Hydro International PLC Scheme Becomes Effective (1969H)

TIDMHYD

RNS Number : 1969H

Hydro International PLC

15 August 2016

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

FOR IMMEDIATE RELEASE

15 August 2016

RECOMMED ACQUISITION

of

Hydro International plc ("Hydro" or the "Company")

by

Ely Acquisition Limited ("Hanover Bidco")

(an investment vehicle ultimately owned by Hanover Active Equity Fund LP)

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006 (the "Scheme")

Scheme becomes effective

On 17 June 2016, the Board and the Hanover Bidco Directors announced the terms of a recommended acquisition by Hanover Bidco of the entire issued and to be issued share capital of Hydro, to be effected by means of the Scheme. The scheme document in connection with the Scheme was sent by Hydro to Hydro Shareholders on 14 July 2016 (the "Scheme Document").

Hydro and Hanover Bidco are pleased to announce that the Scheme has now become effective in accordance with its terms. This follows the Court's sanction of the Scheme at the Scheme Court Hearing held on 11 August 2016.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 12 August 2016, will receive GBP1.94 for each Hydro Share held. The despatch of cheques or the crediting of CREST accounts with cash consideration will occur within fourteen days.

Application has been made to the London Stock Exchange for the cancellation of trading of Hydro Shares on the London Stock Exchange which will take place by no later than 7.00 a.m. (London time) on 16 August 2016.

Other

Note that terms defined in the Scheme Document shall have the same respective meanings when used in this announcement unless otherwise defined herein.

Enquiries

Hydro International plc

 
 Michael Jennings, Chief        Tel: [phone] 
  Executive 
 Tony Hollox, Chief Financial 
  Officer 
 

Arden Partners plc (Financial adviser to Hydro)

 
 Steven Douglas      Tel: [phone] 
 Patrick Caulfield 
 

Further information

This Announcement is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Hydro in any jurisdiction in contravention of applicable law.

Please be aware that addresses, electronic addresses and certain other information provided by Hydro Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Hydro may be provided to Hanover Bidco during the offer period as required under Section 4 of Appendix 4 of the Code.

Panmure Gordon, which is authorised and regulated by the FCA in the United Kingdom, is acting for Hanover Bidco and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hanover Bidco for providing the protections afforded to clients of Panmure Gordon nor for providing advice in relation to the Acquisition.

Arden Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting for Hydro and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hydro for providing the protections afforded to clients of Arden Partners nor for providing advice in relation to the Acquisition.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Hydro Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such 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 Acquisition 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 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 the United Kingdom.

Notes to US investors in Hydro

This Announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia). This Announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States.

Hydro and Hanover Bidco are each organised under the laws of England. All of the officers and directors of Hydro and Hanover Bidco are residents of countries other than the United States. It may not be possible to sue Hydro or Hanover Bidco in a non-US court for violations of US securities laws. Furthermore, it may be difficult to compel Hydro, Hanover Bidco and their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 per cent. 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 pm (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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication of this Announcement

A copy of this Announcement will be available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on www.hanoverinvestors.com and www.hydro-int.com.

The contents of Hydro's website and the Hanover Investors website are not incorporated into and do not form part of this Announcement.

Availability of Hard Copies

Any person who is required to be sent this announcement under the Code may request a hard copy of this announcement by contacting Hydro's registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU or, between 9.00 a.m. and 5.30 p.m. on Monday to Friday (except UK public holidays), on 0371 664 0321 from within the UK (calls cost 10p per minute from a BT landline; other providers or other network costs may vary) or on [phone] if calling from outside the UK (calls from outside the UK will be charged at the applicable rate), with your full name and the full address to which the hard copy may be sent (calls may be recorded and monitored for training and security purposes). You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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August 15, 2016 08:12 ET (12:12 GMT)