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Deepverge PLC - Allotment of Shares Following Close of Offer

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

RECOMMENDED 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 £25,000.

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

(Nominated Adviser to DeepVerge)

Neil Baldwin/Andrew Emmott

+44 (0) 113 370 8974

 

Mo PR (Financial PR adviser to DeepVerge)

 

 

Mo Noonan

 

+44 (0) 7876 444977

Modern Water plc                                                     

 

Cairn Financial Advisers LLP (Nominated Adviser, financial adviser and Rule 3 adviser to Modern Water)

 

Dr Nigel Burton

 

Sandy Jamieson/James Lewis

 

+44 (0) 7785 234447

 

 

+44 (0) 20 7213 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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