TIDMWTL
RNS Number : 8243X
Waterlogic PLC
24 November 2014
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
24 November 2014
RECOMMENDED CASH ACQUISITION
OF
WATERLOGIC PLC
BY
POSEIDON BIDCO LIMITED (A NEWLY INCORPORATED COMPANY ULTIMATELY
OWNED BY THE EPIC FUNDS, WHICH ARE MANAGED BY CASTIK CAPITAL S.À
R.L.)
TO BE EFFECTED
BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER ARTICLE 125 OF THE COMPANIES (JERSEY) LAW 1991, AS
AMENDED
AT A PRICE OF 151 PENCE PER WATERLOGIC SHARE
On 12 November 2014, the independent members of the board of
Waterlogic Plc ("Waterlogic" or the "Company") and the board of
Poseidon Bidco Limited ("Poseidon"), a newly incorporated company
owned by the EPIC Funds, which are managed by Castik Capital S.à
r.l. ("Castik"), announced that they had reached an agreement on
the terms of a recommended cash acquisition of the entire issued
and to be issued share capital of Waterlogic by Poseidon (the
"Acquisition"). The Acquisition is to be implemented by way of a
scheme of arrangement under Article 125 of the Companies (Jersey)
Law 1991, as amended (the "Companies Law") (the "Scheme").
Waterlogic is today posting the scheme document that sets out
the Conditions and further terms in relation to the Acquisition
(the "Scheme Document") to the holders of Waterlogic Shares, and,
for information only, to Waterlogic Share Incentive Scheme
Participants and persons with information rights, together with the
associated Forms of Proxy. The Scheme Document contains notices
convening the Court Meeting and General Meeting and contains,
amongst other things, the full terms and conditions of the Scheme,
an Explanatory Statement pursuant to Article 126 of the Companies
Law, an expected timetable of principal events and details of the
actions to be taken by Waterlogic Shareholders.
The expected timetable of principal events is attached as an
appendix to this announcement. An announcement will be made if any
of the key dates set out in the expected timetable change.
To become Effective, the Scheme will need to be approved by the
requisite majority of Scheme Shareholders entitled to vote, or
procure the vote, thereon at the Court Meeting and will require the
passing of the Special Resolution by Waterlogic Shareholders and
the Management Arrangements Resolution by Waterlogic Independent
Shareholders by the requisite majorities at the General Meeting, as
described in the Scheme Document. The Scheme is also subject to the
satisfaction or, if capable of waiver, waiver of the other
Conditions set out in Part III of the Scheme Document.
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. The Court Meeting and the General Meeting
will both be held at the Radisson Blu Hotel, Dublin Airport, County
Dublin, Ireland on 16 December 2013. The Court Meeting will start
at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or
as soon thereafter as the Court Meeting has been concluded or
adjourned).
Waterlogic Share Incentive Scheme Participants will be sent
further details of the impact (if any) of the Scheme on their
options and proposals being made to them in due course.
Holders of Waterlogic Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
On 18 November 2014, each of the Company and Poseidon entered
into an inducement fee agreement (the "Inducement Fee Agreement")
in replacement of, and in substitution for, the inducement fee
agreement entered into between them on 12 November 2014 and
referred to in the announcement made on 12 November 2014.
The Scheme Document will today be made available on Waterlogic's
website at www.waterlogic.com and additional copies are available
from Computershare who can be contacted on 0870 707 4040 or, if
calling from outside the UK, +44 870 707 4040. The Inducement Fee
Agreement is also available on Waterlogic's website.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Scheme Document.
Enquiries:
Waterlogic
Ariel Recanati, Non-Executive Chairman Via Baird
Jeremy Ben-David, Group Chief Executive Officer
Robert W. Baird (Financial Adviser and Rule 3
Adviser to Waterlogic)
Vinay Ghai Tel: +44 (0)207
667 8225
Steve Guy Tel: +1 (414) 765
7247
Liberum (Nominated Adviser and Broker to Waterlogic)
Steve Pearce Tel: +44 (0)20 3100
2000
Richard Bootle
Redleaf Polhill (PR Adviser to Waterlogic)
Rebecca Sanders Hewett / David Ison Tel: +44 (0)207
382 4730
waterlogic@redleafpr.com
Altium, financial adviser to Castik/EPIC Funds/Poseidon
Phil Adams Tel: +44 (0)845
505 4343
Adrian Reed/Paul Lines
CNC, Financial PR adviser to Castik/EPIC Funds/Poseidon
Alistair Hammond Tel: +44 203 116
6825
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell, exchange or subscribe for, or an invitation to purchase or
otherwise subscribe for, any securities or the solicitation of any
vote or approval or of an offer to buy, exchange or subscribe for,
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme Document and
the Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any decision in respect of, or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document and Forms of Proxy which will
accompany it. Waterlogic and Poseidon will prepare the Scheme
Document to be distributed to Waterlogic Shareholders. Waterlogic
and Poseidon urge Waterlogic Shareholders to read the Scheme
Document when it becomes available because it will contain
important information relating to the Acquisition.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Robert W. Baird Limited, which is authorised and regulated by
the FCA, is acting exclusively as financial advisor to Waterlogic
and for no one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than
Waterlogic for providing the protections afforded to clients of
Robert W. Baird Limited nor for providing advice in relation to the
matters referred to in this announcement.
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Waterlogic and for no one else
in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Waterlogic for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the matters referred to in this
announcement.
Altium Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively as financial advisor to Poseidon and
Castik and for no one else in connection with the matters referred
to in this announcement and will not be responsible to anyone other
than Poseidon and Castik for providing the protections afforded to
clients of Altium Capital Limited nor for providing advice in
relation to the matters referred to in this announcement.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom and Jersey may be
restricted by law and, therefore, persons who are subject to the
laws of any jurisdiction other than the United Kingdom and Jersey
should inform themselves about, and observe, any applicable
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or Jersey to vote their Waterlogic
Shares at the General Meeting or, with respect to the Scheme, the
Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at a Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
This announcement has been prepared for the purposes of complying
with the Code and the AIM Rules and the information disclosed may
not be the same as that which would have been disclosed if the
announcement had been prepared in accordance with the laws of
jurisdictions outside of the United Kingdom or Jersey.
Unless otherwise determined by Poseidon or required by the Code
or the Panel and unless permitted by applicable law and regulation,
the Acquisition will not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise determined by Poseidon and permitted by applicable law
and regulation), the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Unless otherwise determined by Poseidon or required by the Code or
the Panel and unless permitted by applicable law and regulation,
copies of this announcement and any formal documentation relating
to the Acquisition 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 and all documents (including custodians, nominees
and trustees) relating to the Acquisition should observe these
restrictions and should not mail or otherwise forward, distribute
or send this announcement or documents relating to the Acquisition
in or into or from any Restricted Jurisdiction.
Further details in relation to overseas Waterlogic Shareholders
will be contained in the Scheme Document.
Dealing disclosure requirements of the City Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror during the Offer
Period. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Waterlogic's website at
www.waterlogic.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
A copy of this announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Castik's website at www.castik.lu by
no later than 12 noon (London time) on the Business Day following
the date of this announcement.
Neither the content of the websites referred to in this
announcement nor the content of any websites accessible from
hyperlinks on Waterlogic's or Castik's website (or any other
website) is incorporated into, or forms part of, this
announcement.
Neither Poseidon nor Waterlogic (nor any of their respective
directors, officers, employees, agents or advisers) make any
representation or warranty (express or implied), or give any
guarantee in this announcement as to the accuracy or completeness
of the information on the websites referred to above (nor any other
website) nor the contents of any website accessible from hyperlinks
on any such website, nor shall they be liable for any loss or
damage of any kind, direct or indirect, that any person may suffer
as a result of using these websites or acting in reliance on the
information on such websites. Persons who access such websites
shall do so subject to the terms (if any) stated on those
websites.
You may request a hard copy of this announcement (and any
information incorporated by reference in it) by contacting Alex
Ballantine of Robert W. Baird Limited at aballantine@rwbaird.com or
by submitting a request in writing to Alex Ballantine at Robert W.
Baird Limited, 15 Finsbury Circus, London EC2M 7EB or Paul Lines of
Altium Capital Limited at paul.lines@altium.co.uk or by submitting
a request in writing to Paul Lines at Altium Capital Limited, 5th
Floor, Belvedere, Booth Street, Manchester M2 4AW. Unless such a
request is made, and save as otherwise required by Rule 2.12 of the
Code, a hard copy of this announcement (and any information
incorporated by reference in it) will not be sent to any person.
You may also request that all future documents, announcements and
information in relation to the Acquisition be sent to you in hard
copy form.
Appendix
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The dates given are based on Waterlogic's current expectations
and may be subject to change. If the expected date of the Court
Hearing is changed, Waterlogic will give notice of such change by
issuing an announcement through a Regulatory Information Service
and posting notice of the change to Waterlogic Shareholders. All
Waterlogic Shareholders have the right to attend the Court Hearing
in person or by a Jersey-qualified advocate to support or oppose
the Scheme.
All times shown in this document are London times unless
otherwise stated.
Event Time and/or date
Latest time for lodging Forms of Proxy for the:
Court Meeting (blue form) 11.00 a.m. on 14 December
2014 (1)
General Meeting (white form) 11.15 a.m. on 14 December
2014 (2)
Voting Record Time 6.00 p.m. on 14 December
2014 (3)
Court Meeting 11.00 a.m. on 16 December
2014
General Meeting 11.15 a.m. on 16 December
2014 (4)
The following dates are subject to
change(5)
Last day of dealings in, and for registration 2 January 2015
of transfers
and disablement in CREST of, Waterlogic
Shares
Dealings in Waterlogic Shares on AIM 5.00 p.m. on 2 January
suspended 2015
Court Hearing (to sanction the Scheme) 10.00 a.m. 5 January 2015
Reorganisation Record Time 5.00 p.m. on 5 January
2015
Scheme Record Time 6.00 p.m. on 5 January
2015
Effective Date of the Scheme 6 January 2015
Cancellation of admission to trading 7.00 a.m. on 6 January
on AIM of, and cessation of dealings 2015
in, Waterlogic Shares
Despatch of cheques and crediting of by 20 January 2015
CREST accounts for Cash Consideration
due under the Scheme
Long Stop Date 28 February 2015
Notes:
(1) It is requested that blue Forms of Proxy for the Court
Meeting be lodged not later than 48 hours prior to the time
appointed for the Court Meeting. Blue Forms of Proxy not so lodged
may be handed to the Chairman of the Court Meeting at the Court
Meeting.
(2) White Forms of Proxy for the General Meeting must be lodged
not later than 48 hours prior to the time appointed for the General
Meeting. If not lodged by that time they will be invalid.
(3) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
meeting will be 6.00 p.m. on the day which is two days' prior to
the date of the adjourned meeting.
(4) Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.
(5) These dates are indicative only and will depend, among other
things, on the date upon which the Court sanctions the Scheme and
the date the Act of Court is delivered to the Registrar of
Companies.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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