(BCP.L) Boundary Capital PLC Buy/Sell

Taking all of the above factors into consideration, the Board believes that this transaction is sufficiently attractive to put before Shareholders at an extraordinary general meeting.

Information on the PMFM Business and its financial performance

The Group has two main operating businesses, Property Management and Facilities Management:

Facilities Management ("FM")

The FM business is the larger of the two divisions within Veris, contributing 88% of the revenues, and consists of the original Vector business and the FM activities of IEM (both based in Dublin, Ireland), and Orange (based in Hampshire, England). Veris works closely with its FM clients to meet their specific requirements.

Property Management ("PM")

The PM division accounts for 12% of Veris revenues. Over the last three years the core Irish Estates property management business has been enhanced by the acquisitions of Glenrye Property Services and Premier Management Company in 2006, giving Veris the capability to provide an integrated PM offering. With a presence across Ireland, the focus of the PM division is the protection and enhancement of the value of its customers' assets, working with a wide and comprehensive landlord and tenant base to deliver on client expectations.

The division's basic services are broken down into four main categories:

The following table shows the financial performance of the PMFM Division:

6 months ended 12 months ended 12 months ended
30 June 2009 31 December 2008 31 December 2007
(unaudited) (audited) (audited)
EUR'm EUR'm EUR'm
Revenue 30.5 74.4 51.0
Divisional operating profit 3.6 11.6 8.5

In the financial year ended 31 December 2008, revenue in the FM business increased by 51% from EUR42m to EUR63.5m which reflected the full year impact of the Orange acquisition and a change in the accounting treatment of a significant contract. Divisional operating profit for the FM business increased by 26% from EUR5.9m to EUR7.5m. Revenue increased by 8% due to organic growth in 2008. Operating profit increased by 6% due to organic growth in 2008.

In the financial year ended 31 December 2008, revenue in the PM business increased by 21.1% from EUR9.0m to EUR10.9m and divisional operating profit increased by 57.7% from EUR2.6m to EUR4.1m.

Information on the Purchasers

Aramark operates in 22 countries around the world, which together represent about 70 percent of the world's gross domestic product (GDP). Aramark's largest operations outside of the United States include Japan, the United Kingdom, Canada, Germany, Chile, Spain and Ireland. If Aramark included the sales of its Japanese joint venture of $1.2 billion, Aramark's total sales for its international business would be $3.5 billion, or 25% of total sales.

Aramark's Irish operations, branded Aramark & Campbell Catering, is a leader in professional services, providing award winning food services and facilities management to the Healthcare, Education, Business & Industry and Government sectors throughout the island of Ireland. Headquartered in Dublin with Regional offices in Limerick, Cork and Belfast, the company has more than 4,100 employees serving a quarter million people daily in more than 400 locations throughout Ireland.

Summary of the Sale and Purchase Agreement ("SPA")

Pursuant to the SPA the Purchasers have agreed to purchase the PMFM Business for an aggregate amount equal to EUR50.8 million plus the parties' estimate of the net cash of the PMFM Business at Completion. The Consideration is to be adjusted post completion for any amounts by which the net cash at Completion is less or greater than the parties' estimated net cash, as determined by the agreed completion accounts. The Consideration will also be adjusted if the agreed working capital at completion is greater or less than the 6 month average working capital balance up to and including Completion.

In the event that the Conditions are not satisfied by 31 December 2009, Completion is likely not to occur. The Conditions include the approval of the Irish Competition Authority, approval by the requisite majority of Shareholders of the Resolutions and no material adverse change in the PMFM Business.

Pursuant to the SPA the Company has given certain warranties regarding the PMFM Business to the Purchasers. The Company's maximum liability under these warranties is EUR5 million, except for breaches of warranty relating to the Company's title to the shares in the Companies carrying on the PMFM Business which shall be limited to an amount equal to the Consideration. Claims for breach of the warranties must be made prior to the end of the Second Warranty Period except in respect of title warranties which must be made by 31 December 2009. The Company's liability under the warranties reduces to EUR3.5 million for claims made after the end of the Initial Warranty Period and prior to the end of the Second Warranty Period. An initial amount equal to EUR5 million will be retained on Completion in a retention account to satisfy warranty claims. The Company has granted security over the retention account in favour of the Purchasers in respect of claims made under the warranties. The Purchasers will pay interest to the Company (in addition to the interest accrued on the account) on amounts released from the retention account for the Company's benefit.

The Company has agreed to pay to the Purchasers a break fee of EUR1.25 million which is only payable in the event that the disposal resolution is not passed by the requisite majority of Shareholders and the Company or substantially all of the PMFM Business is sold to a third party within 6 months of the earlier of the date of the extraordinary general meeting and the date that the SPA is terminated.

The Company, Niall McFadden and Martin McMahon have agreed to various non compete and non solicitation covenants which in the case of the Company and Martin McMahon shall last for 2 years from Completion and in the case of Niall McFadden last for 6 months from Completion.

The Company, Niall McFadden and Martin McMahon have agreed not to solicit an alternative purchaser of the PMFM Business and, subject to fiduciary and other legal obligations, not to commence negotiations with or supply information to any such purchaser, in each case until the SPA is terminated.

Future Strategy of the Group following the Proposed Disposal

Following Completion, the Group will not have any revenue generating operating businesses. The Board has determined that it is in the best interests of shareholders as a whole to return the net proceeds of the proposed Disposal (after repaying the Anglo Irish Bank facility and covering professional and closure costs) to Shareholders as efficiently and expediently as possible.

Consideration and Use of Proceeds

As outlined above, the PMFM Business is being sold for a cash consideration of EUR50.8 million of which EUR5 million will be retained by the Company to cover the maximum level of warranty claims.

The following table calculates the expected net cash disbursements to Shareholders:

Description Total Per Share
EUR'000 EUR
Headline Consideration 50,800 1.89
Less: Repayment of Anglo Irish Bank debt facilities (30,978) (1.15)
Professional fees and expenses (2,087) (0.08)
Closure costs and taxation (3,192) (0.12)
Add: Cash inflow from exercise of options 200 0.01
Expected net consideration due to shareholders 14,743 0.55

THE EXPECTED NET CONSIDERATION DUE TO SHAREHOLDERS IS BASED ON THE ASSUMPTIONS SET OUT BELOW. THE ACTUAL CONSIDERATION MAY BE LOWER OR HIGHER IF ANY OF THESE ASSUMPTIONS CHANGE.

1) Total number of shares in issue as at the date of the transaction is 25,819,712. Total number of "in the money" share options as at the date of the transaction is 1,000,000. The "per share" calculation above is based on the assumption that all the "in the money" share options are exercised prior to the record date and accordingly rank for payment. Therefore, it is assumed that the total number of shares in issue at the record date is 26,819,712
2) The proposed disposal completes on the terms as described above
3) There will be a EUR for EUR payment to Veris if the working capital position is more than the 6 month average up to and including the Completion date or a EUR for EUR payment by Veris if the working capital position is less than the 6 month average up to and including the Completion date.
4) Discount for time value of money and offsetting interest on the warranty escrow account are not reflected
5) Amounts due to Anglo Irish Bank include estimated interest to the anticipated repayment date

6) Professional fees and expenses include corporate finance, legal, accounting and tax fees in relation to the transaction and an estimate for the subsequent period to liquidation

7) Closure costs and taxation relate to payments for the termination of leases, legal settlements and corporation tax
8) No movement in the sterling / euro exchange rate from the date of this announcement to repayment of sterling loan facility with Anglo Irish Bank

Timing of payment to Shareholders

The Company has given certain warranties regarding the PMFM Business to the Purchasers as described above. Accordingly, it is anticipated that distributions to shareholders will be made as follows:

Total Per Share
EUR'000 EUR
First distribution - January 2010 9,400 0.35
Final distribution - June 2010 5,400 0.20
Total 14,800 0.55

Proposed Cancellation of Trading of the Ordinary Shares on AIM and IEX

The Company will effectively be a cash shell following Completion as it will have disposed of its operating business. The Board believes that it will be appropriate at that juncture to cancel the trading of the Ordinary Shares on AIM and IEX. Further information will be set out in the circular to shareholders which will be sent in due course.

Proposed Board Changes

Following Completion it is expected that Bernard Farrell will resign as a director. Martin McMahon's employment will transfer with the PMFM Business but he will remain as a Non-Executive Director along with Niall McFadden, Anthony Garry and Brian Beausang. Director's fees are estimated to be less than EUR50,000 between Completion and appointment of a liquidator to facilitate the distributions to shareholders in a tax efficient manner.

Recommendation

The Directors, having consulted with Davy, the Company's nominated adviser and IEX adviser, consider the terms of the Proposed Disposal to be fair and reasonable as far as the Shareholders are concerned. In providing such advice, Davy has taken into account the Directors' commercial consideration in respect of the proposed disposal.

A circular to shareholders containing notice of an extraordinary general meeting and further details of the transaction is expected to be posted to shareholders shortly.

For further information please contact

Veris plc
Niall McFadden, Executive Chairman Tel: + 44 203 170 5770

Davy Corporate Finance
Des Carville, Director Tel: + 353 1 679 6363

JJ Cahill Q4 Public Relations
Gerry O'Sullivan Mobile: + 353 87 259 7644
Nuala Buttner Mobile: + 353 85 174 4275

The following definitions and terms apply throughout the above announcement unless otherwise stated or the context requires otherwise:

"AIM" the market of that name operated by the London Stock Exchange
Plc;
*AIM Rules* the rules published by the London Stock Exchange plc governing,
inter alia, admission to AIM and the continuing obligations of
companies admitted to AIM and their nominated advisers, as
amended from time to time;
"Board" the board of Directors of the Company as constituted from time
to time;
"Completion" completion of the Sale and Purchase Agreement in accordance
with its terms;
*Conditions* the matters upon which Completion is expressed to be
conditional, including approval from the Irish Competition
Authority and the passing of the Resolutions;

"Consideration" the full amount of the consideration received by the Company
under the Sale and Purchase Agreement;
"Directors" Anthony Garry, Bernard Farrell, Brian
Beausang, Martin McMahon and Niall McFadden,
being the board of directors of the Company as
at the date hereof;
"Disposal" the disposal of the PMFM Business in
accordance with the terms of the Sale and
Purchase Agreement;
*IEX* the market of that name operated by the Irish
Stock Exchange Limited;
"IEX Rules" the rules published by the Irish Stock
Exchange Limited governing, inter alia,
admission to IEX and the continuing
obligations of companies admitted to IEX and
their IEX advisers, as amended from time to
time;
*Initial Warranty Period* the period of 90 days from Completion;

"Moving and Storage Division" the former moving and storage division of the
Company which is comprised of Bond Business
Support Limited and all of its subsidiaries
(Nat Ross Limited, Oman Transport Limited,
A.G. Doree (Ireland) Limited and McConnell
Removals Limited) and Hire A Crate Limited;
*Purchasers* or *Aramark* Aramark Ireland Limited and Aramark
Investments Limited;
*PMFM Business* the Property Management and Facilities
Management divisions of the Company which is
comprised of Irish Estates Management Ltd,
Vector Workplace & Facility Management Ltd,
Orange Group, Glenrye Property Services,
Premier Management Company (Dublin) Ltd and
VEector Services Limited; Spokesoft
Technologies Limited and Irish Estates
Facilities Management Limited ;
"Resolutions" the resolutions of the shareholders of the
Company which will be set out in the circular
to shareholders;
*Second Warranty Period* the period commencing 91 days from Completion
and ending 180 days from Completion; and

"Sale and Purchase Agreement" the conditional sale and purchase agreement
between the Company, the Purchasers and
others.

1 October 2009

This information is provided by RNS The company news service from the London Stock Exchange

DISMGMGGZMRGLZM