Deepverge PLC Exchange and Grant of Options and Warrants (8692E)
10 Novembre 2020 - 2:14PM
UK Regulatory
TIDMDVRG TIDMMWG
RNS Number : 8692E
Deepverge PLC
10 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR,
THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED,
FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY
RESTRICTED JURISDICTION, INCLUDING THE US.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
10 NOVEMBER 2020
RECOMMENDED ALL SHARE OFFER
for
MODERN WATER PLC
by
DEEPVERGE PLC
EXCHANGE AND GRANT OF OPTIONS AND WARRANTS
On 28 August 2020 the board of directors of DeepVerge PLC
(DeepVerge) and the Independent Directors of Modern Water PLC
(Modern Water) announced that they had reached agreement on the
terms of a recommended all share offer to be made by DeepVerge for
the entire issued and to be issued share capital of Modern Water
(the Offer). The full terms and conditions of the Offer and the
procedures for acceptance were set out in the offer document
published by DeepVerge on 13 October 2020 (the Offer Document). The
Offer was declared wholly unconditional on 9 November 2020.
New DeepVerge Warrants
In response to the offer made by DeepVerge under Rule 15 of the
Code to holders of Modern Water warrants, JIM Nominees Limited (as
nominee for Turner Pope, broker to Modern Water and DeepVerge)
elected to exchange outstanding warrants over 70,500,000 Modern
Water Shares for warrants over new DeepVerge Shares (New DeepVerge
Warrants) in the ratio 10:1 (i.e. the same ratio as the Offer to
Modern Water Shareholders). Following the Offer being declared
wholly unconditional, New DeepVerge Warrants over 7,050,000
DeepVerge Shares have been granted to Turner Pope. The New
DeepVerge Warrants carry an exercise price of 5 pence per DeepVerge
Share and are exercisable at any time prior to 3.30 p.m. on 16
February 2023.
New DeepVerge Options
In response to the offer made by DeepVerge under Rule 15 of the
Code to holders of Modern Water Options, Simon Humphreys, CEO of
Modern Water, elected to exchange outstanding options over 800,000
Modern Water Shares for options over new DeepVerge Shares (New
DeepVerge Options). The Modern Water Options were exchanged in the
ratio 10:1 (i.e. the same ratio as the Offer to Modern Water
Shareholders) and to compensate the option holder, the number of
New DeepVerge Options granted were increased by 0.33 per cent. to
provide an equivalent see through value. Following the Offer being
declared wholly unconditional, New DeepVerge Options over 80,264
DeepVerge Shares have been granted to Simon Humphreys. The New
DeepVerge Options carry an exercise price of 0.1 pence per
DeepVerge Share. 40,132 of the New DeepVerge Options expire on 28
April 2027 and the remaining 40,132 of the New DeepVerge Options
expire on 26 April 2029.
Terms defined in the Offer Document have the same meaning in
this announcement.
Enquiries
DeepVerge plc Ross Andrews, Chairman Contact via DeepVerge's
PR
SPARK Advisory Partners Limited Neil Baldwin/Andrew +44 (0) 113 370
(Nominated Adviser to DeepVerge) Emmott 8974
Mo PR (Financial PR adviser
to DeepVerge) Mo Noonan +44 (0) 7876 444977
Modern Water plc
Cairn Financial Advisers LLP
(Nominated Adviser, financial Dr Nigel Burton +44 (0) 7785 234447
adviser and Rule 3 adviser Sandy Jamieson/James +44 (0) 20 7213
to Modern Water) Lewis 0880
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END
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November 10, 2020 08:14 ET (13:14 GMT)
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