TIDMDVRG TIDMMWG
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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END
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