Tender Offer re Petards Group Plc
27 May 2010 - 4:00PM
UK Regulatory
TIDMWTH TIDMPEG
RNS Number : 6060M
Water Hall Group Plc
27 May 2010
27 May 2010
Water Hall Group plc
("Water Hall" or the "Company")
Tender Offer
Water Hall, the AIM listed waste management company, today announces that it has
made a tender offer to the holders of ordinary shares of Petards Group plc, an
AIM listed provider of security and surveillance systems. The following text
regarding the tender offer has today been published in the Financial Times and
in the Times.
Tender Offer on behalf of Water Hall Group plc ("Water Hall") to purchase up to
104,511,925 ordinary shares of 1 penny each in the issued share capital of
Petards Group plc ("Petards") ("Ordinary Shares") at 0.70 pence each ("Tender
Offer")
On behalf of Water Hall, Religare Capital Markets (UK) Limited ("RCM") offers to
acquire, by tender,up to 104,511,925 Ordinary Shares at 0.70 pence per Ordinary
Share. If the total number of Ordinary Shares tendered by all holders of
Ordinary Shares ("Shareholders") is greater than 104,511,925 Ordinary Shares,
the tenders will be scaled down pro rata (fractions being ignored). Shareholders
may tender all or any part of their holdings.
At the date of this advertisement, Water Hall holds 86,500,000 Ordinary Shares,
which represents 13.59 per cent. of the issued Ordinary Share capital of
Petards. No person deemed to be acting in concert with Water Hall owns or has
rights over any Ordinary Shares. If the Tender Offer is accepted in full, Water
Hall will be beneficially interested in 191,011,925 Ordinary Shares, which would
represent 29.99 per cent. of the issued Ordinary Share capital of Petards.
The tender price of 0.70 pence per Ordinary Share represents a 27.27 per cent.
increase or a premium of 0.15 pence per share over the closing middle market
price on 26 May 2010, being the last practicable date prior to the publication
of this advertisement. At that date the bid and offer prices were 0.50 pence
and 0.60 pence respectively with a middle market price of 0.55 pence per
Ordinary Share.
The Tender Offer is conditional on the receipt by Water Hall of tenders
totalling not less than 6,367,065 Ordinary Shares, representing one per cent. of
the issued Ordinary Shares on 26 May 2010 (the latest practicable date prior to
the publication of this advertisement). This condition may not be waived.
Accordingly, if the condition is not satisfied by 1.00 p.m. on 18 June 2010, the
Tender Offer will be void. Subject to this, all tenders will be irrevocable.
Ordinary Shares successfully tendered will be acquired by Water Hall fully paid
and free from all liens, charges, equitable interests and encumbrances and
together with all rights attaching thereto, including the right to all dividends
and other distributions declared, made or paid after the date of this
advertisement and the right to attend and vote at any general meeting of Petards
after the Tender Offer has closed. The Tender Offer will close at 1.00 p.m. on
18 June 2010. No tenders received after that time will be accepted.
A Tender Form and Circular will be despatched as soon as possible to each
Shareholder whose name appears on the register of members at the close of
business on 26 May 2010 or within 48 hours thereafter. Shareholders who hold
Ordinary Shares in certificated form wishing to tender Ordinary Shares should
complete and return the Tender Form in accordance with the instructions set out
on it. The completed and signed Tender Form, together with relevant share
certificate(s) and/or other document(s) of title,should either be sent by post
or delivered by hand during normal business hours only to Share Registrars
Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL, as
soon as possible, and in any event, so as to be received not later than 1.00
p.m. on 18 June 2010. If the Ordinary Shares which you wish to tender are held
in uncertificated form, you must transfer (by means of a TTE instruction) the
number of Ordinary Shares which you wish to tender under the Tender Offer to an
escrow balance, specifying Share Registrars Limited, (in its capacity as a CREST
receiving agent under its Participant ID 7RA36 and member account ID WGPPGP01)
as the Escrow Agent, as soon as possible and in any event so that the transfer
to escrow settles by not later than 1.00 p.m. on 18 June 2010. If you are a
CREST Sponsored Member, you should refer to your CREST Sponsor before taking any
action.
All questions as to the number of Ordinary Shares tendered and the validity,
eligibility (including the time of receipt) and acceptance for payment of any
tender of Ordinary Shares will be determined by RCM in its sole discretion,
which determination shall be final and binding on all of the parties (except as
otherwise required under applicable law). RCM reserves the absolute right to
reject any or all tenders they determine not to be in proper form or the
acceptance or payment for which may, in the opinion of RCM, be unlawful.
Water Hall reserves the right to require any Shareholder whose registered
address is outside the United Kingdom or who is a citizen or national of, or
resident in, a jurisdiction outside the United Kingdom, to provide evidence of
compliance with all laws of any jurisdiction applicable to him in connection
with his tendering of Ordinary Shares.
Provided that tenders totalling more than 1% of the voting rights of all
Ordinary Shares are duly received, payment of the price due to Shareholders
whose tenders are accepted will be made on 25 June 2010 by cheque despatched by
first class post to the person or agent whose name and address (outside the
United States, Canada, Australia, New Zealand, South Africa and Japan) is set
out in Box 1 (or, if relevant, Box 4) of the Tender Form or, if none is set out,
to the registered address of the tendering Shareholder or, in the case of joint
holders, the address of the first named.
For further information:
Water Hall Group plc
+44 (0) 1483 452 333
Raschid Abdullah
Religare Capital Markets
Emily Staples
+44(0) 207 444 0800
Daniel Briggs
+44(0) 207 444 0500
www.religarecm.com
<ENDS>
This information is provided by RNS
The company news service from the London Stock Exchange
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