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RNS Number : 9441Z
Waterlogic PLC
16 December 2014
FOR IMMEDIATE RELEASE
Not for release, publication or distribution, in whole or in
part, in or into any Restricted Jurisdictions or any other
jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.
16 December 2014
RECOMMENDED CASH ACQUISITION
of
Waterlogic Plc ("Waterlogic" or the "Company")
by
Poseidon Bidco Limited
(a newly incorporated company owned by the EPIC Funds, which are
managed by Castik Capital S.à r.l.)
by means of a scheme of arrangement of Waterlogic Plc
under Article 125 of the Companies (Jersey) Law 1991, as
amended
Results of Court Meeting and General Meeting
On 12 November 2014, the Waterlogic Independent Directors and
Poseidon Bidco Limited ("Poseidon"), a newly incorporated company
ultimately owned by EPIC Funds, which are managed by 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 "Scheme").
Waterlogic announces that the Scheme relating to the acquisition
of Waterlogic by Poseidon was today approved at the Court Meeting
and the Special Resolution and Management Arrangements Resolution
were approved at the General Meeting.
Under the terms of the Acquisition, Waterlogic Shareholders
(other than the registered holder of the Waterlogic Shares in which
Jeremy Ben-David is beneficially interested, who will receive part
of the consideration attaching to those Waterlogic Shares by way of
loan notes) will be entitled to receive 151 pence in cash for each
Waterlogic Share (the "Acquisition Price"), valuing the entire
issued and to be issued share capital of Waterlogic at
approximately GBP122.6 million.
Voting results
The voting results in relation to the Court Meeting and the
General Meeting are summarised below:
COURT MEETING
At the Court Meeting, a majority in number of Scheme
Shareholders entitled to vote who voted (either in person or by
proxy), representing 99.999% of the voting rights of the Scheme
Shareholders at the Court Meeting, voted in favour of the
resolution to approve the Scheme. The resolution proposed at the
Court Meeting was decided on a poll. Details of the votes cast were
as follows:
Number of Scheme Percentage (%) Number of Scheme Percentage (%)
Shareholders Shares voted
who voted and
were entitled
to vote
FOR 25 96.15 53,591,791 99.999
AGAINST 1 3.85 500 0.001
Accordingly, the resolution proposed at the Court Meeting was
duly passed on a poll vote.
The votes cast in favour of the Scheme at the Court Meeting
represented 94.85% of the voting rights of the Scheme Shareholders
who were entitled to vote on the Scheme.
Whilst the Waterlogic Shares in which they are beneficially
interested are Scheme Shares, as a consequence of their respective
interests in the Management Arrangements, Jeremy Ben-David, Peter
Cohen and Robert Bell, being directors of the Company, were not
entitled to vote, or procure the vote, on the resolution at the
Court Meeting. In addition, EFG Trust Company Limited, as trustee
of the Waterlogic EBT, was not entitled to vote on the resolution
at the Court meeting as the Waterlogic Shares it holds are Excluded
Shares for the purposes of the Scheme.
GENERAL MEETING
The Special Resolution proposed at the General Meeting was
passed by the requisite majority on a poll. The voting results for
the Special Resolution were as follows:
Number of Waterlogic Percentage (%)
Shares voted
FOR 72,491,526 100.00
AGAINST 0 0.00
VOTE WITHHELD 500 N/a
All Waterlogic Shareholders were entitled to vote, or procure
the vote, on the Special Resolution.
The Management Arrangements Resolution (an ordinary resolution)
proposed at the General Meeting was passed by the requisite
majority on a poll. The voting results for the ordinary resolution
were as follows:
Number of Waterlogic Percentage (%)
Shares voted
FOR 52,391,261 100.00
AGAINST 0 0.00
VOTE WITHHELD 500 N/a
Only Waterlogic Independent Shareholders, that is, Waterlogic
Shareholders other than members of Management, were entitled to
vote, or procure the vote, on the Management Arrangements
Resolution.
Non-executive Directors' Resignations
Each of Ariel Recanati, Ziv Gil, Jeremy Marshall and Benoit
Raillard, each a non-executive director of the Company, has today
tendered their resignation as a director of the Company and, where
applicable, any subsidiaries or subsidiary undertakings of the
Company conditional upon, and with effect from, the Scheme becoming
Effective.
Next Steps
Completion of the Scheme remains subject to the satisfaction or,
if permitted, waiver of the remaining conditions to the Scheme set
out in the Scheme Document dated 24 November 2014 (the "Scheme
Document") including, inter alia, the sanction of the Scheme by the
Court. The Court Hearing to sanction the Scheme is expected to take
place on 5 January 2015. It is expected that the last day for
dealings in Waterlogic Shares will be 2 January 2015 and the Scheme
will become effective on 6 January 2015. If the Scheme becomes
effective on 6 January 2015, it is expected that the admission of
the Waterlogic Shares to trading on AIM will be cancelled on 6
January 2015 or shortly thereafter. A timetable of the key
remaining events is set out below:
Last day of dealings in, and 2 January 2015
for registration of transfers
and disablement in CREST of,
Waterlogic Shares
Dealings in Waterlogic Shares 7.30a.m. on 5 January 2015
on AIM suspended
Scheme Court Hearing (to sanction 5 January 2015
the Scheme)
Scheme Record Time 6.00 p.m. on 5 January 2015
Effective Date of the Scheme 6 January 2015
Cancellation of admission to 7.00 a.m. on 6 January 2015
trading on AIM of, and cessation
of dealings in, Waterlogic
Shares
Despatch of cheques and crediting by 20 January 2015
of CREST accounts for cash
consideration due under the
Scheme
Long-stop date, being the date 28 February 2015
by which the Scheme must be
implemented
The dates stated above are indicative only and will depend,
among other things, on the date upon which the Court sanctions the
Scheme and the date on which the conditions set out in Part III of
the Scheme Document are satisfied or (if capable of waiver) waived.
If any of the expected dates change, Waterlogic will, unless the
Panel otherwise directs, give notice of the change by issuing an
announcement through a Regulatory Information Service.
Except as otherwise defined herein, capitalised terms used
herein have the same meanings as set out in the Scheme
Document.
For more information, please contact:
Waterlogic Via Baird
Ariel Recanati, Non-Executive Chairman
Jeremy Ben-David, Group Chief Executive Officer
Robert W. Baird (Financial Adviser and Rule 3 Adviser
to Waterlogic)
Vinay Ghai +44 (0)207 667 8225
Steve Guy +1 (414) 765 7247
Liberum (Nominated Adviser and Broker to Waterlogic)
Steve Pearce
Richard Bootle +44 (0)20 3100 2000
Redleaf Polhill (PR Adviser to Waterlogic)
Rebecca Sanders Hewett +44 (0)207 382 4730
David Ison waterlogic@redleafpr.com
Altium, financial advisers to Castik/EPIC Funds/Poseidon +44 (0)845 505 4343
Phil Adams
Adrian Reed
Paul Lines
CNC, Financial PR adviser to Castik/EPIC Funds/Poseidon +44 (0)203 116 6825
(Financial adviser to Abbey Protection)
Robert W. Baird Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Waterlogic as financial adviser for the purposes of
Rule 3 of the Code and for no-one else in connection with the
Acquisition and will not be responsible to any person other than
Waterlogic for providing the protections afforded to clients of
Robert W. Baird Limited, nor for providing advice in relation to
the Acquisition or any other matters referred to in this
Announcement.
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Waterlogic as nominated adviser
and corporate broker 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.
This announcement is not intended to, and does not constitute,
or form part of, an offer to sell or an invitation to purchase or
subscribe for any securities or a solicitation of any vote or
approval in any jurisdiction. Shareholders of Waterlogic are
advised to read carefully the formal documentation in relation to
the Poseidon offer. The proposals of the offer will be made solely
through the Scheme Document, which will contain the full terms and
conditions of the Scheme, including details of how to vote with
respect to the Scheme. Any response to the proposals should be made
only on the basis of the information in the Scheme Document.
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
are contained in the Scheme Document.
Poseidon reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which
would apply to the Acquisition.
The Acquisition relates to the shares in a Jersey company and is
proposed to be made by means of a scheme of arrangement provided
for under Jersey company law. The scheme of arrangement will relate
to the shares of a Jersey company that is a 'foreign private
issuer' as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy and tender offer rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in Jersey and
under the Code to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy
and tender offer rules.
Unless specifically stated otherwise, financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the UK or Jersey
that may not be comparable to the financial statements of US
companies.
Please be aware that the addresses, electronic addresses and
certain other information provided by Waterlogic Shareholders,
persons with information rights and other relevant persons in
connection with receipt of communications from Waterlogic may be
provided to Poseidon during the offer period as required under
Section 4 of Appendix 4 of the Code.
Responsibility and consents
The Waterlogic Directors (all of whose names are set out in the
Scheme Document) accept responsibility for the information
contained in this Announcement. To the best of the knowledge and
belief of the Waterlogic Directors (who have taken all reasonable
care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Disclosure requirements of the 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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