TIDMHYD
RNS Number : 5308B
Ely Acquisition Limited
17 June 2016
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 17 June 2016
Recommended GBP28 million Acquisition
of
Hydro International plc ("Hydro")
by
Ely Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately owned by the Hanover Active
Equity Fund LP)
Summary
-- The Boards of Hanover Bidco and Hydro are pleased to announce
that they have reached agreement on the terms of a recommended
acquisition of the entire issued and to be issued share capital of
Hydro not already owned by Hanover Bidco or the Hanover Bidco
Group.
-- Hanover Bidco is a wholly owned indirect subsidiary of the
Hanover Active Equity Fund LP.
-- As at the date of this announcement, the Hanover Bidco Group
and its concert parties own Hydro Shares representing approximately
17.7 per cent. of the issued ordinary share capital of Hydro.
-- Under the terms of the Acquisition, each Scheme Shareholder
will be entitled to receive 194 pence in cash per Hydro Share or,
for every GBP1 of Cash Consideration, GBP1 nominal value of Loan
Notes.
-- The Acquisition values the entire issued share capital of
Hydro at approximately GBP28 million.
-- The Loan Note Alternative consists of an unsecured loan note
alternative to the Cash Consideration pursuant to which Scheme
Shareholders (other than certain overseas shareholders) may elect
to receive some or all of their Cash Consideration in the form of
Loan Notes.
-- It is intended that the Acquisition will be implemented by
means of a scheme of arrangement under Part 26 of the Companies
Act.
-- The Hydro Board, which has been so advised by Arden Partners,
considers the terms of the Acquisition to be fair and reasonable.
In providing its advice to the Hydro Board, Arden Partners has
taken into account the commercial assessments of the Hydro
Board.
-- The Hydro Board believes that the terms of the Acquisition
are in the best interests of Scheme Shareholders as a whole and
intends unanimously to recommend that Scheme Shareholders vote in
favour of the resolutions to be proposed at the Court Meeting and
the General Meeting which are to be convened to approve the
Acquisition.
-- Tony Hollox, being the only Hydro Director who holds Hydro
Shares, has irrevocably undertaken to vote in favour of the
resolutions to be proposed at the Court Meeting and the General
Meeting which are to be convened to approve the Acquisition in
respect of his entire beneficial holdings of Hydro Shares amounting
to 23,463 Hydro Shares, representing approximately 0.2 per cent. of
the issued share capital of Hydro.
-- In addition, Hanover Bidco has received irrevocable
undertakings to vote in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting which are to be convened
to approve the Acquisition from certain other Hydro Shareholders,
in respect of a total of 5,353,816 Hydro Shares representing
approximately 37.1 per cent. of the issued share capital of
Hydro.
-- In aggregate, Hanover Bidco has therefore received
irrevocable undertakings to vote in favour of the resolutions to be
proposed at the Court Meeting and the General Meeting, which are to
be convened to approve the Acquisition, in respect of a total of
5,377,279 Hydro Shares, representing approximately 37.3 per cent.
of the issued share capital of Hydro.
Commenting on the Acquisition, Ian Griffiths, Chairman of Hydro
said:
"Whilst Hydro is well placed to continue to deliver on its
stated strategy, the proposed acquisition by Hanover announced
today will enable shareholders to crystallise an immediate and
certain value in cash. It represents a significant premium to
historic share price trading levels and the Board of Hydro has
unanimously recommended Hanover's offer."
Commenting on the Acquisition, Matthew Peacock, founding partner
of Hanover Investors and a director of Hanover Bidco said:
"We are delighted to be announcing this recommended cash offer
for Hydro. We believe that Hydro is a great company with
significant potential, but that given its size it would fare better
as a private company. Our proposal provides Hydro Shareholders with
an opportunity to realise a significant premium over the value of
their shares prior to Hanover Investors acquiring a stake in the
Company."
This summary should be read in conjunction with the full text of
the following announcement including the Appendices. The Conditions
and certain further terms of the Acquisition are set out in
Appendix I to this announcement. Appendix II contains bases and
sources of certain information contained within this announcement.
Appendix III contains details of the irrevocable undertakings given
to Hanover Bidco. Appendix IV contains the definitions of certain
terms used in this announcement.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44(0)20 7766 8400
Tom Russell
Fred Lundqvist
Panmure Gordon (UK) Limited (Financial adviser to Hanover
Bidco)
Dominic Morley Tel: +44(0)20 7886 2500
Charles Leigh-Pemberton
Hydro International plc
Michael Jennings, Chief Executive Tel: +44(0)12 7587 8371
Tony Hollox, Chief Financial Officer
Arden Partners plc (Financial adviser to Hydro)
Steven Douglas Tel: +44(0)20 7614 5900
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Hydro in any jurisdiction in
contravention of applicable law.
Any vote in respect of the Acquisition should only be made on
the basis of the information contained in the Scheme Circular,
which will contain the full terms and conditions of the Acquisition
and the Scheme (including details of how to vote). Hydro
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
Please be aware that addresses, electronic addresses and certain
other information provided by Hydro Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Hydro may be provided to Hanover
Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code.
Panmure Gordon, which is authorised and regulated by the FCA in
the United Kingdom, is acting for Hanover Bidco and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Hanover Bidco for providing the protections
afforded to clients of Panmure Gordon nor for providing advice in
relation to the Acquisition.
Arden Partners, which is authorised and regulated by the FCA in
the United Kingdom, is acting for Hydro and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Hydro for providing the protections afforded to
clients of Arden Partners nor for providing advice in relation to
the Acquisition.
Overseas jurisdictions
The availability of the Loan Notes in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable restrictions. Hydro
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Notes to US investors in Hydro
Shareholders of Hydro in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme. US
shareholders of Hydro will only receive Cash Consideration in
connection with the Acquisition and may not elect to receive any
Loan Notes.
The Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in this announcement and the Scheme Circular has been or
will be prepared in accordance with, where relevant, International
Financial Reporting Standards as adopted by the European Union and
accounting standards applicable in the UK and may not be comparable
to financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
Hydro and Hanover Bidco are each organised under the laws of
England. All of the officers and directors of Hydro and Hanover
Bidco are residents of countries other than the United States. It
may not be possible to sue Hydro or Hanover Bidco in a non-US court
for violations of US securities laws. Furthermore, it may be
difficult to compel Hydro, Hanover Bidco and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Notes regarding Loan Notes
The Loan Notes to be issued pursuant to the Scheme have not been
and will not be registered under the US Securities Act of 1933, as
amended, or under the relevant securities laws of any state or
territory or other jurisdiction of the United States or the
relevant securities laws of Japan and the relevant clearances have
not been, and will not be, obtained from the securities commission
of any province of Canada. No prospectus in relation to the Loan
Notes has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission. Accordingly, the
Loan Notes are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly in or into the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of relevant laws of, or
require registration thereof in, such jurisdiction (except pursuant
to an exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1%. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. 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 securities exchange offeror(s), 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 pm (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
securities exchange 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.
Forward-looking statements
This announcement contains certain forward-looking statements,
including statements regarding Hanover Bidco's and Hydro's plans,
objectives and expected performance. Such statements relate to
events and depend on circumstances that will occur in the future
and are subject to risks, uncertainties and assumptions. There are
a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the water services industry;
fluctuations in exchange controls; changes in government policy and
taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
announcement.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and
www.hydro-int.com.
The contents of Hydro's website and the Hanover Investors
website are not incorporated into and do not form part of this
announcement.
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE 17 June 2016
Recommended GBP28 million acquisition
of
Hydro International plc ("Hydro")
by
Ely Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately owned by the Hanover Active
Equity Fund LP)
SCHEME OF ARRANGEMENT OF HYDRO INTERNATIONAL PLC IN CONNECTION
WITH ITS RECOMMED ACQUISITION BY HANOVER BIDCO
1. Introduction
The boards of Hydro and Hanover Bidco are pleased to announce
that they have reached agreement on the terms of a recommended
acquisition of the entire issued and to be issued share capital of
Hydro by Hanover Bidco not already owned by Hanover Bidco or the
Hanover Bidco Group.
The terms of the Acquisition value each Hydro Share at 194 pence
and the entire issued share capital of Hydro at approximately GBP28
million.
The Acquisition represents a premium of approximately:
o 45.3 per cent. over the closing middle market price of 133.5
pence per Hydro Share on 31 December 2015;
o 28.5 per cent. over the closing middle market price of 151.0
pence per Hydro Share on 20 January 2016, the Business Day
immediately prior to the first announcement of the Fund's
shareholding of Hydro Shares; and
o 8.1 per cent. over the closing middle market price of 179.5
pence per Hydro Share on 19 May 2016, the Business Day immediately
prior to the Possible Offer Announcement.
2. Summary of terms
It is intended that the Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement of the Company under
Part 26 of the Companies Act, further details of which are
contained in section 11 below.
Under the terms of the Acquisition, Scheme Shareholders will be
entitled to receive:
For each Scheme Share 194 pence in cash ("Cash Consideration")
3. Loan Note Alternative
As an alternative to receiving some or all of the Cash
Consideration, Scheme Shareholders (other than certain overseas
shareholders) will, subject to certain conditions and terms, be
able to elect to receive Loan Notes to be issued by Hanover Bidco
on the following basis:
for each GBP1 of Cash Consideration GBP1 nominal of Loan Notes
The Loan Notes will be issued, credited as fully paid, in
amounts and integral multiples of GBP1 nominal value. Any
fractional entitlements will be disregarded.
The Loan Notes will bear interest (from the date of issue to the
relevant holder of Loan Notes) payable six months in arrears at the
rate of the higher of 0.25 per cent. below LIBOR and 0 per cent.
Interest will be payable (less any tax required by law to be
deducted) in arrears on 1 January and 1 July in each year. The
first payment will be made on 1 January 2017 in respect of the
period from and including the date of issue of the Loan Notes.
Holders of the Loan Notes will have the right (subject to
certain restrictions) to redeem them for cash at par on 1 July 2017
or on any subsequent interest payment dates. The Loan Notes may be
redeemed by Hanover Bidco on or after 1 July 2017, if (i) more than
50 per cent. of the nominal amount of all of the Loan Notes has
been redeemed or the aggregate nominal amount of the Loan Notes
outstanding is less than GBP1.5 million; or (ii) if there has been
a change of control of Hanover Bidco. Unless previously redeemed or
repurchased, the Loan Notes will be repaid at par on 1 July 2019.
The Loan Notes will not be transferable other than to certain
permitted transferees. No application is intended to be made for
the Loan Notes to be listed or dealt in on any stock exchange.
No Loan Notes will be issued unless valid elections for the Loan
Note Alternative will result in the issue of at least GBP1.5
million in nominal value of Loan Notes, or such smaller amount as
Hanover Bidco may decide. If the Loan Notes are not issued for this
reason, Hydro Shareholders who elect for the Loan Note Alternative
will instead receive cash in accordance with the terms of the
Scheme.
The Loan Note Alternative is conditional upon the Scheme
becoming Effective.
4. Background to and reasons for the Acquisition
Hanover Investors is confident in the long term prospects for
Hydro and the water services sector it operates in. Hanover
Investors also recognises the recent achievements of the Hydro
management team in its plans to grow and diversify the business
through acquisitions and the expansion of the geographic and
service scope of the Hydro Group.
However, Hanover Investors believes that, as a relatively small
UK quoted company, Hydro will find it difficult to obtain the
necessary investment to grow successfully and to increase stock
liquidity and that the Acquisition presents Hydro Shareholders with
a liquidity opportunity now at an attractive premium over the share
price prior to Hanover Investors' acquisition of its stake in the
Company.
Hanover Investors intends to seek to continue to grow Hydro's
customer base and contracted revenue base, whilst ensuring control
of costs and eliminating the expense associated with a UK public
listing.
5. Recommendation
The Hydro Board, which has been so advised by Arden Partners,
considers the terms of the Acquisition to be fair and reasonable.
In providing its advice, Arden Partners has taken into account the
commercial assessments of the Hydro Board.
The Hydro Board believes that the terms of the Acquisition are
in the best interests of Hydro Shareholders as a whole and intends
unanimously to recommend that Scheme Shareholders vote in favour of
the resolutions to be proposed at the Court Meeting and that Hydro
Shareholders vote in favour of the resolutions to be proposed at
the General Meeting which are to be convened to approve the
Acquisition, as Tony Hollox, being the only Hydro Director who is a
Hydro Shareholder, has irrevocably undertaken to do in respect of
his own beneficial shareholding in the Company of 23,463 Hydro
Shares, representing approximately 0.2 per cent. of the existing
issued share capital of Hydro.
6. Information on the Hanover Funds, Hanover Holdco and Hanover Bidco
The Hanover Funds
Hanover AEF General Partner LP (the "General Partner") is the
general partner of the two limited partnerships constituting the
Hanover Funds. The Hanover Active Equity Fund LP (the "Fund") is a
Cayman Islands exempted limited partnership formed to invest in
small-cap public companies and private equity situations, primarily
in the UK, and currently has a total of approximately GBP61 million
in committed capital.
Hanover Investors Management (Cayman) Limited (the "Manager")
has been appointed by the General Partner as the manager of the
Hanover Funds and in turn Hanover Investors Management LLP
("Hanover Investors") provides certain investment advisory services
to the Manager in respect of the Hanover Funds.
Hanover Investors was incorporated on 7 January 2005 and is
authorised and regulated by the FCA. Matthew Peacock is the
founding partner of Hanover Investors.
Hanover Holdco
Hanover Holdco is a newly incorporated company formed at the
direction of Hanover Investors (on behalf of the Hanover Funds) for
the purpose of implementing the Acquisition. Hanover Holdco is
currently owned as to 100 per cent. by the Fund and will, as at the
Effective Date, be owned as to 100 per cent. by the Funds.
Hanover Holdco is an exempted company incorporated under the
laws of the Cayman Islands on 9 June 2016 with registered number
MC-312255. It has its registered office at c/o Maples Corporate
Services Limited, PO Box 309, Ugland House, South Church Street,
George Town, Grand Cayman, KY1-1104, Cayman Islands.
The Directors of Hanover Holdco are Martin Laidlaw, Fred
Lundqvist and Matthew Peacock.
Save for activities in connection with the implementation and
financing of the Acquisition, Hanover Holdco has not carried on any
business prior to the date of this announcement.
Hanover Bidco
Hanover Bidco is a newly incorporated company formed at the
direction of Hanover Investors (on behalf of the Hanover Funds) for
the purpose of implementing the Acquisition. Hanover Bidco is
currently owned as to 100 per cent. by Hanover Holdco and will, as
at the Effective Date, be owned as to 100 per cent. by Hanover
Holdco.
Hanover Bidco is a private limited company incorporated in
England and Wales on 10 May 2016 under the Companies Act with
registered number 10172715. It has its registered office at 32
Wigmore Street, London, United Kingdom, W1U 2RP.
The Directors of Hanover Bidco are Matthew Peacock and Tom
Russell.
Save for activities in connection with the implementation and
financing of the Acquisition, Hanover Bidco has not carried on any
business prior to the date of this announcement.
7. Information on Hydro
Hydro is a global supplier of environmentally sustainable
products and innovative solutions for the control and treatment of
stormwater, wastewater and combined sewer overflows. Hydro has
developed a range of technologies to control urban runoff and treat
stormwater, combined sewage overflows and municipal wastewater with
the aim of providing cost-effective solutions for controlling
quantity and improving quality of water. Hydro's products use a
range of advanced technologies including award-winning advanced
vortex technology.
Wastewater
Hydro provides technologies and supporting services to municipal
and industrial customers in applications including screening, grit
removal, and primary, secondary and tertiary treatment of water and
wastewater. Where necessary third party products are supplied
alongside Hydro's proprietary products, to provide a comprehensive
solution to the customer.
Major customers include the water utility companies in the UK
and municipal wastewater plant owners and operators across North
America.
Stormwater
Hydro provides low-energy solutions for the control of
stormwater flows and the removal of pollutants from these flows for
application in urban drainage systems.
Market demand is created largely by regulation governing the
requirements for stormwater management in new-build construction,
although retro-fit applications to solve existing problems such as
flooding or stormwater pollution are becoming increasingly
important.
End customers are typically accessed through a range of
distribution partners operating in the wider construction
market.
Headquartered and with offices in the UK, Hydro also operates
from offices in Ireland, USA, Dubai, Singapore and China.
For the year ended 31 December 2015, Hydro reported revenue of
GBP37.9 million and adjusted profit before tax of GBP2.4 million
(excluding amortisation of acquired intangible assets). As at 31
December 2015, Hydro had gross assets of GBP29.7 million and net
cash of GBP2.3 million.
8. Interests in Hydro Shares and irrevocable undertakings
8.1 Hanover Investors
As at the close of business on 16 June 2016, being the last
practicable date before this announcement, the Fund, being a fund
advised by Hanover Investors, owned 2,553,209 Hydro Shares, and Tom
Russell, being a Hanover Bidco Director, owned 3,733 Hydro Shares,
representing in aggregate approximately 17.7 per cent. of the
existing issued share capital of Hydro.
8.2 Hydro Directors
An irrevocable undertaking to vote, or procure the vote, in
favour of all of the resolutions to be proposed at the Court
Meeting and the General Meeting which are to be convened to approve
the Acquisition (or, in the event that the Acquisition is
implemented by way of a takeover offer, to accept, or procure the
acceptance of such offer) have been received from Tony Hollox
(being the only Hydro Director who holds Hydro Shares) in respect
of his entire beneficial holding of Hydro Shares of 23,463 Hydro
Shares, which represent approximately 0.2 per cent. of the existing
issued share capital of the Company. In addition, Michael Jennings
and Tony Hollox, being the only Hydro Directors who have interests
in Hydro Shares via the Hydro Share Schemes (being interests in
460,702 and 111,508 Hydro Shares respectively), have irrevocably
undertaken to accept appropriate proposals to be made in due course
in accordance with Rule 15 of the Code in respect of such interests
in Hydro Shares.
8.3 Other shareholders
Irrevocable undertakings to vote, or procure the vote, in favour
of all of the resolutions to be proposed at the Court Meeting and
the General Meeting which are to be convened to approve the
Acquisition (or, in the event that the Acquisition is implemented
by way of a takeover offer, to accept, or procure the acceptance of
such offer) have been received from (i) Rathbone Nominees Limited
in respect of 2,155,095 Hydro Shares; (ii) Impax Asset Management
Limited in respect of 1,868,845 Hydro Shares; and (iii) Jonathan
Hart in respect of 1,329,876 Hydro Shares, which in aggregate
represent approximately 37.1 per cent. of the existing issued share
capital of the Company.
9. Management, employees and locations
Hanover Bidco confirms that, following implementation of the
Acquisition, the existing contractual and statutory employment
rights, including in relation to pensions, of all Hydro employees
will be honoured.
The Hanover Bidco Board anticipates that in order to achieve
some of the expected benefits of the Acquisition, it will be
necessary to generate cost-savings, including via some headcount
reductions and managerial changes.
Hanover Bidco intends to undertake a detailed review of the
fixed assets and locations of Hydro and its subsidiaries and
businesses within 3 months after the Effective Date. Pending the
completion of that review, Hanover Bidco has no current intentions
to make any change to Hydro's principal place of business or fixed
assets.
Following the Effective Date, Hanover Bidco intends to implement
management arrangements more suited to a private company.
Therefore, upon the Scheme becoming effective it is proposed that
the non-executive Directors will resign from the board of the
Company and will be replaced by directors appointed by Hanover
Bidco.
In accordance with Rule 16.2(a) of the Code, Hanover Bidco
confirms that no incentivisation arrangements are proposed for
Hydro's management.
10. Hydro Share Schemes
Hanover Bidco will make appropriate proposals to participants in
the Hydro Share Schemes in due course. Participants in the Hydro
Share Schemes will be contacted separately regarding the effect of
the Acquisition on their rights under the Hydro Share Schemes and
with the details of Hanover Bidco's proposals.
The Scheme will extend to any Hydro Shares which are
unconditionally allotted or issued before the Scheme Record Time,
including those allotted or issued as a result of the exercise of
options or vesting of awards under the Hydro Share Schemes.
The Scheme will not extend to Hydro Shares issued after the
Scheme Record Time. However, it is proposed to amend the Company's
articles of association at the General Meeting to provide that, if
the Scheme becomes effective pursuant to its terms, any Hydro
Shares issued to any person after the Scheme Record Time (including
in satisfaction of an option exercised under one of the Hydro Share
Schemes) will be automatically transferred to Hanover Bidco in
consideration for the payment by Hanover Bidco to such persons of
194 pence in cash for each Hydro Share so transferred.
11. Structure of the Acquisition
It is intended that the Acquisition will be implemented by means
of a court-sanctioned scheme of arrangement of the Company under
Part 26 of the Companies Act.
The purpose of the Scheme is to provide for Hanover Bidco to
become the owner of the entire issued and to be issued share
capital of Hydro not already owned by it or the Hanover Bidco
Group. In order to achieve this, the Scheme Shares will be
transferred to Hanover Bidco under the Scheme. In consideration for
this transfer, the Scheme Shareholders will receive cash and/or
Loan Notes on the basis set out in sections 2 and 3 of this
announcement. The transfer to Hanover Bidco of the Scheme Shares
will result in Hydro becoming a wholly owned subsidiary of Hanover
Bidco.
The Scheme requires approval by Hydro Shareholders (other than
Excluded Shareholders) by the passing of a resolution at the Court
Meeting. This resolution must be approved by a majority in number
of the holders of Scheme Shares present and voting, either in
person or by proxy, representing not less than 75 per cent. in
value of the Scheme Shares held by such holders. In addition, a
special resolution to deal with certain ancillary matters must be
passed at the General Meeting to be held immediately after the
Court Meeting.
The Scheme must also be sanctioned by the Court. Any Scheme
Shareholder is entitled to attend the Scheme Court Hearing in
person or through counsel to support or oppose the sanctioning of
the Scheme. The Scheme will only become Effective upon delivery to
the Registrar of Companies of a copy of the Court Order.
The Scheme is also subject to certain Conditions and certain
further terms referred to in Appendix I of this announcement and to
be set out in the Scheme Circular. The Conditions in Appendix I
provide that the Acquisition will lapse if, amongst other
things:
(a) the Court Meeting and General Meeting are not held on or
before the 22nd day after the expected date of the meetings, which
will be set out in the Scheme Circular in due course (or such later
date as may be agreed by Hanover Bidco and Hydro);
(b) the Scheme Court Hearing is not held on or before the 22nd
day after the expected date of the hearing, which will be set out
in the Scheme Circular in due course (or such later date as may be
agreed by Hanover Bidco and Hydro); or
(c) the Scheme does not become Effective by the Longstop Date
(or such later date as may be agreed by Hanover Bidco and
Hydro)
provided that these deadlines may be waived by Hanover Bidco
with, if required, the consent of the Court.
Once the Scheme becomes Effective, it will be binding on all
Scheme Shareholders, whether or not they voted at the Court Meeting
and the General Meeting and, if they did vote, whether or not they
voted in favour of or against the resolutions proposed at those
meetings.
The terms of the Scheme will provide that the Scheme Shares will
be acquired fully paid and free from all liens, equitable
interests, charges, encumbrances, options, rights of pre-emption
and any other third party rights or interests of any nature
whatsoever and together with all rights attaching thereto,
including the right to receive and retain all dividends and other
distributions and returns of value declared, paid or made after the
Effective Date.
If any dividend or other distribution or return of value is
proposed, declared, made, paid or becomes payable by Hydro in
respect of any Hydro Share on or after the date of this
announcement and prior to the Scheme becoming Effective, Hanover
Bidco will have the right to reduce the value of the consideration
payable for each Hydro Share by up to the amount per Hydro Share of
such dividend, distribution or return of value except where the
Hydro Share is or will be acquired pursuant to the Scheme on a
basis which entitles Hanover Bidco to receive the dividend,
distribution or return of value and to retain it.
If any such dividend, distribution or return of value is paid or
made after the date of this announcement and Hanover Bidco
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 Hanover Bidco 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.
Hanover Bidco reserves the right, subject to the prior consent
of the Panel, to elect to implement the acquisition of the Hydro
Shares by way of a takeover offer (as such term is defined in
section 974 of the Companies Act). In such event, such takeover
offer will be implemented on the same terms (subject to appropriate
amendments as described in Part 2 of Appendix I), so far as
applicable, as those which would apply to the Scheme. Furthermore,
if such offer is made and sufficient acceptances of such offer are
received, when aggregated with Hydro Shares otherwise acquired by
Hanover Bidco, it is the intention of Hanover Bidco to apply the
provisions of section 979 of the Companies Act to acquire
compulsorily any outstanding Hydro Shares to which such offer
relates.
12. De-listing and re-registration
It is intended that the last day of dealings in, and for
registration of transfers of, Hydro Shares (other than the
registration of the transfer of the Scheme Shares to Hanover Bidco
pursuant to the Scheme) will be the last Business Day prior to the
Effective Date, following which all Hydro Shares will be suspended
from trading on AIM, and Hydro Shares will be disabled in
CREST.
After the Scheme Record Time and before the Scheme becomes
Effective, entitlements to Hydro Shares in CREST will be cancelled
and such entitlements rematerialised. On the Effective Date, all
share certificates in respect of Hydro will cease to be valid and
should be destroyed.
Upon completion of the Acquisition, the Company will become a
wholly-owned subsidiary of Hanover Bidco and an application will be
made to the London Stock Exchange for the cancellation of the
admission to trading of Hydro Shares on AIM. It is expected that
such cancellation of admission to trading would take effect on the
Business Day after the Effective Date.
Hanover Bidco intends to re-register Hydro as a private company
as soon as it is appropriate to do so under the provisions of the
Companies Act.
13. Offer-related arrangements
Hanover Investors and Hydro entered into a confidentiality
agreement on 8 June 2016, pursuant to which Hanover Investors has
undertaken to keep confidential information relating to Hydro and
not to disclose it to third parties (other than permitted
recipients) unless required by applicable law or regulation (the
"Confidentiality Agreement"). These confidentiality obligations
will remain in force until completion of the Acquisition or for a
period of 5 years from the date of the Confidentiality
Agreement.
14. Financing of the Acquisition
The Cash Consideration due under the Acquisition will be funded
by a combination of (i) cash from the equity subscription of
Hanover Bidco Ordinary Shares by one or both of the Hanover Funds
through Hanover Holdco; and (ii) loan note subscriptions pursuant
to the Hanover Bidco Loan Note Instrument from one or both of the
Hanover Funds to Hanover Bidco.
Pursuant to the Subscription Agreement, the General Partner has
agreed, on behalf of the Fund, that it will subscribe for a
sufficient number of Hanover Holdco Ordinary Shares at a price of
GBP1 per Hanover Holdco Ordinary Share to ensure that Hanover
Holdco receives an amount equal to the Cash Consideration and
Hanover Holdco has agreed that it will subscribe for a sufficient
number of Hanover Bidco Ordinary Shares at a price of GBP1 per
Hanover Bidco Ordinary Share so as to provide Hanover Bidco with
the amount required to satisfy the aggregate Cash Consideration
payable in accordance with the Acquisition, in each case less any
amount funded by the note subscriptions or the Co-Invest Fund. The
obligations to subscribe for Hanover Holdco Ordinary Shares and
Hanover Bidco Ordinary Shares are conditional upon the Acquisition
becoming Effective.
As at the close of business on 16 June 2016, being the last
practicable date before this announcement, the Fund, being a fund
advised by Hanover Investors, owned 2,553,209 Hydro Shares, and Tom
Russell, being a Hanover Bidco Director, owned 3,733 Hydro Shares,
representing in aggregate approximately 17.7 per cent. of the
existing issued share capital of Hydro.
Panmure Gordon is satisfied that Hanover Bidco has the necessary
financial resources available to satisfy in full the Cash
Consideration payable under the Acquisition.
15. Overseas shareholders
The availability of the Loan Note Alternative under the terms of
the Acquisition to persons not resident in the United Kingdom may
be affected by the laws and regulations of the relevant
jurisdiction. Such persons should inform themselves about and
observe any applicable requirements. In particular, US shareholders
of Hydro will only receive Cash Consideration in connection with
the Acquisition and may not elect to receive any Loan Notes.
Further details in relation to overseas shareholders will be
contained in the Scheme Circular.
This announcement does not constitute an offer or invitation to
purchase any securities.
16. Disclosure of interests in Hydro Shares
Save for a total of 2,553,209 Hydro shares held by the Fund and
3,733 Hydro Shares held by Tom Russell, which represent in
aggregate approximately 17.7 per cent. of Hydro's issued ordinary
share capital, and the irrevocable undertakings, referred to in
section 8 above, as at close of business on 16 June 2016, being the
last practicable Business Day prior to this announcement, neither
Hanover Bidco, Hanover Holdco, Hanover Investors, any of the
Hanover Funds, nor any of the directors or members (as applicable)
of Hanover Bidco, Hanover Holdco, Hanover Investors or any of the
Hanover Funds nor, so far as Hanover Bidco, Hanover Holdco, Hanover
Investors, the Hanover Funds and the directors of Hanover Bidco,
Hanover Holdco, Hanover Investors and the Hanover Funds are aware,
any person acting, or deemed to be acting in concert with Hanover
Bidco for the purpose of the Acquisition has:
(i) any interest, or right to subscribe for, any relevant securities of Hydro;
(ii) any share positions in respect of any securities of Hydro
(whether conditional or absolute and whether in the money or
otherwise), including any share position under a derivative, any
agreement to sell or any delivery obligation or right to require
another person to take delivery of, relevant securities of
Hydro;
(iii) borrowed or lent any relevant Hydro securities (save for
borrowed shares which have either been or lent or sold);
(iv) procured an irrevocable commitment or letter of intent to
vote in favour of the Scheme or accept a takeover offer in respect
of any relevant Hydro securities; or
(v) any arrangement in relation to any relevant Hydro securities.
17. Expected timetable
Further details of the Scheme will be contained in the Scheme
Circular which will be sent to Hydro Shareholders as soon as
practicable and in any event within 28 days of this announcement
unless otherwise agreed with the Panel.
Further details on the timetable for implementation of the
Scheme will be set out in the Scheme Circular, which will also
include the notices of the Court Meeting and the General Meeting
and specify the necessary actions to be taken by Hydro
Shareholders. It is expected that the Scheme Circular will be
posted within 28 days of the date of this announcement (unless
Hanover Bidco and Hydro otherwise agree, and the Panel consents, to
a later date).
18. Documents available on website
Copies of the following documents will be available at
www.hydro-int.com from no later than 12 noon on the Business Day
following the date of this announcement and shall remain available
there until the Scheme has become Effective or has lapsed or been
withdrawn:
-- the irrevocable undertakings listed in Appendix III to this announcement;
-- the Subscription Agreement referred to in section 14 above;
-- the Hanover Bidco Loan Note Instrument referred to in section 14 above;
-- the Confidentiality Agreement referred to in section 13 above; and
-- this announcement.
19. Market quotations
The following table shows the closing middle market price of
Hydro Shares on the following dates, unless otherwise
indicated:
-- the first Business Day of each of the six months immediately
before the date of this announcement;
-- 31 December 2015;
-- 20 January 2016; and
-- 19 May 2016, being the last Business Day before the Possible Offer Announcement.
Date Price per Hydro
Share (pence)
1 December 2015 134
--------------------------
31 December 2015 133.5
--------------------------
4 January 2016 145.5
--------------------------
20 January 2016 151.0
--------------------------
1 February 2016 166.5
--------------------------
1 March 2016 177.5
--------------------------
1 April 2016 159
--------------------------
3 May 2016 167
--------------------------
19 May 2016 179.5
--------------------------
20. General
The Acquisition will be made subject to the Conditions and on
the terms contained in Appendix I to this announcement and on the
further terms and Conditions to be set out in the Scheme Circular.
The Scheme will be governed by English law and subject to the
applicable rules and regulations of the London Stock Exchange, the
Panel and the FCA.
The Conditions and certain further terms of the Acquisition are
set out in Appendix I to this announcement. Appendix II contains
bases and sources of certain information contained within this
announcement. Appendix III contains details of the irrevocable
undertakings given to Hanover Bidco. Appendix IV contains the
definitions of certain terms used in this announcement.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44(0)20 7766 8400
Tom Russell
Fred Lundqvist
Panmure Gordon (UK) Limited (Financial adviser to Hanover
Bidco)
Dominic Morley Tel: +44(0)20 7886 2500
Charles Leigh-Pemberton
Hydro International plc
Michael Jennings, Chief Executive Tel: +44(0)12 7587 8371
Tony Hollox, Chief Financial Officer
Arden Partners plc (Financial adviser to Hydro)
Steven Douglas Tel: +44(0)20 7614 5900
Further information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Hydro in any jurisdiction in
contravention of applicable law.
Any vote in respect of the Acquisition should only be made on
the basis of the information contained in the Scheme Circular,
which will contain the full terms and conditions of the Acquisition
and the Scheme (including details of how to vote). Hydro
Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
Please be aware that addresses, electronic addresses and certain
other information provided by Hydro Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Hydro may be provided to Hanover
Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code.
Panmure Gordon, which is authorised and regulated by the FCA in
the United Kingdom, is acting for Hanover Bidco and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Hanover Bidco for providing the protections
afforded to clients of Panmure Gordon nor for providing advice in
relation to the Acquisition.
Arden Partners, which is authorised and regulated by the FCA in
the United Kingdom, is acting for Hydro and no-one else in
connection with the Acquisition and will not be responsible to
anyone other than Hydro for providing the protections afforded to
clients of Arden Partners nor for providing advice in relation to
the Acquisition.
Overseas jurisdictions
The availability of the Loan Notes in, and the release,
publication or distribution of this announcement in or into,
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable restrictions. Hydro
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent adviser in the relevant
jurisdiction without delay. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Notes to US investors in Hydro
Shareholders of Hydro in the United States should note that the
Acquisition relates to the shares of an English company and is
proposed to be made by means of a scheme of arrangement provided
for under, and governed by, English law. Neither the proxy
solicitation nor the tender offer rules under the US Securities
Exchange Act of 1934, as amended, will apply to the Scheme. US
shareholders of Hydro will only receive Cash Consideration in
connection with the Acquisition and may not elect to receive any
Loan Notes.
The Scheme will be subject to the disclosure requirements and
practices applicable in the UK to schemes of arrangement, which
differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information
included in this announcement and the Scheme Circular has been or
will be prepared in accordance with, where relevant, International
Financial Reporting Standards as adopted by the European Union and
accounting standards applicable in the UK and may not be comparable
to financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
Hydro and Hanover Bidco are each organised under the laws of
England. All of the officers and directors of Hydro and Hanover
Bidco are residents of countries other than the United States. It
may not be possible to sue Hydro or Hanover Bidco in a non-US court
for violations of US securities laws. Furthermore, it may be
difficult to compel Hydro, Hanover Bidco and their respective
affiliates to subject themselves to the jurisdiction and judgment
of a US court.
Notes regarding Loan Notes
The Loan Notes to be issued pursuant to the Scheme have not been
and will not be registered under the US Securities Act of 1933, as
amended, or under the relevant securities laws of any state or
territory or other jurisdiction of the United States or the
relevant securities laws of Japan and the relevant clearances have
not been, and will not be, obtained from the securities commission
of any province of Canada. No prospectus in relation to the Loan
Notes has been, or will be, lodged with, or registered by, the
Australian Securities and Investments Commission. Accordingly, the
Loan Notes are not being, and may not be, offered, sold, resold,
delivered or distributed, directly or indirectly in or into the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of relevant laws of, or
require registration thereof in, such jurisdiction (except pursuant
to an exemption, if available, from any applicable registration
requirements or otherwise in compliance with all applicable
laws).
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. 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 securities exchange offeror(s), 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 pm (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
securities exchange 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.
Forward-looking statements
This announcement contains certain forward-looking statements,
including statements regarding Hanover Bidco's and Hydro's plans,
objectives and expected performance. Such statements relate to
events and depend on circumstances that will occur in the future
and are subject to risks, uncertainties and assumptions. There are
a number of factors which could cause actual results and
developments to differ materially from those expressed or implied
by such forward looking statements, including, among others the
enactment of legislation or regulation that may impose costs or
restrict activities; the re-negotiation of contracts or licences;
fluctuations in demand and pricing in the water services industry;
fluctuations in exchange controls; changes in government policy and
taxations; industrial disputes; war and terrorism. These
forward-looking statements speak only as at the date of this
announcement.
Publication of this announcement
A copy of this announcement will be available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on www.hanoverinvestors.com and
www.hydro-int.com.
The contents of Hydro's website and the Hanover Investors
website are not incorporated into and do not form part of this
announcement.
Appendix I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part 1 - Conditions of the Acquisition
1. The Acquisition will be conditional upon:
(a) the Scheme Meeting and General Meeting being held on or
before the 22nd day after the expected date of the meetings to be
set out in the Scheme Circular in due course or such later date (if
any) as Hanover Bidco and Hydro may agree;
(b) the Scheme Court Hearing being held on or before the 22nd
day after the expected date of the hearing date to be set out in
the Scheme Circular in due course, or such later date (if any) as
Hanover Bidco and Hydro may agree; and
(c) the Scheme becoming unconditional and becoming Effective by
no later than the Longstop Date or such later date (if any) as
Hanover Bidco and Hydro may agree and (if required) the Court may
allow.
2. The Scheme will be conditional on:
(a) its approval by a majority in number of the holders of
Scheme Shares present, entitled to vote and voting at the Court
Meeting, or at any adjournment thereof, either in person or by
proxy, representing not less than 75 per cent. in value of the
Scheme Shares held by such holders;
(b) all resolutions required to approve and implement the Scheme
(including, without limitation, to amend the Company's articles of
association) being duly passed by the requisite majority of the
Hydro Shareholders at the General Meeting, or at any adjournment
thereof;
(c) the sanction of the Scheme by the Court (with or without
modifications, on terms reasonably acceptable to Hydro and Hanover
Bidco); and
(d) an office copy of the Court Order being delivered for
registration to the Registrar of Companies.
3. The Acquisition is also conditional on the following
conditions having been satisfied or, where applicable, waived and
accordingly the necessary actions to make the Scheme Effective will
not be taken unless such conditions have been so satisfied or
waived:
(a) insofar as the Acquisition constitutes a relevant merger
situation for the purpose of the Enterprise Act 2002 and is
notified to, or otherwise investigated by, the CMA, the CMA issuing
a decision in terms satisfactory to Hanover Bidco that it is not
the CMA's intention to make a Phase 2 CMA Reference, such decision
being either unconditional or conditional on the CMA's acceptance
of undertakings in lieu under Section 73 Enterprise Act 2002 which
are satisfactory to Hanover Bidco (or the applicable time period
for the CMA to issue either decision having expired without it
having done so and without it having made a Phase 2 CMA
Reference);
(b) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body,
authority, court, trade agency, association, institution,
environmental body, Merger Control Authority or any other person or
body in any jurisdiction (each a "Relevant Authority") having
decided to take, instituted, implemented or threatened any action,
proceedings, suit, investigation, enquiry or reference, or made,
proposed or enacted any statute, regulation, order or decision or
taken any other steps and there not continuing to be outstanding
any statute, regulation, order or decision, which would or
might:
(i) make the Acquisition or the acquisition of any Hydro Shares,
or control of Hydro by Hanover Bidco void, illegal or unenforceable
or otherwise restrict, restrain, prohibit, delay or interfere with
the implementation thereof, or impose additional conditions or
obligations with respect thereto, or require material amendment
thereof or otherwise challenge or interfere therewith;
(ii) require or prevent the divestiture by any member of the
Hydro Group or any company of which 20 per cent. or more of the
voting capital is held by any member of the Hydro Group or any
partnership, joint venture, firm or company in which any member of
the Hydro Group may be interested (the "wider Hydro Group") or by
any member of the Hanover Bidco Group or any associated undertaking
or any company of which 20 per cent. or more of the voting capital
is held by the Hanover Bidco Group or any partnership, joint
venture, firm or company in which any member of the Hanover Bidco
Group may be interested (the "wider Hanover Bidco Group") of all or
any portion of their respective businesses, assets or property or
impose any limitation on the ability of any of them to conduct
their respective businesses or own any of their assets or
property;
(iii) impose any limitation on or result in a delay in the
ability of any member of the wider Hydro Group or the wider Hanover
Bidco Group to acquire or to hold or to exercise effectively any
rights of ownership of shares or loans or securities convertible
into shares in any member of the wider Hydro Group or of the wider
Hanover Bidco Group held or owned by it or to exercise management
control over any member of the wider Hydro Group or of the wider
Hanover Bidco Group to an extent which is material in the context
of the Hydro Group taken as a whole or, as the case may be, the
Hanover Bidco Group taken as a whole;
(iv) require any member of the wider Hanover Bidco Group or the
wider Hydro Group to acquire or offer to acquire any shares or
other securities in any member of the wider Hydro Group; or
(v) otherwise materially and adversely affect the assets,
business, profits or prospects of any member of the wider Hanover
Bidco Group or of any member of the wider Hydro Group;
and all applicable waiting and other time periods during which
any such Relevant Authority could decide to take, institute,
implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference having expired, lapsed or been
terminated;
(c) all necessary notifications and filings having been made,
all applicable waiting periods (including any extensions thereof)
under any applicable legislation or regulations of any jurisdiction
having expired, lapsed or been terminated, in each case in respect
of the Acquisition and the acquisition of any Hydro Shares, or of
control of Hydro, by Hanover Bidco, and all authorisations, orders,
recognitions, grants, consents, licences, confirmations,
clearances, permissions and approvals ("Authorisations") necessary
or appropriate in any jurisdiction for, or in respect of, the
Acquisition and the proposed acquisition of any Hydro Shares, or of
control of Hydro, by Hanover Bidco and to carry on the business of
any member of the wider Hanover Bidco Group or of the wider Hydro
Group having been obtained, in terms and in a form satisfactory to
Hanover Bidco, from all appropriate Relevant Authorities and from
any persons or bodies with whom any member of the wider Hanover
Bidco Group or the wider Hydro Group has entered into contractual
arrangements and all such Authorisations remaining in full force
and effect at the time at which the Acquisition becomes Effective
and Hanover Bidco having no knowledge of an intention or proposal
to revoke, suspend or modify or not to renew any of the same and
all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(d) except as Disclosed by Hydro prior to the date of this
announcement, there being no provision of any arrangement,
agreement, licence, permit or other instrument to which any member
of the wider Hydro Group is a party or by or to which any such
member or any of their assets is or may be bound, entitled or be
subject to and which, in consequence of the Acquisition or the
acquisition or proposed acquisition of any Hydro Shares, or control
of Hydro, by Hanover Bidco or otherwise, would or might, result
in:
(i) any monies borrowed by, or other indebtedness actual or
contingent of, any such member of the wider Hydro Group being or
becoming repayable or being capable of being declared immediately
or prior to its or their stated maturity or the ability of any such
member to borrow monies or incur any indebtedness being inhibited
or becoming capable of being withdrawn;
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business,
property or assets of any such member or any such security
(whenever arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, licence or instrument
being terminated or adversely modified or any action being taken of
an adverse nature or any obligation or liability arising
thereunder;
(iv) any assets of any such member being disposed of or charged,
or right arising under which any such asset could be required to be
disposed of or charged, other than in the ordinary course of
business;
(v) the interest or business of any such member of the wider
Hydro Group in or with any firm or body or person, or any
agreements or arrangements relating to such interest or business,
being terminated or adversely modified or affected;
(vi) any such member ceasing to be able to carry on business
under any name under which it presently does so;
(vii) the creation of liabilities (actual or contingent) by any such member; or
(viii) the financial or trading position of any such member
being prejudiced or adversely affected,
and no event having occurred which, under any provision of any
arrangement, agreement, licence or other instrument to which any
member of the wider Hydro Group is a party, or to which any such
member or any of its assets may be bound, entitled or subject,
could result in any of the events or circumstances as are referred
to in paragraphs (i) to (viii) of this condition (d);
(e) except as Disclosed by Hydro prior to the date of this
announcement, no member of the wider Hydro Group having, since 31
December 2015:
(i) issued, agreed to issue or proposed the issue of additional
shares or securities of any class, or securities convertible into,
or exchangeable for or rights, warrants or options to subscribe for
or acquire, any such shares, securities or convertible securities
(save as between Hydro and wholly-owned subsidiaries of Hydro and
save for options granted, and for any Hydro Shares allotted upon
exercise of options granted under the Hydro Share Schemes before
the date of this announcement), or redeemed, purchased or reduced
any part of its share capital;
(ii) sold or transferred or agreed to sell or transfer any Treasury Shares;
(iii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution other than to Hydro or a wholly-owned subsidiary of
Hydro;
(iv) agreed, authorised, proposed or announced its intention to
propose any merger or demerger or acquisition or disposal of assets
or shares (other than in the ordinary course of trading) or to any
material change in its share or loan capital;
(v) issued, authorised or proposed the issue of any debentures
or incurred any indebtedness or contingent liability;
(vi) acquired or disposed of or transferred, mortgaged or
encumbered any asset or any right, title or interest in any asset
(other than in the ordinary course of trading);
(vii) entered into or varied or announced its intention to enter
into or vary any contract, arrangement or commitment (whether in
respect of capital expenditure or otherwise) which is of a
long-term or unusual nature or involves or could involve an
obligation of an unusual nature or magnitude;
(viii) entered into or proposed or announced its intention to
enter into any reconstruction, amalgamation, transaction or
arrangement (otherwise than in the ordinary course of
business);
(ix) taken any action nor having had any steps taken or legal
proceedings started or threatened against it for its winding-up or
dissolution or for it to enter into any arrangement or composition
for the benefit of its creditors, or for the appointment of a
receiver, administrator, trustee or similar officer of it or any of
its assets (or any analogous proceedings or appointment in any
overseas jurisdiction);
(x) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business;
(xi) entered into or varied or made any offer to enter into or
vary the terms of any service agreement or arrangement with any of
the directors of Hydro;
(xii) waived, compromised or settled any claim which is material
in the context of the wider Hydro Group; or
(xiii) entered into or made an offer (which remains open for
acceptance) to enter into any agreement, arrangement or commitment
or passed any resolution with respect to any of the transactions or
events referred to in this paragraph (e);
(f) since 31 December 2015, except as Disclosed by Hydro prior
to the date of this announcement:
(i) there having been no adverse change in the business, assets,
financial or trading position or profits or prospects of any member
of the wider Hydro Group;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted, announced or
threatened by or against or remaining outstanding against any
member of the wider Hydro Group and no enquiry or investigation by
or complaint or reference to any Relevant Authority against or in
respect of any member of the wider Hydro Group having been
threatened, announced or instituted or remaining outstanding;
and
(iii) no contingent or other liability having arisen or been
incurred which might reasonably be expected to adversely affect any
member of the Hydro Group;
(g) Hanover Bidco not having discovered that, save as Disclosed
by Hydro prior to the date of this announcement:
(i) the financial, business or other information concerning the
wider Hydro Group which has been disclosed at any time by or on
behalf of any member of the wider Hydro Group whether publicly (by
the delivery of an announcement to a Regulatory Information
Service) or to Hanover Bidco or its professional advisers, either
contains a misrepresentation of fact or omits to state a fact
necessary to make the information contained therein not misleading;
or
(ii) any member of the wider Hydro Group is subject to any
liability, contingent or otherwise, which is not disclosed in the
annual report and accounts of Hydro for the financial year ended 31
December 2015;
(iii) any past or present member of the wider Hydro Group has
not complied with all applicable legislation or regulations of any
jurisdiction or any notice or requirement of any Relevant Authority
with regard to the storage, disposal, discharge, spillage, leak or
emission of any waste or hazardous substance or any substance
likely to impair the environment or harm human health which
non-compliance would be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the
wider Hydro Group;
(iv) there has been a disposal, spillage, emission, discharge or
leak of waste or hazardous substance or any substance likely to
impair the environment or harm human health on, or from, any land
or other asset now or previously owned, occupied or made use of by
any past or present member of the wider Hydro Group, or in which
any such member may now or previously have had an interest, which
would be likely to give rise to any liability (whether actual or
contingent) on the part of any member of the wider Hydro Group;
(v) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, reinstate or
clean up any property now or previously owned, occupied or made use
of by any past or present member of the wider Hydro Group or in
which any such member may now or previously have had an interest
under any environmental legislation or regulation or notice,
circular or order of any Relevant Authority in any jurisdiction;
or
(vi) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
product or process of manufacture, or materials used therein, now
or previously manufactured, sold or carried out by any past or
present member of the wider Hydro Group which claim or claims would
be likely to affect adversely any member of the wider Hydro
Group.
Conditions (a) to (g) inclusive must be fulfilled, be determined
by Hanover Bidco to be or remain satisfied or (if capable of
waiver) be waived by Hanover Bidco by 11.59 p.m. on the date
immediately preceding the Scheme Court Hearing, failing which the
Scheme shall lapse.
To the extent permitted by law and subject to the requirements
of the Panel, Hanover Bidco reserves the right to waive all or any
of Conditions 1 and 3(a) to (g) inclusive, in whole or in part.
Hanover Bidco shall be under no obligation to waive or treat as
fulfilled any of Conditions 3(a) to (g) inclusive by a date earlier
than the date specified above in Condition 1 for the fulfilment
thereof notwithstanding that the other Conditions of the
Acquisition 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.
The Scheme will not proceed if the CMA makes a Phase 2 CMA
Reference in respect of the Acquisition before the date of the
Court Meeting. In such event neither Hydro, Hanover Bidco nor any
Hydro Shareholder will be bound by any term of the Scheme.
Part 2 - Certain further terms of the Acquisition
1. Hanover Bidco reserves the right to elect to implement the
Acquisition by way of a takeover offer (as defined in section 974
of the Companies Act). In such event, such offer will (unless
otherwise determined by Hanover Bidco and subject to the consent of
the Panel), be implemented on the same terms and conditions subject
to appropriate amendments to reflect the change in method of
effecting the Acquisition, which may include changing the
consideration structure under the terms of the Acquisition and
(without limitation and subject to the consent of the Panel) an
acceptance condition set at 90 per cent. (or such lesser
percentage, being more than 50 per cent., as Hanover Bidco may
decide) of the voting rights then exercisable at a general meeting
of Hydro, including, for this purpose, any such voting rights
attaching to Hydro Shares that are unconditionally allotted or
issued, and to any Treasury Shares which are unconditionally
transferred or sold by Hydro, before the takeover offer becomes or
is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding subscription or conversion rights
or otherwise.
2. If Hanover Bidco is required by the Panel to make an offer
for Hydro Shares under the provisions of Rule 9 of the Code,
Hanover Bidco may make such alterations to any of the above
conditions as are necessary to comply with the provisions of that
Rule.
3. The Scheme and the Acquisition and any dispute or claim
arising out of, or in connection with, them (whether contractual or
non-contractual in nature) will be governed by English law and will
be subject to the jurisdiction of the Courts of England.
4. The Hydro Shares will be acquired under the Acquisition fully
paid and free from all liens, equitable interests, charges,
encumbrances, options, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together
with all rights attaching thereto, including the right to receive
and retain all dividends and other distributions and returns of
value declared, paid or made after the Effective Date. If any
dividend or other distribution or return of value is proposed,
declared, made, paid or becomes payable by Hydro in respect of an
Hydro Share on or after the date of this announcement and prior to
the Effective Date, Hanover Bidco will have the right to reduce the
value of the consideration payable for each Hydro Share by up to
the amount per Hydro Share of such dividend, distribution or return
of value except where the Hydro Share is or will be acquired
pursuant to the Scheme on a basis which entitles Hanover Bidco to
receive the dividend, distribution or return of value and to retain
it. If any such dividend or distribution or return of value is paid
or made after the date of this announcement and Hanover Bidco
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 Hanover Bidco 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.
5. The availability of the Loan Notes to persons not resident in
the United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
6. Under Rule 13.5 of the Code, Hanover Bidco may not invoke a
condition to the Acquisition so as to cause the Acquisition not to
proceed, to lapse or to be withdrawn unless the circumstances which
give rise to the right to invoke the condition are of material
significance to Hanover Bidco in the context of the Acquisition.
The Conditions contained in paragraphs 1, 2 and 3(a) of Part 1 of
this Appendix are not subject to this provision of the Code.
Appendix II
bases and sources of information
Save as otherwise set out in this announcement, the following
constitute the bases and sources of information referred to in this
announcement:
1. Financial information relating to Hydro has been extracted from the Annual Report.
2. All information relating to Hanover Investors, the Hanover
Funds, Hanover Holdco and Hanover Bidco has been provided by
persons authorised by the Hanover Bidco Board.
3. References to the value of the Acquisition of the whole of
the issued and to be issued share capital of Hydro assume the
number of Hydro Shares currently in issue to be 14,429,089.
4. References to the availability to Hanover Bidco of the
necessary resources to implement the Scheme also assume that there
are currently options outstanding in respect of 804,808 unissued
Hydro Shares.
Appendix III
IRREVOCABLE UNDERTAKINGS
Hydro Directors
The following holder of Hydro Shares has given an irrevocable
undertaking to vote in favour of all of the Resolutions to be
proposed at the Court Meeting and the General Meeting:
Name of Hydro Number of existing Percentage
Shareholder issued Hydro of existing
Shares issued share
capital of
Hydro
Tony Hollox 23,463 0.2
------------------- --------------
The above irrevocable undertaking (and the irrevocable
undertakings given by Michael Jennings and Tony Hollox in respect
of their interests in Hydro Shares via the Hydro Shares Schemes)
will cease to be binding only if:
(a) the Scheme Circular (or, in the event that the Acquisition
is implemented by way of a takeover offer, the offer document
setting out the terms of such takeover offer) is not despatched to
Hydro Shareholders on or before the date which is 28 days after the
date of this announcement or such later time as may be agreed
between Hydro and Hanover Bidco with the consent of the Panel;
(b) the Acquisition does not become Effective on or before the
date which is four months after the date of this announcement;
or
(c) Hanover Bidco announces that it does not intend to make or
proceed with the Acquisition, or the Acquisition has lapsed or been
withdrawn otherwise than as a result of Hanover Bidco exercising
its right to implement the Acquisition by way of a takeover offer
rather than the Scheme) and no new replacement scheme or takeover
offer is announced.
Rathbone Nominees Limited
The following holder of Hydro Shares has given irrevocable
undertakings to vote in favour of all of the Resolutions to be
proposed at the Court Meeting and the General Meeting:
Name of Hydro Number of existing Percentage
Shareholder issued Hydro of existing
Shares issued share
capital of
Hydro
Rathbone Nominees
Limited 2,155,095 14.9
------------------- --------------
The above irrevocable undertaking will cease to be binding only
if:
(a) the Scheme Circular (or, in the event that the Acquisition
is implemented by way of a takeover offer, the offer document
setting out the terms of such takeover offer) is not despatched to
Hydro Shareholders on or before 30 July 2016 or such later time as
may be agreed by the Panel;
(b) the Acquisition does not become Effective on or before the
date which is six months after the date of this announcement;
or
(c) Hanover Bidco announces that it does not intend to make or
proceed with the Acquisition, or the Acquisition has lapsed or been
withdrawn otherwise than as a result of Hanover Bidco exercising
its right to implement the Acquisition by way of a takeover offer
rather than the Scheme) and no new replacement scheme or takeover
offer is announced.
Impax Asset Management Limited
The following holder of Hydro Shares has given irrevocable
undertakings to vote in favour of all of the Resolutions to be
proposed at the Court Meeting and the General Meeting:
Name of Hydro Number of existing Percentage
Shareholder issued Hydro of existing
Shares issued share
capital of
Hydro
Impax Asset Management
Limited 1,868,845 13.0
------------------- --------------
The above irrevocable undertaking will cease to be binding only
if:
(a) the Scheme Circular (or, in the event that the Acquisition
is implemented by way of a takeover offer, the offer document
setting out the terms of such takeover offer) is not despatched to
Hydro Shareholders on or before 30 July 2016 or such later time as
may be agreed by the Panel;
(b) the Acquisition does not become Effective on or before the
date which is four months after the date of this announcement;
(c) Hanover Bidco announces that it does not intend to make or
proceed with the Acquisition, or the Acquisition has lapsed or been
withdrawn otherwise than as a result of Hanover Bidco exercising
its right to implement the Acquisition by way of a takeover offer
rather than the Scheme) and no new replacement scheme or takeover
offer is announced.;
(d) any person, other than Hanover Bidco or any person acting in
concert with Hanover Bidco, announces prior to the Effective Date
either (i) a firm intention (in accordance with Rule 2.7 of the
Code) to make an offer (within the meaning of the Code) to acquire
all the equity share capital of Hydro (other than that already
owned by the person making such offer) or (ii) the terms of a
"whitewash" transaction under which Hydro issues new shares as
consideration for an acquisition (as described in Note 1 to the
Notes on Dispensations from Rule 9 of the Code), at a price or in
exchange for such number of shares (or other securities) that in
the reasonable opinion of the Hydro Board having taken advice from
Arden Partners, represents an increase in value for Hydro
Shareholders when compared to the consideration under the
Acquisition of at least 10 per cent. more than the consideration
available under the Acquisition and is not subject to any
pre-conditions; or
(e) the Hydro Board withdraws its recommendation of the Acquisition.
Jonathan Hart
The following holder of Hydro Shares has given irrevocable
undertakings to vote in favour of all of the Resolutions to be
proposed at the Court Meeting and the General Meeting:
Name of Hydro Number of existing Percentage
Shareholder issued Hydro of existing
Shares issued share
capital of
Hydro
Jonathan Hart 1,329,876 9.2
------------------- --------------
The above irrevocable undertaking will cease to be binding only
if:
(a) the Scheme Circular (or, in the event that the Acquisition
is implemented by way of a takeover offer, the offer document
setting out the terms of such takeover offer) is not despatched to
Hydro Shareholders on or before 30 July 2016;
(b) the Acquisition does not become Effective on or before the
date which is six months after the date of this announcement;
or
(c) Hanover Bidco announces that it does not intend to make or
proceed with the Acquisition, or the Acquisition has lapsed or been
withdrawn otherwise than as a result of Hanover Bidco exercising
its right to implement the Acquisition by way of a takeover offer
rather than the Scheme) and no new replacement scheme or takeover
offer (with an effective date of no later than 17 October 2016) is
announced.
Appendix IV
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the proposed acquisition
by Hanover Bidco of the
entire issued and to be
issued share capital of
Hydro not already owned
by Hanover Bidco or the
Hanover Bidco Group to
be implemented by means
of the Scheme or, should
Hanover Bidco so elect,
by means of a takeover
offer
"AIM" AIM, a market operated
by the London Stock Exchange
"Amended Hydro Articles" the articles of association
of Hydro at the date of
this announcement as amended
to include provisions,
in terms approved by Hanover
Bidco, that avoid any
person (other than Hanover
Bidco or its nominee(s))
remaining as a holder
of Hydro Shares after
the Effective Date, such
proposed amendments to
be set out in full in
the notice of the General
Meeting in the Scheme
Circular
"Annual Report" the annual report and
audited accounts of the
Hydro Group for year ended
31 December 2015
"Arden Partners" Arden Partners plc
"Australia" the Commonwealth of Australia,
its states, territories
and possessions
"Business Day" a day (other than a Saturday
or Sunday) on which banks
are open for general business
in London
"Canada" Canada, its provinces
and territories and all
areas subject to its jurisdiction
and any political sub-division
thereof
"Cash Consideration" the cash consideration
due to Scheme Shareholders
under the terms of the
Acquisition
"CMA" the UK Competition and
Markets Authority
"Code" the City Code on Takeovers
and Mergers
"Co-Invest Fund" Hanover Active Equity
Partners I LP
"Companies Act" the Companies Act 2006
"Conditions" the conditions to the
implementation of the
Acquisition (including
the Scheme) which are
set out in Appendix I
to this announcement and
to be set out in the Scheme
Circular
"Confidentiality Agreement" the agreement between
Hanover Investors and
Hydro dated 8 June 2016,
pursuant to which Hanover
Investors has undertaken
to keep confidential information
relating to Hydro and
not to disclose it to
third parties (other than
permitted recipients)
unless required by applicable
law or regulation
"Court" Her Majesty's High Court
of Justice in England
and Wales
"Court Meeting" the meeting of Scheme
Shareholders to be convened
by an order of the Court
under section 899 of the
Companies Act, notice
of which will be set out
in the Scheme Circular,
to consider and if thought
fit approve the Scheme
(with or without amendment)
including any adjournment
thereof
"Court Order" the order of the Court
sanctioning the Scheme
under Part 26 of the Companies
Act
"CREST" the relevant system (as
defined in the Uncertificated
Securities Regulations
2001 (SI 2001/3755)) in
respect of which Euroclear
UK & Ireland Ltd is the
operator
"Dealing Disclosure" an announcement pursuant
to Rule 8 of the Code
containing details of
dealings in interests
in relevant securities
of a party to an offer
"Disclosed" fairly disclosed by Hydro
in writing to Hanover
Bidco or its professional
advisers, or disclosed
in the Annual Report or
as publicly announced
by or on behalf of Hydro
through (a) a Regulatory
Information Service before
the date of this announcement
or (b) the publication
of such information on
the main website maintained
by Hydro before the date
of this announcement
"Effective" in the context of the
Acquisition:
(i) if the Acquisition
is implemented by way
of Scheme, means the Scheme
having become effective
pursuant to its terms;
or
(ii) if the Acquisition
is implemented by way
of a takeover offer, such
offer having become or
been declared unconditional
in all respects in accordance
with its terms
"Effective Date" the date on which the
Scheme becomes effective
pursuant to its terms
"Excluded Shares" any Hydro Shares in which
Hanover Bidco, or any
other member of the Hanover
Bidco Group has an interest
"Excluded Shareholders" holders of Excluded Shares
"FCA" the Financial Conduct
Authority
"Fund" Hanover Active Equity
Fund LP
"General Meeting" the general meeting of
Hydro Shareholders to
be convened to consider
and if thought fit approve
the implementation of
the Scheme and adoption
of the Amended Hydro Articles,
notice of which will be
set out in the Scheme
Circular, including any
adjournment thereof
"General Partner" Hanover AEF General Partner
LP
"Hanover Bidco" Ely Acquisition Limited,
a private limited company
incorporated in England
and Wales with registration
number 10172715 and having
its registered office
at 32 Wigmore Street,
London, United Kingdom,
W1U 2RP
"Hanover Bidco Board" Matthew Peacock and Tom
Russell
"Hanover Bidco Group" Hanover Bidco, its parent
undertakings and such
parent undertakings' subsidiary
undertakings
"Hanover Bidco Loan the loan note instrument,
Note Instrument" dated 16 June 2016, constituting
GBP30,600,000 unsecured
loan notes and an unlimited
amount of PIK notes
"Hanover Bidco Ordinary the ordinary shares of
Shares" GBP1.00 each in Hanover
Bidco held by Hanover
Holdco
"Hanover Funds" the Fund and the Co-Invest
Fund
"Hanover Holdco" Ely Acquisition (Holding)
Limited, an exempted company
incorporated under the
laws of the Cayman Islands
with registration number
MC-312255 and having its
registered office at c/o
Maples Corporate Services
Limited, PO Box 309, Ugland
House, South Church Street,
George Town, Grand Cayman,
KY1-1104, Cayman Islands
"Hanover Holdco Ordinary the ordinary shares of
Shares" GBP1.00 each in Hanover
Holdco held by the Hanover
Fund
"Hanover Investors" Hanover Investors Management
LLP
"Hydro" or the "Company" Hydro International plc,
a public limited company
incorporated in England
and Wales with registration
number 1606391 and having
its registered office
at Shearwater House, Clevedon
Hall Estate, Clevedon,
North Somerset BS21 7RD
"Hydro Directors" the board of directors
or "Hydro Board" of Hydro and "Hydro Director"
means any of them
"Hydro Group" Hydro and its subsidiary
undertakings
"Hydro Shareholders" holders of Hydro Shares
"Hydro Shares" ordinary shares of 5p
each in the capital of
Hydro
"Hydro Share Schemes" the Hydro International
PLC Discretionary Share
Option Scheme and the
Hydro International PLC
Savings Related Share
Option Scheme
"Japan" Japan, its cities, prefectures,
territories and possessions
"LIBOR" London inter-bank offered
rate for six month Sterling
deposits
"Loan Note Alternative" the loan note alternative
whereby eligible Hydro
Shareholders may elect
to receive Loan Notes
in lieu of all or part
of the Cash Consideration
to which they would otherwise
have been entitled under
the Scheme
"Loan Notes" the variable rate unsecured
loan notes 1 July 2019
of GBP1 each of Hanover
Bidco to be issued pursuant
to the Loan Note Alternative
"London Stock Exchange" London Stock Exchange
plc
"Longstop Date" 17 October 2016
"Manager" Hanover Investors Management
(Cayman) Limited
"Merger Control Authority" any national, supra-national
or regional, government
or governmental, quasi-governmental,
statutory, regulatory
or investigative body
or court, in any jurisdiction,
responsible for the review
and/or approval of mergers,
acquisitions, concentrations,
joint ventures, or any
other similar matter
"Opening Position an announcement pursuant
Disclosure" to Rule 8 of the Code
containing details of
interests or short positions
in, or rights to subscribe
for, any relevant securities
of a party to an offer
"Panel" or "Takeover the Panel on Takeovers
Panel" and Mergers
"Panmure Gordon" Panmure Gordon (UK) Limited
"Phase 2 CMA Reference" a reference pursuant to
Section 22 or 33 of the
Enterprise Act 2002 of
the Acquisition to the
chair of the CMA for the
constitution of a group
under Schedule 4 to the
Enterprise and Regulatory
Reform Act 2013
"Possible Offer Announcement" the announcement issued
by Hydro on 20 May 2016
under Rule 2.4 of the
Code announcing a possible
offer for Hydro by Hanover
Investors
"Registrar of Companies" the Registrar of Companies
in England and Wales
"Regulatory Information a primary information
Service" provider which has been
approved by the FCA to
disseminate regulated
information
"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 Acquisition is sent
or made available to Hydro
Shareholders in that jurisdiction
"Scheme" the scheme of arrangement
proposed to be made under
Part 26 of the Companies
Act between Hydro and
the holders of the Scheme
Shares to be set out in
the Scheme Circular, with
or subject to any modification,
addition or condition
approved or imposed by
the Court
"Scheme Court Hearing" the hearing of the Court
to sanction the Scheme
"Scheme Circular" the document to be sent
to Hydro Shareholders
setting out, amongst other
things, the Scheme and
notices convening the
Court Meeting and the
General Meeting
"Scheme Record Time" 6.00pm on the Business
Day immediately preceding
the Effective Date
"Scheme Shareholders" holders of Scheme Shares
and a "Scheme Shareholder"
shall mean any one of
those scheme shareholders
"Scheme Shares" the Hydro Shares:
(i) in issue at the date
of the Scheme Circular
and which remain in issue
at the Scheme Record Time;
(ii) (if any) issued after
the date of the Scheme
Circular but before the
Voting Record Time and
which remain in issue
at the Scheme Record Time;
and
(iii) (if any) issued
at or after the Voting
Record Time but at or
before the Scheme Record
Time on terms that the
holder thereof shall be
bound by the Scheme or
in respect of which the
original or any subsequent
holders thereof are, or
have agreed in writing
to be, bound by the Scheme
and, in each case, which
remain in issue at the
Scheme Record Time
excluding, in any case,
any Hydro Shares held
by or on behalf of Hanover
Bidco or the Hanover Bidco
Group at the Scheme Record
Time
"Subscription Agreement" the agreement dated 16
June 2016 and made between
(i) the General Partner
on behalf of the Fund;
(ii) Hanover Holdco; and
Hanover Bidco
"subsidiary" and "subsidiary have the meanings given
undertaking" to them in the Companies
Act
"Treasury Shares" shares held as treasury
shares as defined in section
724(5) of the Companies
Act
"UK" or "United Kingdom" the United Kingdom of
Great Britain and Northern
Ireland
"UK Listing Authority" the FCA when it is exercising
its powers under Part
6 of the Financial Services
and Markets Act 2000 as
amended
"United States" or the United States of America,
"US" its territories and possessions,
any state of the United
States of America, the
District of Columbia,
and all other areas subject
to its jurisdiction
"Voting Record Time" the time and date specified
in the Scheme Circular
by reference to which
entitlement to vote at
the Court Meeting will
be determined, expected
to be 6.00pm on the day
which is two days before
the date of the Court
Meeting or if the Court
Meeting is adjourned,
6.00pm on the day which
is two days before such
adjourned meeting
"GBP" or "Sterling" pounds sterling, the lawful
currency for the time
being of the UK and references
to "pence" and "p" shall
be construed accordingly
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQLIFSDRDIDLIR
(END) Dow Jones Newswires
June 17, 2016 04:00 ET (08:00 GMT)
Hydro Intl (LSE:HYD)
Historical Stock Chart
Von Feb 2025 bis Mär 2025
Hydro Intl (LSE:HYD)
Historical Stock Chart
Von Mär 2024 bis Mär 2025
