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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 +44 (0) 113 370
(Nominated Adviser to DeepVerge) Emmott 8974
Mo PR (Financial PR adviser
to DeepVerge) Mo Noonan +44 (0) 7876 444977
Modern Water plc
Cairn Financial Advisers LLP
(Nominated Adviser, financial Dr Nigel Burton +44 (0) 7785 234447
adviser and Rule 3 adviser Sandy Jamieson/James +44 (0) 20 7213
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 +44 (0)20 7638 0129 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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END
OUPUOSSRRVUARAA
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