Modern Water PLC Replacement - Form 8 (OPD) - Modern Water plc (9634B)

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RNS Number : 9634B

Modern Water PLC

13 October 2020

REPLACEMENT FORM 8 (OPD)

The following amendment has been made to the Form 8 (OPD) announcement released by Modern Water on 14 September 2020 under RNS 8860Y.

The information in section 3 relating to the "Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure" has been updated to include details of warrants in the offeror held by a director of Modern Water plc. The positions shown now refer to the post consolidation share capital of DeepVerge plc (formerly Integumen plc). All other details remain unchanged.

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

   1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                    Modern Water plc 
 (b) Owner or controller of interests and short positions disclosed, if different from 1(a):    N/A 
  The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), 
  settlor and beneficiaries must be named. 
                                                                                               ------------------ 
 (c) Name of offeror/offeree in relation to whose relevant securities this form relates:        DeepVerge plc 
  Use a separate form for each offeror/offeree 
                                                                                               ------------------ 
 (d) Is the discloser the offeror or the offeree?                                               OFFEREE 
                                                                                               ------------------ 
 (e) Date position held:                                                                        11 September 2020 
  The latest practicable date prior to the disclosure 
                                                                                               ------------------ 
 (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect   Yes 
  of any other party to the offer? 
  If it is a cash offer or possible cash offer, state "N/A" 
                                                                                               ------------------ 
 
   2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 
 Class of relevant security:                                          Ordinary shares of 0.1p each in DeepVerge plc 
                                                                           Interests               Short positions 
                                                                  ---------------------------  ----------------------- 
                                                                         Number           %          Number         % 
                                                                  --------------------  -----  -----------------  ---- 
 (1) Relevant securities owned and/or controlled:                          Nil                        Nil 
                                                                  --------------------  -----  -----------------  ---- 
 (2) Cash-settled derivatives:                                             Nil                        Nil 
                                                                  --------------------  -----  -----------------  ---- 
 (3) Stock-settled derivatives (including options) and                     Nil                        Nil 
 agreements to purchase/sell: 
                                                                  --------------------  -----  -----------------  ---- 
                                                                           Nil                        Nil 
   TOTAL: 
                                                                  --------------------  -----  -----------------  ---- 
 

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   (b)        Rights to subscribe for new securities 
 
 Class of relevant security in relation to which subscription right exists:    Nil 
 Details, including nature of the rights concerned and relevant percentages:   Nil 
                                                                              ---- 
 
   3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE 
 
 Details of any interests, short positions and rights to subscribe (including directors' and 
  other employee options) of any person acting in concert with the party to the offer making 
  the disclosure: 
 
        a) Ordinary shares of 0.1p each in DeepVerge plc held by the directors of Modern Water plc 
         Name            No. of DeepVerge     % of issued share 
                            plc Shares       capital of DeepVerge 
                                                     plc 
         Nigel Burton         74,596                0.07 
                        -----------------  ---------------------- 
 
 
 
        b) Options over ordinary shares of 0.1p each in DeepVerge plc held by the directors of Modern 
        Water plc 
 
         Name   No. of DeepVerge     % of issued share 
                   plc Shares       capital of DeepVerge 
                                            plc 
         N/A          N/A                   N/A 
               -----------------  ---------------------- 
 
 
        c) Rights over ordinary shares of 0.1p each in DeepVerge plc held by the directors of Modern 
        Water plc 
         Names           Number of      Exercise   Date        Exercise         Percentage 
                          DeepVerge      Price      of Grant    Period           of current 
                          plc Shares                                             issued share 
                          the subject                                            capital 
                          of Warrants                                            (%) 
         Nigel Burton    178,571        20p        02/05/19    Until 02/05/21   0.16% 
                        -------------  ---------  ----------  ---------------  -------------- 
 
 
        d) Rights over ordinary shares of 0.1p each in DeepVerge plc held by the connected advisers 
        of Modern Water plc 
         Connected          Number of      Exercise   Date        Exercise         Percentage 
          Adviser            DeepVerge      Price      of Grant    Period           of current 
                             plc Shares                                             issued share 
                             the subject                                            capital 
                             of Warrants                                            (%) 
                            527,999        15 p       16/12/19    Until 16/12/22   0.47% 
 
                             180,000        62.5p      5/4/17      Until 5/4/22     0.16% 
         Turner 
          Pope               30,000         15p        5/1/18      Until 5/1/23     0.03% 
          Investments 
          (TPI) Limited      814,285        14 p       2/5/19      Until 2/5/22     0.72% 
                           -------------  ---------  ----------  ---------------  -------------- 
 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

   4.         OTHER INFORMATION 
   (a)        Indemnity and other dealing arrangements 
 
 Details of any indemnity or option arrangement, or any agreement or understanding, formal 
  or informal, relating to relevant securities which may be an inducement to deal or refrain 
  from dealing entered into by the party to the offer making the disclosure or any person acting 
  in concert with it: 
  Irrevocable commitments and letters of intent should not be included. If there are no such 
  agreements, arrangements or understandings, state "none" 
 
   NONE 
 
   (b)        Agreements, arrangements or understandings relating to options or derivatives 
 
 Details of any agreement, arrangement or understanding, formal or informal, between the party 
  to the offer making the disclosure, or any person acting in concert with it, and any other 
  person relating to: 
  (i) the voting rights of any relevant securities under any option; or 
  (ii) the voting rights or future acquisition or disposal of any relevant securities to which 
  any derivative is referenced: 
  If there are no such agreements, arrangements or understandings, state "none" 
 
   NONE 
 
   (c)        Attachments 

Are any Supplemental Forms attached?

 
 Supplemental Form 8 (Open Positions)   NO 
 Supplemental Form 8 (SBL)              NO 
                                       --- 
 
 
 Date of disclosure:    13 October 2020 
 Contact name:          Simon Humphrey (Director) 
                       -------------------------- 
 Telephone number:      [phone] 
                       -------------------------- 
 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .

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October 13, 2020 10:45 ET (14:45 GMT)