Deepverge PLC OFFER UNCONDITIONAL AS TO ACCEPTANCES; EXTENDED (1380E)

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RNS Number : 1380E

Deepverge PLC

03 November 2020

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. IN PARTICULAR, THIS ANNOUNCEMENT SHOULD NOT BE RELEASED, PUBLISHED, DISTRIBUTED, FORWARDED OR TRANSMITTED, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTION, INCLUDING THE US.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

3 NOVEMBER 2020

RECOMMED ALL SHARE OFFER

for

MODERN WATER PLC

by

DEEPVERGE PLC

OFFER DECLARED UNCONDITIONAL AS TO ACCEPTANCES; OFFER EXTED TO 17 NOVEMBER 2020

On 28 August 2020 the board of directors of DeepVerge PLC (DeepVerge) and the Independent Directors of Modern Water PLC (Modern Water) announced that they had reached agreement on the terms of a recommended all share offer to be made by DeepVerge for the entire issued and to be issued share capital of Modern Water (the Offer). The full terms and conditions of the Offer and the procedures for acceptance were set out in the offer document published by DeepVerge on 13 October 2020 (the Offer Document).

Level of acceptances from Modern Water Shareholders

As at 1.00 p.m. on 3 November 2020 (being the acceptance deadline for the First Closing Date), valid acceptances had been received from shareholders of Modern Water in respect of a total of 406,775,279 Modern Water Shares, representing approximately 77.526% of the issued share capital of Modern Water, which DeepVerge may count towards the acceptance condition of the Offer.

This total includes acceptances received in respect of:

-- 16,182,000 Modern Water Shares, representing approximately 3.08% of the issued share capital of Modern Water, due under the irrevocable undertakings provided by the Directors of Modern Water; and

-- 15,500,000 Modern Water Shares, representing approximately 2.95% of the issued share capital of Modern Water, from Turner Pope, which is deemed to be acting in concert with DeepVerge, as per Rule 17.1(a) of the Code.

The percentages of Modern Water Shares referred to in this announcement are based upon a figure of 524,693,214 Modern Water Shares in issue at close of business on 12 October 2020.

Reduction of minimum acceptance condition and waiver of other conditions

DeepVerge has now chosen to reduce the Acceptance Condition under the Offer from 90 per cent. to 50 per cent. of the Modern Water Shares to which the Offer relates and of the voting rights attached to those shares. DeepVerge now declares the Offer unconditional as to acceptances.

DeepVerge announces that it has decided, in accordance with the Offer Document, to waive the outstanding conditions under the Offer, except for condition 1.3 of Part A of Part III of the Offer Document in relation to admission of the New DeepVerge Shares to trading on AIM.

The Company has today allotted 40,677,491 New DeepVerge Shares in respect of the valid acceptances under the Offer, and application will be made for these shares to admitted to trading on AIM. Admission is expected on Monday 9 November 2020.

Extension of Offer

The Offer has been extended to 1.00 p.m. (London Time) on 17 November 2020.

The Offer remains subject to condition 1.3 (in relation to admission to trading of DeepVerge Shares allotted under the Offer) as set out in Part A of Part III of the Offer Document.

Modern Water Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures:

-- acceptances of the Offer in respect of certificated Modern Water Shares should be made by completing and returning the Form of Acceptance as soon as possible; and

-- acceptances in respect of uncertificated Modern Water Shares should be made electronically through CREST. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

The Offer Document and the Form of Acceptance are 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 are available from Neville Registrars Limited at the address set out on page 6 the Offer Document.

Cancellation of Modern Water's admission to trading on AIM

DeepVerge intends to make an application for the cancellation of the admission to trading on AIM of the Modern Water Shares, and to re-register Modern Water as a private company as soon as it is appropriate to do so under the provisions of the Companies Act.

Cancellation of admission to trading on AIM would significantly reduce the liquidity and marketability of any Modern Water Shares not assented to the Offer.

Compulsory acquisition

If DeepVerge receives acceptances under the Offer in respect of, or otherwise acquires, 90% or more of the Modern Water Shares to which the Offer relates, DeepVerge will exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining Modern Water Shares in respect of which the Offer has not been accepted.

Settlement

The consideration due to accepting Modern Water Shareholders is expected to be despatched either on or before 17 November 2020, in respect of acceptances complete in all respects and received not later than 1.00 p.m. on 3 November 2020, or within 14 days of the date of receipt of further acceptances which are valid and complete in all respects. The New DeepVerge Shares to be admitted on 9 November 2020 form part of the consideration due to accepting Modern Water Shareholders.

Terms defined in the Offer Document have the same meaning in this announcement.

Enquiries

 
 DeepVerge plc                        Ross Andrews, Chairman    Contact via DeepVerge's 
                                                                 PR 
 
 SPARK Advisory Partners Limited      Neil Baldwin/Andrew       [phone] 
  (Nominated Adviser to DeepVerge)     Emmott                    8974 
 
   Mo PR (Financial PR adviser 
   to DeepVerge)                        Mo Noonan                [phone] 
 Modern Water plc 
  Cairn Financial Advisers LLP 
  (Nominated Adviser, financial       Dr Nigel Burton           [phone] 
  adviser and Rule 3 adviser           Sandy Jamieson/James      [phone] 
  to Modern Water)                     Lewis                     0880 
 

Important notices relating to financial advisers

SPARK Advisory Partners Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Financial Adviser exclusively for DeepVerge and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than DeepVerge for providing the protections afforded to clients of SPARK, nor for providing advice in relation to any matter referred to herein.

Cairn Financial Advisers LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as Financial Adviser exclusively for Modern Water and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Modern Water for providing the protections afforded to clients of Cairn, nor for providing advice in relation to any matter referred to herein.

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Modern Water in any jurisdiction in contravention of applicable law. The Offer is being made solely by means of the Offer Document and (in respect of Modern Water Shares held in certificated form) the acceptance forms accompanying the Offer Document, which, together, contain the full terms and conditions of the Offer including details of how it may be accepted.

This announcement does not constitute a prospectus.

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. Further details in relation to Overseas Shareholders are contained in the Offer Document.

The release, publication or distribution of this announcement 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. 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 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 any Restricted Jurisdiction, including the US, or any other jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer have not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction (including the US) or any other jurisdiction where to do so would violate the laws of that jurisdiction.

Further details in relation to Modern Water Shareholders in overseas jurisdictions are contained in the Offer Document.

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 the management 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 this announcement 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 AIM Rules for Companies and the Disclosure Guidance and Transparency Rules of the FCA), neither DeepVerge or Modern Water is under any obligation, and DeepVerge and Modern Water expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing disclosure requirements

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 10(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 Modern Water and DeepVerge 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 on website and hard copies

A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DeepVerge's website at www.deepverge.com and Modern Water's website at www.modernwater.com . For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

Further copies of the Offer Document and the Form of Acceptance are available from Neville Registrars Limited at the address set out on page 6 of the Offer Document. 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.

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November 03, 2020 10:00 ET (15:00 GMT)