TIDMHAL TIDMHALO
RNS Number : 4351H
HaloSource Inc
12 March 2018
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD
BE UNLAWFUL.
12 March 2018
HaloSource, Inc.
("HaloSource" or the "Company")
Proposed Re-Domicile to the British Virgin Islands,
Change of Name to HaloSource Corporation
and
Notice of Special Meeting
HaloSource, Inc. (HAL.LN, HALO.LN), the global clean water
technology company traded on the London Stock Exchange's AIM
market, announces a proposed relocation of its corporate domicile
from Washington State, USA, to the British Virgin Islands (BVI) and
a change of name to HaloSource Corporation ("New HaloSource") (the
"Proposals").
As part of the re-domicile, which will be effected by means of a
reverse triangular reincorporation merger under Washington State
law, shareholders and the number of outstanding shares will not
change - each Company shareholder will receive 1 share of New
HaloSource in exchange for each 1 Company share they hold.
Immediately after the merger, New HaloSource will continue the
business of the Company with no material alteration, other than the
jurisdiction of incorporation. New HaloSource's shares will
continue to be listed on AIM.
The Proposals are subject to approval by not less than
two-thirds of the of the Company's outstanding Common Shares.
If the Re-domicile Proposal is approved by HaloSource Inc
Shareholders, then:
-- the Reverse Triangular Merger will occur and the Company will
issue New HaloSource Shares to HaloSource Shareholders in exchange
for their HaloSource Shares on a 1:1 basis, at which point
HaloSource will become a wholly owned subsidiary of New HaloSource.
Accordingly, immediately upon the Merger becoming effective, a
HaloSource Shareholder will have the same proportionate interest in
the profits, net assets and dividends of New HaloSource as they
have in HaloSource immediately prior to Admission;
-- New HaloSource will be admitted to trading on AIM, and
contemporaneously HaloSource will be delisted from AIM and trading
in its HaloSource Shares (represented by depositary interests) on
AIM will be cancelled so that effectively New HaloSource will
replace HaloSource as the AIM listed entity; and
-- the existing depositary arrangements over the HaloSource Inc
Shares will terminate and the Depository will issue DIs in respect
of the underlying New HaloSource Shares. The DIs will be created
and issued pursuant to the terms of a Deed Poll, which will govern
the relationship between the Depository and the holders of DIs. DIs
will be credited to the CREST accounts of Shareholders who submit a
TTE instruction to Euroclear for those HaloSource Inc Shares that
were enabled for settlement through CREST immediately prior to the
Merger. Non receipt of instruction will result in the default
issuance of a share certificate. Holders of New HaloSource Shares
in certificated form who wish to hold DIs through the CREST system
may be able to do so and should contact the Depository.
Following implementation of the Merger, the HaloSource Group's
principal activities will continue to be the provision of clean
water technology solutions to the growing issue of water stress
with no material alteration, other than the jurisdiction of
incorporation. Operations and employees previously in Washington
will remain in Washington, and likewise international operations
will be unaffected.
Details of the Proposals and Merger are set out in the Circular
which will be sent to HaloSource Shareholders in due course and
will be available on HaloSource's website at
www.halosource.com.
Pursuant to the application for the admission of New HaloSource
to trading on AIM, New HaloSource will shortly publish an AIM
Schedule One announcement ("Schedule One Announcement") together
with an Appendix to that announcement ("Appendix") which contains
more information about the Proposals and New HaloSource. The
Schedule One Announcement, together with the Appendix, will shortly
be made available for viewing on HaloSource's website at
www.halosource.com.
If the Proposals are implemented, the Company's registered
office will change to Nerine Chambers, PO Box 905, Road Town,
Tortola, British Virgin Islands.
Reasons for the re-domiciliation
Since 2010 the Company's shares have been listed for trading on
AIM. As a United States corporation, the Company is subject to the
Securities Act of 1933, the Securities Exchange Act of 1934, and
the jurisdiction and rules of the US Securities Exchange
Commission, and among those rules are Rule 144 and Regulation S
that together require the Company to issue, in connection with any
private offering to foreign purchasers, shares that bear
restrictive legends requiring paper certificates, and the legend
must be maintained for one year before dematerialisation, allowing
electronic trading. For the purposes of US laws, the Company is a
private, not a public, issuer. In 2015, the EU Regulation on
Central Securities Depositories was implemented and as a result the
AIM Rules for Companies were amended to require that all shares
traded on AIM must be eligible for electronic settlement and not
solely restricted to paper certificates.
Since the initial AIM IPO of the Company's shares as depositary
receipts, purchasers of newly issued shares have been required to
hold their shares either as paper certificates or in a restricted
electronic trading line for at least one year, and in some cases
indefinitely, limiting the Company's ability to easily conduct
offerings and raise funds, as well as limiting liquidity in the
trading of the Company's shares.
The Company's reasons for the Merger are specifically to remove
what the Directors believe is an impediment to the Company raising
additional capital. As a BVI company, HaloSource Corporation will
have its listed shares fully tradable in electronic form, paper
certificates will no longer be required for newly issued
shares.
Notice of Special Meeting
In order to effect the Proposals, shareholders will be asked to
vote on resolutions set out in the Circular which will shortly be
posted to shareholders, at a Special Meeting of the Company to be
held on 11 April 2018 at 9.30 a.m. Pacific daylight time, at the
offices of the Company located at 1725 220th Street SE, Suite 103,
Bothell, Washington 98021.
Expected timetable of principal events
Latest date for receipt of Forms 6 April 2018
of Instruction
Latest date for receipt of Forms 9 April 2018
of Proxy
Time and date of Shareholder Meeting 9.30 a.m. PST
to approve the Reverse Triangular on 11 April
Merger and Re-domicile Proposal 2018
Last day of trading of HaloSource 12 April 2018
Inc on AIM
Effective Date of the Merger 13 April 2018
Admission and commencement of dealings 08:00 a.m.
of New HaloSource Shares on AIM on 13 April
2018
CREST accounts expected to be credited 13 April 2018
by
Despatch of definitive share certificates 20 April 2018
by
Note:
The times and dates may be subject
to change.
Admission Statistics
Number of New HaloSource Shares in issue
on Admission 563,005,776
Number of New HaloSource Shares under
option on Admission 7,277,860
Number of New HaloSource Shares on a
fully diluted basis on Admission (1) 570,283,636
TIDM HALO, HAL
International Securities Identification Restricted
Number ("ISIN") line: VGG425271126
Unrestricted
line: VGG425271043
Enquiries:
HaloSource, Inc.
James Thompson, Chief Executive
Officer +1 425 419 2258
Craig Crowell, Chief Financial
Officer +1 425 419 2248
Cantor Fitzgerald Europe
(Nominated Adviser and
Broker)
Andrew Craig, Richard Salmond,
David Foreman +44 207 894 7000
Unless otherwise stated, defined terms have the meaning given to
them in the Schedule One and Schedule One Appendix which have been
issued by the Company today.
About HaloSource
HaloSource, Inc. innovates and integrates technologies to
deliver clean drinking water solutions to partners with trusted
brands around the world. The Company works with scientists and
industry experts across the globe in search of new ways to improve
drinking water quality and has been awarded more than 30 patents
for its ground-breaking chemistries, which provide safe drinking
water for more than 10 million consumers globally. The Company's
class-leading HaloPure(R) Drinking Water technology has the highest
global certifications, including registration with the US EPA.
Founded in Seattle, Washington, HaloSource has grown to become
an influential leader in drinking water purification. 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.
The HaloPure(R) and astrea(R) brands are registered trademarks
of HaloSource, Inc. All other trademarks, brand names or product
names belong to their respective holders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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