TIDMWTL
RNS Number : 3517B
Waterlogic PLC
06 January 2015
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
6 January 2015
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
Update on cancellation of admission to trading on AIM
Waterlogic Plc ("Waterlogic") and Poseidon Bidco Limited
("Poseidon"), a newly incorporated company owned by the EPIC Funds,
which are managed by Castik Capital S.à r.l., wish to advise
Waterlogic Shareholders that the Scheme was sanctioned at the court
hearing on 5 January 2015 and the Act of Court will be lodged with
the Jersey Companies Registry today. As such, the Scheme to effect
the acquisition by Poseidon of the entire issued and to be issued
ordinary share capital of Waterlogic will become Effective today
and the cancellation of the admission to trading of the Waterlogic
Shares on AIM will take effect from 7.00 a.m. on 7 January 2015.
Waterlogic Shares have been suspended from trading on AIM since
7:30 a.m. on 5 January 2015.
The consideration of 151 pence in cash per Waterlogic share to
be paid to Scheme Shareholders pursuant to the terms of the Scheme
is expected to be dispatched (in the case of certificated holders
of Scheme Shares) or settled in CREST (in the case of
uncertificated holders of Scheme Shares) no later than 20 January
2015.
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 dated 24 November 2014.
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: +1 (414)
765 7247
Liberum (Nominated Adviser and Broker
to Waterlogic)
Steve Pearce Tel: +44 (0)20
3100 2000
Richard Bootle
Redleaf Polhill (PR Adviser to Waterlogic)
Rebecca Sanders Hewett / David Ison Tel: +44 (0)207
382 4730
waterlogic@redleafpr.com
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: +44 203
116 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 has been made solely by means of the Scheme Document,
which contains the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Scheme.
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. 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. 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
are contained in the Scheme Document.
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 aballantine@rwbaird.com 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 paul.lines@altium.co.uk 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDMGGMGVFGKZG
Waterlogic (LSE:WTL)
Historical Stock Chart
From Apr 2024 to May 2024
Waterlogic (LSE:WTL)
Historical Stock Chart
From May 2023 to May 2024
