TIDMPEG TIDMWTH
RNS Number : 2190I
Petards Group PLC
01 July 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
RECOMMENDED OFFER
by
PETARDS GROUP PLC
for
WATER HALL GROUP PLC
The Independent Director of Water Hall Group plc and the
Independent Petards Directors announce that they have reached an
agreement on the terms of a recommended offer to be made by Petards
for the entire issued and to be issued ordinary share capital of
Water Hall.
SUMMARY OF THE OFFER
Under the terms of the Offer, Water Hall Shareholders will be
entitled to receive 12.5 New Petards Shares and GBP2 nominal
convertible loan notes per 100 Water Hall Shares. The Convertible
Loan Notes, details of which are set out below, convert into
Petards Shares at a price of 8p, are unsecured, are redeemable at
par 5 years from the date of issue and carry a coupon of 7.0 per
cent. per annum.
The Offer values the entire issued and to be issued share
capital of Water Hall (assuming full conversion of the Water Hall
Loan Note) at approximately GBP3.56 million, assuming a price per
Petards share of 16.5p, the closing mid market price as at close of
business on 28 June 2013 (being the last practicable date prior to
the date of this Announcement), and valuing the Convertible Loan
Notes at nominal value.
The Offer values each Water Hall Share at approximately 4p which
represents a premium of approximately 100 per cent. to the closing
mid market price of 2 pence for each Water Hall Share as at the
close of business on 28 June 2013, (being the last practicable date
prior to the date of this Announcement).
BACKGROUND TO AND REASONS FOR THE OFFER
Petards was recently informed by its Bankers that its overdraft
facilities amounting to GBP1.65 million would be withdrawn. On 28
June 2013 Water Hall announced that it had acquired the Petards
Bank Debt.
In conjunction with this announcement, Water Hall has agreed to
continue to make a GBP1.65 million working capital facility
available to Petards.
In view of Water Hall's 29.99% shareholding in Petards and
ownership of Petards' current debt (as on 28 June 2013) and in the
absence of any credible alternative in the time available, the
Independent Petards Directors and the Independent Water Hall
Director have agreed the Offer as the most realistic means of
securing the Company's future.
In the absence of the Water Hall Facility Petards would not have
been able to continue trading as alternatives sources of finance
were not available in the necessary timeframe.
The Offer provides Petards with access to the Water Hall
Facility and, if completed, will allow Petards effectively to
acquire its own debt, 29.99% of its existing share capital, and the
remaining cash balances of Water Hall.
Commenting on the Offer Roger Musson, the Independent Director
of Water Hall, said: "Petards is in a difficult situation. A
practical solution is required to secure the future of the business
and therefore I as the Independent Director recommend the offer to
Water Hall Shareholders."
The conditions and certain terms of the Offer are set out in
this Announcement together with certain information on Water Hall
and on Petards. Further information on the Offer (including the
terms and conditions to which he Offer will be subject) Water Hall,
Petards and the expected timetable of principal events will be set
out in the Offer Document and the Form of Acceptance..
This summary should be read in conjunction with, and is subject
to, the full text of the following Announcement. Appendix II and
Appendix III of the following Announcement contain the sources and
bases of certain information and definitions of certain terms
respectively, used both in this summary and in the following
Announcement.
Enquiries
WH Ireland (financial adviser to Petards)
Mike Coe / John Wakefield Tel: +44 (0)117
945 3470
Beaumont Cornish (financial adviser to
Water Hall)
Roland Cornish / Michael Cornish Tel: +44 (0)207)
628 3396
This Announcement is for information purposes only and does not
constitute, or form part of, an offer or an invitation to purchase,
subscribe for, sell or issue any securities or the solicitation of
any offer to purchase, subscribe for, sell or issue any securities,
or of any vote or approval, in any jurisdiction pursuant to the
Offer or otherwise. The Offer will be made solely by means of the
Offer Document and the Form of Acceptance (in respect of
certificated Water Hall Shares), which will together contain the
full terms and conditions of the Offer, including details of how
the Offer may be accepted. Any acceptance or other response to the
Offer should be made only on the basis of the information in the
Offer Document and the Form of Acceptance (in the case of
certificated Water Hall Shares). This Announcement does not
constitute a prospectus or prospectus equivalent document.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Announcement contains certain forward looking statements
with respect to the financial condition, results of operations and
business of Petards and Water Hall and certain plans and objectives
of the Petards Board and the Water Hall Board. These forward
looking statements can be identified by the fact that they do not
relate to historical or current facts. Forward looking statements
often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or the negative form of these terms and
similar expressions. These statements are based on assumptions and
assessments made by the Petards Board and the Water Hall Board in
the light of their experience and their perception of historical
trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking
statements involve risk and uncertainty and the factors described
in the context of such forward looking statements in this
Announcement could cause actual results and developments to differ
materially from those expressed in or implied by such forward
looking statements.
Should one or more of these risks or uncertainties materialise,
or should underlying assumptions prove incorrect, actual results
may vary materially from those described in this Announcement.
Except as required by the FCA, the London Stock Exchange or any
other applicable law, Petards and Water Hall assume no obligation
to update or correct the information contained in this
Announcement.
No statement in this Announcement is intended as a profit
forecast or profit estimate and no statement in this Announcement
should be interpreted to mean that earnings or the future earnings
per share of the Petards Group as enlarged by the Acquisition,
Petards and/or Water Hall for the current or future financial years
would necessarily match or exceed the historical or published
earnings per share of Petards or Water Hall.
IMPORTANT INFORMATION
The Offer Document and (in the case of Water Hall Shares held in
certificated form) the Form of Acceptance is expected to be posted
to Water Hall Shareholders as soon as practicable and in any event
within 28 days of this Announcement.
The Petards Directors accept responsibility for the information
contained in this Announcement other than: (i) the information
relating to Water Hall, Water Hall Directors, their immediate
families, related trusts and connected persons and (ii) the
recommendations and opinions of the Independent Water Hall Director
relating to the Offer. To the best of the knowledge and belief of
the Petards Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this
Announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The Independent Petards Directors accept responsibility for the
opinions of the Independent Petards Directors relating to the
Offer. To the best of the knowledge and belief of the Independent
Petards Directors (who have taken all reasonable care to ensure
that such is the case), the information contained in this
Announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The Water Hall Directors accept responsibility for the
information contained in this Announcement relating to Water Hall
Group, Water Hall Directors, their immediate families, related
trusts and connected persons (other than the recommendation(s) and
opinions of the Independent Water Hall Director relating to the
Offer, for which only the Independent Water Hall Director accepts
responsibility as set out below. To the best of the knowledge and
belief of the Water Hall Directors (who have taken all reasonable
care to ensure that such is the case), the information contained in
this Announcement for which they are responsible is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
The Independent Water Hall Director accepts responsibility for
the recommendation and opinions of the Independent Water Hall
Director relating to the Offer. To the best of the knowledge and
belief of the Independent Water Hall Director (who has taken all
reasonable care to ensure that such is the case), the information
contained in this Announcement for which he is responsible is in
accordance with the facts and does not omit anything likely to
affect the import of such information.
Beaumont Cornish, which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for Water Hall and
no one else in connection with the Offer and will not be
responsible to anyone other than Water Hall for providing the
protections afforded to clients of Beaumont Cornish nor for
providing advice in relation to the Offer or any other matter or
arrangement referred to in this Announcement.
WH Ireland, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for Petards and no one
else in connection with the Offer and will not be responsible to
anyone other than Petards for providing the protections afforded to
clients of WH Ireland nor for providing advice in relation to the
Offer or any other matter or arrangement referred to in this
Announcement.
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this Announcement
comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such
jurisdiction. The following Announcement has been prepared in
accordance with English law and the Code and information disclosed
may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside England.
Unless otherwise determined by Petards and permitted by
applicable law and regulation, the Offer will not be made, directly
or indirectly, in or into, or by the use of the mails or by any
means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign
commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, Canada,
Australia or Japan) and the Offer will not be capable of acceptance
by any such use, means, instrumentality or facility or from within
a Restricted Jurisdiction. Accordingly, copies of this Announcement
are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from a
Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or
into or from a Restricted Jurisdiction. Doing so may render invalid
any purported acceptance of the Offer. The availability of the
Offer to persons who are 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.
DEALING 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 paper 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 paper
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)
an offeree company and (ii) any paper 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 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree or of any paper 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) an offeree company and (ii) any
paper offeror, 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 p.m. (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 the offeree company or a paper
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 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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
FURTHER INFORMATION
Please be aware that addresses, electronic addresses and certain
other information provided by Water Hall Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Water Hall may be provided to Petards during
the Offer Period as required under Section 4 of Appendix 4 of the
Code.
In accordance with Rule 2.10 of the Code, Water Hall confirms
that it has 79,638,755 ordinary shares of 1 pence each in issue and
admitted to trading on AIM, a market regulated by the London Stock
Exchange. The ISIN reference for these securities is
GB0009418194.
In accordance with Rule 2.10 of the Code, Petards confirms that
it has 10,866,445 ordinary shares of 1 pence each in issue and
admitted to trading on AIM, a market regulated by the London Stock
Exchange. The ISIN reference for these securities is
GB00B4YL8F73.
If you are in any doubt about the action you should take, you
are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser authorised under the
Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
Copies of this announcement will be available free of charge on
Water Hall's website at www.waterhallgroupplc.com and at Petards'
website at www.petards.com by no later than noon (London time) on
the day following this announcement. For the avoidance of doubt,
the contents of those websites are not incorporated into and do not
form part of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE IT
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH
JURISDICTION
RECOMMENDED OFFER
by
PETARDS GROUP PLC
for
WATER HALL GROUP PLC
1. Introduction
The Independent Petards Directors and the Independent Water Hall
Director are pleased to announce they have agreed the terms of a
recommended offer to be made by Petards to acquire the entire
issued and to be issued ordinary share capital of Water Hall.
The formal offer will be set out in full in the Offer Document,
which is expected to be posted to Water Hall Shareholders as soon
as practicable and in any event within 28 days of this
Announcement.
2. Terms of the Offer
The Offer, which will be subject to the terms and conditions set
out in Appendix I of this Announcement, and will be set out in full
in the Offer Document and the Form of Acceptance, for all the
issued and to be issued ordinary share capital of Water Hall, will
be made on the following basis:
for each 100 Water Hall Shares
12.5 New Petards Shares
and
GBP2 Convertible Loan Notes
The Offer values the entire issued and to be issued share
capital of Water Hall (assuming full conversion of the Water Hall
Loan Note) at approximately GBP3.56 million, assuming a price per
Petards Share of 16.5p, the closing mid market price as at close of
business on 28 June 2013 (being the last practicable date prior to
the date of this Announcement, and valuing the Convertible Loan
Notes at nominal value.
The Offer values each Water Hall Share at approximately 4 pence.
At a value of 4 pence, the Offer represents a premium of
approximately 100 per cent. to the closing mid market price of 2
pence for each Water Hall Share as at close of business on 28 June
2013, (being the last practicable date prior to the date of this
Announcement).
Fractions of New Petards Shares will not be allotted or issued
to accepting Water Hall Shareholders. All fractional entitlements
to New Petards Shares will instead be aggregated and sold in the
market as soon as practicable after the relevant date, and the net
proceeds of sale for any individual entitlement of less than GBP5
will be retained for the benefit of the Enlarged Group.
The Loan Notes will be issued, credited as fully paid, in
amounts and integral multiples of GBP1 nominal value. Fractions of
Convertible Loan Notes will also not be issued to accepting Water
Hall Shareholders but will also be retained in respect of any
individual entitlement of less than GBP5 for the benefit of the
Enlarged Group.
The New Petards Shares to be issued pursuant to the Offer will
rank pari passu with the existing Petards Shares and application
will be made for such New Petards Shares to be admitted to trading
on AIM.
3. Convertible Loan Notes
The Convertible Loan Notes will be unsecured and convertible
into new Petards Shares at a price of 8p per new Petards Share. The
Convertible Loan Notes will be issued in integral multiples of GBP1
nominal value and will carry a coupon of 7.0 per cent. per annum.
The Convertible Loan Notes will, unless otherwise converted into
new Petards Shares, be redeemable at par (together with any accrued
interest less any tax required to be withheld or deducted
therefrom) on the fifth anniversary of the issue of the Convertible
Loan Notes. No application will be made at this time for the
Convertible Loan Notes to be listed or dealt in on any stock
exchange.
WH Ireland has advised the Independent Petards Directors that,
in its opinion, and based on market conditions prevailing on 28
June 2013 (the last business day prior to this Announcement) had
the Offer been completed at that date and if the Loan Notes had
been in issue at that date, a reasonable estimate of their value
would have been approximately nominal value.
Further details of the Convertible Loan Notes will be set out in
the Offer Document.
4. Recommendation of the Independent Water Hall Director
The Independent Water Hall Director, having been so advised by
Beaumont Cornish, considers the terms of the Offer to be fair and
reasonable. In providing advice to the Independent Water Hall
Director, Beaumont Cornish has taken into account the commercial
assessments of the Independent Water Hall Director. Accordingly the
Independent Water Hall Director intends to recommend Water Hall
Shareholders to accept the Offer.
5. Recommendation of the Independent Petards Directors
The Independent Petards Directors, having been so advised by WH
Ireland, consider the terms of the Offer to be fair and reasonable.
In providing advice to the Independent Petards Directors, WH
Ireland has taken into account the commercial assessments of the
Independent Petards Directors.
In addition, as Water Hall is a substantial shareholder of
Petards, the Offer for Water Hall is also a related party
transaction for the purposes of AIM Rule 13. Accordingly, the
Independent Petards Directors, having consulted with WH Ireland as
the Company's nominated adviser, believe that the Offer is fair and
reasonable insofar as the Petards Shareholders are concerned.
In addition, as Water Hall is a substantial shareholder of
Petards, the agreement of the Water Hall Facility is also a related
party transaction for the purposes of AIM Rule 13. Accordingly, the
Independent Petards Directors, having consulted with WH Ireland as
the Company's nominated adviser, believe that the Water Hall
Facility is fair and reasonable insofar as all Petards Shareholders
are concerned.
6. Information on Petards
Petards is an AIM traded developer of advanced security and
surveillance systems with a market capitalisation as at 28 June
2013 of approximately GBP1.8 million. It should be noted that Water
Hall is a 29.99% shareholder in Petards. In addition, Raschid
Abdullah, the Chairman of Petards, is also Chairman of, and a
significant shareholder in, Water Hall. Osman Abdullah, a Non
Executive Director of Petards, is also a significant shareholder in
and employee of Water Hall. For this reason, the fair and
reasonableness of the Offer from the perspective of the Petards
shareholders has been considered by the Independent Petards
Directors having been advised by WH Ireland.
In its report and accounts for the year ended 31 December 2012
Petards reported a profit before tax of GBP0.2 million on revenue
of GBP9.0 million.
7. Background to and reasons for making the Offer
Petards was recently been informed by its Bankers that its
overdraft facilities amounting to GBP1.65 million would be
withdrawn. On 28 June 2012 Water Hall announced that it had
acquired the Petards Bank Debt.
In conjunction with this announcement, Water Hall has agreed to
continue to make a GBP1.65 million working capital facility
available to Petards. In the absence of the Water Hall Facility,
Petards would not be able to continuing trading as alternatives
sources of finance were not available in the necessary
timeframe.
In view of Water Hall's 29.99% shareholding in Petards and
because it now owns Petards' Bank Debt, and in the absence of any
credible alternative in the time available, the Independent Petards
Directors and the Independent Water Hall Director have agreed the
Offer as the most realistic means of securing the Company's
future.
The Offer provides Petards with access to the Water Hall
Facility and, if completed, will allow Petards to effectively to
acquire its own debt, 29.99% of its existing share capital, and the
remaining cash balances of Water Hall.
8. Water Hall Facility
Pursuant to the Water Hall Facility Agreement, Water Hall has
agreed to continue to make a GBP1.65 million working capital
facility available to Petards, on broadly similar terms to the
Petards Bank Debt. The principal terms are as follows:
Borrowers: Petards Group plc
Petards Joyce-Loebl Limited
Petards Limited
Facility amount: GBP1,650,000.
Security: Fixed and floating charge over assets of Petards and its subsidiaries
Purpose: general corporate purposes/ working capital.
Interest rate: 4% per annum above Bank of England base rate.
Interest period: Monthly
Default rate: 3% per annum above Interest Rate:
Review date for extension: the day before each anniversary of
the date of the agreement.
On demand events:
a period of 3 months has elapsed since the date upon which:
(a) the Lender determines that (acting in its sole discretion)
it is no longer in a position to make the Working Capital Facility
available to the Borrowers; or
(b) the Lender determines that (acting in its sole discretion) a
Borrower or the Group has been acquired (in whole or in part), or
has merged or amalgamated with any other person;
Fees:
(a) arrangement fee of GBP20,625 to paid on the first interest
payment date.
(b) a monthly management fee of GBP3,000 payable on the interest
payment dates.
As Water Hall is a substantial shareholder of Petards, the
agreement of the Water Hall Facility is also a related party
transaction for the purposes of AIM Rule 13. Accordingly, the
Independent Petards Directors, having consulted with WH Ireland as
the Company's nominated adviser, believe that the Water Hall
Facility is fair and reasonable insofar as all Petards Shareholders
are concerned.
9. Information on Water Hall
Water Hall is an AIM traded investing company with a market
capitalisation of approximately GBP1.5 million as at 28 June 2013.
At present other than cash, its only asset is a 29.99% shareholding
in Petards together with a possible claim for recovery of
Aggregates Levy of GBP539,000 plus interest in a class action
against HMRC.
In its report and accounts for the year ended 31 December 2012
Water Hall reported a loss for the year of GBP878,000, after
charging GBP1.091 million provision for the impairment of its
investment in Petards.
On 28 June 2013 Water Hall announced that it had acquired the
Petards Bank Debt.
10. Background to and reasons for recommending the Offer
In considering the proposed Offer and his recommendation, the
Independent Water Hall Director has taken into account a number of
factors, including Water Hall's current trading and future
prospects, its financial position, its current shareholding in
Petards, the feasibility of other available options and the
interests of shareholders and other stakeholders. The Independent
Water Hall Director has also taken into account these factors in
relation to Petards and in particular the decision by its existing
bankers not to extend further facilities to Petards.
Water Hall was approached during June 2013 by Lloyds TSB
Commercial Finance and Bank of Scotland, Petards' bankers who asked
whether Water Hall would be prepared to make an offer to acquire
the outstanding working capital and receivables finance facilities
provided by the banks to Petards and the related security. Water
Hall concluded that the purchase of the Petards facilities was, in
certain circumstances, an appropriate and potentially attractive
investment opportunity for Water Hall while also providing a means
of stabilising Petards' financial position should the banks not
renew the facilities on the review date of 30 June 2013. On 28 June
2013 Water Hall announced that it had completed the purchase of the
Petards Debt. The aggregate consideration paid by Water Hall to the
Banks was GBP664,557 (including certain costs and an amount to
cover Petards' month end salaries) in cash, funded from Water
Hall's existing cash balances.
The Independent Director of Water Hall believes that the outlook
for the development of Petards' business would be substantially
improved by additional equity funding. Accordingly, the Board of
Water Hall made a proposal to the Board of Petards that Petards
should acquire Water Hall on the basis of the terms and conditions
set out in this announcement.
The Independent Water Hall Director believes that the proposed
Offer would provide an attractive opportunity to enable Water Hall
Shareholders to acquire a substantial direct interest in
Petards.
11. Directors, management and employees
The Petards Board has given assurances to the Independent Water
Hall Director that, following the Offer becoming or being declared
unconditional in all respects, the existing employment rights of
all current Water Hall employees will be fully safeguarded. The
Petards Board has further confirmed that it will use its reasonable
endeavours to ensure that all pension rights will be fully
safeguarded.
12. Water Hall Share Options and Water Hall Loan Note
The Offer will extend to any Water Hall Shares which are issued
or unconditionally allotted and fully paid (or credited as fully
paid) while the Offer remains open for acceptance (or such earlier
date as Petards may, subject to the Code, and in accordance with
the terms and conditions of the Offer, decide) including any such
shares unconditionally allotted or issued pursuant to the exercise
of options under the Water Hall share option schemes.
Appropriate proposals will be made to Water Hall Optionholders
in due course in respect of any options not exercised in full.
The outstanding Water Hall Loan Note, which is unsecured, is
convertible into a maximum of 8,000,000 ordinary shares of 1 pence
each in Water Hall at 2.5p at any time on or before the third
anniversary of the date of issue being 16 October 2015.
Accordingly, the Water Hall Convertible Loan Note holder will be
able to exercise and accept the Offer should such holder choose so
to do.
.
The Independent Water Hall Director, having been so advised by
Beaumont Cornish, considers the terms of the proposed Offer to be
fair and reasonable in respect of the Water Hall Loan Note. In
providing advice to the Independent Water Hall Director, Beaumont
Cornish has taken into account the commercial assessments of the
Independent Water Hall Director. Accordingly the Independent Water
Hall Director intends to recommend the Water Hall Loan Note holder
exercise the conversion rights under the Water Hall Loan Note to
enable the holder to accept the Offer.
13. Disclosure of interests in Water Hall
Save for Raschid Abdullah and Osman Abdullah who hold 9,648,862
and 9,665,575 Water Hall Shares respectively which represent 12.12
and 12.14 per cent. respectively of Water Hall's existing share
capital, as at the date of publication of this Announcement,
neither Petards nor any of Petards' Directors, their immediate
families or related trusts, nor so far as Petards is aware, any
party acting in concert with Petards, has any interest in or right
to subscribe in respect of any relevant securities of Water Hall or
has any short positions in respect of relevant securities of Water
Hall, or has borrowed or lent any relevant security of Water
Hall.
Each of Petards and Water Hall confirm that it is making its
respective Opening Position Disclosure today, setting out the
details required to be disclosed by it under Rule 8.1(a) of the
Code.
14. Further information
The Water Hall Shares to be acquired by Petards pursuant to the
Offer will be acquired fully paid and free from all liens,
equities, charges, encumbrances, rights of pre-emption and other
third party rights and interests of any nature whatsoever and
together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other
distributions (if any) declared, paid or made on or after the date
of this Announcement.
There are no agreements or arrangements to which Petards is a
party which relate to the circumstances in which it may or may not
invoke or seek to invoke a pre-condition or a condition of the
Offer.
15. Compulsory acquisition, cancellation of admission to trading and re-registration
If the Offer becomes or is declared unconditional in all
respects and sufficient acceptances are received and/or sufficient
Water Hall Shares are otherwise acquired, Petards intends to
exercise its rights pursuant to the provisions of sections 974 to
991 (inclusive) of the Companies Act 2006 to acquire compulsorily
any outstanding Water Hall Shares to which the Offer will relate
and which have not been not acquired or agreed to be acquired
pursuant to the Offer or otherwise.
In addition, as soon as it is appropriate to do so, and subject
to the conditions of the Offer having been satisfied or (if capable
of waiver) waived and subject to any applicable legal or regulatory
requirements, Petards intends to procure that Water Hall applies
the London Stock Exchange for the cancellation of the admission of
Water Hall Shares to trading on AIM. The cancellation of the
trading of the Water Hall Shares will significantly reduce the
liquidity and marketability of any Water Hall Shares not assented
to the Offer and their value may be affected in consequence as
there will be no market facility for dealing Water Hall Shares. It
is anticipated that, should such an application be made,
cancellation of Water Hall's admission to trading on AIM will take
effect no earlier than 20 business days following the date being
the later of (i) the date the Offer becomes or is declared
unconditional in all respects and (ii) the date of Petards having
acquired pursuant to the Offer or otherwise 75 per cent. of the
Water Hall Shares.
It is also proposed that, in due course following the Offer
becoming or being declared unconditional in all respects, Petards
will seek to procure the re-registration of Water Hall as a private
limited company under the relevant provisions of the Companies Act
2006.
16. Issued share capital
In accordance with Rule 2.10 of the Code, Water Hall confirms
that it currently has 79,638,755 ordinary shares of 1 pence each in
issue and admitted to trading on AIM, a market regulated by the
London Stock Exchange. The ISIN reference for these securities is
GB0009418194.
In addition, in accordance with Rule 2.10 of the Code, Petards
confirms that it currently has 10,866,445 ordinary shares of 1
pence each in issue and admitted to trading on AIM, a market
regulated by the London Stock Exchange. The ISIN reference for
these securities is GB000B4YL8F73.
17. Disclosure on website
Copies of the following documents will by no later than 12 noon
(London time) on the day following this announcement be published
on Water Hall's website at www.waterhallgroupplc.com and at
Petards' website at www.petards.com:
a) a copy of this announcement: and
b) the Water Hall Facility Agreement.
18. General
The Offer Document and Form of Acceptance (for Water Hall Shares
in certificated form) will be posted to Water Hall Shareholders
and, for information only, to participants in the Water Hall Share
Option Schemes, the holder of the Water Hall Loan Note and persons
with information rights as soon as practicable and in any event,
within 28 days of this Announcement other than in relation to
anyone in a Restricted Jurisdiction. The Offer Document will also
be made available to the employees of Water Hall or their
representatives.
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant
jurisdiction. Further details in relation to overseas shareholders
will be contained in the Offer Document.
The Offer to be contained in the Offer Document will not be
made, directly or indirectly, in, into or by use of the mails of,
or by any means or instrumentality (including, without limitation,
telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a nationals securities exchange of, the
United States, Canada, Australia or Japan or any other jurisdiction
if to do so would constitute a violation of the relevant laws of
such jurisdiction. This Announcement does not constitute an offer
in the United States, Canada, Australia or Japan or any such other
jurisdiction and the Offer when made will not be capable of
acceptance by any such use, means, instrumentally or facilities or
otherwise from or within the United States, Canada, Australia or
Japan or any such other jurisdiction. Accordingly this Announcement
and the Offer Document when issued will not be, and should not be,
mailed, transmitted or otherwise distributed, in whole or in part,
in or into or from the United States, Canada, Australia or Japan or
any such other jurisdiction.
Water Hall Shareholders (including, without limitation,
nominees, trustee or custodians) must not forward this Announcement
or the Offer Document (when issued) to the United States, Canada,
Australia, Japan or any other such jurisdiction.
This Announcement does not constitute an offer or an invitation
to purchase any securities.
The Offer will be made solely by the Offer Document and the Form
of Acceptance, which contain the full terms and conditions of the
Offer, including details of how the Offer may be accepted.
Appendix III contains definitions of the terms used in this
Announcement.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
PART A: CONDITIONS OF THE OFFER
The Offer will be subject to the conditions and terms set out
below, in the Offer Document and (in respect of certificated Water
Hall Shares) in the Form of Acceptance and to the applicable rules
and regulations of the London Stock Exchange and the Code and will
be governed by English law and subject to the jurisdiction of the
courts of England:
(a) valid acceptances of the Offer being received (and not,
where permitted, withdrawn) by not later than 1.00 p.m. on Day 21
or such later time(s) and/or date(s) as Petards may, with the
consent of the Panel or subject to the Code, decide in respect of
such number Water Hall Shares which, together with Water Hall
Shares acquired or agreed to be acquired before or during the Offer
Period, whether pursuant to the Offer or otherwise will result in
Petards, and any other person acting in concert with Petards,
holding in aggregate, Water Hall Shares carrying more than 50 per
cent. of the voting rights then normally exercisable at a general
meeting of Water Hall, including for this purpose to the extent (if
any) required by the Panel, any such voting rights attaching to any
Water Hall Shares that may be unconditionally allotted or issued
before the Offer becomes or is declared unconditional as to
acceptances whether pursuant to the exercise of any outstanding
conversion or subscription rights or otherwise. For the purpose of
this condition:
(i) the expression "Water Hall Shares to which the Offer
relates" shall be construed in accordance with sections 974 to 991
(inclusive) of the Companies Act 2006;
(ii) Water Hall Shares which have been unconditionally allotted
but not issued shall be deemed to carry the voting rights which
they will carry on issue; and
(iii) valid acceptances shall be treated as having been received
in respect of any Water Hall Shares that Petards shall, pursuant to
section 979(8) and, if applicable, section 979(9) of the Companies
Act 2006, be treated as having acquired or unconditionally
contracted to acquire by virtue of acceptances of the Offer;
(b) to the extent that the acquisition of Water Hall Shares
would constitute a relevant merger within the meaning of section 23
of the Enterprise Act 2002, the Office of Fair Trading indicating,
in terms reasonably satisfactory to Petards, that it does not
intend to refer the proposed acquisition of Water Hall by Petards,
or any aspect of it, to the Competition Commission;
(c) no central bank, government or governmental,
quasi-governmental, supranational, statutory, administrative or
regulatory body (save for the Pensions Regulator), or any court,
institution, investigative body, association, trade agency or
professional or environmental body or any other similar person or
body in any jurisdiction (each, a "Relevant Authority") having
decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference or enacted,
made or proposed any statute, regulation, decision or order or
having taken any other step or done anything and there not
continuing to be outstanding any statute, regulation, decision or
order which would or might reasonably be expected to:
(i) restrict or restrain, prohibit, delay, impose additional
adverse conditions or obligations with respect to, or otherwise
interfere with the implementation of, the Offer or the acquisition
of any Water Hall Shares by Petards or any matters arising
therefrom;
(ii) result in a delay in the ability of Petards, or render
Petards unable, to acquire some or all of the Water Hall
Shares;
(iii) require, prevent or delay the divestiture (or alter the
terms envisaged for such divestiture) by any member of the Water
Hall Group of all or any portion of their respective businesses,
assets or properties or impose any limitation on the ability of any
of them to conduct their businesses or own their respective assets
or properties or any part thereof;
(iv) impose any limitation on, or result in a delay in, the
ability of Petards to acquire or hold or exercise effectively,
directly or indirectly, all or any rights of ownership of shares or
other securities of any member of the Water Hall Group or on the
ability of any member of the Water Hall Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership
of shares or other securities or to exercise management control
over any other member of the Water Hall Group;
(v) require any member of the Water Hall Group to offer to
acquire any shares or other securities or rights thereover in any
member of the Water Hall Group owned by any third party;
(vi) make the Offer or its implementation or the proposed
acquisition by Petards of any shares or other securities in Water
Hall or the acquisition or control of Water Hall or any member of
the Water Hall Group, illegal, void or unenforceable in or under
the laws of any jurisdiction or directly or indirectly restrict or
delay, prohibit or otherwise interfere with the implementation of,
or impose additional conditions or obligations with respect to, or
otherwise challenge, the Offer or the acquisition of any shares in
Water Hall, or control of Water Hall, by Petards;
(vii) result in any member of the Water Hall Group ceasing to be
able to carry on business under any name under which it presently
does so, the consequences of which would be material in the context
of Water Hall Group taken as a whole;
(viii) impose any limitation on the ability of Petards or the
Water Hall Group to conduct or co-ordinate or integrate its
business, or any part of it, with the business of Petards or the
Water Hall Group; or
(ix) otherwise adversely affect the business, assets, prospects
or profits of Petards or the Water Hall 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 or otherwise intervene having
expired, lapsed or been terminated;
(d) all authorisations, orders, grants, recognitions, consents,
confirmations, clearances, licences, permissions and approvals
("authorisations") required by law in any jurisdiction for or in
respect of the Offer and the proposed acquisition of any shares or
securities, directly or indirectly, in, or control of, Water Hall
or any member of the Water Hall Group by Petards having been
obtained in terms and/or form reasonably satisfactory to Petards
from all appropriate Relevant Authorities or (without prejudice to
the generality of the foregoing) from any persons or bodies with
whom Petards or the Water Hall Group has entered into contractual
arrangements and such authorisations together with all
authorisations necessary for any member of the Water Hall Group to
carry on its business remaining in full force and effect and there
being no notice or intimation of any intention to revoke, suspend,
materially modify or not to renew the same and all necessary
filings having been made, all appropriate waiting and other time
periods (including extensions thereto) under any applicable
legislation and regulations in any jurisdiction having expired,
lapsed or been terminated and all necessary statutory or regulatory
obligations in any jurisdiction in respect of the Offer or the
proposed acquisition of Water Hall by Petards or of any Water Hall
Shares or any matters arising therefrom having been complied
with;
(e) save as Disclosed, there being no provision of any
agreement, permit, lease, licence or other instrument to which any
member of the Water Hall Group is a party or by or to which it or
any of its assets may be bound or subject which, as a consequence
of the making or implementation of the Offer or the acquisition by
Petards directly or indirectly of Water Hall or because of a change
in the control or management of Water Hall or any member of the
Water Hall Group, could or might reasonably be expected to result
in, to an extent which is material in the context of the Water Hall
Group in each case, any of the following:
(i) any monies borrowed by, or other indebtedness (actual or
contingent) of, or grant available to, any member of the Water Hall
Group becoming repayable or capable of being declared repayable
immediately or earlier than the stated maturity or repayment date
or the ability of any member of the Water Hall Group to borrow
moneys or incur indebtedness being or becoming capable of being
withdrawn or inhibited;
(ii) any such agreement, arrangement, permit, lease, licence or
other instrument or any right, interest, liability or obligation of
any member of the Water Hall Group therein, being terminated or
adversely modified or affected or any adverse action being taken or
any onerous obligation or liability arising thereunder;
(iii) any mortgage, charge or other security interest being
created over the whole or any part of the business, property or
assets of any member of the Water Hall Group or any such security
(whenever arising) becoming enforceable;
(iv) the value of any member of the Water Hall Group or its
financial or trading position or prospects being prejudiced or
adversely affected;
(v) any assets or interests of any member of the Water Hall
Group being or falling to be charged or disposed of or any right
arising under which any such asset or interest could be required to
be disposed of or charged otherwise than in the ordinary course of
business;
(vi) the rights, liabilities, obligations or interests or
business of any member of the Water Hall Group in or with any other
person, firm or company (or any arrangement relating to such
interest or business) being terminated or adversely modified or
affected;
(vii) any member of the Water Hall Group ceasing to be able to
carry on business under any name under which it currently does so;
or
(viii) the creation of any liability, actual or contingent, by
any member of the Water Hall Group;
(f) since 31 December 2012 (being the date of Water Hall's last
published audited financial statements), save as Disclosed, no
member of Water Hall Group having:
(i) (save for Water Hall Shares issued pursuant to the exercise
of options granted under Water Hall Share Option Schemes, or issued
pursuant to the Water Loan Note or as between Water Hall and
wholly-owned subsidiaries of Water Hall ("Intra-Water Hall Group
Transactions")) issued or agreed to issue or authorised or proposed
the issue of additional shares of any class or securities
convertible into or rights, warrants or options to subscribe for or
acquire any such shares or convertible securities;
(ii) other than to another member of Water Hall Group,
recommended, declared, paid or made or proposed to recommend,
declare, pay or make any dividend, bonus or other distribution
(whether payable in cash or otherwise) other than dividends
lawfully paid to Water Hall or wholly-owned subsidiaries of Water
Hall;
(iii) save for Intra-Water Hall Group Transactions, merged or
demerged with or acquired any body corporate, partnership or
business;
(iv) save for Intra-Water Hall Group Transactions, acquired, or
(other than in the ordinary course of business) disposed of,
transferred, mortgaged or charged or created any security interest
over any asset or any right, title or interest in any asset
(including shares and trade investments) or authorised, proposed or
announced any intention to do so which, in any such case, is
material in the context of the Water Hall Group taken as a
whole;
(v) save for Intra-Water Hall Group Transactions, issued or
authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or contingent liability or made,
authorised, proposed or announced an intention to propose any
change in its share or loan capital;
(vi) entered into or varied or announced its intention to enter
into or vary any contract, transaction, commitment or arrangement
(whether in respect of capital expenditure or otherwise) which is
of a long term or unusual nature or which involves or could involve
an obligation of a nature or magnitude which, in any such case, is
material in the context of Water Hall Group taken as a whole or
which is or is likely to be restrictive in any material respect on
the business of any member of the Water Hall Group or Petards;
(vii) entered into, implemented, authorised or proposed any
reconstruction, amalgamation, scheme of arrangement or other
transaction or arrangement otherwise than in the ordinary course of
business or announced any intention to do so;
(viii) entered into, or varied in any material respect the terms
of, any contract or agreement with any of the directors or senior
executives of Water Hall or any of its subsidiaries;
(ix) taken or proposed any corporate action or had any legal
proceedings started or threatened against it or had any petition
presented for its winding-up (voluntary or otherwise), dissolution
or reorganisation or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer
of all or any of its assets and/or revenues or any analogous
proceedings in any jurisdiction;
(x) waived or compromised any claim other than in the ordinary course of business;
(xi) made any material amendment to its articles of association;
(xii) in relation to pension schemes established for its
directors and/or other employees and/or their dependents, made or
agreed to or consented to any change to: (A) the terms of the trust
deeds constituting such pension schemes or to the benefits which
accrue; (B) the pensions which are payable under them; (C) the
basis on which qualifications for or accrual of or entitlement to
such benefits or pensions are calculated or determined; (D) the
basis upon which the liabilities (including pensions) of such
pension schemes are funded or made; or (E) the trustees of such
pension schemes;
(xiii) purchased, redeemed or repaid or proposed the purchase,
redemption or repayment of any of its own shares or other
securities or reduced or made any other change to any part of its
share capital;
(xiv) been unable or admitted 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; and
(xv) entered into, varied or modified any contract, commitment
or agreement with respect to any of the transactions, matters or
events referred to in this condition (f) or announced an intention
to do so in each case which is not in the ordinary course of
business and is material in the context of the Water Hall Group
taken as a whole;
(g) since 31 December 2012, (being the date of Water Hall's last
published audited financial statements), save as Disclosed:
(i) no litigation, arbitration, prosecution or other legal
proceedings having been instituted, announced or threatened or
become pending or remaining outstanding by or against any member of
the Water Hall Group or to which any member of the Water Hall Group
is or may become a party (whether as claimant, respondent or
otherwise) and no enquiry or investigation by or complaint or
reference to any Relevant Authority or other investigative body
having been threatened, announced, implemented or instituted or
remaining outstanding against or in respect of any member of the
Water Hall Group which, in any such case, would or might reasonably
be expected adversely to affect any member of the Water Hall Group
to an extent which is material in the context of the Water Hall
Group taken as a whole;
(ii) no material adverse change having occurred in the business,
assets, financial or trading position, profits or prospects of the
Water Hall Group, save as regards Water Hall's shareholding and
other interests in Petards, taken as a whole;
(iii) no contingent or other liability having arisen which might
reasonably be expected adversely to materially affect the Water
Hall Group taken as a whole;
(iv) no investigation by any Relevant Authority having been
threatened, announced, implemented or instituted or remaining
outstanding which in any case would be likely to have a material
adverse effect on the financial position of Water Hall Group taken
as a whole;
(h) save as Disclosed, Petards not having discovered that:
(i) any business, financial or other information concerning any
member of the Water Hall Group publicly disclosed or disclosed to
Petards at any time by or on behalf of any member of the Water Hall
Group is misleading, contains a misrepresentation of fact or omits
to state a fact necessary to make the information contained therein
not misleading which, in any such case, is material in the context
of the Water Hall Group taken as a whole;
(ii) any member of the Water Hall Group is subject to any
liability, actual or contingent which is not Disclosed and which is
material in the context of the Water Hall Group taken as a
whole;
(i) the passing of the Resolutions at the General Meeting;
(j) the London Stock Exchange agreeing to admit the New Petards
Shares to trading on AIM subject to the allotment of such New
Petards Shares.
Petards reserves the right to waive all or any of conditions (b)
to (h) (inclusive) above, in whole or in part. Conditions (b) to
(h) (inclusive) must be fulfilled or waived by midnight on the 21st
day after the later of Day 21 and the date on which condition (a)
is fulfilled (or such later date as the Panel may agree). Petards
shall be under no obligation to waive or treat as fulfilled any of
conditions (b) to (h) (inclusive) by a date earlier than the latest
date specified above for the fulfilment thereof notwithstanding
that the other conditions of the Offer 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.
If Petards is required by the Panel to make an offer for Water
Hall Shares under the provisions of Rule 9 of the Code, Petards may
make such alterations to the conditions as are necessary to comply
with the provisions of that Rule.
The Offer (once made) will lapse if, before 3.00 p.m. on the
first closing date of the Offer or the date on which the Offer
becomes or is declared unconditional as to acceptances (whichever
is later), (i) the Offer or any part of it is referred to the
Competition Commission; or (ii) following a request to the European
Commission under Article 22(3) of the EC Merger Regulation in
relation to the Offer or any part of it, which request is accepted
by the European Commission, the European Commission initiates
proceedings under Article 6(1)(c) of the EC Merger Regulation.
If the Offer (once made) lapses, it will cease to be capable of
further acceptance and accepting Water Hall Shareholders and
Petards will cease to be bound by acceptances submitted on or
before the time when the Offer lapses.
APPENDIX II
BASES AND SOURCES
Unless otherwise stated in this Announcement:
(a) financial information relating to Petards has been extracted
from the audited accounts of Petards for the year ended 31 December
2012 and financial information relating to Water Hall has been
extracted from the audited accounts of Water Hall for the financial
year ended 31 December 2012;
(b) the value of the Offer is based on full acceptance of the
Offer and calculated upon the 79,638,755 Water Hall Shares in issue
as at 28 June 2013 (being the last practicable date prior to the
date of this Announcement) and the further 8,000,000 new Water Hall
Shares to be issued assuming full conversion of the Water Hall Loan
Note but excluding the effects of any of the Water Hall Share
Options;
(c) all share prices for Petards and Water Hall Shares are
derived from the AIM Appendix of the Daily Official List; and
.
APPENDIX III
DEFINITIONS
"AIM" a market operated by the London Stock Exchange
"Announcement" this announcement
"Bankers" Petards' former bankers, Lloyds TSB Commercial
Finance Limited and Bank of Scotland Plc
"Beaumont Cornish" Beaumont Cornish Limited, Water Hall's Rule
3 Adviser, authorised and regulated by the
FCA
"business day" any day which is not a Saturday, a Sunday or
a public holiday in England and Wales
"Canada" Canada, its possessions, provinces and territories
and all areas subject to its jurisdiction or
any political subdivision thereof
"certificated" or in relation to a share or other security, not
"in certificated form" in uncertificated form (that is, not in CREST)
"Code" the City Code on Takeovers and Mergers, as
amended from time to time
"connected person" has the meaning given to that term in section
252 of the Companies Act 2006
"Convertible Loan Notes" the unsecured convertible redeemable notes
of GBP1 each to be issue pursuant to the Offer,
further details of which will be contained
in the Offer Document
"Daily Official List" the Daily Official List of the London Stock
Exchange
"Day 21" the date which falls 21 days after the Offer
Document is posted
"Dealing Disclosure" the announcement concerning dealings in relevant
securities of any party to the Offer required
for the purposes of Rule 8 of the Code
"Disclosed" means (i) as disclosed in Water Hall's report
and accounts for the year ended 31 December
2012; (ii) as publicly announced by Water Hall
(by the delivery of an announcement to an authorised
Regulatory Information Service prior to 1 July
2013); (iii) as disclosed in the Offer Document;
or (iv) as otherwise disclosed in writing,
or in the documentation or written information
provided, to Petards or its advisers by or
on behalf of Water Hall prior to 1 July 2013
in the context of the Offer
"EC Merger Regulation" Council Regulation 139/2004/EC (as amended)
"electronic form" as defined in the Code
"Enlarged Group" Petards as enlarged by the acquisition of Water
Hall
"Form of Acceptance" the form of acceptance and authority which
will relate to the Offer in respect of certificated
Water Hall Shares
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000
(as amended)
"General Meeting" the general meeting of Petards to be convened
at which the Resolutions will be proposed
"hard copy form" as defined in the Code
"Independent Petards the directors of Petards other than Raschid
Directors" Abdullah and Osman Abdullah
"Independent Water Roger Musson
Hall Director"
"Japan" Japan, its cities, prefectures, territories
and possessions
"Listing Rules" the Listing Rules of the FSA made pursuant
to section 73A of the Financial Services and
Markets Act 2000
"London Stock Exchange" London Stock Exchange plc
"New Petards Shares" the new Petards Shares to be issued pursuant
to the Offer
"Offer" the recommended offer to be made by Petards,
on the terms and subject to the conditions
set out in this Announcement and the Offer
Document and (in respect of certificated Water
Hall Shares) the Form of Acceptance to acquire
all of the Water Hall Shares (including, where
the context requires, any subsequent revision,
variation, extension or renewal of such offer)
"Offer Document" the offer document to be sent to shareholders
(other than those in a Restricted Jurisdiction)
which will contain the conditions and full
terms of the Offer
"Offer Period" the period commencing 1 July 2013 and ending
in accordance with the rules of the Code
"Official List" the Official List of the UK Listing Authority
"Opening Position Disclosure" the announcement containing details of interests
or short positions in, or rights to subscribe
for, any relevant securities of a party to
the Offer if the person concerned has such
a position required for the purposes of Rule
8 of the Code
"Panel" the Panel on Takeovers and Mergers
"Petards" or the "Company" Petards Group plc
"Petards Bank Debt" the debt formerly owed by Petards to its Bankers
"Petards Directors" the directors of Petards as at the date of
or "Petards Board" this Announcement
"Petards Shares" the existing issued fully paid ordinary shares
1 pence each in the capital of Petards
"persons with information as defined in the Code
rights"
"pounds", "GBP" or the lawful currency of the United Kingdom
"pence"
"Regulatory Information any channel recognised as a channel for the
Service" dissemination of regulatory information by
listed companies as defined in the Listing
Rules
"Resolutions" the resolutions required to obtain the necessary
authorities to allot and issue the New Petards
Shares and the Convertible Loan Notes in connection
with the Offer to be proposed at the General
Meeting
"Restricted Jurisdiction" the United States, Canada, Australia or Japan
or any other jurisdiction where extension or
acceptance of the Offer would violate the law
of that jurisdiction
"Unapproved Scheme" Water Hall 1996 Unapproved Executive Option
Scheme
"uncertificated" or in relation to a share or other security, recorded
"in uncertificated on the relevant register in uncertificated
form" form in CREST and title to which, by virtue
of the Regulations, may be transferred by means
of CREST
"United Kingdom" or the United Kingdom of Great Britain and Northern
"UK" Ireland
"Water Hall" Water Hall Group plc
"Water Hall Directors" the directors of Water Hall at the date of
or "Water Hall Board"" this Announcement
Water Hall Facility the agreement between Petards and Water Hall
Agreement" regarding the Water Hall Facility
"Water Hall Facility" the working capital facility of GBP1,650,000
made available pursuant to the Water Hall Facility
Agreement
"Water Hall Group" Water Hall and its subsidiary undertakings
at the date of this Announcement
"Water Hall Loan Note" the GBP200,000 convertible unsecured loan note
issued by Water Hall as referred to in a circular
to shareholders dated 27 September 2012
"Water Hall Options" options or other rights to acquire Water Hall
Shares under Water Hall Share Option Schemes
or otherwise
"Water Hall Optionholders" holders of Water Hall Options
"Water Hall Shareholders" holders of Water Hall Shares
"Water Hall Shares" the existing unconditionally allotted or issued
and fully paid (or credited as fully paid)
ordinary shares of 1 pence each in the capital
of Water Hall and any further such shares which
are unconditionally allotted or issued and
fully paid or credited as fully paid before
the date on which the Offer cease to be open
for acceptance (or such earlier date, as Petards
may, subject to the Code, decide)
WH Ireland WH Ireland Limited, nominated adviser and financial
adviser to Petards authorised and regulated
by the FCA
This information is provided by RNS
The company news service from the London Stock Exchange
END
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