Waterlogic PLC Scheme Update (3517B)

TIDMWTL

RNS Number : 3517B

Waterlogic PLC

06 January 2015

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

6 January 2015

RECOMMENDED CASH ACQUISITION

WATERLOGIC PLC

POSEIDON BIDCO LIMITED (A NEWLY INCORPORATED COMPANY ULTIMATELY 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

Update on cancellation of admission to trading on AIM

Waterlogic Plc ("Waterlogic") and Poseidon Bidco Limited ("Poseidon"), a newly incorporated company owned by the EPIC Funds, which are managed by Castik Capital S.à r.l., wish to advise Waterlogic Shareholders that the Scheme was sanctioned at the court hearing on 5 January 2015 and the Act of Court will be lodged with the Jersey Companies Registry today. As such, the Scheme to effect the acquisition by Poseidon of the entire issued and to be issued ordinary share capital of Waterlogic will become Effective today and the cancellation of the admission to trading of the Waterlogic Shares on AIM will take effect from 7.00 a.m. on 7 January 2015. Waterlogic Shares have been suspended from trading on AIM since 7:30 a.m. on 5 January 2015.

The consideration of 151 pence in cash per Waterlogic share to be paid to Scheme Shareholders pursuant to the terms of the Scheme is expected to be dispatched (in the case of certificated holders of Scheme Shares) or settled in CREST (in the case of uncertificated holders of Scheme Shares) no later than 20 January 2015.

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the scheme document dated 24 November 2014.

 
 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

Further information

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 has been made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme.

This announcement does not constitute a prospectus or prospectus equivalent document.

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.

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. 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. 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 are contained in the Scheme Document.

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. You may also request that all future documents, announcements and information in relation to the Acquisition be sent to you in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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