Advanced CADCAM Software Solutions For The Manufacturing Industry

Vero Software

Statement re Possible Offer

16-09-2009

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Vero Software plc

(“Vero” or “the Company”)

The Board of Vero notes the recent movement in the Company’s share price. The Company has received a provisional approach from a financial institution that may or may not lead to an offer being made for the Company. Discussions are at a very early stage and there can be no certainty that an offer will be forthcoming.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, the Company confirms that it has 37,261,166 Ordinary Shares of 0.5p each in issue and admitted to trading on the London Stock Exchange under UK ISIN code GB0002678273.

Dealing Disclosure Requirements:

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of the Company, all "dealings" in any "relevant securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by no later than 3.30 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until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the "offer period" otherwise ends.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 the Company, 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 Code, all "dealings" in "relevant securities" of the Company by the Company, or by any of its 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 Takeover Panel's website at www.thetakeoverpanel.org.uk


"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel.

For more information please contact:

Vero Software Plc
Don Babbs, Chief Executive
Tel: 01242 542040


Daniel Stewart & Company plc
Paul Shackleton
Tel: 020 7776 6550

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