TIDMPEG
RNS Number : 6698R
Petards Group PLC
29 October 2013
29 October 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
Petards Group plc
("Petards" or "the Company")
Recommended Offer
for the entire issued and to be issued share capital of Water
Hall Group plc
Offer Update
Notice of Closing of the Offer
Background
On 1 July 2013 the boards of Water Hall and Petards announced
the terms of a recommended offer to be made by Petards for the
entire issued and to be issued ordinary share capital of Water Hall
(the "Offer"). The full terms of, and conditions to, the Offer and
the procedure for acceptance were set out in the offer document
issued by Petards on 23 July 2013 (the "Offer Document").
On 30 August 2013 the Offer was declared unconditional in all
respects.
The Offer will continue to remain open for acceptances until
1:00 p.m. on 11 December 2013 following which the Offer will
lapse.
The capitalised terms used in this announcement have the meaning
given to them in the Offer Document.
Level of Acceptances
As at close of business on 24 October 2013, Petards had received
valid acceptances from Water Hall Shareholders in respect of
81,182,743 representing approximately 92.63% of the existing issued
ordinary share capital of Water Hall which may count toward
satisfaction of the acceptance condition to the Offer (as set out
in paragraph 1(a) of Part A of Appendix 1 of the Offer
Document).
These acceptances include acceptances received in respect
of:
(i) 10,068,254 Water Hall Shares (representing approximately
11.49% of the existing ordinary share capital of Water Hall) which
were subject to irrevocable commitments procured by Petards from
the Water Hall Directors; and
(iii) 56,196,368 Water Hall Shares (representing approximately
64.12% of the existing ordinary share capital of Water Hall) which
were subject to irrevocable commitments procured by Petards from
certain other Water Hall Shareholders.
Neither Petards nor its associates have any other outstanding
irrevocable commitments or letters of intent to accept the
Offer.
Extension of the Offer Period
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, has been extended to, and will remain
open for acceptance until 1:00 p.m. on 11 December 2013, following
which time the Offer will lapse.
Acceptance of the Offer
Water Hall Shareholders who have not yet accepted, and wish to
accept, the Offer should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out in the
Offer Document (including, in the case of certificated Water Hall
Shares, the Form of Acceptance) sent to Water Hall Shareholders on
23 July 2013.
Settlement of Consideration
Settlement of the consideration to which any Water Hall
Shareholder is entitled under the Offer will be effected (in the
manner set out in paragraph 15 of Part II of the Offer Document)
and in the case of acceptances received, complete in all respects,
after 30 August 2013 but while the Offer remains open for
acceptance, within 14 days of such receipt.
Compulsory acquisition and cancellation of trading of Water Hall
Shares
As set out in the Offer Document, as Petards has received valid
acceptances in respect of more than 90 per cent. of Water Hall's
issued share capital and the Offer has been declared unconditional
in all respects, Petards now intends to exercise its rights
pursuant to the provisions of sections 979 to 991 (inclusive) of
the Companies Act to acquire compulsorily the remaining Water Hall
Shares on the same terms as the Offer. Petards has initiated the
process to acquire compulsorily the remaining Water Hall Shares in
respect of which the Offer has not been validly accepted. Petards
will post notices to the holders of Offer Shares who have not
validly accepted the Offer, on or around 30 October 2013, informing
them that it proposes to acquire compulsorily their Water Hall
Shares under the provisions of section 974 to 991 of the 2006 Act
on the same terms of the Offer.
The compulsory acquisition procedure is expected to be completed
on, or shortly after, 11 December 2013, being 6 weeks from the date
of the compulsory acquisition notice.
For further information:
Petards Group plc www.petards.com
Andy Wonnacott Finance Director Tel: 0191 420 3000
WH Ireland Limited www.wh-ireland.co.uk
Mike Coe /John Wakefield Tel: 0117 945 3470
IMPORTANT INFORMATION
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Petards and no one
else in connection with the Offer and will not be responsible to
anyone other than Petards for providing the protections afforded to
clients of WH Ireland nor for providing advice in relation to the
Offer or any other matter or arrangement referred to in this
Announcement.
Please be aware that addresses, electronic addresses and certain
other information provided by Water Hall Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Water Hall may be provided to Petards during
the Offer Period as required under Section 4 of Appendix 4 of the
Code.
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Copies of this announcement will be available free of charge on
Petards' website at www.petards.com by no later than noon (London
time) on the day following this announcement. For the avoidance of
doubt, the content of that website is not incorporated into and
does not form part of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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