HaloSource Inc Placing to raise £7 million (4189V)

TIDMHAL TIDMHALO

RNS Number : 4189V

HaloSource Inc

28 October 2014

FOR IMMEDIATE RELEASE

28 October 2014

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

HaloSource, Inc.

Placing to raise GBP7 million

HaloSource, Inc. ("HaloSource" or "the Company"), the clean water and antimicrobial technology company, announces the successful conditional placing of 63,636,363 new common shares (the "Placing Shares") to existing investors (the "Placing") at 11 pence per Placing Share (the "Placing Price") to raise approximately GBP7 million.

HaloSource intends to use the net proceeds of the Placing for general working capital purposes and to fund expansion of its Drinking Water and Environmental Water business segments. Liberum is acting as sole broker in relation to the Placing.

The Placing Shares will be issued credited as fully paid and will rank equally with the existing common shares, including the right to receive all dividends and other distributions declared in respect of such shares after the date of their issue. The Placing Shares will represent approximately 29% of the enlarged issued common share capital of the Company. Following the Placing, the total issued common share capital of the Company will comprise 220,230,404 common shares of no par value trading on the AIM market of the London Stock Exchange plc ("AIM").

The Placing is conditional on, inter alia, the Company obtaining: (a) sufficient approval from the existing shareholders to amend the articles of incorporation to increase the authorised share capital of the Company; and (b) the requisite number of waivers of existing shareholders to issue the Placing Shares without having to make a pre-emptive offer to existing shareholders. On obtaining the requisite shareholder approval and waivers, the Company will apply for admission of the Placing Shares to trading on AIM ("Admission"). Admission is expected to occur at 8:00 a.m. on 18 November 2014 (or such later time as Liberum and the Company may agree, being not later than 8:00 a.m. on 2 December 2014).

The appendix to this announcement (the "Announcement"), which forms part of the Announcement, sets out further details of the Placing and the action to be taken by shareholders in relation to the waivers to allow the Placing to occur.

Enquiries:

 
 HaloSource 
 Martin Coles, Chief Executive 
  Officer                                         [phone] 
 James Thompson, Chief Financial 
  Officer                                         [phone] 
 
 Liberum (NOMAD & Broker) 
 Richard Bootle/Jill Li/Steve 
  Pearce                                         [phone] 
 
 Newgate Communications (Financial 
  PR)                                            [phone] 
 James Benjamin/Madeleine Palmstierna/Georgia 
  Lewis 
 
 

About HaloSource

HaloSource, Inc. designs solutions that serve people, preserve the planet, and protect our most valuable resource - water. The Company works with scientists and industry experts in search of new ways to improve water quality around the globe. The team of HaloSource chemists, biochemists and microbiologists hold more than 70 patents, giving the Company the power to provide environmentally conscious solutions. The Company's mission is to make water better and help return previously contaminated water into the environment in the most clean, natural pure state.

Founded in Seattle, Washington, HaloSource has grown to become an influential leader in three market segments: drinking water, recreational water, and environmental water treatment and remediation. HaloSource is headquartered in the US with operations in China and in India. Learn more about the Company's research and development and future cutting edge technologies by visiting www.halosource.com.

HaloSource (www.halosource.com) is a global clean water technology company headquartered in Bothell, Washington, U.S.A. It designs solutions to protect people, preserve the planet and celebrate our most valuable resource-water that is safer, cleaner and more accessible for people everywhere.

HaloKlear, HaloPure, and SeaKlear are either trademarks or registered trademarks of HaloSource, Inc. All other trademarks, brand names or product names belong to their respective holders.

Liberum Capital Limited, which is regulated by the Financial Conduct Authority, is acting exclusively for HaloSource in connection with the Placing and no-one else and will not be responsible to anyone other than HaloSource for providing the protections afforded to customers of Liberum Capital Limited, or providing advice in connection with the Placing or any transaction or arrangement referred to in this announcement.

This announcement does not constitute, or form part of, an offer, or solicitation of an offer, or invitation to subscribe for or purchase any rights, ordinary shares or other securities of the Company in the United States. In addition, the securities of the Company to be issued in the Placing have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "Securities Act") or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold or delivered within, in or into the United States or to, or for the account or benefit of, US Persons absent an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of securities within the United States.

APPENDIX: FURTHER DETAILS OF THE PLACING

Conditions of the Placing

The Placing is conditional on, inter alia, obtaining the approval and waivers from the requisite number of existing shareholders as to both the Articles Amendment and Pre-emptive Rights, as described below.

The Board of Directors of the Company considers the approval of the Articles Amendment and the waiver of the Pre-Emptive Rights in order to effect the Placing to be in the best interests of the Company and its shareholders as a whole, and therefore unanimously recommends that shareholders vote in favour of the Articles Amendment and consent to the waiver of the Pre-Emptive Rights.

Articles Amendment

The Articles of Incorporation of the Company currently authorise 200,000,000 total common shares for issuance by the Company. Completion of the Placing will take the number of issued common shares in the Company above 200,000,000, and as such, the Company is seeking the authority of shareholders to amend and restate the Articles of Incorporation of the Company (the "Articles Amendment") to increase the total number of shares which the Company has authority to issue to 400,000,000 shares of common stock in order to (i) issue the Placing Shares and (ii) issue additional shares pursuant to offerings or commitments that may take place in the future, up to the amount in aggregate of 400,000,000 shares of common stock.

Pre-emptive Rights

The Articles of Incorporation of the Company provide that each shareholder shall have a pre-emption right to purchase its pro rata share of any new securities that the Company may propose to sell and issue wholly for cash ("Pre-emptive Rights"), save that the Pre-emptive Rights are subject to waiver by existing shareholders of the Company holding 75% of the Company's outstanding common shares.

Shareholders holding their shares in certificated form will receive a Form of Proxy for execution to provide such written waivers, and should execute and return to Computershare Investor Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by return of a PDF copy by email to![e-mail] as soon as possible and in any event before 5.30pm (London time) on 14 November 2014.

Shareholders holding their shares as depository interests in CREST will receive a Form of Instruction for execution to provide such written waivers from Computershare Investor Services PLC and should execute and return their form for execution by post to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or alternatively instruction via CREST or email a PDF copy to Computershare Investor Services PLC (email: ![e-mail]), as soon as possible and in any event before 4pm (London time) on 13 November 2014.

On obtaining the requisite shareholder waivers, the Company will apply for Admission of the Placing Shares. Admission is expected to occur at 8:00 a.m. on 18 November 2014 (or such later time as Liberum and the Company may agree, being not later than 8:00 a.m. on 2 December 2014).

Recent European Regulatory Developments

On 23 July 2014 the Council of the European Union adopted Regulation 909/2014 (the "CSD Regulation") which will impact the settlement of securities traded on the London Stock Exchange (the "Exchange"). The CSD Regulation requires in part that, where transactions in transferable securities take place on a trading venue, the relevant securities should be recorded in book entry form in a central securities depository on or before the intended settlement date (unless already so recorded). This requirement applies irrespective of whether the security is currently eligible for electronic settlement or not and applies to all transactions executed under the rules of the Exchange. On 18 September 2014, the Exchange provided a market notice indicating that it intends to amend its rules effective 5 January 2015 in order to ensure that all securities traded on the Exchange settle electronically in book entry form.

Investors participating in the Placing will receive shares in certificated form to facilitate the inclusion of required restrictive legends which cannot currently be applied to securities in book entry form. The Exchange intends to work with issuers to provide a mechanism to facilitate the application of such restrictive legends to securities in book entry form. However, as of the date of this announcement, a mechanism has not yet been developed, and there is a possibility that if no mechanism is developed by 2 January 2015, then AIM may require that the shares issued in the Placing be suspended from trading.

This information is provided by RNS

The company news service from the London Stock Exchange

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