Business
Scheme of arrangement
Scheme of arrangement.
About this update from Velocity Composites Plc
[{"type":"text","content":"\n RNS Number : 2920B Velti PLC 23 October 2009 \n \nVelti plc\n\nIntroduction of a new Jersey-incorporated, AIM-listed holding company\n\nThe distribution of this announcement, in whole or in part, in, into or from any jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdictions.\n\nSummary\n\nVelti plc (\"Velti\" or \"Old Velti\") today announces a proposed scheme of arrangement (the \"Scheme\") under sections 895 to 899 of the Companies Act 2006 (the \"Act\") relating to the corporate structure of Velti. The Scheme will entail introducing a new Jersey-incorporated, AIM-listed company also to be named Velti plc (\"New Velti\") as the holding company of Velti and its subsidiary undertakings (the \"Group\"). New Velti will be tax resident in the Republic of Ireland.\n\nUnder the Scheme, all of the existing holders of Old Velti ordinary shares will have their shares cancelled in consideration for which they will receive ordinary shares in New Velti on a one-for-one basis. The respective holdings of shareholders in New Velti upon the Scheme becoming effective will therefore be the same as the respective holdings of shareholders in Old Velti immediately prior to the Scheme becoming effective.\n\nBackground to and reasons for the proposals\nSince its formation in 2000, the Group's trading activities have been predominantly based outside the UK, with the main trading companies being located in Europe, Asia, the Far East, Latin America and the US. The Group has expanded, by acquisition and by organic growth, and has required financing to fund this expansion. Therefore, the decision was made in 2006 to seek a listing on AIM. Although the Group had no UK business operations at that time, it was decided that a UK parent company would be used as the listing vehicle, as that was considered to be the most appropriate vehicle for a listing on a UK stock exchange at that time.\nFollowing Old Velti's listing on AIM, the Group has expanded fur...