TIDMHYD
RNS Number : 9790G
Hydro International PLC
11 August 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
11 August 2016
RECOMMED ACQUISITION
of
Hydro International plc ("Hydro" or the "Company")
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 (the "Scheme")
Court sanction of scheme of arrangement
On 17 June 2016, the Hydro Board and the Hanover Bidco Directors
announced 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, to be
effected by means of the Scheme. The scheme document in connection
with the Scheme was sent by Hydro to Scheme Shareholders on 14 July
2016 (the "Scheme Document").
Hydro and Hanover Bidco are pleased to announce that the High
Court of Justice has, today, made an order sanctioning the Scheme
under section 899 of the Companies Act 2006 (without modification
or amendment) (the "Court Order").
There has been no change to the expected timetable for the
transaction announced by Hydro on 14 July 2016.
Dealings in Hydro Shares were suspended with effect from 7.30
a.m. (London time) today.
It is expected that the Scheme will become effective upon the
delivery of the Court Order to the Registrar of Companies on 15
August 2016 and that the cancellation of trading on AIM of Hydro
Shares will take place by no later than 7.00 a.m. (London time) on
16 August 2016.
Loan Notes
As at 11 a.m. on 10 August 2016 (the closing time for elections
for the Loan Note Alternative) valid elections for the Loan Note
Alternative were received for a total of GBP998,578.14 in nominal
value of Loan Notes. In accordance with the terms of the Scheme, as
valid elections for the Loan Note Alternative are less than GBP1.5
million in aggregate nominal value of Loan Notes, Hanover Bidco
will not issue any Loan Notes. Scheme Shareholders who elected for
the Loan Note Alternative will instead receive Cash Consideration
in accordance with the terms of the Scheme.
Other
Note that terms defined in the Scheme Document shall have the
same respective meanings when used in this announcement unless
otherwise defined herein.
Enquiries
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.
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 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.
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.
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.
Availability of Hard Copies
Any person who is required to be sent this announcement under
the Code may request a hard copy of this announcement by contacting
Hydro's registrars, Capita Asset Services, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU or, between 9.00 a.m. and
5.30 p.m. on Monday to Friday (except UK public holidays), on 0371
664 0321 from within the UK (calls cost 10p per minute from a BT
landline; other providers or other network costs may vary) or on
+44 (0)20 8639 3399 if calling from outside the UK (calls from
outside the UK will be charged at the applicable rate), with your
full name and the full address to which the hard copy may be sent
(calls may be recorded and monitored for training and security
purposes). You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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August 11, 2016 11:16 ET (15:16 GMT)
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