TIDMHYD
RNS Number : 2417E
Hydro International PLC
14 July 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 OF
SUCH JURISDICTION
Recommended Acquisition
of
Hydro International plc ("Hydro")
by
Ely Acquisition Limited ("Hanover Bidco")
(an investment vehicle ultimately owned by Hanover Active Equity
Fund LP)
to be effected by means of a
Scheme of Arrangement under Part 26 of the Companies Act
2006
PUBLICATION AND POSTING OF THE SCHEME DOCUMENT
On 17 June 2016, the Board and the Hanover Bidco Directors
announced that they had reached agreement on the terms of a
recommended 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.
The Acquisition will, if approved at the relevant meetings and
subject to the satisfaction or waiver of the other Conditions set
out in the Scheme Document, be effected by means of a
court-sanctioned scheme of arrangement between Hydro and Scheme
Shareholders under Part 26 of the Companies Act 2006. In compliance
with section 897 of the Companies Act, full details of the Scheme
are set out in the Explanatory Statement in Part 2 of the Scheme
Document.
Under the Scheme, Scheme Shareholders will be entitled to
receive for each Scheme Share 194 pence in cash.
As an alternative to receiving some or all of the Cash
Consideration, Scheme Shareholders (other than Restricted Scheme
Shareholders) will, subject to certain conditions and terms, be
able to elect to receive Loan Notes on the basis of GBP1 of nominal
value of Loan Notes for each GBP1 of Cash Consideration.
Accordingly, Hydro announces that it is today posting to Scheme
Shareholders a scheme document (the "Scheme Document") in relation
to the Acquisition, setting out, amongst other things, the full
terms and conditions of the Scheme, an explanatory statement
pursuant to section 897 of the Companies Act 2006, an expected
timetable of principal events, notices of the Court Meeting and
General Meeting and details of the actions to be taken by Hydro
Shareholders, together with the Forms of Proxy for the Court
Meeting, the General Meeting and a Loan Note Form of Election.
Hydro is today also posting the Scheme Document to participants in
the Hydro Share Schemes together with details of the proposals
being made to such participants.
As further detailed in the Scheme Document, to become Effective
the Scheme requires, amongst other things, that the required
majority of Scheme Shareholders vote in favour of the Scheme at the
Court Meeting and that the required majority of Hydro Shareholders
vote in favour of the Resolutions to be proposed at the General
Meeting.
Notices convening the Court Meeting and the General Meeting to
be held at the offices of Bond Dickinson LLP, 4 More London
Riverside, London, SE1 2AU are set out in the Scheme Document. The
Court Meeting will be held at 11.00 a.m. on 8 August 2016 and the
General Meeting will be held at 11.15 a.m. on the same date (or, if
later, as soon thereafter as the Court Meeting has been concluded
or adjourned). Forms of Proxy for use at such meetings are enclosed
with the Scheme Document.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders irrespective of whether or not they attended or
voted at the Court Meeting or the General Meeting (and if they
attended, and voted, whether or not they voted in favour). An
application will be made for cancellation of the admission to
trading of the Hydro Shares on AIM. It is expected that such
cancellation will take place on the day following the Effective
Date. Further details of the expected timetable of principal events
are set out below and in the Scheme Document.
It is important that, for the Court Meeting, as many votes as
possible are cast so that the Court may be satisfied that there is
a fair and reasonable representation of the Scheme Shareholders'
opinion. Scheme Shareholders are therefore strongly urged to submit
their Forms of Proxy (or the electronic equivalent) (once received)
as soon as possible in accordance with the instructions for so
doing.
Capitalised terms in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document. Copies of this Announcement and the Scheme
Document will be available (subject to certain restrictions
relating to persons in Restricted Jurisdictions) on Hydro's website
at http://plc.hydro-intl.com and Hanover Bidco's website at
www.hanoverinvestors.com up to and including the Effective Date.
The contents of Hydro's website are not incorporated into, and do
not form part of, this Announcement.
Timetable
The expected timetable of principal events for the
implementation of the Scheme is set out below. If any of the key
dates set out in the expected timetable changes, an announcement
will be made through a Regulatory Information Service.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times shown in this document are London times, unless
otherwise stated.
Event Time and/or date
Latest time for lodging Forms
of Proxy for the:
Court Meeting (blue form) 11.00 a.m. on 6 August
2016
General Meeting (white form) 11.15 a.m. on 6 August
2016
Voting Record Time for the 8.00 p.m. on 6 August
Court Meeting and the General 2016
Meeting
Court Meeting 11.00 a.m. on 8 August
2016
General Meeting 11.15 a.m. on 8 August
2016
The following dates are indicative
only and are subject to change
Last day of dealings in, and 10 August 2016
for registration of transfers
of, and disablement in CREST
of, Hydro Shares
Latest time for lodging of 11.00 a.m. on 10 August
green Forms of Election and 2016
TTE Instructions in respect
of the Loan Note Alternative
Dealings in Hydro Shares suspended 7.30 a.m. on 11 August
2016
Court Hearing to sanction 11 August 2016
the Scheme
Scheme Record Time 6.00 p.m. on 12 August
2016
Expected Effective Date of 15 August 2016
the Scheme
Cancellation of admission 7.00 a.m. on 16 August
to trading of Hydro Shares 2016
on AIM
Latest date for despatch of Within 14 days of
cheques or settlement through the Effective Date
CREST in respect of the Cash
Consideration and despatch
of Loan Notes certificates
(if applicable).
Longstop Date 17 October 2016 or
such later date (if
any) as Hydro and
Hanover Bidco may
agree and (if required)
the Panel and the
Court may allow
The Court Meeting and the General Meeting will both be held at
the offices of Bond Dickinson LLP, 4 More London Riverside, London,
SE1 2AU.
Enquiries:
Hanover Investors Management LLP
Matthew Peacock Tel: +44(0)20 7766 8400
Thomas Russell
Fredrick 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 Tel: +44(0)12 7587 8371
Executive
Tony Hollox, Chief Financial
Officer
Arden Partners plc (Financial adviser to Hydro)
Steven Douglas Tel: +44(0)20 7614 5900
Patrick Caulfield
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 Document,
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
This Announcement is not for distribution, directly or
indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of
Columbia). This Announcement does not constitute or form a part of
any offer or solicitation to purchase or subscribe for securities
in the United States.
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 Document 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
per cent. 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 per cent. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPAKQDPNBKDKOD
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