in the Offer Document.
ING (in its capacity as financial adviser to Agresso) confirms that it is
satisfied that sufficient resources are available to Agresso to satisfy in full
the consideration payable under the terms of the Offer.
10. Directors, management and employees
Unit 4 Agresso attaches great importance to the skills and experience of the
current management and employees of the CODA Group who are expected to play an
important role in the further development and growth of the business going
forward.
Unit 4 Agresso has given assurances to the CODA Directors that, following the
Offer becoming or being declared unconditional in all respects, the existing
employment rights of all employees of the CODA Group, including pension rights,
will be fully safeguarded.
Unit 4 Agresso's proposals for the CODA Share Schemes are set out in section 12
below.
11. Inducement Fee
Unit 4 Agresso and CODA entered into an agreement pursuant to which CODA has
agreed to pay to Unit 4 Agresso an inducement fee of �1,580,927 (being not more
than 1 per cent of the value of the Offer) (inclusive of value added tax, if
any, except to the extent any such value added tax is recoverable by CODA) if:
(i) prior to the lapsing or withdrawal of the Offer in accordance with its
terms, the directors of CODA shall have withdrawn or adversely modified their
approval or recommendation of the Offer, or recommended or approved the
announcement of a recommended, Independent Competing Offer; or
(ii) the Offer lapses or is withdrawn in accordance with its terms and prior
thereto an Independent Competing Offer for CODA has been announced which
Independent Competing Offer or any other Independent Competing Offer is
subsequently declared unconditional in all respects or otherwise completed.
The inducement fee is not payable in the event that the Unit 4 Agresso
Shareholders do not approve the Offer other than by reason of an Independent
Competing Offer causing the board of Unit 4 Agresso either to withdraw its
recommendation of such approval or otherwise take action not to seek such
approval.
12. CODA Share Schemes
The Offer will extend to any CODA Shares unconditionally allotted or issued or
unconditionally allotted and fully paid (or credited as fully paid) before the
date on which the Offer closes (or, subject to the City Code, by such earlier
date as Agresso may decide), including CODA Shares issued pursuant to the
accelerated exercise of options under the CODA Company Share Option Scheme ("
CSOP").
If the Offer becomes or is declared unconditional in all respects, to the extent
that the options under the CSOP are not so exercised, appropriate proposals will
be made to participants in the CSOP in due course.
The Offer will also extend to:
(i) any CODA Shares held by or on behalf of employee benefit trusts for the
purposes of the CODA Executive Share Ownership Plan and the CODASciSys Executive
Share Ownership Plan; and
(ii) any CODA Shares held by the trustee of the CODA Share Incentive Plan ("CSIP
").
In the event that the Offer becomes or is declared unconditional in all
respects, CODA Shares which have been allocated, but not yet transferred, to
CODA Group employees under the CSIP, will be transferred to such employees by
the trustee of the CSIP in sufficient time to enable those employees to accept
the Offer in respect of such shares. To the extent that such CODA Shares are not
assented to the Offer, they will be treated no differently from other
non-assented CODA Shares and if appropriate Agresso will invoke its compulsory
purchase rights as summarised in section 14 below.
13. Disclosure of interests in CODA relevant securities
As at the date of this announcement, neither Unit 4 Agresso, Agresso, nor any of
the Unit 4 Agresso Directors or the Agresso Directors, nor, so far as Unit 4
Agresso, Agresso or the Unit 4 Agresso Directors or the Agresso Directors are
aware, any person acting in concert with Unit 4 Agresso or Agresso for the
purposes of the Offer, owns or controls any CODA Shares or any securities
convertible or exchangeable into CODA Shares or any rights to subscribe for or
purchase the same, or holds any options (including traded options) in respect
of, or has any option to acquire, any CODA Shares or has entered into any
derivatives referenced to CODA Shares ("Relevant CODA Securities") which remain
outstanding or has a short position (including a short position under a
derivative, an agreement to sell or a delivery obligation or right to require
another person to take delivery), nor does any such person have any arrangement
in relation to Relevant CODA Securities. For these purposes, "arrangement"
includes any indemnity or option arrangement, any agreement or understanding,
formal or informal, of whatever nature, relating to Relevant CODA Securities
which may be an inducement to deal or refrain from dealing in such shares and
any borrowing or lending of Relevant CODA Securities that have been on-lent or
sold.
14. Compulsory Acquisition and Cancellation of Trading
If Agresso receives acceptances of the Offer in respect of, and/or otherwise
acquires, 90 per cent or more of the CODA Shares to which the Offer relates and
assuming all other conditions of the Offer have been satisfied or waived (if
they are capable of being waived), Agresso intends to exercise its rights
pursuant to the provisions of sections 979 to 982 of the Companies Act 2006 to
acquire compulsorily the remaining outstanding CODA Shares not acquired or
agreed to be acquired to which the Offer relates on the same terms as the Offer.
Assuming the Offer becomes or is declared unconditional in all respects, Agresso
intends to procure the making of an application by CODA to the London Stock
Exchange for the cancellation of admission to trading of CODA Shares on AIM. If
this cancellation occurs, it will significantly reduce the liquidity and
marketability of any CODA Shares not assented to the Offer. It is anticipated
that the cancellation of admission to trading on AIM will take effect no earlier
than 20 Business Days after either (i) the date on which Agresso has, by virtue
of its shareholdings and acceptances of the Offer, acquired or agreed to acquire
listed share capital carrying 75 per cent of the voting rights of CODA, or (ii)
the first date of issue of compulsory acquisition notices under section 979 of
the Companies Act 2006.
It is currently intended that, following the Offer becoming or being declared
unconditional in all respects and after the cancellation of admission to trading
of CODA Shares on AIM, CODA may be re-registered as a private company under the
relevant provisions of the Companies Act 1985.
15. Further details of the Offer
There are no agreements or arrangements to which Unit 4 Agresso is a party which
relate to the circumstances in which it may or may not invoke or seek to invoke
a condition of the Offer.
16. Overseas Shareholders
The availability of the Offer to CODA Shareholders who are not resident in the
United Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Full details in relation to Overseas Shareholders will be contained in the Offer
Document.
CODA Shareholders who are in any doubt regarding such matters should consult an
appropriate independent professional adviser in the relevant jurisdiction
without delay.
17. CODA issued share capital
In accordance with Rule 2.10 of the City Code, CODA confirms that it has
76,973,727 CODA Shares in issue. The AIM symbol of CODA is CODA and its ISIN
code is GB00B18FC419.
The Offer will be subject to the conditions and further terms set out in
Appendix 1.
The bases and sources of certain financial information contained in this
announcement are set out in Appendix 2.
Certain terms used in this announcement are defined in Appendix 3.
This announcement is not intended to and does not constitute, or form any part
of, any offer to purchase or sell or any solicitation of any offer to purchase,
sell or subscribe for any securities or the solicitation of any vote or approval
in any jurisdiction. Any acceptance or other response to the Offer should be
made only on the basis of the information contained or referred to in the Offer
Document and the Form of Acceptance. The laws of relevant jurisdictions may
affect the availability of the Offer to persons not resident in the United
Kingdom. The Offer Document will be available for public inspection and will
also be posted on Unit 4 Agresso's website.
The CODA Directors accept responsibility for the information contained in this
announcement relating to CODA and its subsidiaries, themselves and their
immediate families and connected persons. The Unit 4 Agresso Directors accept
responsibility for all other information contained in this announcement. To the
best of the knowledge and belief of the CODA Directors and the Unit 4 Agresso
Directors (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they each accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
ING Bank N.V., London Branch ("ING"), which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting for Unit 4 Agresso
and Agresso and no one else in connection with the Acquisition and will not be
responsible to anyone other than Unit 4 Agresso and Agresso for providing the
protections afforded to clients of ING nor for providing advice in relation to
the Acquisition or any other matters referred to in this announcement.
Piper Jaffray Limited ("Piper Jaffray"), which is authorised and regulated in
the United Kingdom by the Financial Services Authority, is acting for Unit 4
Agresso and Agresso and no one else in connection with the Acquisition and will
not be responsible to anyone other than Unit 4 Agresso and Agresso for providing
the protections afforded to clients of Piper Jaffray nor for providing advice in
relation to the Acquisition or any other matters referred to in this
announcement.
Landsbanki Securities (UK) Limited ("Landsbanki"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively for CODA and no one else in connection with the Offer and will not
be responsible to anyone other than CODA for providing the protections afforded
to clients of Landsbanki nor for providing advice in relation to the Offer.
This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdiction in which they
are located. In particular, the Offer will not be made directly or indirectly
into the United States, Canada, Australia or Japan. Persons who are not resident
in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements.
Unless otherwise determined by Agresso and permitted by applicable law and
regulation, the Offer is not being, and will not be, made, directly or
indirectly, in or into or by the use of the mails of, or by any other means
(including, without limitation, electronic mail, facsimile transmission, telex,
telephone, internet or other forms of electronic communication) of interstate or
foreign commerce of, or any facility of a national securities exchange of any
jurisdiction where to do so would violate the laws of that jurisdiction and will
not be capable of acceptance in, or by any such use, means or facility or from
within, any such jurisdiction. Accordingly, unless otherwise determined by
Agresso, copies of this announcement are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from any such jurisdiction and persons receiving this announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise distribute or send it in, into or from such jurisdiction, as doing
so may invalidate any purported acceptance of the Offer. Any person (including,
without limitation, any custodian, nominee and trustee) who would, or otherwise
intends to, or who may have a contractual or legal obligation to, forward this
announcement and/or any other related document to any jurisdiction outside the
United Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document.
In accordance with normal UK market practice, Agresso or any person acting on
its behalf may from time to time make certain market or private purchases of, or
arrangements to purchase, directly or indirectly, CODA Shares other than
pursuant to the Offer. Any information about such purchases will be publicly
announced as required by law or regulation in the UK.
Forward-looking statements
This announcement includes certain "forward looking statements". These
statements are based on the current expectations of the management of CODA, Unit
4 Agresso and Agresso (as applicable) and are naturally subject to uncertainty
and changes in circumstances. The forward looking statements contained herein
may include statements about the expected effects of the Offer on Unit 4
Agresso, Agresso or CODA, the expected timing and scope of the Offer,
anticipated earnings enhancements, estimated cost savings and other synergies,
costs to be incurred in achieving synergies, other strategic options and all
other statements in this document other than historical facts. Forward looking
statements include, without limitation, statements typically containing words
such as "intends", "expects", "anticipates", "targets", "estimates" and words of
similar import. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that will
occur in the future. These forward-looking statements are not guarantees of
future performance and have not been reviewed by the auditors of CODA, Unit 4
Agresso or Agresso. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied by
such forward looking statements. These factors include, but are not limited to,
the satisfaction of the conditions to the Offer, and Unit 4 Agresso's and
Agresso's ability to successfully integrate the operations and employees of
CODA, as well as additional factors, such as changes in economic conditions,
changes in the level of capital investment, success of business and operating
initiatives and restructuring objectives, customers' strategies and stability,
changes in the regulatory environment, fluctuations in interest and exchange
rates, the outcome of litigation, government actions and natural phenomena such
as floods, earthquakes and hurricanes. Other unknown or unpredictable factors
could cause actual results to differ materially from those in the forward
looking statements. Neither CODA nor Unit 4 Agresso, nor Agresso undertakes
any obligation to update publicly or revise forward looking statements, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent or more of any class of "
relevant securities" of CODA, all "dealings" in any "relevant securities" of
CODA, (including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later than
3.30 pm (London time) on the London business day following the date of the
relevant transaction. This requirement will continue until the date on which the
Offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of CODA,
they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of CODA by Unit 4 Agresso, Agresso, or CODA, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at http://
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A: CONDITIONS OF THE OFFER
The Offer complies with the rules and regulations of the FSA, the City Code and
the AIM Rules. The Offer will be subject to the following conditions:
(a) valid acceptances being received (and not, where permitted, withdrawn) by
not later than 1.00 p.m. on the First Closing Date (or such later time(s) and/or
date(s) as Agresso may, with the consent of the Panel or in accordance with the
City Code, decide) in respect of not less than 90 per cent (or such lower
percentage as Agresso may decide) in nominal value of the CODA Shares to which
the Offer relates provided that this condition shall not be satisfied unless
Agresso and/or any of its wholly owned subsidiaries shall have acquired or
agreed to acquire, whether pursuant to the Offer or otherwise, CODA Shares
carrying in aggregate more than 50 per cent of the voting rights then normally
exercisable at general meetings of CODA (including for this purpose, to the
extent (if any) required by the Panel, any voting rights attaching to any CODA
Shares which may be unconditionally allotted or issued before the Offer becomes
or is declared unconditional as to acceptances, whether pursuant to the exercise
of any outstanding conversion or subscription rights or otherwise). For the
purpose of this condition:
(i) the CODA Shares which have been unconditionally allotted but not issued
before the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights they will carry on being
entered into the register of members of CODA;
(ii) the expression "CODA Shares to which the Offer relates" shall be construed
in accordance with Chapter 3 of Part 28 of the Companies Act 2006; and
(iii) valid acceptances shall be deemed to have been received in respect of the
CODA Shares which are treated for the purposes of section 979 of the Companies
Act 2006 as having been acquired or contracted to be acquired by Agresso by
virtue of acceptances of the Offer;
(b) approval of the Offer by shareholders of Unit 4 Agresso at a duly convened
general meeting of the Unit 4 Agresso Shareholders expressed by a simple
majority of Unit 4 Agresso Shareholders present in person or by proxy at such
meeting;
(c) save as Disclosed, there being no provision of any agreement, arrangement,
licence, permit, lease or other instrument to which any member of the Wider CODA
Group is a party or by or to which any such member or any of its assets would be
reasonably likely to be bound, entitled or subject, which as a consequence of
the Offer or the proposed acquisition of any shares or other securities in CODA
or because of a change in the control or management of the Wider CODA Group or
otherwise, would or could reasonably be expected to result in, to an extent
which is or would reasonably be expected to be material in the context of the
Wider CODA Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or contingent) of,
or grant available to any such member, being or becoming repayable or capable of
being declared repayable immediately or earlier than their or its stated
maturity date or repayment date or the ability of any such member to borrow
monies or incur any indebtedness being withdrawn or inhibited or being capable
of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit, lease or instrument or
the interest or business of any such member or the rights, liabilities,
obligations or interests of any such member thereunder being terminated or
adversely modified or affected or any obligation or liability arising or any
adverse action being taken or arising thereunder;
(iii) any assets or interests of any such member being or failing to be disposed
of or charged or any right arising under which any such asset or interest could
be required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
such member or any such mortgage, charge or other security interest (whenever
arising or having arisen) becoming enforceable;
(v) the rights, liabilities, obligations or interests of any such member in, or
the business of any such member with, any person, firm or body (or any
arrangement(s) relating to any such interest or business) being terminated,
adversely modified or adversely affected;
(vi) the value of any such member or its financial or trading position or
prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business under any name
under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by any such member;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit, lease or other instrument to which any member of
the Wider CODA Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could reasonably be expected by
Agresso to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this condition (c) in each case to an extent
which is material in the context of the Wider CODA Group taken as a whole;
(d) no central bank, government, government department or governmental,
quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, stock exchange, trade agency, association,
institution or any other body or person whatsoever in any jurisdiction (each, a
"Third Party") having decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having
required any action to be taken or having enacted, made or proposed any statute,
regulation, decision or order, and there not continuing to be outstanding any
statute, regulation, decision or order, which would or would reasonably be
expected to:
(i) require the divestiture by any member of the Wider Unit 4 Agresso Group or
any member of the Wider CODA Group of all or any material portion of their
respective businesses, assets or property or impose any material limitation on
the ability of any of them to conduct their respective businesses (or any of
them) or to own any of their respective material assets or material properties
or any part thereof;
(ii) result in a material delay in the ability of Agresso, or render it unable,
to acquire some or all of the CODA Shares or require a material divestiture by
Agresso or any member of the Wider Unit 4 Agresso Group of any securities in
CODA;
(iii) impose any material limitation on, or result in a material delay in, the
ability of any member of the Wider Unit 4 Agresso Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider CODA Group or the
Wider Unit 4 Agresso Group or to exercise, directly or indirectly, voting or
management control over any such member;
(iv) otherwise materially and adversely affect the business, assets, liabilities
profits or prospects of any member of the Wider CODA Group;
(v) make the Offer, its implementation or the acquisition or proposed
acquisition by Agresso or any member of the Wider Unit 4 Agresso Group of any
shares or other securities in, or control or management of, CODA void, illegal
and/or unenforceable under the laws of any jurisdiction, or otherwise, directly
or indirectly, materially restrain, prevent, restrict, prohibit, or delay the
same, or impose additional material conditions or obligations with respect to,
or otherwise materially impede or challenge or require material amendment of the
Offer or the acquisition by Agresso or any member of the Wider Unit 4 Agresso
Group of any shares or other securities in CODA;
(vi) require any member of the Wider Unit 4 Agresso Group or the Wider CODA
Group to acquire, or to offer to acquire, any shares or other securities (or the
equivalent) or interest in any member of the Wider CODA Group or the Wider Unit
4 Agresso Group owned by any third party (other than in the implementation of
the Offer);
(vii) impose any material limitation on the ability of any member of the Wider
CODA Group to co-ordinate its business, or any part of it, with the businesses
of any other member of the Wider CODA Group and/or the Wider Unit 4 Agresso
Group; or
(viii) result in any member of the Wider CODA Group ceasing to be able to carry
on business under any name under which it presently does so,
in each case to an extent which is material in the context of the Offer, or the
Wider Unit 4 Agresso Group or the Wider CODA Group taken as a whole (as the case
may be), and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could institute, implement
or threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the Offer or
proposed acquisition of any shares or securities in CODA having expired, lapsed
or been terminated;
(e) all filings or applications which are reasonably considered necessary by
Agresso or which are required by law having been made in connection with the
Offer and all statutory or regulatory obligations in any jurisdiction having
been complied with in connection with the Offer or the acquisition by any member
of the Wider Unit 4 Agresso Group of any shares or other securities in, or
control of, CODA in circumstances where non-compliance would have a material
adverse effect on the Wider Unit 4 Agresso Group or the Wider CODA Group taken
as a whole (as the case may be) or would be material in the context of the Offer
and all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals ("authorisations") required
by law in respect of the Offer or the proposed acquisition of any shares or
other securities in, or control of, CODA by any member of the Wider Unit 4
Agresso Group having been obtained in terms and in a form reasonably
satisfactory to Agresso from all appropriate Third Parties or persons with whom
any member of the Wider CODA Group has entered into contractual arrangements, in
each case where the absence of such authorisations would have a material adverse
effect on the Wider Unit 4 Agresso Group or the Wider CODA Group taken as a
whole (as the case may be) or would be material in the context of the Offer, and
all such authorisations which are reasonably considered by Agresso to be
necessary to carry on the business of any member of the Wider CODA Group as
currently carried on remaining in full force and effect and all filings
necessary for such purpose having been made and there being no notice or
intimation of any intention to revoke or not to renew any of the same and all
necessary statutory or regulatory obligations in any jurisdiction having been
complied with and, without limitation to the foregoing, the Offer not being
referred to the UK Competition Commission, the European Commission or any other
merger control authority;
(f) save as Disclosed, no member of the Wider CODA Group having, since 31
December 2006:
(i) save for CODA Shares issued pursuant to the exercise of options granted
under the CODA Share Option Plan, issued or agreed to issue, authorised or
proposed the issue of additional shares or securities of any class;
(ii) save for the grant of options under the CODA Share Option Plan, issued or
agreed to issue, authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(iii) purchased, redeemed or repaid or announced any proposal to purchase,
redeem or repay any of its own shares (including treasury shares) or other
securities or reduced or made or authorised any other change to any part of its
share capital;
(iv) save as between CODA and wholly owned subsidiaries of CODA ("Intra-CODA
Group Transactions") recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other distribution to any
shareholder whether payable in cash or otherwise;
(v) save for Intra-CODA Group Transactions, merged with or demerged from any
body corporate or partnership or, other than in the ordinary course of business,
acquired or disposed of or transferred, mortgaged, charged or created any
security interest over, any asset or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or announced
any intention to propose the same which, in any case, is material in the context
of the Wider CODA Group taken as a whole;
(vi) save for Intra-CODA Group Transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital;
(vii) save for Intra-CODA Group Transactions, issued, authorised or proposed the
issue of any debentures or incurred or increased any indebtedness or liability
(actual or contingent) or proposed to do any of the foregoing;
(viii) entered into, implemented, effected, authorised, proposed or announced
any reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement in respect of itself or another member of the Wider CODA Group that
is material in the context of the Wider CODA Group;
(ix) entered into, or varied any material terms of, any agreement with any of
the directors or senior executives of CODA;
(x) entered into, varied or (in a manner which is materially prejudicial to the
Wider CODA Group taken as a whole) terminated, or authorised, proposed or
announced its intention to enter into, vary or (in a manner which is materially
prejudicial to the Wider CODA Group taken as a whole) terminate any agreement,
transaction, arrangement or commitment (whether in respect of capital
expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude;
(B) is or would reasonably be expected to be materially restrictive to the
business of any member of the Wider CODA Group; or
(C) is outside of the ordinary course of business and is material in the context
of the Wider CODA Group taken as a whole;
(xi) terminated or varied the terms of any agreement or arrangement between any
member of the CODA Group and any other person in a manner which would or would
reasonably be expected to have a material adverse effect on the financial
position or prospects of the CODA Group taken as a whole;
(xii) taken any corporate action or had any legal proceedings started or
threatened against it or petition presented or order made for its winding-up
(voluntary or otherwise), dissolution or reorganisation or for the appointment
of a receiver, administrative receiver, administrator, trustee or similar
officer of all or any of its assets or revenues or any analogous proceedings in
any jurisdiction or had any such person appointed in any jurisdiction;
(xiii) been unable, or admitted in writing that it is unable, to pay its debts
or having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(xiv) waived, settled or compromised any claim which is material in the context
of the business of the Wider CODA Group taken as a whole;
(xv) made any alteration to its memorandum or articles of association or other
incorporation documents or, except for any change required by reason of a
concurrent change in applicable law, regulation or generally accepted accounting
practice, to any method of accounting or accounting practice used by it on the
date hereof and which, in any case, is materially adverse in the context of the
Wider CODA Group taken as a whole; or
(xvi) entered into or varied any contract, commitment, arrangement or agreement
or passed any resolution or made any offer (which remains open for acceptance)
with respect to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this condition (f);
(g) since 31 December 2006 and save as Disclosed:
(i) no material adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of any member of
the Wider CODA Group;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider CODA Group is or may become a party
(whether as a claimant, defendant or otherwise) and no enquiry or investigation
by or complaint or reference to any Third Party against or in respect of any
member of the Wider CODA Group having been instituted, announced or threatened
by or against or remaining outstanding against or in respect of any member of
the Wider CODA Group which in any such case would reasonably be expected to
adversely affect any member of the Wider CODA Group;
(iii) no contingent or other liability having arisen or become apparent to
Agresso, which would be likely to adversely affect any member of the Wider CODA
Group; and
(iv) no steps having been taken which are likely to result in the withdrawal
(without replacement), cancellation, termination or modification of any material
licence held by any member of the Wider CODA Group which is necessary for the
proper carrying on of its business,
in each case to an extent which is material in the context of Unit 4 Agresso and
its subsidiary undertakings taken as a whole or the Wider CODA Group taken as a
whole (as the case may be);
(h) (i) save as Disclosed, Agresso not having discovered: (a) that any
financial, business or other information concerning the Wider CODA Group as
contained in the information publicly disclosed at any time by or on behalf of
any member of the Wider CODA Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that
information not materially misleading which, in any case, is material in the
context of the Wider CODA Group taken as a whole; or (b) that any member of the
Wider CODA Group, or any partnership, company or other entity in which any
member of the Wider CODA Group has a significant economic interest and which is
not a subsidiary undertaking of CODA is subject to any liability (contingent or
otherwise) which is material in the context of the Wider CODA Group taken as a
whole; or
(ii) since 31 December 2006 and save as Disclosed, Agresso not having discovered
any information which adversely affects the import of any information Disclosed
at any time by or on behalf of any member of the Wider CODA Group and which, in
any such case, is material in the context of the Wider CODA Group taken as a
whole.
Agresso reserves the right to waive, in whole or in part, all or any of the
above conditions, except condition (a) and (b). Conditions (c) to (h)
(inclusive) must be fulfilled by midnight on the 21st day after the later of the
First Closing Date and the date on which conditions (a) and (b) are fulfilled
(or in each such case such later date as Agresso may, with the consent of the
Panel, decide). Agresso shall be under no obligation to waive or treat as
satisfied any of the conditions (c) to (h) (inclusive) by a date earlier than
the latest date specified above for the satisfaction thereof, notwithstanding
that the other conditions of the Offer may at such earlier date have been waived
or fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
If Agresso is required by the Panel to make an offer for CODA Shares under the
provisions of Rule 9 of the City Code, Agresso may make such alterations to any
of the above conditions as are necessary to comply with the provisions of that
Rule.
The Offer will lapse if the Acquisition is referred to the Competition
Commission in the UK before 1.00 p.m. on the later of the First Closing Date and
the date on which the Offer becomes or is declared unconditional as to
acceptances.
If the Offer lapses, it will cease to be capable of further acceptance. CODA
Shareholders who have already accepted the Offer shall then cease to be bound by
acceptances delivered on or before the date on which the Offer lapses.
PART B: CERTAIN FURTHER TERMS OF THE OFFER
The Offer will be made on the terms and will be subject to the conditions which
are set out in this Appendix 1, those terms which will be set out in the Offer
Document and the Form of Acceptance and such further terms as may be required to
comply with the provisions of the City Code. The Offer and any acceptance of the
Offer will be governed by English law. This announcement does not constitute an
offer or invitation to purchase any securities.
The CODA Shares will be acquired by Agresso fully-paid up and free from all
liens, equitable interests, charges, encumbrances, rights of pre-emption and
other third party rights or interests of any nature whatsoever and together with
all rights now or hereafter attaching thereto, including the right to receive
and retain all dividends and other distributions (if any) declared, made or paid
on or after the date on which the Offer is made.
The Offer is not being and will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, electronic mail, telex or telephone)
of interstate or foreign commerce of, or any facilities of a national securities
exchange of, the United States, Canada, Australia or Japan and the Offer will
not be capable of acceptance by any such use, means, instrumentality or
facility, directly or indirectly from or within the United States, Canada,
Australia or Japan.
Accordingly, copies of this announcement and any other documents related to the
Offer are not being, and must not be, mailed or otherwise distributed or sent in
or into or from the United States, Canada, Australia or Japan and persons
receiving this announcement, the Form of Acceptance or such other documents
(including custodians, nominees and trustees) must not distribute or send them
in, or into or from, the United States, Canada, Australia or Japan.
APPENDIX 2
BASES AND SOURCES
1. Unless otherwise stated:
(a) financial information relating to Unit 4 Agresso has been extracted or
derived (without any adjustment) from the consolidated audited annual report and
accounts for Unit 4 Agresso for the year ended 31 December 2006, together with
the unaudited statement of results of Unit 4 Agresso for the six months ended 30
June 2007; and
(b) financial information relating to CODA has been extracted or derived
(without any adjustment) from the consolidated audited annual report and
accounts for CODA for the year ended 31 December 2006, together with the
unaudited interim results for CODA for the six months ended 30 June 2007.
2. The total equity value of the Offer is calculated based on a fully diluted
share capital of CODA of 77,118,427 CODA Shares. This in turn is calculated on
the basis of the number of issued CODA Shares, being 76,973,727 CODA Shares and
the 144,700 'in the money' options/awards outstanding under the CODA Share
Schemes (and which are expected to become exercisable as a consequence of the
Offer).
APPENDIX 3
DEFINITIONS
The following definitions apply throughout this announcement unless the context
requires otherwise.
"ABN AMRO" ABN AMRO Bank N.V.
"Acquisition" the proposed acquisition of CODA by Agresso pursuant to the Offer
"Agresso" Agresso Limited, a company incorporated in England and Wales with
registered number 01737985
"Agresso Directors" the directors of Agresso as at the date of this announcement
"AIM" the market of that name operated and regulated by the London Stock
Exchange
"AIM Rules" the AIM Rules for Companies as published by the London Stock
Exchange
"Australia" the Commonwealth of Australia, its territories and possessions
"Board" as the context requires, the board of directors of Unit 4 Agresso
or the board of directors of Agresso or the board of directors of
CODA
"Canada" Canada, its provinces and territories and all areas under its
jurisdiction and political sub-divisions thereof
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotation of a CODA Share as derived from
the Daily Official List on any particular day
"CODA" CODA plc, a company incorporated in England and Wales with
registered number 5861419
"CODA Directors" the directors of CODA as at the date of this announcement
"CODA Group" CODA and its subsidiary undertakings
"CODA Shares" includes: (a) the existing unconditionally allotted or issued and
fully paid ordinary shares of 25 pence each in the capital of CODA;
and (b) any further ordinary shares of 25 pence each in the capital
of CODA which are unconditionally allotted or issued and fully
paid, or credited as fully paid, before the date on which the Offer
closes (or before such earlier date as, subject to the City Code,
may determine not being earlier than (i) the date on which the
Offer becomes or is declared unconditional as to acceptances or
(ii) if later, the First Closing Date) but excludes any treasury
shares
"CODA Shareholders" registered holders of CODA Shares
"CODA Share Schemes" each of the CODA Company Share Option Scheme ("CSOP"), the CODA
Share Incentive Plan ("CSIP"), the CODA Executive Share Ownership
Plan and the CODASciSys Executive Share Ownership Plan
"Competition Commission" the UK Competition Commission
"Connected Person" a person connected with a director for the purposes of Section 252
of the Companies Act 2006
"Daily Official List" the Daily Official List of the London Stock Exchange
"Disclosed" (i) as disclosed in CODA's report and accounts for the year ended
31 December 2006; (ii) as publicly announced by CODA by the
delivery of an announcement to an authorised Regulatory Information
Service prior to the date of this announcement; (iii) as disclosed
in this announcement; (iv) as otherwise fairly disclosed in writing
to or made available for inspection by Unit 4 Agresso, Agresso or
their advisers by or on behalf of CODA prior to the date of this
announcement; or (v) any matter of public record
"EBITDA" earnings before interest, tax, depreciation and amortisation
"Effective Date" the date on which the Offer becomes effective in accordance with
its terms
"First Closing Date" the twenty-first day after the posting of the Offer Document
"Form of Acceptance" the form of acceptance, election and authority that will accompany
the Offer Document
"FSA" Financial Services Authority
"Independent Competing Offer" an offer, tender offer, scheme of arrangement, merger or business
consideration, recapitalisation or other transaction made by a
third party for the purposes of enabling that party to acquire all
of the ordinary shares of CODA or all or a significant proportion
(being 50 per cent or more) of its assets and undertakings and
shall include, without limitation, an announcement of such
transaction (whether or not subject to any preconditions) made in
accordance with Rules 2.4 or 2.5 of the City Code or any other
applicable law, rule or regulation to which CODA submits
"ING" ING Bank N.V., London Branch, a company registered in England with
number BR000341 and incorporated with limited liability in the
Netherlands
"ING Bank" ING Bank N.V. a company incorporated in The Netherlands with
registered number 33031431 (Chamber of Commerce Amsterdam)
"Japan" Japan, its cities, prefectures, territories and possessions
"Landsbanki" Landsbanki Securities (UK) Limited, a wholly owned subsidiary of
Landsbanki Islands, hf
"London Stock Exchange" London Stock Exchange plc
"Offer" the recommended offer to be made by Agresso to acquire the entire
issued and to be issued ordinary share capital of CODA on the terms
and subject to the conditions that will be set out in the Offer
Document and the Form of Acceptance and, where the context so
requires, any subsequent revision, variation, extension or renewal
thereof
"Offer Document" the formal document to be sent to CODA Shareholders containing,
inter alia, the terms and conditions of the Offer
"Offer Period" the period beginning on and including 14 January 2008 and ending on
the later of (i) 1.00 p.m. (London time) on the First Closing Date,
(ii) the time and date on which the Offer becomes or is declared
unconditional as to acceptances and (iii) the time and date on
which the Offer lapses or is withdrawn
"Overseas Shareholders" CODA Shareholders who are resident in, or nationals or citizens of,
jurisdictions outside the UK or who are nominees of, or custodians
or trustees for, citizens or nationals of countries other than the
UK
"Panel" the Panel on Takeovers and Mergers
"Piper Jaffray" Piper Jaffray Limited, a private company incorporated in England
and Wales with registered number 3846990
"Regulatory Information Service" a service approved by the London Stock Exchange for the
distribution to the public of AIM announcements and included within
the list maintained on the website of the London Stock Exchange
(www.londonstockexchange.com)
"Unit 4 Agresso" Unit 4 Agresso N.V., a public limited company incorporated in the
Netherlands with registered number 23087578 (Chamber of Commerce
Rotterdam)
"Unit 4 Agresso Directors" The managing directors of Unit 4 Agresso as at the date of this
announcement
"Unit 4 Agresso Group" Unit 4 Agresso and its subsidiary undertakings
"Unit 4 Agresso Shares" ordinary shares with a nominal value of Euro0.05 in the share capital
of Unit 4 Agresso
"Unit 4 Agresso Shareholders" registered holders of Unit 4 Agresso Shares
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland and its
dependent territories
"United States" or "US" the United States of America, its territories and possessions, any
state of the United States of America and the District of Columbia
"Wider CODA Group" CODA and its subsidiary undertakings, associated undertakings and
any other undertaking in which CODA and/or such undertakings
(aggregating their interests) have a substantial interest
"Wider Unit 4 Agresso Group" Unit 4 Agresso and its subsidiary undertakings, associated
undertakings and any other undertaking in which Unit 4 Agresso and/
or such undertakings (aggregating their interests) have a
substantial interest
All references to legislation in this announcement are to English legislation
unless the contrary is indicated. Any reference to any provision of any
legislation shall include any amendment, modification, re-enactment or extension
thereof.
Words importing the singular shall include the plural and vice versa, and words
importing the masculine gender shall include the feminine or neutral gender.
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "
associated undertaking", "undertaking" and "parent undertaking" have the
respective meanings given to them by the Companies Act 1985 (but for this
purpose ignoring paragraph 20(i)(b) of Schedule 4A to the Companies Act 1985)
and "substantial interest" means the direct or indirect interest of twenty (20)
per cent or more of the equity share capital (as defined in the Companies Act
2006) of any undertaking.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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