Offer Update (6727A)

TIDMVELO

RNS Number : 6727A

Azul Holding 2 Sarl

04 February 2011

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, JAPAN, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

4 February 2011

RECOMMENDED CASH OFFER

AZUL HOLDING 2 S. R.L.

TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF

VELOSI LIMITED

OFFER EXTENSION

Introduction

On 9 December 2010, the directors of Azul Holding 2 S.a r.l. ("Azul") and Velosi Limited ("Velosi") announced the terms of a recommended cash offer (the "Offer") to be made by Azul for the entire issued and to be issued ordinary share capital of Velosi at a price of 165 pence per ordinary share of $0.02 ("Velosi Share").

The document setting out the full terms of the Offer (the "Offer Document") was posted to Velosi shareholders on the same date.

On 21 January 2011, Azul announced that the Offer had become unconditional as to acceptances and on 25 January 2011, Azul announced that the Offer had become unconditional in all respects.

Extension of the Offer

The Offer has been extended and will remain open for acceptance until further notice.

Velosi shareholders who have not yet accepted the Offer are urged to do so as soon as possible and should follow the procedures for acceptance of the Offer set out below.

Level of acceptances

Azul announces that, as at 3.00 p.m. (London time) on 3 February 2011, valid acceptances of the Offer had been received in respect of a total of 41,469,273 Velosi Shares representing approximately 85.7 per cent. of the existing issued share capital of Velosi.

This total includes valid acceptances of the Offer in respect of:

- 25,671,908 Velosi Shares from the executive directors and certain other Velosi shareholders (and certain family members, related trusts and connected persons, as applicable), representing approximately 53.1 per cent. of the existing issued share capital of Velosi, for which irrevocable undertakings to accept the Offer had been received; and

- a further 88,888 Velosi Shares, representing approximately 0.2 per cent. of the existing issued share capital of Velosi, for which letters of intent to accept the Offer had been given.

In addition to the Velosi Shares in respect of which Azul has received acceptances of the Offer, Azul has acquired 4,458,481 Velosi Shares in the market for not more than 165 pence per Velosi Share, representing approximately 9.2 per cent. of the existing issued share capital of Velosi.

In total, therefore, as at 3.00 p.m. (London time) on 3 February 2011, Azul may count 45,927,754 Velosi Shares (representing approximately 94.9 per cent. of the existing issued share capital of Velosi) towards satisfaction of the acceptance condition to its Offer.

Compulsory acquisition, cancellation of trading in Velosi Shares on AIM, re-registration as a private limited company and share option proposal

As announced by Azul on 21 January 2011, as Azul has received acceptances of the Offer in respect of, or has otherwise contracted to acquire more than, 90 per cent. of the Velosi Shares, Azul will seek to exercise its right pursuant to the provisions of Part 18 of the Companies (Jersey) Law 1991 to acquire compulsorily any outstanding Velosi Shares not acquired or contracted to be acquired pursuant to the Offer. Accordingly, compulsory acquisition notices will be despatched in due course to Velosi shareholders who have not yet validly accepted the Offer.

As announced by Velosi on 26 January 2011, Velosi has applied to the London Stock Exchange for the cancellation of the admission of its ordinary shares to trading on AIM ("Cancellation"). Cancellation will take effect from 7.00 a.m. on 23 February 2011.

Azul intends that after the Cancellation, Velosi will be re-registered as a private limited company in Jersey.

As anticipated in the Offer Document, as the Offer has become unconditional in all respects, Azul will make appropriate proposals to participants in the Velosi Option Schemes (as such term is defined in the Offer Document) to benefit from the Offer.

To accept the Offer:

-- If you hold Velosi Shares, or any of them, in certificated form (that is, not in CREST), you should complete the Form of Acceptance sent to you with the Offer Document ("Form of Acceptance") in accordance with the instructions printed thereon. The completed Form of Acceptance, together with your share certificate(s) and other document(s) of title, should be returned as soon as possible by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, United Kingdom or (during normal business hours only) by hand to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8AE, United Kingdom, in each case to be received as soon as possible. A reply paid envelope has been provided for use in the United Kingdom; or

-- If you hold your Velosi Shares, or any of them, in uncertificated form (that is, in CREST), you should take the action set out in paragraph 13 of the letter from the directors of Azul in part II of the Offer Document and ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs as soon as possible.

If you have any questions relating to this announcement or the completion and return of the Form of Acceptance, please call Computershare Investor Services PLC, Corporate Actions Projects, on 0870 707 4028 (or, from outside the United Kingdom, on +44 870 707 4028) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays).

Please carefully read the Offer documentation in its entirety before making a decision with respect to the Offer.

The Panel on Takeovers and Mergers has confirmed that Velosi is not subject to the Takeover Code and Velosi shareholders will not be afforded any protection under the Code.

Enquiries:

 
 The Carlyle Group 
 Emma Thorpe / Rosanna Konarzewski    +44 (0)20 7894 1630 
 Espirito Santo Investment Bank 
  (Financial adviser to Azul) 
  Sunil Sanikop / Matthew Wilson 
  (Corporate broker to Azul) 
  Richard Crawley                     +44 (0)20 7456 9191

This announcement is not intended to, and does not constitute or form any part of, any offer or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is made solely through the Offer Document and (in relation to Velosi Shares in certificated form) its accompanying Form of Acceptance, which together contain the full terms and conditions of the Offer, including details of how to accept the Offer. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document and (in relation to Velosi Shares in certificated form) the Form of Acceptance.

The making of the Offer in, or to certain persons resident in, or citizens or nationals of, jurisdictions outside the United Kingdom or Jersey or to nominees of, or custodians, trustees or guardians for, such persons ("Overseas Shareholders") may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. In particular, the Offer is not being made, directly or indirectly, in or into or by the use of the mails of, or by any means or instrumentality (including, without limitation, e-mail, facsimile transmission, telex, telephone, the internet or other forms of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States of America, Japan, Canada or Australia (each a "Restricted Jurisdiction") and the Offer cannot be accepted by any such use, means, instrumentality or facility from or within a Restricted Jurisdiction. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements.

Copies of this announcement are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.

Further details in relation to holders of Velosi Shares in Restricted Jurisdictions are contained in the Offer Document.

Espirito Santo Investment Bank, through its subsidiary Execution Noble & Company Limited (which is authorised and regulated in the United Kingdom by the FSA), is acting as financial adviser exclusively for Azul, and for no one else, in connection with the Offer. Espirito Santo Investment Bank will not regard any other person as its client nor be responsible to anyone other than Azul for providing the protections afforded to clients of Espirito Santo Investment Bank, nor for providing advice in relation to the Offer and this announcement or any matter referred to in this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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