Waterlogic PLC Scheme Circular Posting (8243X)

TIDMWTL

RNS Number : 8243X

Waterlogic PLC

24 November 2014

FOR IMMEDIATE RELEASE

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

24 November 2014

RECOMMENDED CASH ACQUISITION

OF

WATERLOGIC PLC

BY

POSEIDON BIDCO LIMITED (A NEWLY INCORPORATED COMPANY ULTIMATELY OWNED BY THE EPIC FUNDS, WHICH ARE MANAGED BY CASTIK CAPITAL S.À R.L.)

TO BE EFFECTED

BY MEANS OF A SCHEME OF ARRANGEMENT

UNDER ARTICLE 125 OF THE COMPANIES (JERSEY) LAW 1991, AS AMENDED

AT A PRICE OF 151 PENCE PER WATERLOGIC SHARE

On 12 November 2014, the independent members of the board of Waterlogic Plc ("Waterlogic" or the "Company") and the board of Poseidon Bidco Limited ("Poseidon"), a newly incorporated company owned by the EPIC Funds, which are managed by Castik Capital S.à r.l. ("Castik"), announced that they had reached an agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Waterlogic by Poseidon (the "Acquisition"). The Acquisition is to be implemented by way of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991, as amended (the "Companies Law") (the "Scheme").

Waterlogic is today posting the scheme document that sets out the Conditions and further terms in relation to the Acquisition (the "Scheme Document") to the holders of Waterlogic Shares, and, for information only, to Waterlogic Share Incentive Scheme Participants and persons with information rights, together with the associated Forms of Proxy. The Scheme Document contains notices convening the Court Meeting and General Meeting and contains, amongst other things, the full terms and conditions of the Scheme, an Explanatory Statement pursuant to Article 126 of the Companies Law, an expected timetable of principal events and details of the actions to be taken by Waterlogic Shareholders.

The expected timetable of principal events is attached as an appendix to this announcement. An announcement will be made if any of the key dates set out in the expected timetable change.

To become Effective, the Scheme will need to be approved by the requisite majority of Scheme Shareholders entitled to vote, or procure the vote, thereon at the Court Meeting and will require the passing of the Special Resolution by Waterlogic Shareholders and the Management Arrangements Resolution by Waterlogic Independent Shareholders by the requisite majorities at the General Meeting, as described in the Scheme Document. The Scheme is also subject to the satisfaction or, if capable of waiver, waiver of the other Conditions set out in Part III of the Scheme Document.

Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. The Court Meeting and the General Meeting will both be held at the Radisson Blu Hotel, Dublin Airport, County Dublin, Ireland on 16 December 2013. The Court Meeting will start at 11.00 a.m. and the General Meeting will start at 11.15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned).

Waterlogic Share Incentive Scheme Participants will be sent further details of the impact (if any) of the Scheme on their options and proposals being made to them in due course.

Holders of Waterlogic Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

On 18 November 2014, each of the Company and Poseidon entered into an inducement fee agreement (the "Inducement Fee Agreement") in replacement of, and in substitution for, the inducement fee agreement entered into between them on 12 November 2014 and referred to in the announcement made on 12 November 2014.

The Scheme Document will today be made available on Waterlogic's website at www.waterlogic.com and additional copies are available from Computershare who can be contacted on 0870 707 4040 or, if calling from outside the UK, [phone]. The Inducement Fee Agreement is also available on Waterlogic's website.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

 
 Enquiries: 
 Waterlogic 
 Ariel Recanati, Non-Executive Chairman                                      Via Baird 
 Jeremy Ben-David, Group Chief Executive Officer 
 
 Robert W. Baird (Financial Adviser and Rule 3 
  Adviser to Waterlogic) 
 Vinay Ghai                                                            Tel: +44 (0)207 
                                                                              667 8225 
 Steve Guy                                                           Tel: [phone] 
                                                                                  7247 
 
 Liberum (Nominated Adviser and Broker to Waterlogic) 
 Steve Pearce                                                      Tel: [phone] 
                                                                                  2000 
 Richard Bootle 
 
 Redleaf Polhill (PR Adviser to Waterlogic) 
 Rebecca Sanders Hewett / David Ison                                   Tel: +44 (0)207 
                                                                              382 4730 
                                                              [e-mail] 
 Altium, financial adviser to Castik/EPIC Funds/Poseidon 
 Phil Adams                                                            Tel: +44 (0)845 
                                                                              505 4343 
 Adrian Reed/Paul Lines 
 
   CNC, Financial PR adviser to Castik/EPIC Funds/Poseidon 
 Alistair Hammond                                                     Tel: [phone] 
                                                                                  6825 
 

Further information

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell, exchange or subscribe for, or an invitation to purchase or otherwise subscribe for, any securities or the solicitation of any vote or approval or of an offer to buy, exchange or subscribe for, securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document and the Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision in respect of, or other response to the Acquisition should be made only on the basis of the information in the Scheme Document and Forms of Proxy which will accompany it. Waterlogic and Poseidon will prepare the Scheme Document to be distributed to Waterlogic Shareholders. Waterlogic and Poseidon urge Waterlogic Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This announcement does not constitute a prospectus or prospectus equivalent document.

Robert W. Baird Limited, which is authorised and regulated by the FCA, is acting exclusively as financial advisor to Waterlogic and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Waterlogic for providing the protections afforded to clients of Robert W. Baird Limited nor for providing advice in relation to the matters referred to in this announcement.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting exclusively for Waterlogic and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Waterlogic for providing the protections afforded to clients of Liberum nor for providing advice in relation to the matters referred to in this announcement.

Altium Capital Limited, which is authorised and regulated by the FCA, is acting exclusively as financial advisor to Poseidon and Castik and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Poseidon and Castik for providing the protections afforded to clients of Altium Capital Limited nor for providing advice in relation to the matters referred to in this announcement.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and Jersey may be restricted by law and, therefore, persons who are subject to the laws of any jurisdiction other than the United Kingdom and Jersey should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom or Jersey to vote their Waterlogic Shares at the General Meeting or, with respect to the Scheme, the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at a Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purposes of complying with the Code and the AIM Rules and the information disclosed may not be the same as that which would have been disclosed if the announcement had been prepared in accordance with the laws of jurisdictions outside of the United Kingdom or Jersey.

Unless otherwise determined by Poseidon or required by the Code or the Panel and unless permitted by applicable law and regulation, the Acquisition will not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise determined by Poseidon and permitted by applicable law and regulation), the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Unless otherwise determined by Poseidon or required by the Code or the Panel and unless permitted by applicable law and regulation, copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving this announcement and all documents (including custodians, nominees and trustees) relating to the Acquisition should observe these restrictions and should not mail or otherwise forward, distribute or send this announcement or documents relating to the Acquisition in or into or from any Restricted Jurisdiction.

Further details in relation to overseas Waterlogic Shareholders will be contained in the Scheme Document.

Dealing disclosure requirements of the City Code

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror during the Offer Period. 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 paper offeror, 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 paper 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 on website

A copy of this announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, at Waterlogic's website at www.waterlogic.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.

A copy of this announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, at Castik's website at www.castik.lu by no later than 12 noon (London time) on the Business Day following the date of this announcement.

Neither the content of the websites referred to in this announcement nor the content of any websites accessible from hyperlinks on Waterlogic's or Castik's website (or any other website) is incorporated into, or forms part of, this announcement.

Neither Poseidon nor Waterlogic (nor any of their respective directors, officers, employees, agents or advisers) make any representation or warranty (express or implied), or give any guarantee in this announcement as to the accuracy or completeness of the information on the websites referred to above (nor any other website) nor the contents of any website accessible from hyperlinks on any such website, nor shall they be liable for any loss or damage of any kind, direct or indirect, that any person may suffer as a result of using these websites or acting in reliance on the information on such websites. Persons who access such websites shall do so subject to the terms (if any) stated on those websites.

You may request a hard copy of this announcement (and any information incorporated by reference in it) by contacting Alex Ballantine of Robert W. Baird Limited at [e-mail] or by submitting a request in writing to Alex Ballantine at Robert W. Baird Limited, 15 Finsbury Circus, London EC2M 7EB or Paul Lines of Altium Capital Limited at [e-mail] or by submitting a request in writing to Paul Lines at Altium Capital Limited, 5th Floor, Belvedere, Booth Street, Manchester M2 4AW. Unless such a request is made, and save as otherwise required by Rule 2.12 of the Code, a hard copy of this announcement (and any information incorporated by reference in it) will not be sent to any person. You may also request that all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy form.

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates given are based on Waterlogic's current expectations and may be subject to change. If the expected date of the Court Hearing is changed, Waterlogic will give notice of such change by issuing an announcement through a Regulatory Information Service and posting notice of the change to Waterlogic Shareholders. All Waterlogic Shareholders have the right to attend the Court Hearing in person or by a Jersey-qualified advocate to support or oppose the Scheme.

All times shown in this document are London times unless otherwise stated.

 
Event                                                   Time and/or date 
Latest time for lodging Forms of Proxy for the: 
      Court Meeting (blue form)                11.00 a.m. on 14 December 
                                                                2014 (1) 
      General Meeting (white form)             11.15 a.m. on 14 December 
                                                                2014 (2) 
Voting Record Time                              6.00 p.m. on 14 December 
                                                                2014 (3) 
Court Meeting                                  11.00 a.m. on 16 December 
                                                                    2014 
General Meeting                                11.15 a.m. on 16 December 
                                                                2014 (4) 
The following dates are subject to 
 change(5) 
Last day of dealings in, and for registration             2 January 2015 
 of transfers 
 and disablement in CREST of, Waterlogic 
 Shares 
Dealings in Waterlogic Shares on AIM              5.00 p.m. on 2 January 
 suspended                                                          2015 
Court Hearing (to sanction the Scheme)         10.00 a.m. 5 January 2015 
Reorganisation Record Time                        5.00 p.m. on 5 January 
                                                                    2015 
Scheme Record Time                                6.00 p.m. on 5 January 
                                                                    2015 
Effective Date of the Scheme                              6 January 2015 
Cancellation of admission to trading              7.00 a.m. on 6 January 
 on AIM of, and cessation of dealings                               2015 
 in, Waterlogic Shares 
Despatch of cheques and crediting of                  by 20 January 2015 
 CREST accounts for Cash Consideration 
 due under the Scheme 
Long Stop Date                                          28 February 2015 
 

Notes:

(1) It is requested that blue Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting. Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting at the Court Meeting.

(2) White Forms of Proxy for the General Meeting must be lodged not later than 48 hours prior to the time appointed for the General Meeting. If not lodged by that time they will be invalid.

(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 6.00 p.m. on the day which is two days' prior to the date of the adjourned meeting.

   (4)              Or as soon thereafter as the Court Meeting shall have concluded or been adjourned. 

(5) These dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date the Act of Court is delivered to the Registrar of Companies.

This information is provided by RNS

The company news service from the London Stock Exchange

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