TIDMHYD
RNS Number : 1969H
Hydro International PLC
15 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
15 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")
Scheme becomes effective
On 17 June 2016, the 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, to be
effected by means of the Scheme. The scheme document in connection
with the Scheme was sent by Hydro to Hydro Shareholders on 14 July
2016 (the "Scheme Document").
Hydro and Hanover Bidco are pleased to announce that the Scheme
has now become effective in accordance with its terms. This follows
the Court's sanction of the Scheme at the Scheme Court Hearing held
on 11 August 2016.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. (London time) on 12 August 2016, will receive
GBP1.94 for each Hydro Share held. The despatch of cheques or the
crediting of CREST accounts with cash consideration will occur
within fourteen days.
Application has been made to the London Stock Exchange for the
cancellation of trading of Hydro Shares on the London Stock
Exchange which will take place by no later than 7.00 a.m. (London
time) on 16 August 2016.
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.
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 15, 2016 08:12 ET (12:12 GMT)
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