TIDMWTL
RNS Number : 8827W
Waterlogic PLC
12 November 2014
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
12 November 2014
RECOMMENDED CASH ACQUISITION
OF
WATERLOGIC PLC
BY
POSEIDON BIDCO LIMITED (A NEWLY INCORPORATED COMPANY OWNED BY
THE EPIC FUNDS, WHICH ARE MANAGED BY CASTIK CAPITAL S.À R.L.)
TO BE EFFECTED
BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER ARTICLE 125 OF THE COMPANIES (JERSEY) LAW 1991, AS
AMENDED
AT A PRICE OF 151 PENCE PER WATERLOGIC SHARE
Summary
-- Poseidon Bidco Limited ("Poseidon") is pleased to announce
that it has reached agreement with the Waterlogic Independent
Directors on the terms of a unanimous recommended cash Acquisition
pursuant to which Poseidon will acquire the entire issued and to be
issued share capital of Waterlogic.
-- Under the terms of the Acquisition, Waterlogic Shareholders
will be entitled to receive 151 pence in cash for each Waterlogic
Share held.
-- The consideration of 151 pence for each Waterlogic Share
values the entire issued and to be issued share capital of
Waterlogic at approximately GBP122.6 million ($195.2 million) and
represents a premium of approximately:
o 58.1 per cent. to the average Closing Price of 95.5 pence per
Waterlogic Share over the three months prior to 11 November 2014,
being the last Business Day prior to the Announcement Date;
o 42.5 per cent. to the Closing Price of 106 pence per
Waterlogic Share on 27 June 2014, being the last Business Day prior
to the date of Waterlogic's announcement on 30 June 2014 that it
was commencing a review of strategic options available to maximise
value for Waterlogic Shareholders, including a Formal Sale Process;
and
o 32.5 per cent. to the Closing Price of 114 pence per
Waterlogic Share on 11 November 2014, being the last Business Day
prior to the Announcement Date.
-- It is intended that the Acquisition will be implemented by
way of a Court sanctioned scheme of arrangement under Article 125
of the Jersey Companies Law although Poseidon reserves the right to
proceed by way of a Takeover Offer, should it wish to do so and
with the consent of the Panel.
-- The Waterlogic Directors have undertaken a review of the
strategic options for the business, as part of which they conducted
a Formal Sale Process in respect of the Company, as more fully
described in the main body of the Announcement, following which,
the Waterlogic Independent Directors have concluded that the sale
of the Company to Poseidon is in the best interests of, and
delivers attractive value for, Waterlogic Shareholders, as a
whole.
-- The Board of Waterlogic has constituted an independent
committee consisting of the Waterlogic Directors other than members
of Management (for the reasons referred to below) to evaluate the
Acquisition.
-- The Waterlogic Independent Directors, who have been so
advised by Baird, consider the terms of the Acquisition to be fair
and reasonable. In providing its advice, Baird has taken into
account the commercial assessments of the Waterlogic Directors.
-- Accordingly, the Waterlogic Independent Directors intend to
recommend unanimously that Scheme Shareholders vote in favour of
the Scheme. Poseidon has received irrevocable undertakings from
each of the Waterlogic Independent Directors who are interested in
Waterlogic Shares to vote, or procure the vote, in favour of the
Scheme at the Court Meeting and in favour of the Special Resolution
and Management Arrangements Resolution to be proposed at the
General Meeting, in respect of a total of 19,563,170 Waterlogic
Shares, representing, in aggregate, approximately 25.18 per cent.
of the existing issued ordinary share capital of Waterlogic.
-- Poseidon has also received irrevocable undertakings to vote,
or procure the vote, in favour of the Scheme at the Court Meeting
and in favour of the Special Resolution and Management Arrangements
Resolution to be proposed at the General Meeting from certain
institutional and other Waterlogic Shareholders in respect of
27,636,196 Waterlogic Shares, representing, in aggregate,
approximately 35.57 per cent. of the existing issued ordinary share
capital of Waterlogic.
-- In aggregate, therefore, Poseidon has received irrevocable
undertakings to vote, or procure the vote, in favour of the
Resolutions in respect of a total of 47,199,366 Waterlogic Shares,
representing, in aggregate, approximately 60.76 per cent. of the
existing issued ordinary share capital of Waterlogic.
-- Poseidon has also received an irrevocable undertaking from
Jeremy Ben-David, Waterlogic's Group Chief Executive Officer, to
vote, or procure the vote, in favour of the Special Resolution at
the General Meeting in respect of 20,004,138 Waterlogic Shares
representing, in aggregate, approximately 25.75 per cent. of the
existing issued ordinary share capital of Waterlogic. This
irrevocable undertaking commits Jeremy Ben-David not to support or
to vote (or procure the vote) in favour of any competing proposal
made by a third party prior to the Scheme having become Effective
or lapsed and will continue to bind him following the lapse of the
Scheme in respect of any such competing proposal.
-- In addition, Poseidon has also received irrevocable
undertakings from Peter Cohen and Robert Bell to vote, or procure
the vote, in favour of the Scheme at the Court Meeting and to vote,
or procure the vote, in favour of the Special Resolution at the
General Meeting in respect of 75,000 Waterlogic Shares,
representing, in aggregate, approximately 0.10 per cent. of the
existing issued ordinary share capital of Waterlogic.
-- In aggregate, therefore, Poseidon has received irrevocable
undertakings to vote, or procure the vote, in favour of the Scheme
at the Court Meeting in respect of a total of 47,274,366 Waterlogic
Shares, representing, in aggregate, approximately 83.56 per cent.
of the Waterlogic Shares eligible to vote in respect of the
resolution to approve the Scheme at the Court Meeting.
-- Poseidon is an entity which has been incorporated for the
purposes of making the Acquisition. The cash consideration payable
under the terms of the Acquisition will be funded by equity
financing to be provided by EPIC Funds, which are managed by Castik
Capital S.à r.l., and bank facilities of up to GBP69m to be
provided by Santander UK plc, GE Corporate Finance Bank SAS, HSBC
Bank plc, ING Bank N.V., London Branch and Société Générale London
Branch.
-- Poseidon and Management have entered into arrangements which
document how the parties intend to work together following
completion of the Acquisition (together, the "Management
Arrangements"). As at 11 November 2014, being the last Business Day
prior to the Announcement Date, Management held, in aggregate, an
interest in approximately 25.85 per cent. of the issued share
capital of Waterlogic.
-- As a result of the different consideration to be received for
the Waterlogic Shares in which he is beneficially interested
pursuant to the Management Arrangements, Jeremy Ben-David is not
considered to be independent for the purposes of the Code and he
will not be entitled to vote on the resolution to approve the
Scheme at the Court Meeting or on the Management Arrangements
Resolution at the General Meeting. The Waterlogic Shares in which
he is beneficially interested will nevertheless be Scheme Shares
but the registered holder of those Scheme Shares will be treated as
a separate class of Scheme Shareholder for the purposes of the
Scheme. Jeremy Ben-David (on behalf of the registered holder of the
Waterlogic Shares in which he is beneficially interested) has
irrevocably undertaken to be bound by the Scheme.Peter Cohen and
Robert Bell are entitled to vote in respect of the resolution to
approve the Scheme to be proposed at the Court Meeting and their
Waterlogic Shares will be Scheme Shares but they are not entitled
to vote in respect of the Management Arrangements Resolution at the
General Meeting. All members of Management are entitled to vote in
respect of the Special Resolution at the General Meeting.
-- The Management Arrangements are subject to the approval of
Waterlogic Independent Shareholders representing a majority of
votes cast (either in person or by proxy) on the Management
Arrangements Resolution at the General Meeting and such approval is
a Condition to the Scheme becoming Effective.
-- The Acquisition will be conditional, inter alia, on the
satisfaction or, where applicable, waiver of the Conditions and to
certain further terms set out in Appendix I to this Announcement
and to be set out in the Scheme Document. Further details of the
Scheme (including the expected timetable in relation thereto) and
the procedures to be followed by Waterlogic Shareholders to vote in
connection with the Scheme at the Court Meeting and the General
Meeting will be set out in the Scheme Document.
-- The Scheme Document, which will contain further information
about the Acquisition and the notices of the Court Meeting and the
General Meeting, together with Forms of Proxy for use thereat, will
be posted to Waterlogic Shareholders as soon as practicable and,
unless the Panel otherwise consents, within 28 days of the
Announcement Date.
Commenting on the Acquisition, Ariel Recanati, Non-Executive
Chairman of Waterlogic, said:
"Poseidon's recommended cash offer announced today provides
Waterlogic Shareholders with the opportunity to exit their
investment at a significant premium, while also providing
Waterlogic with the solid platform it needs in order to continue
its Commercial and Consumer investment plans and to remain at the
forefront of consolidation in its industry. Poseidon's recommended
cash offer represents the culmination of an extensive strategic
review and Formal Sale Process that the Waterlogic Independent
Directors believe delivers attractive value to Waterlogic
Shareholders as a whole."
Commenting on the Acquisition, Michael Phillips of EPIC Funds,
said:
"Waterlogic is a leading provider of POU systems with strong
market positions across a range of international operations. Our
strategy is to deploy significant capital to support the growth of
the business, both organically and via acquisitions, which would
not otherwise be available to Waterlogic as a quoted company
suffering from limited liquidity. We are excited to be partnering
with Management to deliver a strategy to consolidate the water
market further, potentially both in terms of POU and BWC units.
Waterlogic has built an enviable position through its technology
leadership and we look forward to leveraging this international
platform."
Enquiries:
Waterlogic
Ariel Recanati, Non-Executive Chairman Via Baird
Jeremy Ben-David, Group Chief Executive Officer
Robert W. Baird (Financial Adviser and Rule 3
Adviser to Waterlogic)
Vinay Ghai Tel: +44 (0)207
667 8225
Steve Guy Tel: +1 (414) 765
7247
Liberum (Nominated Adviser and Broker to Waterlogic)
Steve Pearce Tel: +44 (0)20 3100
2000
Richard Bootle
Redleaf Polhill (PR Adviser to Waterlogic)
Rebecca Sanders Hewett / David Ison Tel: +44 (0)207
382 4730
waterlogic@redleafpr.com
Altium, financial adviser to Castik/EPIC Funds/Poseidon
Phil Adams Tel: +44 (0)845
505 4343
Adrian Reed/Paul Lines
CNC, Financial PR adviser to Castik/EPIC Funds/Poseidon
Alistair Hammond Tel: +44 203 116
6825
This summary should be read in conjunction with, and is subject
to, the following full Announcement and the Appendices. The
Acquisition will be subject to the conditions and further terms set
out in Appendix I to this Announcement and the further terms and
conditions to be set out in the Scheme Document. The bases and
sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement.
A summary of the irrevocable undertakings given by the
Waterlogic Independent Directors and the irrevocable undertakings
given by certain other Waterlogic Shareholders is contained in
Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Robert W. Baird Limited, which is authorised and regulated by
the FCA, is acting exclusively as financial advisor to Waterlogic
and for no one else in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than
Waterlogic for providing the protections afforded to clients of
Robert W. Baird Limited nor for providing advice in relation to the
matters referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Waterlogic and for no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Waterlogic for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the matters referred to in this
Announcement.
Altium Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively as financial advisor to Poseidon and
Castik and for no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than Poseidon and Castik for providing the protections afforded to
clients of Altium Capital Limited nor for providing advice in
relation to the matters referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell, exchange or subscribe for, or an invitation to purchase or
otherwise subscribe for, any securities or the solicitation of any
vote or approval or of an offer to buy, exchange or subscribe for,
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme Document and
the Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any decision in respect of, or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document and Forms of Proxy which will
accompany it. Waterlogic and Poseidon will prepare the Scheme
Document to be distributed to Waterlogic Shareholders. Waterlogic
and Poseidon urge Waterlogic Shareholders to read the Scheme
Document when it becomes available because it will contain
important information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Jersey may be
restricted by law and, therefore, persons who are subject to the
laws of any jurisdiction other than the United Kingdom and Jersey
should inform themselves about, and observe, any applicable
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or Jersey to vote their Waterlogic
Shares at the General Meeting or, with respect to the Scheme, the
Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at a Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
This Announcement has been prepared for the purposes of complying
with the Code and the AIM Rules and the information disclosed may
not be the same as that which would have been disclosed if the
Announcement had been prepared in accordance with the laws of
jurisdictions outside of the United Kingdom or Jersey.
Unless otherwise determined by Poseidon or required by the Code
or the Panel and unless permitted by applicable law and regulation,
the Acquisition will not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise determined by Poseidon and permitted by applicable law
and regulation), the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Unless otherwise determined by Poseidon or required by the Code or
the Panel and unless permitted by applicable law and regulation,
copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this Announcement and all documents (including custodians, nominees
and trustees) relating to the Acquisition should observe these
restrictions and should not mail or otherwise forward, distribute
or send this Announcement or documents relating to the Acquisition
in or into or from any Restricted Jurisdiction.
Further details in relation to overseas Waterlogic Shareholders
will be contained in the Scheme Document.
Poseidon reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which
would apply to the Acquisition.
The Acquisition relates to the shares in a Jersey company and is
proposed to be made by means of a scheme of arrangement provided
for under Jersey company law. The scheme of arrangement will relate
to the shares of a Jersey company that is a 'foreign private
issuer' as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy and tender offer rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in Jersey and
under the Code to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy
and tender offer rules.
Unless specifically stated otherwise, financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the UK or Jersey
that may not be comparable to the financial statements of US
companies.
Please be aware that the addresses, electronic addresses and
certain other information provided by Waterlogic Shareholders,
persons with information rights and other relevant persons in
connection with receipt of communications from Waterlogic may be
provided to Poseidon during the offer period as required under
Section 4 of Appendix 4 of the Code.
Cautionary note regarding forward-looking statements
This Announcement, oral statements made by or on behalf of
Poseidon and/or Waterlogic regarding the Acquisition and other
information published by or on behalf of Poseidon and/or Waterlogic
or their respective affiliates may contain certain statements that
are or may be forward-looking. These statements are based on the
assumptions and assessments made by Waterlogic and/or Poseidon in
light of their experience and their perceptions of historical
trends, current conditions, future developments and other factors
they believe appropriate and are naturally subject to uncertainty
and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects
of the Acquisition, the expected timing and scope of the
Acquisition, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all
other statements in this Announcement other than historical facts.
Forward-looking statements include, without limitation, statements
that typically contain words such as: "will", "may", "should",
"could", "continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. By their nature, forward-looking statements
involve risks, changes in circumstances and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the ability of
the person making the statement to control or estimate precisely.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. Other
unknown or unpredictable factors could also cause actual results to
differ materially from those in the forward-looking statements.
Therefore, Waterlogic Shareholders, investors and other persons
should not place undue reliance on such statements because, by
their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and management's plans and objectives, to differ
materially from those expressed or implied in the forward-looking
statements.
The inclusion of forward-looking statements in this Announcement
should not be regarded as a representation by the Poseidon Group or
the Waterlogic Group that the Poseidon Group's or the Waterlogic
Group's objectives will be achieved.
Poseidon and Waterlogic and their respective affiliates assume
no obligation and do not intend to revise or update any
forward-looking statements contained in this Announcement, whether
as a result of new information, future events or otherwise, except
as required by law or regulation.
Responsibility and consents
The Poseidon Directors (all of whose names will be set out in
the Scheme Document) accept responsibility for the information
contained in this Announcement relating to Poseidon, the Poseidon
Group and themselves and their immediate families, related trusts
and connected persons and the opinions of the Poseidon Directors in
relation to the Acquisition. To the best of the knowledge and
belief of the Poseidon Directors (who have taken all reasonable
care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Waterlogic Directors (all of whose names will be set out in
the Scheme Document) accept responsibility for the information
contained in this Announcement relating to Waterlogic, the
Waterlogic Group and themselves and their immediate families,
related trusts and connected persons (other than the
recommendations and opinions of the Waterlogic Independent
Directors in respect of the Acquisition and the Management
Arrangements which are the responsibility of the Waterlogic
Independent Directors). To the best of the knowledge and belief of
the Waterlogic Directors (who have taken all reasonable care to
ensure that such is the case), such information for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Waterlogic Independent Directors (all of whose names will be
set out in the Scheme Document) accept responsibility for the
information contained in this Announcement relating to the
recommendations and opinions of the Waterlogic Independent
Directors in respect of the Acquisition and the Management
Arrangements. To the best of the knowledge and belief of the
Waterlogic Independent Directors (who have taken all reasonable
care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Altium Capital Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Robert W. Baird Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Liberum Capital Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate. No statement in this Announcement
should be interpreted to mean that the profits or earnings per
share of (i) Poseidon as enlarged by the Acquisition, and / or (ii)
Waterlogic for current or future financial years will necessarily
match or exceed the historical or published profits or earnings per
share of Waterlogic.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror during the Offer
Period. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this Announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Waterlogic's website at
www.waterlogic.com by no later than 12 noon (London time) on the
Business Day following the date of this Announcement.
A copy of this Announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Castik's website at www.castik.lu by
no later than 12 noon (London time) on the Business Day following
the date of this Announcement.
Neither the content of the websites referred to in this
Announcement nor the content of any websites accessible from
hyperlinks on Waterlogic's or Castik's website (or any other
website) is incorporated into, or forms part of, this
Announcement.
Neither Poseidon nor Waterlogic (nor any of their respective
directors, officers, employees, agents or advisers) make any
representation or warranty (express or implied), or give any
guarantee in this Announcement as to the accuracy or completeness
of the information on the websites referred to above (nor any other
website) nor the contents of any website accessible from hyperlinks
on any such website, nor shall they be liable for any loss or
damage of any kind, direct or indirect, that any person may suffer
as a result of using these websites or acting in reliance on the
information on such websites. Persons who access such websites
shall do so subject to the terms (if any) stated on those
websites.
You may request a hard copy of this Announcement (and any
information incorporated by reference in it) by contacting Alex
Ballantine of Robert W. Baird Limited at aballantine@rwbaird.com or
by submitting a request in writing to Alex Ballantine at Robert W.
Baird Limited, 15 Finsbury Circus, London EC2M 7EB or Paul Lines of
Altium Capital Limited at paul.lines@altium.co.uk or by submitting
a request in writing to Paul Lines at Altium Capital Limited, 5th
Floor, Belvedere, Booth Street, Manchester M2 4AW. Unless such a
request is made, and save as otherwise required by Rule 2.12 of the
Code, a hard copy of this Announcement (and any information
incorporated by reference in it) will not be sent to any
person.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
12 November 2014
RECOMMENDED CASH ACQUISITION
OF
WATERLOGIC PLC
BY
POSEIDON BIDCO LIMITED
(A NEWLY INCORPORATED COMPANY OWNED BY THE EPIC FUNDS, WHICH ARE
MANAGED BY CASTIK CAPITAL S.À R.L.)
TO BE EFFECTED
BY MEANS OF A SCHEME OF ARRANGEMENT
UNDER ARTICLE 125 OF THE COMPANIES (JERSEY) LAW 1991, AS
AMENDED
AT A PRICE OF 151 PENCE PER WATERLOGIC SHARE
1 Introduction
Poseidon is pleased to announce that it has reached agreement
with the Waterlogic Independent Directors on the terms of a
recommended cash Acquisition pursuant to which Poseidon will
acquire the entire issued and to be issued share capital of
Waterlogic.
2 The Acquisition
It is intended that the Acquisition will be implemented by way
of a Court sanctioned scheme of arrangement under Article 125 of
the Jersey Companies Law. The purpose of the Scheme is to enable
Poseidon to acquire the entire issued and to be issued ordinary
share capital of Waterlogic (other than the Excluded Shares). Under
the terms of the Scheme, which will be subject to the Conditions
and further terms set out below and in Appendix I to this
Announcement and to the full terms and conditions which will be set
out in the Scheme Document and the Forms of Proxy, Scheme
Shareholders will receive:
for each Waterlogic Share 151 pence in cash
The Acquisition values the entire issued and to be issued share
capital of Waterlogic at approximately GBP122.6 million ($195.2
million).
The cash consideration of 151 pence for each Waterlogic Share
represents a premium of approximately:
o 58.1 per cent. to the average Closing Price of 95.5 pence per
Waterlogic Share over the three months prior to 11 November 2014,
being the last Business Day prior to the Announcement Date;
o 42.5 per cent. to the Closing Price of 106 pence per
Waterlogic Share on 27 June 2014, being the last Business Day prior
to the date of Waterlogic's announcement on 30 June 2014 that it
was commencing a review of strategic options available to maximise
value for Waterlogic Shareholders, including a Formal Sale Process;
and
o 32.5 per cent. to the Closing Price of 114 pence per
Waterlogic Share on 11 November 2014, being the last Business Day
prior to the Announcement Date.
3 Background to and reasons for the Acquisition
The Poseidon Directors believe that the market for point-of-use
water dispensers in which Waterlogic operates is attractive and
will continue to benefit from organic growth, whilst also providing
opportunities for growth through consolidation.
The Poseidon Directors intend to provide financial and strategic
support to assist Waterlogic in its future growth plans and have a
firm strategy to continue to develop Waterlogic's platform by
making selective acquisitions across a number of key geographies in
both the POU and BWC water dispensing markets, as suitable
opportunities arise.
4 Recommendation
The Waterlogic Independent Directors, who have been so advised
by Baird, consider the terms of the Acquisition to be fair and
reasonable. In providing its advice, Baird has taken into account
the commercial assessments of the Waterlogic Directors.
Accordingly, the Waterlogic Independent Directors intend to
recommend unanimously that Waterlogic Shareholders entitled to do
so vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting, as the
Waterlogic Independent Directors who are interested in Waterlogic
Shares have irrevocably undertaken to do (or procure to be done) in
respect of their and their connected persons' entire beneficial
holdings in Waterlogic, amounting to, in aggregate, 19,563,170
Waterlogic Shares, representing, in aggregate, approximately 25.18
per cent. of the existing issued ordinary share capital of
Waterlogic.
Baird has advised the Waterlogic Independent Directors that the
terms of the Management Arrangements are fair and reasonable in so
far as the Waterlogic Independent Shareholders are concerned. The
Waterlogic Independent Directors intend to recommend unanimously
that the Waterlogic Independent Shareholders vote in favour of the
Management Arrangements Resolution at the General Meeting, as the
Waterlogic Independent Directors have irrevocably undertaken to do
(or procure to be done) in respect of their and their connected
persons' entire beneficial holdings in Waterlogic, amounting to, in
aggregate, 19,563,170 Waterlogic Shares, representing, in
aggregate, approximately 25.18 per cent. of the existing issued
ordinary share capital of Waterlogic.
5 Background to and reasons for the recommendation to Waterlogic Shareholders
Since its IPO on AIM in July 2011, Waterlogic has successfully
expanded its Commercial business through a combination of organic
growth and the completion of 11 acquisitions in Europe, the USA and
Australia. Waterlogic has also made significant progress in
developing its Consumer business, having now launched its own line
of Consumer products in the Middle East, Europe, USA and Japan, in
addition to supplying its OEM distribution partners.
The Waterlogic Directors continue to believe that Waterlogic has
a compelling growth opportunity as a global leader in POU water
dispensing technology in the broader commercial and consumer
drinking water market. The Waterlogic Directors further believe the
best way for the Company to maximise its growth potential in this
market is to continue to invest significantly in both its
Commercial and Consumer businesses and to remain at the forefront
of industry consolidation.
The above factors, coupled with the receipt of an unsolicited
approach from a third party to acquire one of its subsidiaries,
caused the Board of Waterlogic to commence a review of strategic
options available to maximise value for Waterlogic Shareholders, as
announced on 30 June 2014. This process included a potential sale
of the Company within the context of a Formal Sale Process.
After an extensive Formal Sale Process over the past five months
and a thorough evaluation of the options available to Waterlogic,
the Waterlogic Independent Directors believe that the Acquisition
represents an attractive opportunity for Waterlogic Shareholders to
realise value from their investment in cash immediately, at a
significant premium. In making their decision to recommend the
Acquisition, the Waterlogic Independent Directors have taken into
account the future growth potential of Waterlogic's equity as a
stand-alone Company quoted on AIM. However, the Waterlogic
Independent Directors equally recognise that:
(a) any such future growth is uncertain;
(b) the optimal strategy to maximise growth is to continue to
invest in the numerous growth opportunities available, pursuit of
which is currently limited by the Company's existing capital
structure, limited liquidity in its shares and current market
valuation; and
(c) it will take time for the benefits of any such investment in
the business to be realised fully.
The Waterlogic Independent Directors note Poseidon's reasons for
the Acquisition, as set out in paragraph 3 above. The Waterlogic
Independent Directors believe that this is reflected in the terms
of the Acquisition.
Taking these factors into account, the Waterlogic Independent
Directors have concluded that the terms of the Acquisition are fair
and reasonable and intend to recommend unanimously that Waterlogic
Shareholders entitled to do so vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General
Meeting.
The Formal Sale Process has now been concluded. The end of the
Formal Sale Process means that the data room which has been open to
participants is closed with immediate effect. Notwithstanding this,
other potential offerors may still announce competing proposals for
Waterlogic.
6 Management Arrangements
Poseidon and Management have entered into arrangements which
document how the parties intend to work together following
completion of the Acquisition (together, the "Management
Arrangements"). As at 11 November 2014, being the last Business Day
prior to the Announcement Date, Management held, in aggregate, an
interest in approximately 25.85 per cent. of the existing issued
share capital of Waterlogic. As part of the Management
Arrangements:
o GBP9.45 million of the sale proceeds in which Jeremy Ben-David
is beneficially interested will be represented by a loan note to be
issued by Poseidon that will be exchanged for securities in
Firewall Holding (as defined below), the indirect holding company
of Poseidon;
o Management, including Jeremy Ben-David, have also agreed
and/or will have the opportunity to invest up to approximately
$2.26 million, in aggregate, in securities of Firewall Management
MIP (as defined below), a holding company set up to hold
Management's equity investment in Firewall Holding, following the
Effective Date; and
o Management have all agreed to continue in their existing roles
following completion of the Acquisition.
It is anticipated that certain of Waterlogic's management and
employees will be invited to enter into equity incentive
arrangements to be implemented by Poseidon following completion of
the Acquisition. However, as at the date of this Announcement, no
final decision has been made in this respect.
As a result of his interest in the Management Arrangements and
the different consideration he will receive for his Waterlogic
Shares as a consequence thereof, Jeremy Ben-David is not considered
to be independent for the purposes of the Code and he will not be
entitled to vote on the resolution to approve the Scheme at the
Court Meeting or on the Management Arrangements Resolution at the
General Meeting. His Waterlogic Shares will nevertheless be Scheme
Shares but he will be treated as a separate class of Scheme
Shareholder for the purposes of the Scheme and he has irrevocably
undertaken to be bound by the Scheme.
Peter Cohen and Robert Bell are entitled to vote in respect of
the resolution to approve the Scheme to be proposed at the Court
Meeting and their Waterlogic Shares will be Scheme Shares but they
are not entitled to vote in respect of the Management Arrangements
Resolution at the General Meeting.
All members of Management are entitled to vote in respect of the
Special Resolution at the General Meeting.
Baird has confirmed that, in its opinion, the terms of the
Management Arrangements are fair and reasonable so far as
Waterlogic Independent Shareholders are concerned.
7 Irrevocable undertakings
Poseidon has received irrevocable undertakings from each of the
Waterlogic Independent Directors who are interested in Waterlogic
Shares to vote, or procure the vote, in favour of the Scheme at the
Court Meeting and in favour of the Special Resolution and
Management Arrangements Resolution to be proposed at the General
Meeting, in respect of a total of 19,563,170 Waterlogic Shares,
representing, in aggregate, approximately 25.18 per cent. of the
existing issued ordinary share capital of Waterlogic.
Poseidon has also received irrevocable undertakings to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and
in favour of the Special Resolution and Management Arrangements
Resolution to be proposed at the General Meeting from Invesco Asset
Management Limited, Universities Superannuation Scheme Limited,
Woodford Investment Management LLP and Olaf Wilhelm in respect of
27,636,196 Waterlogic Shares, representing, in aggregate,
approximately 35.57 per cent. of the existing issued ordinary share
capital of Waterlogic.
In aggregate, therefore, Poseidon has received irrevocable
undertakings to vote, or procure the vote, in favour of the Scheme
at the Court Meeting and in favour of the Special Resolution and
Management Arrangements Resolution to be proposed at the General
Meeting in respect of a total of 47,199,366 Waterlogic Shares,
representing, in aggregate, approximately 60.76 per cent. of the
existing issued ordinary share capital of Waterlogic.
Poseidon has also received an irrevocable undertaking from
Jeremy Ben-David to vote, or procure the vote, in favour of the
Special Resolution at the General Meeting in respect of 20,004,138
Waterlogic Shares representing, in aggregate, approximately 25.75
per cent. of the existing issued ordinary share capital of
Waterlogic. This irrevocable undertaking commits Jeremy Ben-David
not to support or to vote (or procure the vote) in favour of any
competing proposal made by a third party prior to the Scheme having
become Effective or lapsed and will continue to bind him following
the lapse of the Scheme in respect of any such competing
proposal.
In addition, Poseidon has also received irrevocable undertakings
from Peter Cohen and Robert Bell to vote, or procure the vote, in
favour of the Scheme at the Court Meeting and to vote, or procure
the vote, in favour of the Special Resolution at the General
Meeting in respect of 75,000 Waterlogic Shares, representing, in
aggregate, approximately 0.10 per cent. of the existing issued
ordinary share capital of Waterlogic.
In aggregate, therefore, Poseidon has received irrevocable
undertakings to vote, or procure the vote, in favour of the Scheme
at the Court Meeting in respect of a total of 47,274,366 Waterlogic
Shares, representing, in aggregate, approximately 83.56 per cent.
of the Waterlogic Shares eligible to vote in respect of the
resolution to approve the Scheme at the Court Meeting.
Further details of these irrevocable undertakings are set out in
Appendix III to this Announcement.
8 Information on Poseidon, Castik and EPIC
Poseidon is an entity which has been incorporated for the
purposes of making the Acquisition and implementing the Scheme.
Since its incorporation on 5 November 2014, Poseidon has not traded
and has not been engaged in any activities other than those
relating to its incorporation and to the Acquisition.
Poseidon is wholly owned by EPIC, a Luxembourg-based private
equity fund which had its first fund close in June 2014, having
raised EUR625 million. EPIC is able to hold investments for 10
years, allowing it to focus on developing its investments over a
long period. EPIC is managed by Castik, a Luxembourg-based entity
whose partners have invested over EUR2 billion of equity capital in
Europe.
9 Information on Waterlogic and the Waterlogic Group
Waterlogic is a leading, vertically integrated designer,
assembler, distributor and provider of POU drinking water
purification and dispensing systems and associated services.
Waterlogic offers a broad portfolio of its own branded and
third-party POU units and aftermarket parts, filters, consumables
and services, predominantly to commercial customers for use in
offices, factories, hospitals, hotels, schools, restaurants and
other workplaces. Waterlogic's leadership in water purification is
underpinned by its application of ultraviolet light ("UV")
technology ("Firewall(TM) "), for which patent protection has been
applied for (and granted in certain jurisdictions), which
guarantees 99.9999% pure water 100% of the time. Since inception in
1992, the Waterlogic Group has deployed over 780,000 units-in-field
("UIF") globally.
The Waterlogic Group utilises a multi-channel sales strategy
that includes unit rental and service, direct sales to end users,
as well as indirect sales through distribution partners. The
Waterlogic Group has sales in over 50 countries globally, with a
direct presence in Scandinavia, France, Germany, Australia and the
USA. Its products are assembled in a wholly owned facility in
China, where it has been present since 2004, and, more recently, in
a joint-venture facility in India.
In 2013, the Waterlogic Group launched its own range of POU
water dispensing consumer products utilising its Firewall(TM)
technology, in addition to supplying its OEM distribution
partners.
10 Waterlogic current trading and prospects
The following is an extract from the Chief Executive's statement
contained in the announcement of the Waterlogic Group's unaudited
interim results for the six month period ended 30 June 2014
released on 22 September 2014:
"Results and Operations
Group revenue increased by 25.1% to USD 68.3 million (H1 2013:
USD 54.5 million), including revenue of USD 1.3 million from
Waterlogic Consumer (H1 2013: USD 0.8 million). Organic revenue
growth was 5.5% (4.5% at constant exchange rates). Waterlogic
Commercial direct sales revenue experienced organic growth of 9% at
constant currency. The strongest Waterlogic Commercial growth
territory was Germany, where ongoing investment in the sales team
has driven revenue growth. There was an increase of 6% in
Waterlogic Commercial indirect sales due to strong performances
from International Trading, Germany and France.
The Group's combined gross margin for the period has increased
to 64.8%, compared to 63.1% in H1 2013 and 63.6% for FY 2013. This
is a result of the increase in higher margin rental and service
revenues delivered by the FY 2013 acquisitions, which also improved
the mix between direct and indirect sales.
Adjusted EBITDA has increased to USD 10.9 million compared to
USD 7.0 million in H1 2013. Adjusted operating profit has increased
to USD 6.8 million compared to USD 4.1 million in H1 2013,
including an adjustment for the amortisation of acquired
intangibles of USD 2.0 million (2013: USD 1.3 million).
At the end of H1, the Group had net debt of USD 30.2 million
compared to USD 31.0 million at 31 December 2013. The Group has a
five year committed multicurrency loan comprising: NOK 45.4
million, which is fully drawn at 30 June 2014 and AUD 50.8 million
of which AUD 43.9 million is drawn at 30 June 2014. The Group also
has the ability to call upon further uncommitted facilities in
order to provide funding for future acquisitions.
Net cash from operating activities was USD 4.8 million for the
period, compared to USD (1.0) million in H1 2013. The net effect of
working capital movements reported in the cash flow reflected an
inflow of USD 1.3 million (2013: outflow of USD 3.7 million). The
inflow mainly relates to lower inventory and lower trade and other
receivables, resulting from the introduction of working capital
reduction targets for the year.
During 2014 the Company discovered an accounting error at one
subsidiary. This error resulted in a restatement of the Balance
Sheet of the Group, including an adjustment to reserves at 30 June
2012 for prior periods of USD 1.1 million. The adjustment to
reserves is in respect of the over recognition of revenue and
related items that impacted the Group's reported profit and the
related Balance Sheet accounts. As a result of the findings by the
Company, amendments are being made to both control processes and
systems.
In accordance with IFRS, acquired intangibles, such as customer
relationships and brands, are recognised separately from goodwill
on acquisitions, with intangible assets subject to amortisation and
with no amortisation of goodwill. Impairment reviews of these
balances are performed at least annually, and any impairment is
recognised through the income statement. Whilst there is no current
impairment, there does remain sensitivity within our US
operations.
The Market
According to the latest Zenith West Europe Coolers Report 2013,
the number of plumbed-in mains water coolers (POU) units increased
by 6% in 2012, reaching the 1.2 million units in field mark and
taking POU's share of the cooler market to 43%. Zenith confirms the
growing POU trend by estimating that it is expected to reach 50% of
the market by 2017. The US market represents an opportunity for
continued growth where Zenith report that of the 5.5 million water
coolers in use, c.80% of these are accounted for by the traditional
bottled water cooler, whereas POU units are reported to be
continually taking share from the traditional bottled cooler,
growing consistently by 11% over the last three years. The
opportunity to convert customers away from bottled water to the
more convenient, environmentally-friendly and cost-effective
solution of POU represents a continuing opportunity for the Group
for several years to come.
Outlook
Direct sales and rental income continue to experience healthy
organic growth in several geographies. The Directors remain
confident that the solid foundations put in place together with
investment in the Group's Firewall(TM) technology, potential
acquisitions and the Group's organic business will continue to
deliver shareholder value."
There has been no significant change in the Waterlogic Group's
financial or trading position since 30 June 2014.
11 Management, employees and locations
Poseidon recognises the strength and experience of the existing
management team and employees of Waterlogic and confirms that its
current plans for Waterlogic do not include: (i) any changes to
Waterlogic Management and employees; (ii) any changes to the
principal location of the Waterlogic Group's business save for
considering the relocation of the Waterlogic Group's office in
Basingstoke elsewhere within the UK; or (iii) any redeployment of
the Waterlogic Group's fixed assets. Poseidon confirms that it has
given assurances to the Waterlogic Independent Directors that the
existing employment and pension rights of all Waterlogic employees
will be fully safeguarded on completion of the Acquisition and that
it will comply with the Waterlogic Group's pension obligation for
existing employees.
It is intended that each of the non-executive Waterlogic
Directors, being Ariel Recanati, Ziv Gil, Benoit Raillard and
Jeremy Marshall, will resign from the Waterlogic Board
conditionally upon the Scheme becoming Effective and with effect
from the Effective Date.
The Waterlogic Independent Directors have given due
consideration to Poseidon's stated intentions for the management,
employees and locations of Waterlogic when deciding to recommend
the Acquisition.
12 Waterlogic Share Incentive Schemes
Appropriate proposals will be made to Waterlogic Share Incentive
Scheme Participants and separate letters will be dispatched in due
course explaining the effect of the Acquisition on their
options/awards and setting out the specific proposals being made in
respect of their outstanding options/awards in connection with the
Scheme.
If Waterlogic Shareholders approve the relevant amendments to
the articles of association of Waterlogic to be proposed at the
General Meeting, then any Waterlogic Shares issued under the
Waterlogic Share Incentive Schemes at or prior to the Scheme Record
Time will be subject to the Scheme and any Waterlogic Shares issued
or transferred under the Waterlogic Share Incentive Schemes after
the Scheme Record Time will be transferred to Poseidon at the
Acquisition Price and otherwise on the same terms as under the
Scheme.
13 Financing the Acquisition
The Total Cash Consideration payable under the terms of the
Acquisition will be funded by:
(i) equity financing to be provided by the EPIC Funds; and
(ii) a senior facilities agreement (the "Waterlogic Facilities
Agreement") in a principal amount of up to GBP 69 million which
Poseidon has entered into with, among others, Santander UK plc. GE
Corporate Finance Bank SAS, HSBC Bank plc, ING Bank N.V., London
Branch and Société Générale London Branch.
The Waterlogic Facilities Agreement is comprised of a term loan
facility of up to GBP 69 million (the "Term Facility"), an
acquisition facility of up to GBP 34.5 million and a revolving
credit facility of up to GBP 9.5 million. The Term Facility shall
be available for drawing, subject to the satisfaction of certain
customary conditions precedent, by Poseidon for a period of up to
(i) 180 days from the date of the Waterlogic Facilities Agreement
for funds drawn to (A) finance part of the consideration payable in
respect of the Acquisition and (B) refinance certain existing
financial indebtedness of Waterlogic and its subsidiaries unless,
in each case, the offer is withdrawn prior to that time; and (ii)
90 days from the date of first utilisation of the Term Facility
(which will follow the Effective Date) for funds drawn for purposes
of facilitating any permitted debt pushdown.
Under the Waterlogic Facilities Agreement, Poseidon has agreed,
among other things, that:
(i) except as required by the Code, the Panel or the Court, not
to waive or amend any Condition set out in this Announcement where
such amendment or waiver would be materially prejudicial to the
interests of the finance parties under the Waterlogic Facilities
Agreement; and
(ii) if Poseidon elects to make the Acquisition by way of a
Takeover Offer, not to declare the Takeover Offer unconditional as
to acceptances until it has received valid acceptances in respect
of over 90 per cent. in number of each class of the shares in
Waterlogic to which such offer relates.
Furthermore, in connection with the equity financing being
provided by the EPIC Funds, Poseidon has agreed that it shall not
amend, waive or modify any Condition without the prior written
consent of Altium.
Altium, acting as financial adviser to Poseidon, is satisfied
that sufficient cash resources are available to Poseidon to enable
it to satisfy in full the Total Cash Consideration payable to
Waterlogic Shareholders under the terms of the Acquisition.
14 Disclosures of interests in Waterlogic Shares
Poseidon confirms that it will be making an Opening Position
Disclosure today setting out the details required to be disclosed
by Rule 8.1(a) of the City Code.
Poseidon's Opening Position Disclosure may not include details
of all interests or short positions in, or rights to subscribe for,
any relevant securities of Waterlogic held by all persons acting in
concert with Poseidon. If required, Poseidon will make a further
Opening Position Disclosure as soon as possible disclosing these
details.
15 Structure of the Acquisition
It is intended that the Acquisition will be effected by way of a
Court sanctioned scheme of arrangement under Article 125 of the
Jersey Companies Law. The Scheme is an arrangement between
Waterlogic and the Scheme Shareholders and is subject to the
approval of the Court.
The purpose of the Scheme is to provide for Poseidon to become
the holder of the entire issued and to be issued ordinary share
capital of Waterlogic. In order to achieve this, the Scheme Shares
will be transferred to Poseidon. In consideration for this, the
Scheme Shareholders (other than the registered holder of the
Waterlogic Shares in which Jeremy Ben-David is beneficially
interested) will receive cash on the basis set out in paragraph 2
of this Announcement. The registered holder of the Waterlogic
Shares in which Jeremy Ben-David is beneficially interested will
also receive cash on the basis set out in paragraph 2 as well as a
loan note which will then be exchanged into securities in Firewall
Holding (as defined below), the indirect holding company of
Poseidon, as described at paragraph 6 above. The transfer of those
Scheme Shares to Poseidon will result in Waterlogic becoming a
wholly-owned subsidiary of Poseidon.
To become Effective, the Scheme requires, amongst other things,
the approval of Scheme Shareholders by the passing of a resolution
at the Court Meeting. The Scheme must be approved at the Court
Meeting by a majority in number of the holders of Scheme Shares
present and voting, either in person or by proxy, representing 75
per cent. or more of the voting rights of the Scheme Shareholders
at the Court Meeting. In addition, the implementation of the Scheme
will require the passing of the Special Resolution at the General
Meeting to be held immediately after the Court Meeting.
The implementation of the Management Arrangements is dependent
on a majority of the Waterlogic Independent Shareholders voting in
favour of the Management Arrangements Resolution at the General
Meeting. The Scheme must also be sanctioned by the Court. All
Scheme Shareholders (other than Jeremy Ben-David) are entitled to
attend the Scheme Court Hearing in person or through a
Jersey-qualified advocate to support or oppose the sanctioning of
the Scheme. The Scheme will only become Effective upon delivery to
the Registrar of Companies of the Act of Court.
As a result of his interest in the Management Arrangements and
the different consideration to be received for the Waterlogic
Shares in which he is beneficially interested as a consequence
thereof, Jeremy Ben-David is not considered to be independent and
he will not be entitled to vote on the resolution to approve the
Scheme at the Court Meeting or on the Management Arrangements
Resolution at the General Meeting. The Waterlogic Shares in which
he is beneficially interested will nevertheless be Scheme Shares
but the registered holder of those Scheme Shares will be treated as
a separate class of Scheme Shareholder for the purposes of the
Scheme. Jeremy Ben-David (on behalf of the registered holder of the
Waterlogic Shares in which he is beneficially interested) has
irrevocably undertaken to be bound by the Scheme.
Once the necessary approvals from Waterlogic Shareholders and
Waterlogic Independent Shareholders have been obtained and the
other Conditions have been satisfied or (where applicable) waived,
the Scheme will become Effective upon the delivery of the Act of
Court to the Registrar of Companies. The Scheme is expected to
become Effective in early January 2015. If the Scheme does not
become Effective by the Long-Stop Date it will lapse and the Scheme
will not proceed (unless the parties agree otherwise with the
consent of the Panel and (if required) the Court allows).
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the General Meeting and the
Consideration shall be dispatched by Poseidon to Scheme
Shareholders no later than 14 days after the Effective Date.
The Scheme will contain a provision for Poseidon and Waterlogic
jointly to consent on behalf of all persons concerned, to any
modification of or addition to the Scheme or to any condition that
the Court may approve or impose.
Poseidon reserves the right, subject to the prior consent of the
Panel and, if required, the Court, to elect to implement the
Acquisition by way of a Takeover Offer. In such event, such
Takeover Offer will be implemented on the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme. Furthermore, if such Takeover Offer is made
and sufficient acceptances of such Takeover Offer are received, it
is the intention of Poseidon to apply the provisions of Articles
117, 118 and 121 of the Jersey Companies Law to acquire
compulsorily any outstanding Waterlogic Shares to which such
Takeover Offer relates.
Further details of the Scheme, including the expected timetable
of the Scheme and how Scheme Shareholders may participate in, and
vote at, the Court Meeting and how Waterlogic Shareholders may
participate in, and vote on the Special Resolution and, in the case
of Waterlogic Independent Shareholders, the Management Arrangements
Resolution, at the General Meeting, will be contained in the Scheme
Document. It is expected that the Scheme Document, containing
notices of the Court Meeting and the General Meeting, together with
the Forms of Proxy, will be posted to Waterlogic Shareholders and
(for information purposes only) to Waterlogic Share Incentive
Scheme Participants, as soon as practicable and, in any event, by
no later than 28 days after the date of this Announcement.
The Scheme will be governed by Jersey law. The Acquisition will
be subject to the applicable requirements of the Code, the Panel,
the AIM Rules, the Jersey Companies Law and the applicable rules
and regulations of the London Stock Exchange.
The Scheme is subject to certain Conditions and certain further
terms referred to in Appendix I of this Announcement. The
Conditions will be set out in the Scheme Document to be sent to all
Waterlogic Shareholders as soon as practicable.
The Conditions in Appendix I provide that the Acquisition is
conditional on, amongst other things:
(a) a resolution to approve the Scheme having been passed by a
majority in number of the Scheme Shareholders who are on the
register of members of Waterlogic at the Voting Record Time present
and voting, either in person or by proxy, representing 75 per cent.
or more of the voting rights of the Scheme Shareholders at the
Court Meeting or at any adjournment thereof on or before the 22(nd)
day after the expected date of the Court Meeting to be set out in
the Scheme Document (or such later date as may be agreed between
Poseidon and Waterlogic and the Court may allow);
(b) the Special Resolution necessary to implement the Scheme
having been passed by the requisite majority of Waterlogic
Shareholders at the General Meeting or at any adjournment thereof
on or before the 22(nd) day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date as
may be agreed between Poseidon and Waterlogic and the Court may
allow);
(c) (the Management Arrangements Resolution having been passed
by Waterlogic Independent Shareholders representing a majority of
the votes cast on a poll (either in person or by proxy) at the
General Meeting or at any adjournment thereof on or before the
22(nd) day after the expected date of the General Meeting to be set
out in the Scheme Document (or such later date as may be agreed
between Poseidon and Waterlogic and the Court may allow);
(d) the Scheme having been sanctioned by the Court (with or
without modification) on terms acceptable to Poseidon and
Waterlogic; and
(e) a copy of the Act of Court having been delivered to the Registrar of Companies.
The Scheme Shares will be acquired under the Scheme fully paid
and free from all liens, charges and encumbrances, rights of
pre-emption and any other third party rights of any nature
whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions declared, paid or made after the date on which the
Scheme becomes Effective. If any dividend or other distribution or
return of capital is proposed, declared, made, paid or becomes
payable by Waterlogic in respect of a Scheme Share on or after the
date of this Announcement and prior to the Scheme becoming
Effective, Poseidon reserves the right to reduce the value of the
consideration payable for each Scheme Share by up to the amount per
Scheme Share of such dividend, distribution or return of capital
except where the Scheme Share is or will be acquired pursuant to
the Scheme on a basis which entitles Poseidon to receive the
dividend, distribution or return of capital and to retain it.
If any such dividend or distribution is paid or made after the
date of this Announcement and Poseidon exercises its rights
described above, any reference in this Announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by
Poseidon of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Scheme.
Save in respect of the Waterlogic Shares in which Jeremy
Ben-David is beneficially interested in respect of whichdifferent
consideration is to be received, the effect of the Scheme on the
interests of the Waterlogic Directors does not differ from its
effect on the like interests of any other Waterlogic Shareholder or
of any other Waterlogic Share Incentive Scheme Participant.
16 Overseas Shareholders
The availability of the Acquisition or distribution of this
Announcement to persons not resident in the UK or Jersey may be
prohibited or affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about, and observe, any
applicable requirements. Further details in relation to overseas
Waterlogic Shareholders will be contained in the Scheme Document.
Overseas Shareholders who are in any doubt regarding such matters
should consult an independent professional adviser in the relevant
jurisdictions without delay.
This Announcement does not constitute an offer for sale for any
securities or an offer or invitation to purchase any securities.
Waterlogic Shareholders are advised to read the Scheme Document and
related Forms of Proxy carefully once these have been
dispatched.
17 Cancellation of admission to trading of Waterlogic Shares on
AIM and re-registration as a limited company
Subject to satisfaction or, where applicable, waiver of the
Conditions to the Scheme, prior to the Scheme becoming Effective,
an application will be made to the London Stock Exchange for the
cancellation of the admission of the Waterlogic Shares to trading
on AIM.
The last day of dealings in, and for registration of transfers
of, Waterlogic Shares is expected to be the day before the Court
Hearing and at 5.00 p.m. on that date the trading of Waterlogic
Shares on AIM will be suspended. No transfers of Waterlogic Shares
will be registered after this date other than the registration of
Waterlogic Shares transferred or issued under the Waterlogic Share
Incentive Schemes.
It is intended that the cancellation of admission of the
Waterlogic Shares to trading on AIM will take effect on the
Effective Date. In addition, on the Effective Date, entitlements to
Waterlogic Shares held within CREST will be cancelled and share
certificates in respect of Scheme Shares will cease to be valid and
should, if so requested by Waterlogic, be sent to Waterlogic for
cancellation.
Poseidon also intends that on or following the Effective Date
and after cancellation of admission of the Waterlogic Shares to
trading on AIM, Waterlogic will be re-registered as a private
company in accordance with the Jersey Companies Law.
18 Offer-related arrangements
(a) Confidentiality Agreement
On 9 July 2014, Castik and Waterlogic entered into a
confidentiality agreement pursuant to which Castik undertook to
keep certain information relating to Waterlogic and the Acquisition
confidential, to use such information solely for the purposes of
evaluating and negotiating the terms of the Acquisition and not to
disclose such information to third parties without the prior
written consent of Waterlogic, except to certain parties who need
access to such information for the purposes of the Acquisition; or
if required by applicable laws or regulations, order of any court
of competent jurisdiction or rules of any applicable stock exchange
or competent regulatory body.
Pursuant to the agreement, Castik undertook, for a period of 12
months from the date of the agreement, not to solicit or entice
away from Waterlogic any executive, manager or officer of
Waterlogic.
Castik further agreed to a standstill in relation to the
securities of Waterlogic for a period of 12 months from the date of
the agreement.
(b) Inducement Fee Agreement
On 12 November 2014, Poseidon and Waterlogic entered into an
Inducement Fee Agreement. The Inducement Fee Agreement will,
subject to the paragraphs below, terminate if the Scheme (or a
Takeover Offer as the case may be) is withdrawn or lapses.
In consideration of Poseidon incurring substantial costs and
expenses in preparing and negotiating the Acquisition and the
Inducement Fee Agreement, Waterlogic has undertaken in the
Inducement Fee Agreement that, on the occurrence of a Break Fee
Payment Event (as defined below) Waterlogic will pay to Poseidon by
way of compensation a fee of GBP1.23 million (the "Break Fee").
A "Break Fee Payment Event" shall occur in the event that at or
prior to the termination of the Inducement Fee Agreement Poseidon's
offer lapses or is withdrawn or (with the consent of the Panel) is
not made and, before this, a Competing Proposal is announced and
that Competing Proposal (or any other Competing Proposal announced
before Waterlogic ceases to be in an offer period (as defined in
the Code) for more than one Business Day) subsequently becomes or
is declared unconditional in all respects or is otherwise
completed.
In addition, the Inducement Fee Agreement contains an obligation
on Waterlogic, subject to applicable law, the Code and the rulings
of the Panel, not to provide or allow access to any information in
connection with the business of the Company to any person or entity
other than Poseidon and its affiliates who has agreed with
Waterlogic to waive its equality of information rights under Rule
20.2 of the Code.
The Inducement Fee Agreement also contains provisions in
relation to the Waterlogic Share Schemes. Details of these
arrangements will be set out in the Scheme Document.
(c) Investment Agreement
By an investment agreement dated 12 November 2014 between (1)
Firewall Investments, S.A. ("Firewall Investments"); (2) Firewall
Holding S.à r.l. ("Firewall Holding"); (3) Poseidon Midco Limited
("Poseidon Midco"); (4) Firewall Investments MIP, S.à r.l.
("Firewall Investments MIP"); (5) the Rollover Managers (as defined
therein); and (6) Poseidon (the "Investment Agreement"), which is
conditional on the Scheme becoming Effective:
(i) GBP9.45 million of the sale proceeds in which Jeremy
Ben-David is beneficially interested will be represented by a loan
note to be issued by Poseidon that will be exchanged for securities
in Firewall Holding (as defined below), the indirect holding
company of Poseidon; and
(ii) the parties have agreed to execute and deliver certain
documents related to the above arrangements, including put and call
option agreements, shareholder loans and transfer agreements.
The Investment Agreement further provides that:
(i) each party shall bear its own costs and expenses except that
the Group shall bear the costs of the Rollover Managers and
Firewall Investments;
(ii) Firewall Investments shall have the right to appoint
members of the Management Board, the Board and the board of any
other Group Company (each as defined in the Investment
Agreement);
(iii) the Rollover Managers shall have the right, in certain
circumstances, to appoint one member to the Board and one member to
the Advisory Board;
(iv) certain information shall be made available to the Rollover
Managers and Firewall Investments from time to time;
(v) each Rollover Manager has certain proportionate tag along
rights by which he may elect to participate in a sale of shares in
Firewall Holding by Firewall Investments and Firewall Investments
has certain proportionate drag along rights by which it may require
the transfer of the Rollover Managers' shares on a sale;
(vi) certain matters relating to the business of the Group
require the consent of Firewall Investments;
(vii) Firewall Investments shall, in its absolute discretion,
establish the timing and structure of any Exit or Refinancing (each
as defined in the Investment Agreement) and all parties have agreed
to take such actions as are reasonably requested to achieve such
Exit or Refinancing; and
(viii) the Investment Agreement is governed by and construed in
accordance with the laws of England and Wales.
(d) Management Investment Agreement
By a management investment agreement dated 12 November 2014
between (1) Firewall Investments; (2) Firewall Investments MIP; (3)
Firewall Holding; and (4) the Managers (as defined therein) (the
"Management Investment Agreement"):
(i) Firewall Investments has agreed to subscribe on the Scheme
becoming Effective for certain voting shares in Firewall
Investments MIP, the proceeds of such subscription shall be used
for subscription of certain shares and loan notes in Firewall
Holding;
(ii) Firewall Investments has agreed to transfer certain of such
shares to the Managers in such ratio and in return for such payment
as set out in the Management Investment Agreement; and
(iii) Firewall Investments has agreed to lend, or an entity
nominated by it shall lend, a Manager on request an amount required
for such Manager to subscribe for certain shares in Firewall
Investments MIP in certain circumstances at an interest rate of 5
per cent. to be repayable on Exit (as defined therein).
The Management Investment Agreement further provides that:
(i) each Manager has given certain warranties to Firewall
Investments and Firewall Holding in respect of, amongst other
things, certain due diligence reports;
(ii) no Manager may transfer any interest in his shares in
Firewall Investments MIP except when certain conditions are
satisfied;
(iii) each Manager has certain indirect tag along rights by
which he may elect to participate in a sale of shares in Firewall
Investments MIP by Firewall Holding and Firewall Investments has
certain indirect drag along rights by which it may require the
transfer of the Managers' shares in Firewall Investments MIP on a
sale;
(iv) each Manager has agreed to provide certain undertakings to
Firewall Investments and Firewall Investments MIP in respect of
restricting his ability to compete with the business of the Group;
and
(v) the Management Investment Agreement is governed by and
construed in accordance with the laws of England and Wales.
19 Documents on display
Copies of the following documents will be made available,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdiction, on Waterlogic's website
(www.waterlogic.com) and Castik's website (www.castik.lu) by no
later than 12 noon on the day following the date of this
Announcement until the end of the Offer Period:
(a) this Announcement;
(b) the irrevocable undertakings referred to in paragraph 7
above and summarised in Appendix III to this Announcement;
(c) the financing arrangements referred to in paragraph 13 above; and
(d) the offer-related arrangements referred to in paragraph 18
above (including the Investment Agreement and the Management
Investment Agreement).
20 General
The Acquisition will be made subject to the Conditions and
further terms set out in Appendix I to this Announcement and to
those terms which will be set out in the Scheme Document and the
Forms of Proxy. The Scheme Document will include full details of
the Scheme, together with notices of the Court Meeting and the
General Meeting and the expected timetable of the Acquisition. The
Acquisition will be subject to the applicable requirements of the
Code, the Panel, the London Stock Exchange and the Jersey Companies
Law.
The bases and sources of certain financial information contained
in this Announcement are set out in Appendix II to this
Announcement. A summary of the irrevocable undertakings is
contained in Appendix III to this Announcement. Certain terms used
in this Announcement are defined in Appendix IV to this
Announcement.
Enquiries:
Waterlogic
Ariel Recanati, Non-Executive Chairman Via Baird
Jeremy Ben-David, Group Chief Executive Officer
Robert W. Baird (Financial Adviser and Rule 3
Adviser to Waterlogic)
Vinay Ghai Tel: +44 (0)207
667 8225
Steve Guy Tel: +1 (414) 765
7247
Liberum (Nominated Adviser and Broker to Waterlogic)
Steve Pearce Tel: +44 (0)20 3100
2000
Richard Bootle
Redleaf Polhill (PR Adviser to Waterlogic)
Rebecca Sanders Hewett / David Ison Tel: +44 (0)207
382 4730
waterlogic@redleafpr.com
Altium, financial advisers to Castik/EPIC Funds/Poseidon
Phil Adams Tel: +44 (0)845
505 4343
Adrian Reed/Paul Lines
CNC, Financial PR adviser to Castik/EPIC Funds/Poseidon
Alistair Hammond Tel: +44 (0) 203
116 6825
The Acquisition will be made on the terms and subject to the
conditions and further terms set out in Appendix I to this
Announcement and the further terms and conditions to be set out in
the Scheme Document and Forms of Proxy when issued. The bases and
sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. A
summary of the irrevocable undertakings given by the Waterlogic
Independent Directors and the irrevocable undertakings given by
certain other Waterlogic Shareholders is contained in Appendix III
to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
A summary of the irrevocable undertakings given by the
Waterlogic Independent Directors and the irrevocable undertakings
given by certain other Waterlogic Shareholders is contained in
Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Robert W. Baird Limited, which is authorised and regulated by
the FCA, is acting exclusively as financial advisor to Waterlogic
and for no one else in connection with the matters referred to in
this Announcement and will not be responsible to anyone other than
Waterlogic for providing the protections afforded to clients of
Robert W. Baird Limited nor for providing advice in relation to the
matters referred to in this Announcement.
Liberum Capital Limited, which is authorised and regulated by
the FCA, is acting exclusively for Waterlogic and for no one else
in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than Waterlogic for
providing the protections afforded to clients of Liberum nor for
providing advice in relation to the matters referred to in this
Announcement.
Altium Capital Limited, which is authorised and regulated by the
FCA, is acting exclusively as financial advisor to Poseidon and
Castik and for no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than Poseidon and Castik for providing the protections afforded to
clients of Altium Capital Limited nor for providing advice in
relation to the matters referred to in this Announcement.
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell, exchange or subscribe for, or an invitation to purchase or
otherwise subscribe for, any securities or the solicitation of any
vote or approval or of an offer to buy, exchange or subscribe for,
securities, pursuant to the Acquisition or otherwise. The
Acquisition will be made solely by means of the Scheme Document and
the Forms of Proxy, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Scheme. Any decision in respect of, or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document and Forms of Proxy which will
accompany it. Waterlogic and Poseidon will prepare the Scheme
Document to be distributed to Waterlogic Shareholders. Waterlogic
and Poseidon urge Waterlogic Shareholders to read the Scheme
Document when it becomes available because it will contain
important information relating to the Acquisition.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas shareholders
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom and Jersey may be
restricted by law and, therefore, persons who are subject to the
laws of any jurisdiction other than the United Kingdom and Jersey
should inform themselves about, and observe, any applicable
requirements. In particular, the ability of persons who are not
resident in the United Kingdom or Jersey to vote their Waterlogic
Shares at the General Meeting or, with respect to the Scheme, the
Court Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at a Meeting on their behalf, may be affected by
the laws of the relevant jurisdictions in which they are located.
This Announcement has been prepared for the purposes of complying
with the Code and the AIM Rules and the information disclosed may
not be the same as that which would have been disclosed if the
Announcement had been prepared in accordance with the laws of
jurisdictions outside of the United Kingdom or Jersey.
Unless otherwise determined by Poseidon or required by the Code
or the Panel and unless permitted by applicable law and regulation,
the Acquisition will not be made directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise determined by Poseidon and permitted by applicable law
and regulation), the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities.
Unless otherwise determined by Poseidon or required by the Code or
the Panel and unless permitted by applicable law and regulation,
copies of this Announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this Announcement and all documents (including custodians, nominees
and trustees) relating to the Acquisition should observe these
restrictions and should not mail or otherwise forward, distribute
or send this Announcement or documents relating to the Acquisition
in or into or from any Restricted Jurisdiction.
Further details in relation to overseas Waterlogic Shareholders
will be contained in the Scheme Document.
Poseidon reserves the right to elect, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such event, the Takeover Offer will be implemented on substantially
the same terms, subject to appropriate amendments, as those which
would apply to the Acquisition.
The Acquisition relates to the shares in a Jersey company and is
proposed to be made by means of a scheme of arrangement provided
for under Jersey company law. The scheme of arrangement will relate
to the shares of a Jersey company that is a 'foreign private
issuer' as defined under Rule 3b-4 under the US Securities Exchange
Act of 1934, as amended (the "Exchange Act").
A transaction effected by means of a scheme of arrangement is
not subject to the shareholder vote, proxy and tender offer rules
under the Exchange Act. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in Jersey and
under the Code to schemes of arrangement, which differ from the
disclosure requirements and practices of US shareholder vote, proxy
and tender offer rules.
Unless specifically stated otherwise, financial information
included in the relevant documentation will have been prepared in
accordance with accounting standards applicable in the UK or Jersey
that may not be comparable to the financial statements of US
companies.
Please be aware that the addresses, electronic addresses and
certain other information provided by Waterlogic Shareholders,
persons with information rights and other relevant persons in
connection with receipt of communications from Waterlogic may be
provided to Poseidon during the offer period as required under
Section 4 of Appendix 4 of the Code.
Cautionary note regarding forward-looking statements
This Announcement, oral statements made by or on behalf of
Poseidon and/or Waterlogic regarding the Acquisition and other
information published by or on behalf of Poseidon and/or Waterlogic
or their respective affiliates may contain certain statements that
are or may be forward-looking. These statements are based on the
assumptions and assessments made by Waterlogic and/or Poseidon in
light of their experience and their perceptions of historical
trends, current conditions, future developments and other factors
they believe appropriate and are naturally subject to uncertainty
and changes in circumstances. The forward-looking statements
contained herein may include statements about the expected effects
of the Acquisition, the expected timing and scope of the
Acquisition, anticipated earnings enhancements, estimated cost
savings and other synergies, costs to be incurred in achieving
synergies, potential disposals and other strategic options and all
other statements in this Announcement other than historical facts.
Forward-looking statements include, without limitation, statements
that typically contain words such as: "will", "may", "should",
"could", "continue", "believes", "expects", "intends", "estimates",
"anticipates", "aims", "targets", "plans" and "forecasts" or words
of similar import. By their nature, forward-looking statements
involve risks, changes in circumstances and uncertainties that
could cause actual results to differ materially from those
expressed in the forward-looking statements. Many of these risks
and uncertainties relate to factors that are beyond the ability of
the person making the statement to control or estimate precisely.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among such factors are changes in the
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax rates and future business combinations or disposals. Other
unknown or unpredictable factors could also cause actual results to
differ materially from those in the forward-looking statements.
Therefore, Waterlogic Shareholders, investors and other persons
should not place undue reliance on such statements because, by
their very nature, they are subject to known and unknown risks and
uncertainties and can be affected by other factors that could cause
actual results, and management's plans and objectives, to differ
materially from those expressed or implied in the forward-looking
statements.
The inclusion of forward-looking statements in this Announcement
should not be regarded as a representation by the Poseidon Group or
the Waterlogic Group that the Poseidon Group's or the Waterlogic
Group's objectives will be achieved.
Poseidon and Waterlogic and their respective affiliates assume
no obligation and do not intend to revise or update any
forward-looking statements contained in this Announcement, whether
as a result of new information, future events or otherwise, except
as required by law or regulation.
Responsibility and consents
The Poseidon Directors (all of whose names will be set out in
the Scheme Document) accept responsibility for the information
contained in this Announcement relating to Poseidon, the Poseidon
Group and themselves and their immediate families, related trusts
and connected persons and the opinions of the Poseidon Directors in
relation to the Acquisition. To the best of the knowledge and
belief of the Poseidon Directors (who have taken all reasonable
care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
The Waterlogic Directors (all of whose names will be set out in
the Scheme Document) accept responsibility for the information
contained in this Announcement relating to Waterlogic, the
Waterlogic Group and themselves and their immediate families,
related trusts and connected persons (other than the
recommendations and opinions of the Waterlogic Independent
Directors in respect of the Acquisition and the Management
Arrangements which are the responsibility of the Waterlogic
Independent Directors). To the best of the knowledge and belief of
the Waterlogic Directors (who have taken all reasonable care to
ensure that such is the case), such information for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
The Waterlogic Independent Directors (all of whose names will be
set out in the Scheme Document) accept responsibility for the
information contained in this Announcement relating to the
recommendations and opinions of the Waterlogic Independent
Directors in respect of the Acquisition and the Management
Arrangements. To the best of the knowledge and belief of the
Waterlogic Independent Directors (who have taken all reasonable
care to ensure that such is the case), such information for which
they are responsible is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Altium Capital Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Robert W. Baird Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Liberum Capital Limited has consented to the issue of this
Announcement with the references to its name in the form and
context in which they appear.
Not a profit forecast
No statement in this Announcement is intended as a profit
forecast or profit estimate. No statement in this Announcement
should be interpreted to mean that the profits or earnings per
share of (i) Poseidon as enlarged by the Acquisition, and / or (ii)
Waterlogic for current or future financial years will necessarily
match or exceed the historical or published profits or earnings per
share of Waterlogic.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror during the Offer
Period. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this Announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Waterlogic's website at
www.waterlogic.com by no later than 12 noon (London time) on the
Business Day following the date of this Announcement.
A copy of this Announcement will be made available, free of
charge and subject to certain restrictions relating to persons in
Restricted Jurisdictions, at Castik's website at www.castik.lu by
no later than 12 noon (London time) on the Business Day following
the date of this Announcement.
Neither the content of the websites referred to in this
Announcement nor the content of any websites accessible from
hyperlinks on Waterlogic's or Castik's website (or any other
website) is incorporated into, or forms part of, this
Announcement.
Neither Poseidon nor Waterlogic (nor any of their respective
directors, officers, employees, agents or advisers) make any
representation or warranty (express or implied), or give any
guarantee in this Announcement as to the accuracy or completeness
of the information on the websites referred to above (nor any other
website) nor the contents of any website accessible from hyperlinks
on any such website, nor shall they be liable for any loss or
damage of any kind, direct or indirect, that any person may suffer
as a result of using these websites or acting in reliance on the
information on such websites. Persons who access such websites
shall do so subject to the terms (if any) stated on those
websites.
You may request a hard copy of this Announcement (and any
information incorporated by reference in it) by contacting Alex
Ballantine of Robert W. Baird Limited at aballantine@rwbaird.com or
by submitting a request in writing to Alex Ballantine at Robert W.
Baird Limited, 15 Finsbury Circus, London EC2M 7EB or Paul Lines of
Altium Capital Limited at paul.lines@altium.co.uk or by submitting
a request in writing to Paul Lines at Altium Capital Limited, 5th
Floor, Belvedere, Booth Street, Manchester M2 4AW. Unless such a
request is made, and save as otherwise required by Rule 2.12 of the
Code, a hard copy of this Announcement (and any information
incorporated by reference in it) will not be sent to any
person.
APPENDIX I
CONDITIONS TO THE IMPLEMENTATION OF THE SCHEME
AND THE PROPOSALS
The Proposals are conditional upon the Scheme becoming
Effective, subject to the Code, by not later than 28 February 2015
(the "Long Stop Date") or such later date, if any, as Poseidon and
Waterlogic may, with the consent of the Panel, agree and (if
required) the Court may allow.
Part A: Conditions to the Scheme becoming Effective
The Acquisition will be conditional upon the Scheme having
become Effective by no later than the Long Stop Date, or such later
date (if any) as Poseidon and Waterlogic may (with the consent of
the Panel) agree and, if required, the Court may allow.
1. The Scheme will be conditional upon:
1.1 its approval by a majority in number representing 75 per
cent. or more of the voting rights of the Scheme Shareholders who
are on the register of members of Waterlogic at the Voting Record
Time, and who are present and vote, whether in person or by proxy,
at the Court Meeting or at any adjournment thereof on or before the
22(nd) day after the expected date of the Court Meeting to be set
out in the Scheme Document (or such later date as may be agreed
between Poseidon and Waterlogic and the Court may allow);
1.2 the Special Resolution required to implement the Scheme
being duly passed by Waterlogic Shareholders by the requisite
majority at the General Meeting or at any adjournment thereof on or
before the 22(nd) day after the expected date of the General
Meeting to be set out in the Scheme Document (or such later date as
may be agreed between Poseidon and Waterlogic and the Court may
allow);
1.3 the resolution to approve the Management Arrangements being
duly passed by Waterlogic Independent Shareholders representing a
majority of the votes cast on a poll (either in person or by proxy)
at the General Meeting or at any adjournment thereof on or before
the 22(nd) day after the expected date of the General Meeting to be
set out in the Scheme Document (or such later date as may be agreed
between Poseidon and Waterlogic and the Court may allow);
1.4 the sanction of the Scheme by the Court with or without
modification (subject to any such modification
which is not of a minor, technical or administrative nature
being on terms acceptable to both Poseidon and Waterlogic); and
1.5 the delivery of the Act of Court to the Registrar of Companies for registration.
In addition, the Acquisition will be conditional upon the
following Conditions and, accordingly, the Scheme shall not become
Effective unless the following Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
2. except as Disclosed, there being no provision of any material
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Waterlogic Group is a party or by or
to which any such member or any of its assets may be bound,
entitled or subject, which in consequence of the Scheme or the
Takeover Offer or otherwise, would or might reasonably be expected,
to an extent which is material in the context of the Wider
Waterlogic Group, taken as a whole, to result in:
(i) any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being, or
becoming, repayable, or capable of being declared repayable,
immediately or earlier than their or its stated maturity date or
repayment date, or the ability of any such member to borrow moneys
or incur any indebtedness being withdrawn or inhibited or being
capable of becoming or being withdrawn or inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of
any such member thereunder being terminated or adversely modified
or affected or any obligation or liability arising or any action of
an adverse nature being taken or arising thereunder;
(iii) any material assets or material interests of any such
member being, or falling to be, disposed of or charged or any right
arising under which any such asset or interest could be required to
be disposed of or charged other than in the ordinary course of
business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any such member;
(v) the material rights, liabilities, obligations or interests
of any such member in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating
to any such interest or business) being terminated, adversely
modified or adversely affected;
(vi) the financial or trading position or prospects of any such
member being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any material liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any
material agreement, arrangement, licence, permit or other
instrument to which any member of the Wider Waterlogic Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject, is reasonably likely to result in any
of the events or circumstances as are referred to in sub-paragraphs
(i) to (viii) of this Condition to an extent which is material in
the context of the Wider Waterlogic Group, taken as a whole;
3. except as Disclosed, no government or governmental,
quasi-governmental, supranational, statutory, regulatory,
environmental or investigative body, court, trade agency,
association, institution or any other body or person whatsoever in
any jurisdiction (other than competition, anti-trust or merger
control regulator or body) (each, a "Third Party") having decided
to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having
taken any other steps which would or might reasonably be expected
to:
(i) require the divestiture by any member of the Wider Poseidon
Group or by any member of the Wider Waterlogic Group of all or any
material portion of their respective businesses, assets or property
or impose any material limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any
of their respective material assets or material properties or any
material part thereof to an extent which is material in the context
of the Wider Poseidon Group or the Wider Waterlogic Group (as the
case may be), in each case, taken as a whole, and provided that, in
the case of any requirement affecting the Wider Poseidon Group,
such requirement is conditional on or related solely to the
Acquisition;
(ii) require the divestiture by any member of the Wider Poseidon
Group of any material number of shares or other securities in
Waterlogic;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Poseidon Group,
directly or indirectly, to acquire or to hold or to exercise
effectively any rights of ownership of shares or securities
convertible into shares or any other securities (or the equivalent)
in any member of the Wider Waterlogic Group or to exercise
management control over any member of the Wider Waterlogic Group to
an extent which is material in the context of the Wider Waterlogic
Group, taken as a whole;
(iv) otherwise materially and adversely affect the business,
assets, profits or prospects of the Wider Poseidon Group or the
Wider Waterlogic Group, taken as a whole (provided that, in the
case of any material adverse effect on the Wider Poseidon Group,
such material adverse effect is a result of the Acquisition);
(v) make the Scheme or its implementation or the Takeover Offer
or the acquisition of control of Waterlogic void, illegal, and/or
unenforceable, or otherwise, directly or indirectly, restrain,
restrict, prohibit, delay or otherwise interfere with the same, or
impose material additional conditions or obligations with respect
thereto, or otherwise challenge or interfere therewith to an extent
which is material in the context of the Acquisition or the Wider
Waterlogic Group, taken as a whole;
(vi) require any member of the Wider Poseidon Group or the Wider
Waterlogic Group (as the case may be) to offer to acquire any
shares or other securities (or the equivalent) or interest in any
member of the Wider Waterlogic Group or the Wider Poseidon Group
owned by any third party;
(vii) impose any material limitation on the ability of any
member of the Wider Waterlogic Group to coordinate its business, or
any part of it, with the businesses of any other members, or
(viii) save as a consequence of the Acquisition, result in any
material member of the Wider Waterlogic Group ceasing to be able to
carry on business under any name under which it presently does
so,
and all applicable waiting and other time periods during which
any such Third Party could institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference
having expired, lapsed or been terminated;
4. except as Disclosed, all necessary filings or applications
having been made in connection with the Acquisition and all
appropriate waiting periods under any applicable statutory or
regulatory obligations in any jurisdiction having expired, lapsed
or been terminated in each case in respect of the Acquisition or
the acquisition by Poseidon of control of Waterlogic and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals (other than in
respect of competition, anti-trust or merger control)
("Authorisations") necessary for or in respect of the Acquisition,
or the acquisition of control of, Waterlogic by Poseidon having
been obtained in terms and in a form satisfactory to Poseidon
(acting reasonably) from all appropriate Third Parties or persons
with whom any member of the Wider Waterlogic Group has entered into
contractual arrangements and all such Authorisations, together with
all Authorisations necessary or material to carry on the business
of any member of the Wider Waterlogic Group, remaining in full
force and effect and there being no notice of any intention to
revoke or not to renew any of the same at the Effective Date and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
5. except as Disclosed, no member of the Wider Waterlogic Group having, since 30 June 2014:
(i) save as between Waterlogic and wholly-owned subsidiaries of
Waterlogic or for Waterlogic Shares issued pursuant to the granting
of awards or the exercise of options granted under the Waterlogic
Share Incentive Schemes, issued, authorised or proposed the issue
of additional shares of any class;
(ii) save as between Waterlogic and wholly-owned subsidiaries of
Waterlogic or for the grant of options or awards made under the
Waterlogic Share Incentive Schemes, issued or agreed to issue,
authorised or proposed the issue of securities convertible into
shares of any class or rights, warrants or options to subscribe
for, or acquire, any such shares or convertible securities;
(iii) other than to another member of the Waterlogic Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus (other than in the ordinary course
of business), dividend or other distribution, whether payable in
cash or otherwise;
(iv) save for intra-Waterlogic Group transactions, merged or
demerged with any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any security interest
over, any material assets or any right, title or interest in any
material asset (including shares and trade investments) or
authorised or proposed or announced any intention to propose any
merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case, other than in the
ordinary course of business and which is material on the context of
the Waterlogic Group, taken as a whole;
(v) save for intra-Waterlogic Group transactions, made or
authorised or proposed or announced an intention to propose any
material change in its loan capital;
(vi) issued, authorised or proposed the issue of any debentures
or (save for intra-Waterlogic Group transactions), save in the
ordinary course of business, incurred or increased any material
indebtedness or become subject to any contingent liability which is
material in the context of the Waterlogic Group, taken as a
whole;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub-paragraph (iv) or (vi) above, made any other material change to
any part of its share capital;
(viii) implemented, or authorised, proposed or announced its
intention to implement, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in
the ordinary course of business or entered into or changed the
terms of any service contract with any director or employee of
Waterlogic, which is material in the context of the Waterlogic
Group, taken as a whole;
(ix) entered into or varied ,or announced its intention to enter
into or vary, any material contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is
of a long-term, onerous or unusual nature or magnitude or which is
restrictive on the businesses of any material member of the Wider
Waterlogic Group, taken as a whole;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any of its assets or revenues or any
analogous proceedings in any jurisdiction, or had any such person
appointed;
(xi) waived or compromised any claim, which is material in the
context of the Wider Waterlogic Group, taken as a whole;
(xii) entered into any material contract, commitment,
arrangement or agreement otherwise than in the ordinary course of
business or passed any resolution or made any offer (which remains
open for acceptance) with respect to or announced any intention to,
or to propose to, effect any of the transactions, matters or events
referred to in this Condition;
(xiii) proposed, agreed to provide or modified the terms of any
share option scheme or incentive scheme provided by the Wider
Waterlogic Group, or
(xiv) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Waterlogic Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Code,
and, for the purposes of paragraphs (iii) to (vi) of this
Condition, the term Waterlogic Group shall mean Waterlogic and its
wholly-owned subsidiaries;
6. except as Disclosed:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits of any
member of the Wider Waterlogic Group which, in any such case, is
material in the context of the Wider Waterlogic Group, taken as a
whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of the
Wider Waterlogic Group is or may become a party (whether as a
plaintiff, defendant or otherwise) having been instituted,
announced or threatened by or against or remaining outstanding
which, in any case, would reasonably be expected to have a material
adverse effect on the Wider Waterlogic Group, taken as a whole;
(iii) no contingent or other liability having arisen which would
reasonably be expected to adversely affect any member of the Wider
Waterlogic Group in a manner which is material in the context of
the Wider Waterlogic Group, taken as a whole; and
(iv) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any
material licence held by any material member of the Wider
Waterlogic Group which is necessary for the proper carrying on of
its business in all material respects; and
7. except as Disclosed, Poseidon not having discovered:
(i) that any financial, business or other information concerning
the Wider Waterlogic Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider
Waterlogic Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to
make that information not materially misleading;
(ii) that any member of the Wider Waterlogic Group is subject to
any liability (contingent or otherwise) which is not disclosed in
the annual report and accounts of Waterlogic for the year ended 31
December 2013 and which is material in the context of the
Waterlogic Group, taken as a whole;
(iii) that any past or present member of the Wider Waterlogic
Group has paid or agreed to pay any bribe including any "inducement
fee", given or agreed to give any similar gift or benefit or paid
or agreed to pay to a concealed bank account or fund to or for the
account of, any customer, supplier, governmental official or
employee, representative of a political party, or other person for
the purpose of obtaining or retaining business or otherwise engaged
in any activity, done such things (or omitted to do such things) in
contravention of the UK Bribery Act 2010; or
(iv) that there has been a material disposal, discharge,
spillage, accumulation, release, leak, emission or the migration,
production, supply, treatment, storage, transport or use of any
waste or hazardous substance or any substance likely to impair the
environment (including any property) or harm human health which
(whether or not giving rise to non-compliance with any law or
regulation), would be likely to give rise to any material
obligation or liability (whether actual or contingent) on the part
of any member of the Wider Waterlogic Group (in any case to an
extent which is material in the context of the Wider Waterlogic
Group, taken as a whole).
Poseidon reserves the right to waive, in whole or in part, all
or any of Conditions above, except for Conditions 1.1, 1.2, 1.4 and
1.5. Conditions 1.1 and 1.2 must be fulfilled by, and Conditions
1.3 and 2-7 (inclusive) fulfilled or waived by no later than 11.59
p.m. on the date immediately preceding the date of the Scheme Court
Hearing (or such later time and date as agreed between Waterlogic
and Poseidon and with the approval of the Panel (if required),
failing which the Scheme will lapse. Poseidon shall be under no
obligation to waive or treat as satisfied any of Conditions 1.3 or
2-7 (inclusive) by a date earlier than the latest date specified
above for the fulfilment or waiver thereof, notwithstanding that
the other Conditions of the Offer may at such earlier date have
been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such Conditions may not be
capable of fulfilment.
If Poseidon is required by the Panel to make an offer for Shares
under the provisions of Rule 9 of the City Code, Poseidon may make
such alterations to any of the above Conditions as are necessary to
comply with the provisions of that Rule.
For the avoidance of doubt, the Acquisition is not a qualifying
merger within the meaning of the Enterprise Act 2002 and Conditions
3 and 4 shall not apply to the merger provisions of the Enterprise
Act 2002 or any other national or international merger control
regime.
Poseidon reserves the right to elect (with the consent of the
Panel) to implement the Acquisition by way of a Takeover Offer. In
such event, such Takeover Offer will be implemented on the same
terms, so far as applicable, as those which would apply to the
Scheme, subject to appropriate amendments to reflect the change in
method of effecting the Acquisition, including (without limitation
and subject to the consent of the Panel) an acceptance condition
that is set by references to shares carrying 90 per cent. of the
number of shares to which the Takeover Offer relates (or such lower
percentage as Poseidon may decide or the Panel may require, being
more than 50 per cent.).
The availability of the Acquisition to persons not resident in
the United Kingdom or Jersey may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United
Kingdom or Jersey should inform themselves about and observe any
applicable requirements.
The Scheme will be governed by Jersey law and be subject to the
jurisdiction of the Jersey courts, to the Conditions set out above
and in the formal Scheme Document (provided that no modifications
may be made to the Conditions set out above without the consent of
Waterlogic) and related Forms of Proxy. The Acquisition will be
subject to the applicable requirements of the Code, the Panel, the
applicable rules and regulations of the London Stock Exchange, the
Jersey Companies Law and any other applicable laws and
regulations.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Part B: Certain further terms of the Scheme
The Scheme Shares will be acquired under the Scheme fully paid
and free from all liens, charges and encumbrances, rights of
pre-emption and any other third party rights of any nature
whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions declared, paid or made after the date on which the
Scheme becomes Effective. If any dividend or other distribution or
return of capital is proposed, declared, made, paid or becomes
payable by Waterlogic in respect of a Scheme Share on or after the
date of this Announcement and prior to the Scheme becoming
Effective, Poseidon reserves the right to reduce the value of the
consideration payable for each Scheme Share by up to the amount per
Scheme Share of such dividend, distribution or return of capital
except where the Scheme Share is or will be acquired pursuant to
the Scheme on a basis which entitles Poseidon to receive the
dividend, distribution or return of capital and to retain it.
If any such dividend or distribution is paid or made after the
date of this Announcement and Poseidon exercises its rights
described above, any reference in this Announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by
Poseidon of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the
terms of the Scheme.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement:
(i) The value placed by the Acquisition on the existing issued
share capital of Waterlogic (approximately GBP117.3 million) is
based on 77,685,136 Waterlogic Shares in issue on 11 November 2014,
being the last Business Day prior to the Announcement Date.
(ii) The value placed by the Acquisition on the entire issued
and to be issued share capital of Waterlogic at approximately
GBP122.6 million is based on 77,685,136 Waterlogic Shares in issue
as at 11 November 2014, being the last Business Day prior to the
Announcement Date; plus 4,640,446 Waterlogic Shares which are the
subject of options/awards pursuant to the Waterlogic Share
Incentive Schemes (assuming the vesting in full of such
options/awards); less 1,105,946 Waterlogic Shares, being the number
of Waterlogic Shares held by the Waterlogic EBT. This equates to a
total issued and to be issued share capital of 81,219,636
Waterlogic Shares.
(iii) Unless otherwise stated, all closing share prices for
Waterlogic Shares referred to in this Announcement are closing
middle market quotations derived from the Daily Official List of
the London Stock Exchange.
(iv) Unless otherwise stated, the financial information relating
to Waterlogic is extracted from the Annual Report of Waterlogic for
the financial year to 31 December 2013 or from the announcement of
the unaudited interim results of Waterlogic for the six month
period ended 30 June 2014 (as the case may be), in each case,
without material adjustment.
(v) The premium calculations to the Closing Prices per
Waterlogic Share have been calculated by reference to a price of
114 pence per Waterlogic Share, being the Closing Price on 11
November 2014, being the last Business Day prior to the
Announcement Date.
(vi) The premium calculations to the average Closing Price per
Waterlogic Share have been calculated by reference to the average
Closing Price, being 95.5 pence per Waterlogic Share, over the
three month period prior to the Announcement Date (sourced from
S&P Capital IQ).
(vii) The percentage values of the existing issued share capital
of Waterlogic subject to irrevocable undertakings with reference to
Waterlogic Shares eligible to vote on the resolution to approve the
Scheme at the Court Meeting is based on 77,685,136 Waterlogic
Shares in issue on 11 November 2014, being the last business day
prior to the Announcement Date, less 20,004,138 Waterlogic Shares
in which Jeremy Ben-David is beneficially interested and 1,105,946
Excluded Shares being the total number of Waterlogic Shares held by
the Waterlogic EBT.
(viii) Figures presented in pounds sterling have been converted
into United States dollars at an exchange rate of 1.5920 US dollars
per pound sterling on 11 November 2014, being the last Business Day
prior to the Announcement Date (sourced from Bloomberg).
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Part A: Waterlogic Independent Directors
The Waterlogic Independent Directors have given irrevocable
undertakings as follows:
Number of % of Waterlogic
Waterlogic Shares in
Name Shares issue
Ariel Recanati 19,414,137* 24.99
Ziv Gil 119,033** 0.15
Jeremy Marshall 30,000*** 0.04
Benoit Raillard nil nil
Total 19,563,170 25.18
* Ariel Recanati, his wife and their daughters are interested in
19,414,137 Waterlogic Shares, which are held by said individuals,
directly or indirectly, or as beneficiaries of grantor retained
annuity trusts ("GRATs") or family trusts as follows: Logiceau
Company, LLC, a family operated company owned equally by family
trusts for the benefit of Ariel's and Tal Recanati's immediate
family members is interested in 11,180,165 Waterlogic Shares.
Logiceau Company 3, LLC, a family operated company owned equally by
GRATs established by each of Ariel and Tal Recanati for the benefit
of their family is interested in 2,887,424 Waterlogic Shares.
Logiceau Company 4, LLC, a family operated company owned equally by
GRATs established by each of Ariel and Tal Recanati for the benefit
of their familyis interested in 818,186 Waterlogic Shares. Logiceau
Company 5, LLC, a family operated company owned equally by Ariel
and Tal Recanati is interested in 2,896,914 Waterlogic Shares.
Ariel Recanati and Tal Recanati are the direct beneficial owners of
815,724 Waterlogic Shares. The registered holder of all of the
above Waterlogic Shares is Chase Nominees Limited.
** Registered holder: Vidacos Nominees Limited.
*** Registered holder: BBHISL Nominees Limited.
These irrevocable commitments extend to any Waterlogic Shares
arising from the exercise of options and/or awards held under the
Waterlogic Share Incentive Schemes prior to the date of the Court
Meeting and the General Meeting.
These irrevocable undertakings include undertakings from the
Waterlogic Independent Directors in respect of their entire
beneficial holdings of Waterlogic Shares to vote, or procure the
vote, in favour of the Scheme at the Court Meeting and the Special
Resolution and Management Arrangements Resolution at the General
Meeting.
In the event that the Acquisition is to be effected by means of
a Takeover Offer, pursuant to these irrevocable undertakings, the
Waterlogic Independent Directors have also undertaken to accept (or
procure the acceptance of) such Takeover Offer.
These irrevocable undertakingsalso contain undertakings, among
other things, not, except pursuant to the Acquisition, to sell,
transfer or otherwise dispose of, charge, encumber or grant any
option or other right over any of the Waterlogic Shares or any
interest in them nor to accept or give any undertaking or letter of
intent or otherwise support any other proposal in respect of all or
any of the Waterlogic Shares nor enter into any agreement or
arrangement (whether conditionally or unconditionally) with any
person to do any such acts.
In addition, the irrevocable undertakings contain a further
undertaking to exercise all voting rights attaching to the
Waterlogic Shares in accordance with Poseidon's directions so as to
enable the Acquisition to be made and the Conditions to be
fulfilled and so as to oppose any resolution which might frustrate
the Acquisition or result in any of the Conditions not being
satisfied at the earliest practicable time.
These irrevocable undertakings will cease to be binding if:
(i) Poseidon announces, with the consent of the Panel that it
does not intend to make or proceed with the Acquisition and no new,
revised or replacement Scheme or Takeover Offer on substantially
the same or better terms is announced in accordance with Rule 2.7
of the Code at the same time; or
(ii) the Scheme lapses or is withdrawn and no new, revised or
replacement Scheme or Takeover Offer on substantially the same or
better terms has been announced, in accordance with Rule 2.7 of the
Code in its place or is announced, in accordance with Rule 2.7 of
the City Code, at the same time.
Part B: Other Shareholders
The following Waterlogic Shareholders have given irrevocable
undertakings as follows:
Number of % of Waterlogic
Waterlogic Shares in
Name Shares issue
Invesco Asset Management Limited 20,061,089 25.82
Woodford Asset Management LLP 2,202,416 2.84
Universities Superannuation Scheme Limited (as
sole
corporate trustee of Universities Superannuation
Scheme) 4,172,691 5.37
Olaf Wilhelm 1,200,000 1.54
Total 27,636,196 35.57
Beneficial owners: Invesco Perpetual High Income Fund and
Invesco Perpetual Income Fund; registered holder: The Bank of New
York Nominees Limited REIT.
Beneficial owner: St James's Place UK High Income Unit Trust;
registered holder: State Street Nominees Limited.
Registered holder: JPMCB, London.
Registered holder: Vidacos Nominees Limited.
Irrevocable undertakings from Invesco Asset Management Limited,
Woodford Investment Management LLP and Universities Superannuation
Scheme Limited
These irrevocable undertakings include undertakings to vote, or
procure the vote, in favour of the Scheme at the Court Meeting and
the Special Resolution and Management Arrangements Resolution at
the General Meeting.
In the event that the Acquisition is to be effected by means of
a Takeover Offer, pursuant to these irrevocable undertakings, the
relevant Waterlogic Shareholders have also undertaken to accept (or
procure the acceptance of) such Takeover Offer.
These irrevocable undertakingsalso contain undertakings, among
other things, not, except pursuant to the Acquisition, to sell,
transfer or otherwise dispose of, charge, encumber or grant any
option or other right over any of the Waterlogic Shares or any
interest in them nor to accept or give any undertaking or letter of
intent or otherwise support any other proposal in respect of all or
any of the Waterlogic Shares nor enter into any agreement or
arrangement (whether conditionally or unconditionally) with any
person to do any such acts.
The irrevocable undertakings given by Invesco Asset Management
Limited and Woodford Asset Management LLP will cease to be binding
if:
(i) in the event of a competing offer for Waterlogic, the value
of which exceeds the value of the Acquisition by 10 per cent. or
more;
(ii) the Scheme does not become Effective, or lapses, in accordance with its terms; or
(iii) the Scheme lapses or is withdrawn, as the case may be, or,
if applicable, the Scheme does not become effective in accordance
with its terms.
The irrevocable undertaking given by Universities Superannuation
Scheme Limited will cease to be binding if:
(i) in the event of a higher competing offer for Waterlogic;
(ii) the Scheme does not become Effective, or lapses, in accordance with its terms; or
(iv) the Scheme lapses or is withdrawn, as the case may be, or,
if applicable, the Scheme does not become effective in accordance
with its terms.
Irrevocable undertaking from Olaf Wilhelm
This irrevocable commitment extends to any Waterlogic Shares
arising from the exercise of options and/or awards held under the
Waterlogic Share Incentive Schemes prior to the date of the Court
Meeting and the General Meeting.
This irrevocable undertaking includes undertakings from Olaf
Wilhelm in respect of his entire beneficial holdings of Waterlogic
Shares to vote, or procure the vote, in favour of the Scheme at the
Court Meeting and the Special Resolution and Management
Arrangements Resolution at the General Meeting.
In the event that the Acquisition is to be effected by means of
a Takeover Offer, pursuant to this irrevocable undertaking, Olaf
Wilhelm has also undertaken to accept (or procure the acceptance
of) such Takeover Offer.
This irrevocable undertakingalso contains undertakings, among
other things, not, except pursuant to the Acquisition, to sell,
transfer or otherwise dispose of, charge, encumber or grant any
option or other right over any of the Waterlogic Shares or any
interest in them nor to accept or give any undertaking or letter of
intent or otherwise support any other proposal in respect of all or
any of the Waterlogic Shares nor enter into any agreement or
arrangement (whether conditionally or unconditionally) with any
person to do any such acts.
In addition, this irrevocable undertaking contains a further
undertaking to exercise all voting rights attaching to the
Waterlogic Shares in accordance with Poseidon's directions so as to
enable the Acquisition to be made and the Conditions to be
fulfilled and so as to oppose any resolution which might frustrate
the Acquisition or result in any of the Conditions not being
satisfied at the earliest practicable time.
This irrevocable undertaking will cease to be binding if:
(iii) Poseidon announces, with the consent of the Panel that it
does not intend to make or proceed with the Acquisition and no new,
revised or replacement Scheme or Takeover Offer on substantially
the same or better terms is announced in accordance with Rule 2.7
of the Code at the same time; or
(iv) the Scheme lapses or is withdrawn and no new, revised or
replacement Scheme or Takeover Offer on substantially the same or
better terms has been announced, in accordance with Rule 2.7 of the
Code in its place or is announced, in accordance with Rule 2.7 of
the City Code, at the same time.
Part C: Management Shareholders
The following Management Waterlogic Shareholders have given
irrevocable undertakings as follows:
Number of % of Waterlogic
Waterlogic Shares in
Name Shares issue
Jeremy Ben-David 20,004,138 25.75
Peter Cohen 70,000 0.09
Robert Bell 5,000 0.01
Total 20,079,138 25.85
Jeremy Ben-David was the settlor of, and he and his immediate
family are beneficiaries of, the Siveytal Trust, of which Pentera
Trustees Limited is the trustee with its nominee company, Pione
Nominees Limited, being the registered holder of 19,954,137
Waterlogic Shares. A further 50,000 Waterlogic Shares are held by
Vidacos Nominees Limited, on behalf of Pentera Trustees Limited, as
trustee of the Siveytal Trust. Jeremy Ben-David is the registered
holder of 1 Waterlogic Share.
Registered holder: Interactive Investor Trading Limited.
These irrevocable commitments extend to any Waterlogic Shares
arising from the exercise of options and/or awards held under the
Waterlogic Share Incentive Schemes prior to the date of the Court
Meeting and the General Meeting.
Jeremy Ben-David's irrevocable undertaking includes an
undertaking from him to vote, or procure the vote, in favour of the
Special Resolution at the General Meeting. As a consequence of his
interest in the Management Arrangements and the different
consideration he will receive for his Waterlogic Shares, he is not
entitled to vote, or procure the vote, in favour of the Scheme at
the Court Meeting or to vote, or procure the vote, in favour of the
Management Arrangements Resolution at the General Meeting. His
Waterlogic Shares will nevertheless be Scheme Shares but he will be
treated as a separate class of Scheme Shareholder for the purposes
of the Scheme and he has irrevocably undertaken to be bound by the
Scheme.
In addition, Jeremy Ben-David's irrevocable undertaking commits
him not to support or to vote (or procure the vote) in favour of
any competing proposal made by a third party prior to the Scheme
having become Effective or lapsed and will continue to bind him
following the lapse of the Scheme in respect of any such competing
proposal.
Peter Cohen's and Robert Bell's irrevocable undertakings include
undertakings from them to vote, or procure the vote, in favour of
the Scheme at the Court Meeting and to vote, or procure the vote,
in favour of the Special Resolution at the General Meeting. As a
consequence of their respective interests in the Management
Arrangements, they are not entitled to vote, or procure the vote,
in favour of the Management Arrangements Resolution at the General
Meeting.
In the event that the Acquisition is to be effected by means of
a Takeover Offer, pursuant to these irrevocable undertakings, the
Management have also undertaken to accept (or procure the
acceptance of) such Takeover Offer.
These irrevocable undertakingsalso contain undertakings, among
other things, not, except pursuant to the Acquisition, to sell,
transfer or otherwise dispose of, charge, encumber or grant any
option or other right over any of the Waterlogic Shares or any
interest in them nor to accept or give any undertaking or letter of
intent or otherwise support any other proposal in respect of all or
any of the Waterlogic Shares nor enter into any agreement or
arrangement (whether conditionally or unconditionally) with any
person to do any such acts.
In addition, the irrevocable undertakings contain a further
undertaking to exercise all voting rights attaching to the
Waterlogic Shares in accordance with Poseidon's directions so as to
enable the Acquisition to be made and the Conditions to be
fulfilled and so as to oppose any resolution which might frustrate
the Acquisition or result in any of the Conditions not being
satisfied at the earliest practicable time.
These irrevocable undertakings will cease to be binding if:
(v) Poseidon announces, with the consent of the Panel that it
does not intend to make or proceed with the Acquisition and no new,
revised or replacement Scheme or Takeover Offer on substantially
the same or better terms is announced in accordance with Rule 2.7
of the Code at the same time; or
(i) the Scheme lapses or is withdrawn and no new, revised or
replacement Scheme or Takeover Offer on substantially the same or
better terms has been announced, in accordance with Rule 2.7 of the
Code in its place or is announced, in accordance with Rule 2.7 of
the City Code, at the same time.
APPENDIX IV
DEFINITIONS
In this Announcement, the following words and expressions have
the following meanings, unless the context requires otherwise:
Acquisition the proposed acquisition of the entire issued and to
be issued share capital of Waterlogic by Poseidon to be implemented
by way of the Scheme (or, if Poseidon so elects, a Takeover Offer)
on, and subject to, the Conditions (and, where the context so
requires, any subsequent revision, variation, extension or renewal
of such Acquisition)
Acquisition Price 151 pence for each Waterlogic Share
Act of Court the act of the Court sanctioning the Scheme
AIM AIM, a market of the London Stock Exchange
AIM Rules the AIM Rules for Companies as published by the London
Stock Exchange (as amended and from time to time)
Altium Altium Capital Limited, financial adviser to Poseidon and
Castik
Announcement this announcement, released in accordance with Rule
2.7 of the Code
Announcement Date 12 November 2014
Annual Report the annual report and audited accounts of the
Waterlogic Group for the year ended 31 December 2013
Articles the articles of association of Waterlogic adopted on 29
June 2011, as amended on 11 June 2014
Baird Robert W. Baird Limited, financial adviser and independent
adviser to Waterlogic for the purposes of Rule 3 of the Code
Board the board of directors of Waterlogic (or any duly
appointed committee thereof) or the board of directors of Poseidon
(or any duly appointed committee thereof) (as the case may be) and
the terms "Waterlogic Board" and "Poseidon Board" shall be
construed accordingly
Business Day a day (other than a Saturday or Sunday) on which
banks in the London inter-banking sterling markets are open for
business in the City of London and Jersey
BWC bottled water cooler
Cash Consideration the cash consideration due to a Scheme
Shareholder under the Scheme in connection with the transfer of his
Scheme Shares pursuant to the Acquisition
Castik Castik Capital S.à r.l.
Closing Price the closing middle market quotation of a
Waterlogic Share as derived from the AIM Appendix to the Daily
Official List
Code the City Code on Takeovers and Mergers
Companies Act the Companies Act 2006 (as amended from time to
time)
Conditions the conditions to implementing the Proposals
(including the Scheme) as set out in Appendix I to this
Announcement
connected person in connection with a person, his spouse or
civil partner and his infant children
Court the Royal Court of Jersey
Court Meeting the meeting or meetings of the Scheme Shareholders
to be convened with the permission of the Court pursuant to Article
125 of the Jersey Companies Law for the purposes of considering
and, if thought fit, approving the Scheme (with or without
amendment), and any adjournment thereof
Daily Official List the daily official list of the London Stock
Exchange
Disclosed disclosed in writing to Poseidon, Castik or its or
their advisers by or on behalf of Waterlogic in connection with the
Acquisition prior to the Announcement Date and/or disclosed in (i)
the annual report and accounts for Waterlogic for the financial
year ended 31 December 2013; or (ii) the unaudited interim results
of Waterlogic for the six months ended 30 June 2014; or (iii) in
any announcement made by or on behalf of Waterlogic to a Regulatory
Information Service prior to the Announcement Date
Effective in the context of the Acquisition:
(i) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms and the Jersey
Companies Law; or
(ii) if the Acquisition is implemented by way of a Takeover
Offer, the Takeover Offer having been declared, or become,
unconditional in all respects in accordance with the requirements
of the Code
Effective Date the date on which the Scheme becomes Effective in
accordance with its terms
EPIC Funds or EPIC EPIC Fund 1 SLP, EPIC Fund 1 Sidecar SLP and
EPIC 1 Founder SLP
Euroclear Euroclear UK and Ireland Limited
Executive Directors Jeremy Ben-David, Peter Cohen and Robert
Bell and "Executive Director" means any of them
Excluded Shares any Waterlogic Shares which are registered in
the name of, or beneficially owned by, any member of the Poseidon
Group or its nominee(s) at the relevant time and any Waterlogic
Shares held by the trustee of the Waterlogic EBT, which will not be
acquired pursuant to the Scheme in order to be kept available to
satisfy options/awards granted under the Waterlogic Share Incentive
Schemes
Formal Sale Process the formal sale process (as referred to in
Note 2 to Rule 2.6 and Note 2 to Rule 21.2 of the Code) announced
by Waterlogic on 30 June 2014
Forms of Proxy the forms of proxy for use at the Court Meeting
and the General Meeting which will accompany the Scheme Document,
as the context requires
FSMA the Financial Services and Markets Act 2000 (as amended
from time to time)
General Meeting the general meeting of Waterlogic Shareholders
to be held immediately after the Court Meeting for the purpose of
the Scheme, and any adjournment thereof
Group in relation to any person, means that person and any
companies which are holding companies, subsidiaries or subsidiary
undertakings of it or of any such holding company
IPO initial public offering
Jersey Companies Law the Companies (Jersey) Law 1991, as amended
London Stock Exchange London Stock Exchange plc
Long Stop Date 28 February 2015 or such later date as Waterlogic
and Poseidon (with the consent of the Panel) may agree
Management means Jeremy Ben-David, Peter Cohen, Robert Bell and
Jonathan Ben-David
Management Arrangements the arrangements described in paragraph
6 of this Announcement
Management Arrangements the resolution to be proposed at the
General Meeting on which only Resolution Waterlogic Independent
Shareholders are entitled to vote
to consider and, if thought fit, approve the
Management Arrangements
Meetings the Court Meeting and the General Meeting
OEM original equipment manufacturer
Offer Document the document which would be despatched to
Waterlogic Shareholders, amongst others, if Poseidon elects to
implement the Acquisition by means of a Takeover Offer, together
with any form of acceptance
Offer Period the period commencing on 30 June 2014, being the
date on which Waterlogic announced the initiation of a strategic
review, including a Formal Sale Process, and ending on the
Effective Date or the date on which the Scheme lapses or is
withdrawn
Panel the Panel on Takeovers and Mergers
pence or "p" UK pence sterling, the lawful currency of the
United Kingdom
Poseidon Poseidon Bidco Limited, a company incorporated in
England and Wales for the purposes of making the Acquisition with
registration number 9297346
Poseidon Directors the directors of Poseidon
POU point-of-use
pounds or "GBP" UK pounds sterling, the lawful currency of the
United Kingdom
Proposals the Acquisition (and other matters to be considered at
the Meetings)
Registrar of Companies the registrar of companies for Jersey
Registrars Waterlogic's registrars, namely Computershare
Investor Services (Jersey) Limited of Queensway House, Hilgrove
Street, St Helier, Jersey, Channel Islands JE1 1ES
Regulatory Information Service any information services
authorised from time to time by the Financial Conduct Authority for
the purpose of disseminating regulatory announcements
Relevant Authority any central bank, government or governmental,
supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee
representative body or any other body or person whatsoever in any
jurisdiction
Resolutions the resolution to approve the Scheme at the Court
Meeting, the Special Resolution and the Management Arrangements
Resolution
Restricted Jurisdiction any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory
or criminal exposure if information concerning the Proposals is
sent or made available to Waterlogic Shareholders in that
jurisdiction
Rule a rule of the Code
Scheme or Scheme of Arrangement the scheme of arrangement
proposed to be made under Article 125 of the Jersey Companies Law
between Waterlogic and Scheme Shareholders to effect the
Acquisition
Scheme Court Hearing the hearing by the Court of the petition to
sanction the Scheme
Scheme Document the document to be addressed to Waterlogic
Shareholders (and holders of options and/or awards), amongst
others, containing the details of the Proposals including, amongst
other things, the Scheme, the notices of the Meetings and the Forms
of Proxy
Scheme Record Time 6:00 p.m. on the Business Day on which the
Act of Court is made
Scheme Shares all Waterlogic Shares which are:
(a) in issue at the date of this document;
(b) (if any) issued after this document, but before the Voting Record Time; and
(c) (if any) issued on or after the Voting Record Time but prior to the Scheme Record Time, on terms that the original or any subsequent holders shall be bound by the Scheme, or in respect of which such holders are, or shall have agreed in writing to be so bound
in each case other than any Excluded Shares
Scheme Shareholders holders of Scheme Shares
Special Resolution the special resolutions to be proposed and
passed at the General Meeting in connection with, inter alia, the
implementation of the Scheme and the making of certain amendments
to be made to the Articles
subsidiary or subsidiary shall be construed in accordance with
the Companies Act
undertaking or undertakings or
associated undertaking
Takeover Offer should Poseidon elect to effect the Acquisition
by way of a takeover offer (within the meaning of Article 116 of
the Jersey Companies Law), the offer to be made by or on behalf of
Poseidon for all of the Waterlogic Shares on the terms and subject
to the conditions to be set out in the related offer document and
form of acceptance including, where the context requires, any
subsequent revision, variation, extension or renewal thereof
Total Cash Consideration the total Cash Consideration payable by
Poseidon to Scheme Shareholders under the terms of the Scheme
calculated by reference to the price per Scheme Share offered
pursuant to the Proposals and in accordance with Practice Statement
No. 23 of the Panel
United Kingdom or UK the United Kingdom of Great Britain and
Northern Ireland
United States the United States of America, its territories and
possessions, any State of the United States of America, and the
District of Columbia
US Exchange Act the US Securities Exchange Act of 1934 (as
amended from time to time)
US Securities Act the United States Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder
VAT value added tax as imposed by the Value Added Tax Act 1994
and legislation supplemental thereto
Voting Record Time 6:00 p.m. on the day which is two days before
the date of the Court Meeting or, if the Court Meeting is
adjourned, 6:00 p.m. on the second day before the date of such
adjourned meeting
Waterlogic or the Company Waterlogic Plc, a public company
limited by shares registered in Jersey with registration number
108193
Waterlogic Directors the directors of Waterlogic
Waterlogic EBT the Waterlogic Employee Share Trust
Waterlogic Group collectively, Waterlogic, its subsidiaries and
subsidiary undertakings from time to time and "member of the
Waterlogic Group" shall be construed accordingly
Waterlogic Independent Directors Ariel Recanati, Ziv Gil, Benoit
Raillard and Jeremy Marshall
Waterlogic Independent Shareholders holders of Waterlogic Shares
at the Voting Record Time other than Jeremy Ben-David, Peter Cohen,
Robert Bell and Jonathan Ben-David
Waterlogic Share Incentive Scheme participants in the Waterlogic Share Incentive Schemes
Participants
Waterlogic Share Incentive Schemes Waterlogic's Performance
Share Plan and Non-Executive award arrangements, pursuant to which
Waterlogic may grant awards/options from time to time
Waterlogic Shareholders or holders of Waterlogic Shares from time to time
Shareholders
Waterlogic Shares or Shares ordinary shares of no par value in
the capital of Waterlogic
Wider Waterlogic Group Waterlogic and its subsidiary
undertakings, voting undertakings and any other undertakings in
which Waterlogic and/or such undertakings (aggregating their
interests) have a significant interest
Wider Poseidon Group Poseidon and its subsidiary undertakings,
voting undertakings and any other undertakings in which Poseidon
and/or such undertakings (aggregating their interests) have a
significant interest
This information is provided by RNS
The company news service from the London Stock Exchange
END
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