TIDMHAL TIDMHALO
RNS Number : 4189V
HaloSource Inc
28 October 2014
FOR IMMEDIATE RELEASE
28 October 2014
THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF SUCH JURISDICTION.
HaloSource, Inc.
Placing to raise GBP7 million
HaloSource, Inc. ("HaloSource" or "the Company"), the clean
water and antimicrobial technology company, announces the
successful conditional placing of 63,636,363 new common shares (the
"Placing Shares") to existing investors (the "Placing") at 11 pence
per Placing Share (the "Placing Price") to raise approximately GBP7
million.
HaloSource intends to use the net proceeds of the Placing for
general working capital purposes and to fund expansion of its
Drinking Water and Environmental Water business segments. Liberum
is acting as sole broker in relation to the Placing.
The Placing Shares will be issued credited as fully paid and
will rank equally with the existing common shares, including the
right to receive all dividends and other distributions declared in
respect of such shares after the date of their issue. The Placing
Shares will represent approximately 29% of the enlarged issued
common share capital of the Company. Following the Placing, the
total issued common share capital of the Company will comprise
220,230,404 common shares of no par value trading on the AIM market
of the London Stock Exchange plc ("AIM").
The Placing is conditional on, inter alia, the Company
obtaining: (a) sufficient approval from the existing shareholders
to amend the articles of incorporation to increase the authorised
share capital of the Company; and (b) the requisite number of
waivers of existing shareholders to issue the Placing Shares
without having to make a pre-emptive offer to existing
shareholders. On obtaining the requisite shareholder approval and
waivers, the Company will apply for admission of the Placing Shares
to trading on AIM ("Admission"). Admission is expected to occur at
8:00 a.m. on 18 November 2014 (or such later time as Liberum and
the Company may agree, being not later than 8:00 a.m. on 2 December
2014).
The appendix to this announcement (the "Announcement"), which
forms part of the Announcement, sets out further details of the
Placing and the action to be taken by shareholders in relation to
the waivers to allow the Placing to occur.
Enquiries:
HaloSource
Martin Coles, Chief Executive
Officer +1 425 974 1975
James Thompson, Chief Financial
Officer +1 425 974 1993
Liberum (NOMAD & Broker)
Richard Bootle/Jill Li/Steve
Pearce +44 203 100 2222
Newgate Communications (Financial
PR) +44 207 680 6550
James Benjamin/Madeleine Palmstierna/Georgia
Lewis
About HaloSource
HaloSource, Inc. designs solutions that serve people, preserve
the planet, and protect our most valuable resource - water. The
Company works with scientists and industry experts in search of new
ways to improve water quality around the globe. The team of
HaloSource chemists, biochemists and microbiologists hold more than
70 patents, giving the Company the power to provide environmentally
conscious solutions. The Company's mission is to make water better
and help return previously contaminated water into the environment
in the most clean, natural pure state.
Founded in Seattle, Washington, HaloSource has grown to become
an influential leader in three market segments: drinking water,
recreational water, and environmental water treatment and
remediation. 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.
HaloSource (www.halosource.com) is a global clean water
technology company headquartered in Bothell, Washington, U.S.A. It
designs solutions to protect people, preserve the planet and
celebrate our most valuable resource-water that is safer, cleaner
and more accessible for people everywhere.
HaloKlear, HaloPure, and SeaKlear are either trademarks or
registered trademarks of HaloSource, Inc. All other trademarks,
brand names or product names belong to their respective
holders.
Liberum Capital Limited, which is regulated by the Financial
Conduct Authority, is acting exclusively for HaloSource in
connection with the Placing and no-one else and will not be
responsible to anyone other than HaloSource for providing the
protections afforded to customers of Liberum Capital Limited, or
providing advice in connection with the Placing or any transaction
or arrangement referred to in this announcement.
This announcement does not constitute, or form part of, an
offer, or solicitation of an offer, or invitation to subscribe for
or purchase any rights, ordinary shares or other securities of the
Company in the United States. In addition, the securities of the
Company to be issued in the Placing have not been, and will not be,
registered under the US Securities Act of 1933 (as amended) (the
"Securities Act") or the securities laws of any state or other
jurisdiction of the United States and may not be offered or sold or
delivered within, in or into the United States or to, or for the
account or benefit of, US Persons absent an applicable exemption
from the registration requirements of the Securities Act. There
will be no public offer of securities within the United States.
APPENDIX: FURTHER DETAILS OF THE PLACING
Conditions of the Placing
The Placing is conditional on, inter alia, obtaining the
approval and waivers from the requisite number of existing
shareholders as to both the Articles Amendment and Pre-emptive
Rights, as described below.
The Board of Directors of the Company considers the approval of
the Articles Amendment and the waiver of the Pre-Emptive Rights in
order to effect the Placing to be in the best interests of the
Company and its shareholders as a whole, and therefore unanimously
recommends that shareholders vote in favour of the Articles
Amendment and consent to the waiver of the Pre-Emptive Rights.
Articles Amendment
The Articles of Incorporation of the Company currently authorise
200,000,000 total common shares for issuance by the Company.
Completion of the Placing will take the number of issued common
shares in the Company above 200,000,000, and as such, the Company
is seeking the authority of shareholders to amend and restate the
Articles of Incorporation of the Company (the "Articles Amendment")
to increase the total number of shares which the Company has
authority to issue to 400,000,000 shares of common stock in order
to (i) issue the Placing Shares and (ii) issue additional shares
pursuant to offerings or commitments that may take place in the
future, up to the amount in aggregate of 400,000,000 shares of
common stock.
Pre-emptive Rights
The Articles of Incorporation of the Company provide that each
shareholder shall have a pre-emption right to purchase its pro rata
share of any new securities that the Company may propose to sell
and issue wholly for cash ("Pre-emptive Rights"), save that the
Pre-emptive Rights are subject to waiver by existing shareholders
of the Company holding 75% of the Company's outstanding common
shares.
Shareholders holding their shares in certificated form will
receive a Form of Proxy for execution to provide such written
waivers, and should execute and return to Computershare Investor
Services (Jersey) Limited, c/o The Pavilions, Bridgwater Road,
Bristol BS99 6ZY or by return of a PDF copy by email
to!UKALLDITeam2@computershare.co.uk as soon as possible and in any
event before 5.30pm (London time) on 14 November 2014.
Shareholders holding their shares as depository interests in
CREST will receive a Form of Instruction for execution to provide
such written waivers from Computershare Investor Services PLC and
should execute and return their form for execution by post to
Computershare Investor Services PLC, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY, or alternatively instruction via CREST or
email a PDF copy to Computershare Investor Services PLC (email:
!UKALLDITeam2@computershare.co.uk), as soon as possible and in any
event before 4pm (London time) on 13 November 2014.
On obtaining the requisite shareholder waivers, the Company will
apply for Admission of the Placing Shares. Admission is expected to
occur at 8:00 a.m. on 18 November 2014 (or such later time as
Liberum and the Company may agree, being not later than 8:00 a.m.
on 2 December 2014).
Recent European Regulatory Developments
On 23 July 2014 the Council of the European Union adopted
Regulation 909/2014 (the "CSD Regulation") which will impact the
settlement of securities traded on the London Stock Exchange (the
"Exchange"). The CSD Regulation requires in part that, where
transactions in transferable securities take place on a trading
venue, the relevant securities should be recorded in book entry
form in a central securities depository on or before the intended
settlement date (unless already so recorded). This requirement
applies irrespective of whether the security is currently eligible
for electronic settlement or not and applies to all transactions
executed under the rules of the Exchange. On 18 September 2014, the
Exchange provided a market notice indicating that it intends to
amend its rules effective 5 January 2015 in order to ensure that
all securities traded on the Exchange settle electronically in book
entry form.
Investors participating in the Placing will receive shares in
certificated form to facilitate the inclusion of required
restrictive legends which cannot currently be applied to securities
in book entry form. The Exchange intends to work with issuers to
provide a mechanism to facilitate the application of such
restrictive legends to securities in book entry form. However, as
of the date of this announcement, a mechanism has not yet been
developed, and there is a possibility that if no mechanism is
developed by 2 January 2015, then AIM may require that the shares
issued in the Placing be suspended from trading.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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