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RNS Number : 9659B

Deepverge PLC

13 October 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR EXEMPTION DOCUMENT.

INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO MODERN WATER SHARES OR DEEPVERGE SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT, WHICH IS PUBLISHED TODAY.

FOR IMMEDIATE RELEASE

13 October 2020

DeepVerge PLC

("DeepVerge" or "the Company")

Publication of Offer Document and dispatch of Rule 15 letters

On 28 August 2020, the boards of directors of DeepVerge and Modern Water plc ("Modern Water") announced that they had reached agreement on the terms of a recommended all-equity offer for the entire issued and to be issued share capital of Modern Water by DeepVerge (the "Offer").

Further to that announcement, the board of directors of DeepVerge is pleased to announce that the Financial Conduct Authority has approved an Exemption Document which contains the full terms and conditions of the Offer and the procedure for its acceptance ("Offer Document"). The Offer Document is today being published by the Company with a form of acceptance ("Form of Acceptance"). Under the terms of the Offer, which is subject to the conditions set out in the Offer Document, Modern Water Shareholders will be entitled to receive:

1 New DeepVerge Share for every 10 Modern Water Shares they own.

The First Closing Date of the Offer is 3 November 2020.

To accept the Offer in respect of Modern Water Shares held in uncertificated form (i.e. in CREST), Modern Water Shareholders should follow the procedure for Electronic Acceptance through CREST so that the Transfer to Escrow (TTE) instruction settles as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 3 November 2020. If Modern Water Shareholders hold any Modern Water Shares through a CREST sponsored member, they should contact their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

To accept the Offer in respect of Modern Water Shares held in certificated form, Modern Water Shareholders must complete the Form of Acceptance in accordance with the instructions set out in the Offer Document and on the Form of Acceptance. The completed, signed and (where applicable) witnessed Form of Acceptance must be returned, together with relevant document(s) of title for their Modern Water Shares, to the Receiving Agent, Neville Registrars, at Neville House, Steelpark Road, Halesowen, B62 8HD by post or (if between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales)) by hand as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on 3 November 2020.

Full instructions on how to accept the Offer are set out in the Offer Document and (for holders of Modern Water Shares in certificated format) the Form of Acceptance.

DeepVerge and Modern Water are also pleased to announce that, in relation to the Offer, they have jointly dispatched a letter to the holders of options under the Modern Water Share Schemes and a letter to the holders of warrants over Modern Water Shares in accordance with Rule 15 of the UK Takeover Code to provide information on how the Offer will affect their options and awards (the "Rule 15 Letters").

Copies of the Offer Document, the Form of Acceptance and the Rule 15 Letters will be available on DeepVerge's website at www.deepverge.com and Modern Water's website at www.modernwater.com . Further copies of the Offer Document and the Form of Acceptance may be obtained (by Modern Water Shareholders) by contacting Neville Registrars during business hours on +44 (0)121 585 1131 or by submitting a request in writing to the Registrar at Neville Registrars, Neville House, Steelpark Road, Halesowen, B62 8HD.

Ross Andrews, Chairman of DeepVerge plc, commented:

"This strategically important transaction will combine Modern Water's deep science in water management with our real-time AI technology to create what we believe will be a world class water solutions leader. Modern Water's expertise in diagnostics and environmental contamination detection will play a key role in building the DeepVerge core pillars of science, technology, environment and health, in the fight against COVID-19 and beyond. As we look to further expand the business to tackle the challenges of the future, we believe that together, our combined offering will significantly benefit our respective stakeholders."

Simon Humphrey CEO of Modern Water, said:

"Having worked with DeepVerge under the leadership of Gerry and his management team, we believe that by combining our two businesses, we can create a strong global leadership position. Following the transaction, Modern Water will become a key part of DeepVerge's future strategy to grow an AI integrated specialist provider, with the importance of clean water and monitoring for diseases in real-time a vital asset. We are therefore pleased to recommend the offer to our shareholders."

Summary

   --   Under the terms of the Offer, Modern Water Shareholders will be entitled to receive: 

1 New DeepVerge Share for every 10 Modern Water Shares

-- On 15 September, DeepVerge consolidated ordinary shares in the company by 10:1 following the General Meeting

-- The Transaction values the entire issued share capital of Modern Water at approximately GBP16.0 million

-- The Offer represents a value of approximately 3.05 pence per Modern Water Share, and a premium of approximately:

- 3.4 per cent. based on the Modern Water Closing Price of 2.95 pence on 12 October 2020;

- 8.9 per cent. based on the Modern Water Closing Price of 2.80 pence on 27 August 2020, being the day before the Announcement was made; and

- 58.9 per cent. to the 90 day average price of 1.92 pence per Modern Water Share as at 27 August 2020, being the day before the Announcement was made

-- The number of New DeepVerge Shares expected to be issued pursuant to the terms of the Offer is 52,469,321 and will result in Modern Water Shareholders owning 32 per cent. of the Enlarged Share Capital

- If all outstanding options and warrants over Modern Water shares are exercised and all other obligations to issue Modern Water Shares are fulfilled, a maximum of 63,766,121 Offer Shares will be issued pursuant to the Offer, resulting in Modern Water Shareholders owning approximately 34 per cent. of the Enlarged Share Capital

-- The Offer Document and Form of Acceptance will be posted to Modern Water Shareholders today, with the first closing time and date of the Offer at 1.00 p.m. on 3 November 2020

-- 17 November 2020 is the earliest date on which the Offer is expected to become or declared unconditional in all respects, with Admission of the First Tranche of New DeepVerge Shares to trading on AIM expected to become effective at 8.00 a.m. on 23 November 2020

Rationale for Merger

DeepVerge and Modern Water have been working together since signing the Production and Logistics Agreement on 17 March 2020, under which DeepVerge is contracted to produce test kits for Modern Water.

DeepVerge has seen significant growth opportunities for its real time water contamination detection and environmental sector solutions as a result of COVID-19. This in turn has resulted in contracts for reagents with Modern Water. These reagents are used by hundreds of water authorities and environmental management authorities to monitor systems with thousands of Microtox units installed around the world.

The DeepVerge Board identified a number of synergies of combining the two businesses:

   --    Facilities and on the ground sales capability on three continents, Europe, US and China 
   --    Comprehensive monitoring systems from trace metals to viruses 

-- AI database that can learn from thousands of data points monitoring a myriad of contaminants to provide early warning, analysis and prediction capabilities

-- Ability to expand routes to markets with an online affiliate system and partnering with major water players across SCADA/asset/work management

   --    A bigger group will have greater credibility in the marketplace 

Corporate cost savings with a single listed entity

Copies of the Offer Document will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM .

For further information please contact:

 
 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 (DeepVerge's Financial 
   PR adviser)                          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 
 

Terms used but not defined in this announcement have the meaning set out in the Offer Document.

Important Notices

This announcement is for information purposes only and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities of the solicitation of any vote or approval in any jurisdiction pursuant to the Offer. This announcement should not be construed as investment advice and is not intended to form the basis of any investment decision. It does not constitute a prospectus or prospectus equivalent document.

Important notice related to financial advisers

SPARK Advisory Partners Limited, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for DeepVerge and no one else in connection with the Offer and will not be responsible to anyone other than DeepVerge for providing the protections afforded to clients of SPARK Advisory Partners Limited nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this document. Neither SPARK Advisory Partners Limited nor any of its partners, directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SPARK Advisory Partners Limited in connection with this document, any statement contained herein, the Offer or otherwise.

Cairn Financial Advisers LLP, which, in the United Kingdom, is authorised and regulated by the Financial Conduct Authority, is acting exclusively for Modern Water and no one else in connection with the Offer and will not be responsible to anyone other than Modern Water for providing the protections afforded to clients of Cairn Financial Advisers LLP nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this document. Neither Cairn Financial Advisers LLP nor any of its partners, directors, officers, employees or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cairn Financial Advisers LLP in connection with this document, any statement contained herein, the Offer or otherwise.

Dealing Disclosure Requirements under the City Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. 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 securities exchange offeror(s), 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 securities exchange 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.

Overseas jurisdictions

The availability of the Offer to Modern Water Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The release, publication or distribution of this announcement, the Offer Document or the Rule 15 Letters in or into jurisdictions other than the UK, including the US, may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Offer or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law and the Takeover Code (the Code ) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

The Offer is not being made, directly or indirectly, in, into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, 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, the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and the Offer may not be capable of acceptance by any such use, means, instrumentality or facility. Accordingly, copies of this announcement, the Offer Document, the Form of Acceptance or the Rule 15 Letters and any accompanying documentation relating to the Offer are not being and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from the United States or any other Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

Additional information for US Modern Water Shareholders

The Offer relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from certain of those of the US. Any financial statements or other financial information included in the documents to which this announcement relates may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since DeepVerge and Modern Water are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares in DeepVerge or Modern Water may not be able to sue DeepVerge, Modern Water or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel DeepVerge, Modern Water and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

None of the New DeepVerge Shares, the Offer Document, the Form of Acceptance, the Rule 15 Letters or any other document relating to the offering of the New DeepVerge Shares has been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in the documents to which this announcement relates or the merits of the Offer. Any representation to the contrary is a criminal offence in the United States.

In addition, until 40 days after the commencement of the Offer, an offer, sale or transfer of the New DeepVerge Shares within the United States by a dealer (whether or not participating in the Offer) may violate the registration requirements of the US Securities Act if such offer, sale or transfer is made otherwise than in accordance with Rule 144A or another exemption from registration under the US Securities Act.

No document relating to the Offer will be posted into the US, but a "Qualified Institutional Buyer" (as such term is defined by the SEC) may be permitted to participate in the Offer upon establishing its eligibility to receive New DeepVerge Shares by completing "QIB Letter" available on www.deepverge.com and returning any required supporting documentation.

It is intended that the Offer will be implemented by way of a takeover offer under English law. The Offer will be made in the US pursuant to Section 14(e) and Regulation 14E under the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those applicable under US domestic tender offer procedures and law. A person who receives New DeepVerge Shares pursuant to the Offer may not resell such securities without registration under the US Securities Act or without an applicable exemption from registration or unless in a transaction not subject to registration (including a transaction that satisfies the applicable requirements of Regulation S under the US Securities Act).

The Offer does not constitute an offer of securities for sale in the US. Securities may not be offered or sold in the United States absent registration or an exemption from registration. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the US or any other country in which such offer may not be made other than (i) in accordance with the US Securities Act, as amended, or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements. In particular, New DeepVerge Shares will only be made available in the United States to qualified institutional buyers (as defined in Rule 144A under the US Securities Act) or accredited investors (as defined in Rule 501(a) under the US Securities Act) in transactions that are exempt from the registration requirements of the US Securities Act. Such shareholders will be required to make such acknowledgements and representations to, and agreements with, DeepVerge as DeepVerge may require to establish that they are entitled to receive New DeepVerge Shares.

Nothing in the documents to which this announcement relates shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Offer. The New DeepVerge Shares have not been, and will not be, registered under the securities laws of any state or jurisdiction in the United States and, accordingly, will only be issued to the extent that exemptions from the registration or qualification requirements of state "blue sky" securities laws are available or such registration or qualification requirements have been complied with.

For further details, US investors should refer to the Offer Document. In particular, they should closely read paragraph 12 of Part II, as well as paragraphs 7 and 8 of Part C of Appendix I. In particular, US investors should note that once the Offer is declared unconditional in all respects, DeepVerge will accept all Modern Water Shares that have by that time been validly tendered in acceptance of the Offer and will, in accordance with the Code, settle the relevant consideration for all such accepted Modern Water Shares within 14 calendar days of such date, rather than the three trading days that US investors may be accustomed to in US domestic tender offers. Similarly, if the Offer is terminated or withdrawn, all documents of title will be returned to shareholders within 14 calendar days of such termination or withdrawal.

The receipt of DeepVerge Shares pursuant to the Offer by a US Modern Water Shareholder should qualify as a tax-free reorganization under section 368(a)(1)(B) of the US Internal Revenue Code of 1986, as amended provided that (i) following completion of the Offer, DeepVerge owns at least 80% of the voting power of all voting equity securities of Modern Water and at least 80% of each other class of equity security of Modern Water and (ii) DeepVerge has not and does not, in connection with the Offer, acquire any equity security for consideration other than DeepVerge voting stock. Assuming the receipt of DeepVerge Shares pursuant to the Offer by a US Modern Water Shareholder should qualify as a tax-free reorganization, for US federal income tax purposes, a US Modern Water Shareholder (i) should not recognise any income, gain or loss upon the receipt of DeepVerge Shares, (ii) should have an adjusted tax basis in the DeepVerge Shares equal to such US Modern Water Shareholder's adjusted tax basis of the Modern Water Shares surrendered in exchange for the DeepVerge Shares and (iii) should have a holding period for the DeepVerge Shares that includes the period during which the US Modern Water Shareholder held the Modern Water Shares in respect of which the DeepVerge Shares have been received. A US Modern Water Shareholder that acquired Modern Water Shares at different times and at different prices will be required to calculate a separate tax basis and holding period for each block of Modern Water Shares and then allocate that basis separately to the corresponding number of DeepVerge Shares received in the Offer. A US Modern Water Shareholder that will own at least 5% of the total voting power of all voting equity securities of DeepVerge or the total value of all equity securities of DeepVerge immediately after the receipt of DeepVerge Shares pursuant to the Offer (including any equity securities of DeepVerge owned previously) may be required to recognise gain unless such US Modern Water Shareholder enters into a gain recognition agreement with the US Internal Revenue Service. A US Modern Water Shareholder will recognise gain or loss on any fractional entitlements to New DeepVerge Shares. For the purpose of recognising such gain or loss, a US Modern Water Shareholder that receives foreign currency in lieu of any fractional entitlements to New DeepVerge Shares will realise an amount equal to the US dollar value of the foreign currency at the spot rate of exchange on the date the foreign currency is received. If no amount is received, because such US Modern Water Shareholder's individual entitlement is less than GBP5.00, the amount deemed realised will be nil. If the receipt of DeepVerge Shares pursuant to the Offer by a US Modern Water Shareholder does not qualify as a tax-free reorganization, a US Modern Water Shareholder generally would recognise gain or loss on the receipt of DeepVerge Shares. Each US Modern Water Shareholder is urged to consult his or her independent professional advisor immediately regarding the US federal income tax consequences of acceptance of the Offer.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the US Exchange Act, DeepVerge or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Modern Water Shares outside the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by DeepVerge and Modern Water contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of DeepVerge and Modern Water about future events and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in these documents include statements relating to the expected effects of the Offer on DeepVerge and Modern Water, the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although DeepVerge and Modern Water believe that the expectations reflected in such forward-looking statements are reasonable, DeepVerge and Modern Water can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions, as well as additional factors, such as fluctuations in the capital markets; fluctuations in interest and exchange rates; increased

regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither DeepVerge nor Modern Water, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither DeepVerge or Modern Water is under any obligation, and DeepVerge and Modern Water and their respective advisors (acting in their capacity as such) expressly disclaim any intention or obligation or undertaking, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

All forward looking statements contained in this announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

Publication on website and availability of hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to Overseas Shareholders in the US or any other Restricted Jurisdictions, for inspection on Modern Water's website at www.modernwater.com and DeepVerge's website at www.deepverge.com . For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

Subject to certain restrictions relating to persons in the US and other Restricted Jurisdictions, you may request a hard copy of this announcement by contacting Neville Registrars during business hours in the manner set out in the documents to which this offer relates. If you have received this announcement in electronic form, copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.

If you are in any doubt about the contents of this announcement or the action you should take you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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October 13, 2020 10:55 ET (14:55 GMT)

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