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RNS Number : 6277F
Deepverge PLC
17 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
17 NOVEMBER 2020
RECOMMED ALL SHARE OFFER
for
MODERN WATER PLC
by
DEEPVERGE PLC
ALLOTMENT OF SHARES FOLLOWING CLOSE OF OFFER
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 17 November 2020, the closing date of the
Offer, valid acceptances had been received from shareholders of
Modern Water in respect of a total of 520,323,686 Modern Water
Shares, representing approximately 93.47% of the issued share
capital of Modern Water.
The percentages of Modern Water Shares referred to in this
announcement are based upon a figure of 556,693,214 Modern Water
Shares in issue at close of business on 16 November 2020. (This
number has increased by 32,000,000 since the issue of the Offer
Document).
The Company has today allotted 9,612,946 New DeepVerge Shares in
respect of the valid acceptances under the Offer since 9 November
2020, and application will be made for these shares to admitted to
trading on AIM ("Admission"). Admission is expected on Monday 23
November 2020.
Compulsory acquisition
DeepVerge has now unconditionally contracted to acquire not less
than 90 per cent. in nominal value of the Modern Water Shares to
which the Offer relates and not less than 90 per cent. of the
voting rights attaching to such Modern Water Shares. Accordingly,
DeepVerge will begin the implementation of the compulsory
acquisition procedure to acquire the remaining Modern Water Shares
under Chapter 3 of Part 28 of the Companies Act, as contemplated by
the Offer Document.
Settlement
The consideration due to accepting Modern Water Shareholders is
expected to be despatched on or before 1 December 2020, in respect
of acceptances complete in all respects and received not later than
1.00 p.m. on 17 November 2020.The New DeepVerge Shares to be
admitted on 23 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.
Share allotment
The Company also announces that it has today allotted 81,967
shares to a service provider at a price of 30.5 pence per share in
settlement of a debt of GBP25,000.
Application has been made for these shares to be admitted to
trading on AIM ("Admission"). Admission is expected to be on or
about 23 November 2020. These shares will rank pari passu with the
ordinary shares of the Company in issue.
Total Voting Rights
The Company's total issued share capital, following the issue of
the new Ordinary Shares, will be 165,877,296 ordinary shares of 0.1
pence per share. As the Company does not hold any shares in
Treasury, this figure may be used by shareholders in the Company as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company following
Admission.
Ross Andrews, Chairman commented:
"The closing of the offer for Modern Water increases DeepVerge's
global footprint offering cross-selling opportunities from offices
and laboratories in the US, UK, Ireland, China and Japan.
I take this opportunity to welcome new colleagues and look
forward to working with them in the enlarged Group."
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.
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
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