Share Name Share Symbol Market Type Share ISIN Share Description
Halosource CP S LSE:HAL London Ordinary Share VGG425271126 ORD USD0.0001 (REG S) (DI)
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 1.225p 1.10p 1.35p 1.225p 1.225p 1.225p 0 07:49:13
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Chemicals 1.5 -4.2 -1.5 - 6.90

HaloSource Inc Proposed Re-Domicile and Change of Name

12/03/2018 2:00pm

UK Regulatory (RNS & others)


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HaloSource Inc

12 March 2018

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

12 March 2018

HaloSource, Inc.

("HaloSource" or the "Company")

Proposed Re-Domicile to the British Virgin Islands,

Change of Name to HaloSource Corporation

and

Notice of Special Meeting

HaloSource, Inc. (HAL.LN, HALO.LN), the global clean water technology company traded on the London Stock Exchange's AIM market, announces a proposed relocation of its corporate domicile from Washington State, USA, to the British Virgin Islands (BVI) and a change of name to HaloSource Corporation ("New HaloSource") (the "Proposals").

As part of the re-domicile, which will be effected by means of a reverse triangular reincorporation merger under Washington State law, shareholders and the number of outstanding shares will not change - each Company shareholder will receive 1 share of New HaloSource in exchange for each 1 Company share they hold. Immediately after the merger, New HaloSource will continue the business of the Company with no material alteration, other than the jurisdiction of incorporation. New HaloSource's shares will continue to be listed on AIM.

The Proposals are subject to approval by not less than two-thirds of the of the Company's outstanding Common Shares.

If the Re-domicile Proposal is approved by HaloSource Inc Shareholders, then:

-- the Reverse Triangular Merger will occur and the Company will issue New HaloSource Shares to HaloSource Shareholders in exchange for their HaloSource Shares on a 1:1 basis, at which point HaloSource will become a wholly owned subsidiary of New HaloSource. Accordingly, immediately upon the Merger becoming effective, a HaloSource Shareholder will have the same proportionate interest in the profits, net assets and dividends of New HaloSource as they have in HaloSource immediately prior to Admission;

-- New HaloSource will be admitted to trading on AIM, and contemporaneously HaloSource will be delisted from AIM and trading in its HaloSource Shares (represented by depositary interests) on AIM will be cancelled so that effectively New HaloSource will replace HaloSource as the AIM listed entity; and

-- the existing depositary arrangements over the HaloSource Inc Shares will terminate and the Depository will issue DIs in respect of the underlying New HaloSource Shares. The DIs will be created and issued pursuant to the terms of a Deed Poll, which will govern the relationship between the Depository and the holders of DIs. DIs will be credited to the CREST accounts of Shareholders who submit a TTE instruction to Euroclear for those HaloSource Inc Shares that were enabled for settlement through CREST immediately prior to the Merger. Non receipt of instruction will result in the default issuance of a share certificate. Holders of New HaloSource Shares in certificated form who wish to hold DIs through the CREST system may be able to do so and should contact the Depository.

Following implementation of the Merger, the HaloSource Group's principal activities will continue to be the provision of clean water technology solutions to the growing issue of water stress with no material alteration, other than the jurisdiction of incorporation. Operations and employees previously in Washington will remain in Washington, and likewise international operations will be unaffected.

Details of the Proposals and Merger are set out in the Circular which will be sent to HaloSource Shareholders in due course and will be available on HaloSource's website at www.halosource.com.

Pursuant to the application for the admission of New HaloSource to trading on AIM, New HaloSource will shortly publish an AIM Schedule One announcement ("Schedule One Announcement") together with an Appendix to that announcement ("Appendix") which contains more information about the Proposals and New HaloSource. The Schedule One Announcement, together with the Appendix, will shortly be made available for viewing on HaloSource's website at www.halosource.com.

If the Proposals are implemented, the Company's registered office will change to Nerine Chambers, PO Box 905, Road Town, Tortola, British Virgin Islands.

Reasons for the re-domiciliation

Since 2010 the Company's shares have been listed for trading on AIM. As a United States corporation, the Company is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, and the jurisdiction and rules of the US Securities Exchange Commission, and among those rules are Rule 144 and Regulation S that together require the Company to issue, in connection with any private offering to foreign purchasers, shares that bear restrictive legends requiring paper certificates, and the legend must be maintained for one year before dematerialisation, allowing electronic trading. For the purposes of US laws, the Company is a private, not a public, issuer. In 2015, the EU Regulation on Central Securities Depositories was implemented and as a result the AIM Rules for Companies were amended to require that all shares traded on AIM must be eligible for electronic settlement and not solely restricted to paper certificates.

Since the initial AIM IPO of the Company's shares as depositary receipts, purchasers of newly issued shares have been required to hold their shares either as paper certificates or in a restricted electronic trading line for at least one year, and in some cases indefinitely, limiting the Company's ability to easily conduct offerings and raise funds, as well as limiting liquidity in the trading of the Company's shares.

The Company's reasons for the Merger are specifically to remove what the Directors believe is an impediment to the Company raising additional capital. As a BVI company, HaloSource Corporation will have its listed shares fully tradable in electronic form, paper certificates will no longer be required for newly issued shares.

Notice of Special Meeting

In order to effect the Proposals, shareholders will be asked to vote on resolutions set out in the Circular which will shortly be posted to shareholders, at a Special Meeting of the Company to be held on 11 April 2018 at 9.30 a.m. Pacific daylight time, at the offices of the Company located at 1725 220th Street SE, Suite 103, Bothell, Washington 98021.

Expected timetable of principal events

 
 Latest date for receipt of Forms             6 April 2018 
  of Instruction 
 Latest date for receipt of Forms             9 April 2018 
  of Proxy 
 Time and date of Shareholder Meeting        9.30 a.m. PST 
  to approve the Reverse Triangular            on 11 April 
  Merger and Re-domicile Proposal                     2018 
 Last day of trading of HaloSource           12 April 2018 
  Inc on AIM 
 Effective Date of the Merger                13 April 2018 
 Admission and commencement of dealings         08:00 a.m. 
  of New HaloSource Shares on AIM              on 13 April 
                                                      2018 
 CREST accounts expected to be credited      13 April 2018 
  by 
 Despatch of definitive share certificates   20 April 2018 
  by 
 Note: 
  The times and dates may be subject 
  to change. 
 

Admission Statistics

 
 Number of New HaloSource Shares in issue 
  on Admission                                       563,005,776 
 Number of New HaloSource Shares under 
  option on Admission                                  7,277,860 
 Number of New HaloSource Shares on a 
  fully diluted basis on Admission (1)               570,283,636 
 TIDM                                                  HALO, HAL 
 International Securities Identification              Restricted 
  Number ("ISIN")                             line: VGG425271126 
                                                    Unrestricted 
                                              line: VGG425271043 
 

Enquiries:

 
 
   HaloSource, Inc. 
 James Thompson, Chief Executive 
  Officer                           +1 425 419 2258 
 Craig Crowell, Chief Financial 
  Officer                           +1 425 419 2248 
 
 
 Cantor Fitzgerald Europe 
  (Nominated Adviser and 
  Broker) 
 Andrew Craig, Richard Salmond, 
  David Foreman                     +44 207 894 7000 
 
 

Unless otherwise stated, defined terms have the meaning given to them in the Schedule One and Schedule One Appendix which have been issued by the Company today.

About HaloSource

HaloSource, Inc. innovates and integrates technologies to deliver clean drinking water solutions to partners with trusted brands around the world. The Company works with scientists and industry experts across the globe in search of new ways to improve drinking water quality and has been awarded more than 30 patents for its ground-breaking chemistries, which provide safe drinking water for more than 10 million consumers globally. The Company's class-leading HaloPure(R) Drinking Water technology has the highest global certifications, including registration with the US EPA.

Founded in Seattle, Washington, HaloSource has grown to become an influential leader in drinking water purification. 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.

The HaloPure(R) and astrea(R) brands are registered trademarks of HaloSource, Inc. All other trademarks, brand names or product names belong to their respective holders.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 12, 2018 10:00 ET (14:00 GMT)

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