RNS Number : 4479K
  Visual Defence Inc.
  19 December 2008
   

    VISUAL DEFENCE INC.
    Proposed Cancellation of Admission to Trading on AIM and Issuer Bid by the Company 

    RICHMOND HILL, ONTARIO - December 19, 2008 - Visual Defence (LSE: VDI) today announces that the Company is seeking Shareholder approval
to cancel the Admission of the Shares to trading on AIM. The Company is also offering to purchase from Shareholders all of the issued and
outstanding Shares at a price per Share of �0.07 subject to certain terms and conditions.
    Cancellation 
    As part of the Company review, the Board have concluded that the costs and regulatory requirements associated with maintaining Admission
to AIM are a significant burden on the Company's financial resources and outweigh the benefits gained from Admission. The costs include fees
paid to the Company's nominated adviser and Registrars, annual fees paid to London Stock Exchange, costs relating to public announcements,
fees and expenses of Directors and fees and expenses of accountants and lawyers engaged to provide services in connection with to the Shares
being traded on AIM.
    In addition to the overheads involved in maintaining Admission to AIM:-
    * the Company has seen limited trading volume in the Shares; and
    * the Directors consider that given the Company's size and share price it would be very difficult to raise any further new funds on
AIM.
    After careful consideration, the Directors have, therefore, concluded that it is in the best interests of the Company and Shareholders
if the Company's Admission to trading on AIM is cancelled. The Company's proposed date for Cancellation is 5 February 2009.
    Should the Cancellation be approved, the Company intends to act in an appropriate manner befitting a company that no longer trades
through a public market. Those that remain Shareholders after Cancellation will need to be aware of the implications for this.
    Effects of the Cancellation on Shareholders
    The principal effects of Cancellation will be:-
    *     there will no longer be a formal market mechanism enabling the Shareholders to trade their shares through the AIM market. The
Company's Depositary Interest and CREST facility will be cancelled and the volume of trading in the Shares is likely to be severely
reduced;
    *     the Company will not be bound to announce material events, nor announce interim or final results; and
    *     the Company will no longer be required to comply with any of the corporate governance requirements for companies traded on AIM.
    Issuer Bid
    The Company wishes to purchase from Shareholders all of the issued and outstanding Shares at a price per Share of �0.07 upon the terms
and subject to the conditions set out in the Issuer Bid, Issuer Bid Circular and Letter of Transmittal. The Issuer Bid expires at 3:00 p.m.
(London time) on 26 January 2009, unless extended, varied or withdrawn. This Offer is not conditional upon any minimum number of Shares
being deposited. The Offer is, however, subject to certain other conditions and VDI reserves the right to withdraw the Offer and not take up
and pay for any Shares deposited under the Offer unless certain conditions are satisfied. 
    As at 19 December 2008, there were 66,546,095 Shares issued and outstanding. The Non-Tendering Shareholders have each irrevocably
undertaken not to deposit any of their Shares under the Offer. On the assumption that each Shareholder, who is not a Non-Tendering
Shareholder, deposits all of their Shares to the Offer, the completion of the Offer will result in the purchase by VDI of 23,600,178 Shares,
representing approximately 35.46% of the total number of issued and outstanding Shares as at 19 December 2008.
    Acquisition of Shares Not Deposited Under the Issuer Bid
    If sufficient Shares are tendered to the Offer, the Company currently intends to acquire the remaining Shares pursuant to a Subsequent
Acquisition Transaction. To effect a Subsequent Acquisition Transaction, the Company may seek to cause an ordinary meeting of Shareholders
to be called to consider such a transaction. The details of any Subsequent Acquisition Transaction, including the timing of its
implementation and the consideration to be received by the Shareholders, would necessarily be subject to a number of considerations,
including the number of Shares acquired pursuant to the Offer. The Company's current intention is that the consideration to be paid to
Shareholders pursuant to any Subsequent Acquisition Transaction will be equal in amount to and in the same form as that payable under the
Offer. 
    Extraordinary General Meeting
    Under the AIM Rules for Companies, it is a requirement that any Cancellation must be approved by not less than 75% of votes cast by
Shareholders (present in person or by proxy) in a general meeting. Accordingly the notice of EGM set out at the end of the Circular contains
a resolution to effect the Cancellation. The EGM will be held at Visual Defence Inc. Corporate Headquarters, 9225 Leslie Street, Suite 7,
Richmond Hill, Ontario, L4B 3H6, Canada commencing at 11:00 a.m. (Toronto time) on 28 January 2009. 
    Actions to be taken
    Whether or not you propose to attend the EGM in person, Shareholders are requested to complete and return the Form of Proxy to Capita
Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible and, in any event, not later than 11:00 a.m.
(Toronto time) on 26 January 2009. Completion and return of the Form of Proxy will not preclude you from attending the EGM and voting in
person if you wish.
    A Shareholder wishing to accept the Issuer Bid should follow the procedure as set out in the Circular and the Letter of Transmittal.
    Depositary Interests
    Upon Cancellation, the Depositary Interest facility will be terminated and accordingly the Depositary will cease to act as depositary
and custodian with effect from Cancellation.
    DI Holders intending to accept the Issuer Bid should follow the instructions set out in the Circular.
    DI Holders not intending to accept the Issuer Bid should, upon receipt of a notice from the Depositary of the termination of the
depositary agreement, request their broker to complete a "CREST Stock Withdrawal Transaction". Alternatively, DI Holders may do nothing and
upon the termination of the Depositary Interest facility their holding will automatically become certificated, their name entered on the
register of the Company's shareholdings and they will receive, in due course, a share certificate in respect of their Shares.
    Recommendation
    The Directors consider that the Cancellation is in the best interests of the Company and the Shareholders as a whole and is most likely
to promote the success of the Company. The Directors recommend that you vote in favour of the Resolution to be proposed at the EGM as they
intend to do in respect of their aggregate shareholdings of Common Shares, equivalent to approximately 64.54% of the issued share capital of
the Company. 
    Neither VDI nor its Directors make any recommendation to any Shareholder as to whether to deposit or refrain from depositing Shares
pursuant to the Issuer Bid. Each Shareholder must make their own decisions whether to deposit Shares to the Issuer Bid and, if so, how many
Shares to deposit. Shareholders should carefully consider the Canadian income tax consequences of accepting the Issuer Bid. 
    Timetable of principal events
    EVENT                                                                                                                      TIME / DATE
    
 Latest time for receipt of the      3:00 p.m. (London
 completed Letter of Transmittal   Time) on 26 January
 to deposit Shares under the                      2009
 Issuer Bid
 Latest time and date for          11:00 a.m. (Toronto
 receipt of Extraordinary          time) on 26 January
 General Meeting Form of Proxy                    2009
 Extraordinary General Meeting           11:00 a.m. on
                                     (Toronto time) 28
                                          January 2009
 Last date Issuer may take up          5 February 2009
 the tendered Shares
 Cancellation of Admission        7:00 a.m. on (London
                                      Time) 5 February
                                                  2009
 Last date Issuer must pay for        11 February 2009
 the tendered Shares

    Unless otherwise stated, all references in this announcement are in respect of Toronto time.

    Circular

    The Circular is today being posted to shareholders and will shortly be available at the Company's website at: www.visualdefence.com

    Contact details

    
 Visual Defence, Inc                                     +1 905 731 1254
 Barry (Oved) Tal,Chief Executive Officer and Chairman                  
 Bill Watson,Chief Financial officer                                    
                                                                        
 KBC Peel Hunt Ltd (Nominated Adviser & Broker)         +44 20 7418 8816
 David Anderson                                                         


    INFORMATION FOR UNITED STATES SHAREHOLDERS ONLY
    This Issuer Bid is made by the Company, a Canadian issuer, for its own securities, and while the Issuer Bid and the Issuer Bid Circular
are subject to the disclosure requirements of Canada, U.S. Shareholders should be aware that these requirements are different from those of
the United States. Financial statements referenced herein have been prepared in accordance with Canadian generally accepted accounting
principles, and are subject to Canadian auditing and auditor independence standards, and thus may not be comparable to financial statements
of United States companies.
    It may be difficult for Shareholders to enforce their rights and any claim they may have arising under the federal securities laws of
the United States, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a
foreign country. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the
U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
    The enforcement by Shareholders of civil liabilities under U.S. securities laws may be adversely affected by the fact that the Company
is incorporated under the laws of the Province of Ontario and that some of its Directors are residents of countries other than the United
States. Enforcement of civil liabilities under U.S. securities laws may further be adversely affected by the fact that some or all of the
experts named in the Issuer Bid may be residents of Canada.
    Shareholders should be aware that the issuer may purchase securities otherwise than under the Offer, such as in open market or privately
negotiated purchases.
    U.S. Shareholders should be aware that acceptance of the Issuer Bid will have certain tax consequences under United States and Canadian
law. See the section of the Issuer Bid Circular entitled "Canadian Income Tax Considerations" for certain tax consequences under Canadian
Law. The Issuer Bid Circular does not address any income or other tax consequences in jurisdictions outside of Canada. Accordingly,
Shareholders should consult their own tax advisors with respect to their particular circumstances and tax considerations applicable to
them.
    CAUTIONARY STATEMENT FOR FORWARD-LOOKING INFORMATION
    Certain statements contained in this announcement constitute forward-looking statements about future operations, financial results,
objectives and strategies of the Company. Forward-looking statements are typically identified by the words "believe", "expect",
"anticipate", "intend", "estimate", "may", "will", "should", "could", "project", "plan", "seek" and similar expressions or the negative
thereof or the comparable terminology and statements about industry trends and the Company's future performance, operations and products.
Such forward looking statements involve risks, uncertainties or other factors, which may cause actual results, performance or achievements
of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking
statements.
    Actual results may differ materially from expected results if known or unknown risks affect the business, or if estimates or assumptions
used in the preparation of the consolidated financial statements and information and analysis in this announcement turn out to be
inaccurate. As a result, there can be no guarantee that any forward-looking statement will materialize. Management disclaims any intention,
and assumes no obligation, to update any forward-looking statement, even if new information becomes available, as a result of future events
or for any other reason. Readers are urged to consider these and other such factors carefully, and not place undue emphasis on the Company's
forward-looking statements.
    When relying on forward-looking statements to make decisions, the Company cautions readers not to place undue reliance on these
statements, as a number of important factors could cause results to differ materially from any estimates or intentions expressed in such
forward-looking statements. Many of such factors are beyond the Company's control. Risk factors relating to the Company's business, as
discussed in greater detail in the "Risk Factors" section of the Company's AIM admission document (copies of which may be obtained at the
Company's website (www.visualdefence.com)), should be considered carefully. The Company does not undertake to update any forward-looking
statements that may be made from time to time by or on behalf of the Company.
    ISSUER BID SUMMARY
    This general summary is qualified in its entirety by reference to the full text and more specific details in the Issuer Bid, Issuer Bid
Circular and Letter of Transmittal. Shareholders are urged to read the documents in their entirety. All dollar references are in Canadian
dollars, unless otherwise stated. 
    
 Amount of Shares to be            All of the issued and outstanding Shares will, subject to the
 Purchased                                     terms hereof, be purchased at the Purchase Price.
                                                                                                
 Purchase Price                   The Purchase Price is �0.07 per Share. All Shares purchased by
                                            the Company will be purchased at the Purchase Price.
                                                                                                
 Position of VDI and its Board   Neither VDI nor its Board of Directors makes any recommendation
 of Directors                        to any Shareholder as to whether to deposit or refrain from
                                                                              depositing Shares.
                                                                                                
 Expiration Time                      The Offer expires at 3:00 p.m. (London time) on 26 January
                                     2009, or such later time and date to which the Offer may be
                                                                                extended by VDI.
                                                                                                
 Payment Date                    Subject to the terms and conditions of the Offer, VDI will take
                                 up and pay for Shares validly deposited under the Offer as soon
                                      as practicable after the Expiration Time, and in any event
                                                       within 10 days after the Expiration Date.
                                                                                                
 How to Deposit Shares           A Shareholder with Shares held in certificated form, wishing to
                                    accept the Offer must deposit the Letter of Transmittal or a
                                          manually executed photocopy thereof, together with the
                                       certificate(s) representing the Shares to be tendered for
                                  purchase, in accordance with the instructions in the Letter of
                                 Transmittal. A Shareholder with Shares held as DIs (that is, in
                                            CREST) wishing to accept the Offer should send a TTE
                                  Instruction. Any Shareholder with Shares registered or held in
                                 the name of a broker, dealer, commercial bank, trust company or
                                  other nominee should contact such person or institution if he,
                                                       she or it desires to deposit such Shares.
                                                                                                
 Brokerage Commissions              No fee or commission will be payable to VDI or the Receiving
                                    Agent, by any Shareholder that deposits Shares directly with
                                 the Receiving Agent pursuant to the Offer.However, Shareholders
                                        are cautioned to consult with their own brokers or other
                                 intermediaries to determine whether any fees or commissions are
                                         payable to their own brokers or other intermediaries in
                                      connection with a deposit of Shares pursuant to the Offer.
                                                                                                
 Conditions of the Issuer Bid       VDI reserves the right to withdraw the Offer and not take up
                                         and pay for Deposited Shares under the Offer unless the
                                   conditions are satisfied or waived. These conditions are made
                                  for the exclusive benefit of VDI and may be waived in whole or
                                                         in part at its sale option at any time.
                                                                                                
 Withdrawal Rights                       Deposited Shares may be withdrawn at any time up to and
                                      including the Expiration Time, and in other circumstances.
                                                                                                
 Tax Considerations                        Shareholders should carefully consider the income tax
                                        consequences of depositing Shares pursuant to the Offer.
                                             Shareholders should consult their own tax advisors.
                                                                                                
 Receiving Agent                    VDI has appointed the Receiving Agent in connection with the
                                                                                          Offer.
                                                                                                
 Further Information Regarding    For Certified Shareholders, advice on completing and returning
 the Offer                          the Letter of Transmittal can be obtained from the Receiving
                                 Agent. For Uncertificated Shareholders information on effecting
                                           a TTE transfer can be obtained from the Escrow Agent.
                                   Shareholders should contact their broker or financial adviser
                                  for advice on whether to accept the Offer or not. The address,
                                   telephone and facsimile number of Capita Registrars acting in
                                  their capacity as both Receiving Agent and Escrow Agent is set
                                     out below: Capita RegistrarsCorporate ActionsThe Registry34
                                 Beckenham RoadBeckenhamKentBR3 4TU T: 0871 664 0321 (if calling
                                   from within the UK) +44 20 8639 3399 (if calling from outside
                                    the UK). Calls to the 0871 664 0321 number cost 10 pence per
                                     minute (including VAT) plus your service provider*s network
                                  extras. Calls may be recorded for your protection and training
                                 purposes. Please note that the Receiving Agent will not provide
                                      advice on the merits of the Issuer Bid or provide finance,
                                                                            legal or tax advice.

    NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF VDI AS TO WHETHER SHAREHOLDERS SHOULD DEPOSIT OR REFRAIN FROM
DEPOSITING SHARES PURSUANT TO THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION
WITH THE OFFER OTHER THAN AS SET FORTH IN THIS OFFER, THE ISSUER BID CIRCULAR OR IN THE LETTER OF TRANSMITTAL. IF GIVEN OR MADE, ANY SUCH
RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY VDI.
    Conditions of the Issuer Bid
    Notwithstanding any other provision of the Offer, VDI shall not be required to accept for purchase or pay for any Shares deposited and
may withdraw or cancel the Offer or may postpone taking up and paying for, any Shares deposited if, at any time before the payment for any
such Shares, any of the following events shall have occurred (or shall have been determined by VDI, in its sole judgement, to have occurred)
which, in VDI's sole judgment in any such case and regardless of the circumstances, makes it inadvisable to proceed with the Offer or with
such acceptance for purchase or payment:-
(a)        there shall have been threatened, instituted or pending any action or proceeding by any government or governmental authority or
regulatory or administrative agency in any jurisdiction, or by any other person in any jurisdiction, before any court or governmental
authority or regulatory or administrative agency in any jurisdiction, (i) challenging or seeking to cease trade, make illegal, delay or
otherwise directly or indirectly restrain or prohibit the making of the Offer, the acceptance for purchase for some or all of the Shares by
VDI or otherwise directly or indirectly relating in any manner to or affecting the Offer, or (ii) that otherwise, in the sole judgement of
VDI, has or may have a material adverse effect on the Shares or the business, income, assets, liabilities, condition (financial or
otherwise), properties, operations, results of operations or prospects of VDI or its subsidiaries taken as a whole or has or may materially
impair the contemplated benefits of the Offer to VDI;
(b)        there shall have been any action or proceeding threatened, pending or taken or approval withheld or any statute, rule,
regulation, stay, decree, judgment or order or injunction proposed, sought, enacted, enforced, promulgated, amended, issued or deemed
applicable to the Offer, or VDI or any of its subsidiaries, by any court, government or governmental authority or regulatory or
administrative agency in any jurisdiction, that, in the sole judgment of VDI might, directly or indirectly, result in any of the
consequences referred to in clauses (i) or (ii) of paragraph (a) above or would or might prohibit, prevent, restrict or delay consummation
of or materially impair the contemplated benefits of the Offer to VDI;
(c)        there shall have occurred (i) any general suspension of trading in, or limitation on prices for, securities on any securities
exchange in Canada or the United States, (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in
Canada or the United States (whether or not mandatory), (iii) the commencement of a war, armed hostilities or other international or
national calamity directly or indirectly involving Canada or the U.S., (iv) any limitation by any governmental, regulatory or administrative
authority or agency or any other event that, in the sole judgment of VDI, might affect the extension of credit by banks or other lending
institutions, (v) any material change in short-term or long-term interest rates, (vi) any change in the general political, market, economic
or financial conditions that has or may have a material adverse effect on VDI*s business, operations or prospects or the trading in, or
value of, the Shares, (vii) any decline in any of the S&P/TSX Composite Index or the Dow Jones Industrial Average or the Standard and Poor*s Index of 500 Industrial Companies by an amount in excess of
10%, measured from the close of business on 19 December 2008, or (viii) in the case of any of the foregoing existing at the time of the
commencement of the Offer, a material acceleration or worsening thereof;
(d)        any change or changes shall have occurred (or any development shall have occurred involving any prospective change or changes) in
the business, assets, liabilities, properties, condition (financial or otherwise), operations, results of operations or prospects of VDI or
its subsidiaries that, in the sole judgment of VDI, has or may have material adverse significance with respect to VDI or its subsidiaries
taken as a whole;
(e)        any take-over bid or tender or exchange offer with respect to some or all of the securities of VDI, or any merger, business
combination or acquisition proposal, disposition of assets, or other similar transaction with or involving VDI or any of its affiliates,
other than the Offer, shall have been proposed, announced or made by any individual or entity other than VDI;
(f)         VDI shall have determined, in its sole judgment, that the Purchase Price exceeds the fair market value of a Share at the
Expiration Date, determined without reference to the Offer;
(g)        VDI shall have determined, in its sole judgment, that there shall exist any prohibition at law against VDI making the Offer or
taking up and paying for deposited Shares;
(h)        any change shall have occurred or been proposed to the Tax Act or to the published administrative policies of the Canada Revenue
Agency that, in the sole judgement of VDI, is detrimental to VDI or a Shareholder;
(i)         any change shall have occurred or been proposed to the Code, the Treasury Regulations promulgated thereunder, and publicly
available administrative policies of the US Internal Revenue Service that, in the sole judgement of VDI, is detrimental to VDI or a
Shareholder; or
(j)         VDI shall have determined in its reasonable judgement that it is inadvisable for the Company to proceed with the Offer or the
taking up and paying for the Shares under the Offer.
    Any waiver of a condition or the withdrawal of the Offer shall be deemed to be effective on the date on which notice of such waiver or
withdrawal is delivered or otherwise communicated to the Receiving Agent. VDI, after giving notice to the Receiving Agent of any waiver of a
condition or the withdrawal of the Offer, shall forthwith thereafter make a public announcement of such waiver or withdrawal and provide or
cause to be provided notice of such waiver or withdrawal to the applicable securities regulatory authorities. If the Offer is withdrawn, VDI
shall not be obligated to take up, accept for purchase or pay for any Shares, and the Receiving Agent will, as soon as practicable, be
required to return all certificates for Deposited Shares and Letters of Transmittal and any related documents to the parties by whom they
were deposited.
    The foregoing conditions are for the sole benefit of VDI and may be asserted by VDI, in its sole discretion, regardless of the
circumstances (including any action or inaction by VDI) giving rise to any such conditions, or may be waived by VDI, in its sole discretion,
in whole or in part at any time. The failure by VDI at any time to exercise its rights under any of the foregoing conditions shall not be
deemed a waiver of any such right, and the waiver of any such right with respect to particular facts and other circumstances shall not be
deemed a waiver with respect to any other facts and circumstances and each such right shall be deemed an ongoing right which may be asserted
at any time or from time to time. Any determination by VDI concerning the events described in this section shall be final and binding on all
parties.
    DEFINITIONS
    The following definitions apply throughout this announcement unless the context requires otherwise:-
    
 *Admission*                               admission of the Shares to trading on AIM 
 *AIM*                               the market of that name operated by London Stock
                                                                            Exchange 
 *AIM Rules for Companies*          the rules for companies applying for admission to
                                 and whose securities are traded on AIM and published
                                     by London Stock Exchange as amended from time to
                                                                                time 
 *Cancellation*                    the cancellation of Admission to the AIM Market of
                                     London Stock Exchange subject to the Resolution 
 *CBCA*                               Canada Business Corporations Act, an act of the
                                      Canadian Federal Parliament respecting Canadian
                                      Business Corporations, and all regulations made
                                                                      under such act 
 *Capita Registrars*                   the trading name of Capita Registrars Limited 
 *certificated* or *in           a Share or other security title to which is recorded
 certificated form*                    in the relevant register of the Share or other
                                      security as being held in certificated form and
                                 which is not in uncertificated form (that is, not in
                                                                              CREST) 
 *Circular*                          collectively the Letter from the Chairman of the
                                   Board, the Issuer Bid Summary, the Issuer Bid, the
                                  Issuer Bid Circular, the Management Proxy Circular,
                                       Approval by VDI, Consent of Aird & Berlis LLP,
                                  Consent of MGI Securities Inc., Notice of EGM, Form
                                 of Proxy, the Letter of Transmittal and Appendix *A*
                                                 the extract of the Valuation Report 
 *Code*                                the Internal Revenue Code of 1986, as amended 
 *Committee*                                  the committee of Independent Directors 
 *Company* or *VDI*              Visual Defence Inc. a corporation incorporated under
                                           the CBCA with corporation number 635297-9 
 *CREST*                             the relevant system in the UK (as defined in the
                                  CREST Regulations) in respect of which Euroclear is
                                   the operator (as defined in the CREST Regulations 
 *Depositary*                                             Capita IRG Trustees Limited
 *Depositary Interests* or        a depositary interest issued in the UK representing
 *DIs*                                      an underlying Share and settled in CREST 
 *DI Holders*                                        holders of Depositary Interests 
 *Directors* or *the Board* or      those named as directors of Visual Defence Inc.  
 *Board of Directors*
 *EGM*                               the Extraordinary General Meeting of the Company
                                          convened for 11:00 a.m. on 28 January 2009 
 *Euroclear*                                           Euroclear UK & Ireland Limited
 *Expiration Date*               26 January 2009 or such later time and date to which
                                                    the Offer may be extended by VDI 
 *Expiration Time*                    3:00 p.m. (London time) on the Expiration Date 
 *Form of Proxy*                         the form of proxy for use by Shareholders in
                                   connection with the Extraordinary General Meeting 
 *Independent Director*                                              Jacob Steinberg 
 *Issuer Bid* or *Offer*          the offer made by VDI to purchase the Shares at the
                                       Purchase Price on and subject to the terms and
                                                  conditions set out in the Circular 
 *Issuer Bid Circular*                the Issuer Bid Circular which forms part of the
                                                                          Issuer Bid 
 *Letter of Transmittal*           the letter of transmittal in the form accompanying
                                                                        the Circular 
 *London Stock Exchange*                                   London Stock Exchange plc 
 *Non-Tendering Shareholders*    Shareholders who wish to remain with the Company and
                                 have agreed, prior to the date of the Circular, with
                                              the Company not to tender their shares 
 *person*                        unless otherwise indicated, has the meaning ascribed
                                               thereto in theSecurities Act(Ontario) 
 *Purchase Price*                                                    �0.07 per Share 
 *Receiving Agent*                                                 Capita Registrars 
 *Registrars*                              Capita Registrars (Jersey) Limited, the UK
                                                           registrars of the Company 
 *Resolution*                            the Resolution proposing the Cancellation of
                                 Admission to AIM to be proposed at the Extraordinary
                                                                     General Meeting 
 *Shares*                         the common shares in the Company without nominal or
                                                                           par value 
 *Shareholders*                                                    holders of Shares 
 *Subsequent Acquisition           following completion of the Offer, the Company may
 Transaction*                    proceed to pursue other means of acquiring, directly
                                           or indirectly, all of the Shares and other
                                         securities exercisable for or convertible or
                                          exchangeable into Shares in accordance with
                                     applicable law, including, by way of example, by
                                           means of an arrangement, reclassification,
                                         consolidation, amalgamation, merger or other
                                     combination, on such terms and conditions as the
                                    Company, at the time, believes to be appropriate 
 *Tax Act*                                                    Income Tax Act(Canada) 
 *UK*                                the United Kingdom of Great Britain and Northern
                                               Ireland and its dependent territories 
 *United States of America* or      the United States of America, its territories and
 *Untied States* or *US*               possessions, any State of the United States of
                                     America and the District of the Columbia and all
                                             other areas subject to its jurisdiction 
 *Valuation*                             the value of the Shares as determined by the
                                 Valuator appointed by the Committee for the purposes
                                                                    of the Issuer Bid
 *Valuator*                                                      MGI Securities Inc. 


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