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RNS Number : 6272L
Petards Group PLC
14 August 2013
14 August 2013
Not for release, publication or distribution, in whole or in
part, directly or indirectly, in, into or from any jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction.
Petards Group plc
("Petards" or "the Company")
Recommended Offer
for the entire issued and to be issued share capital of Water
Hall Group plc
Offer Update
Background
On 1 July 2013 the boards of Water Hall and Petards announced
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
(the "Offer"). The full terms of, and conditions to, the Offer and
the procedure for acceptance were set out in the offer document
issued by Petards on 23 July 2013 (the "Offer Document").
The first closing date for the Offer was 1 p.m. on 13 August
2013.
The capitalised terms used in this announcement have the meaning
given to them in the Offer Document.
Level of Acceptances
As at 1.00 p.m. on 13 August 2013 (being the first closing date
of the Offer), Petards had received valid acceptances from Water
Hall Shareholders in respect of 36,248,170 Water Hall Shares
representing approximately 45.52% of the existing issued ordinary
share capital of Water Hall which may count toward satisfaction of
the acceptance condition to the Offer (as set out in paragraph 1(a)
of Part A of Appendix 1 of the Offer Document.
These acceptances include acceptances received in respect
of:
(i) 10,068,254 Water Hall Shares (representing approximately
12.64% of the existing ordinary share capital of Water Hall and
11.49% of Water Hall's share capital assuming full conversion of
the Water Hall Loan Note) which were subject to irrevocable
commitments procured by Petards from the Water Hall Directors;
and
(iii) 15,708,731 Water Hall Shares (representing approximately
19.72% of the existing ordinary share capital of Water Hall and
17.92% of Water Hall's share capital assuming full conversion of
the Water Hall Loan Note) which were subject to irrevocable
commitments procured by Petards from certain other Water Hall
Shareholders.
Petards also has received irrevocable undertakings to accept the
Offer from certain Water Hall Shareholders (see table below) for
which valid acceptances have not yet been received in respect of a
further 32,487,637 Water Hall Shares (representing approximately
40.79% of the existing ordinary share capital of Water Hall and
37.07% of Water Hall's share capital assuming full conversion of
the Water Hall Loan Note). These undertakings may be withdrawn if
the Offer is withdrawn or lapses. Save as disclosed below neither
Petards nor its associates have any other outstanding irrevocable
commitments or letters of intent to accept the Offer.
Name Number of Water Hall % of Water Hall Shares
Shares
--------------------------- ------------------------- ---------------------------
Osman Abdullah 7,513,583 9.43%
--------------------------- ------------------------- ---------------------------
Yousuf Zahid 5,000,000 6.28%
--------------------------- ------------------------- ---------------------------
Majid Zahid 5,000,000 6.28%
--------------------------- ------------------------- ---------------------------
El Khereiji Financial
Company 14,974,054 18.80%
--------------------------- ------------------------- ---------------------------
In addition to the above El Khereiji holds a GBP200,000
convertible loan note in Water Hall which, subject to the Offer
becoming wholly unconditional, it intends to convert into a maximum
of 8m new Water Hall shares which it has irrevocably undertaken to
assent to the Offer
Extension of the Offer Period
The Offer, which remains subject to the terms and conditions set
out in the Offer Document, is being extended to, and will remain
open for acceptance until 1 p.m. on 3 September 2013.
Acceptance of the Offer
Water Hall Shareholders who have not yet accepted, and wish to
accept, the Offer should take action to accept the Offer as soon as
possible. Details of the procedure for doing so are set out in the
Offer Document (including, in the case of certificated Water Hall
Shares, the Form of Acceptance) sent to Water Hall Shareholders on
23 July 2013.
Interests in relevant securities
The interests (all of which are beneficial unless otherwise
stated), of the Petards Directors
and their respective related parties, in relevant Water Hall
securities are as follows:
Name Number of Water Hall % of Water Hall Shares
Shares
---------------------- ------------------------- ---------------------------
Raschid Abdullah 9,648,942 12.12
---------------------- ------------------------- ---------------------------
Osman Abdullah 9,665,575 12.14
---------------------- ------------------------- ---------------------------
Raschid Abdullah and Osman Abdullah also each hold over
3,500,000 options to subscribe for Water Hall Shares.
Neither Petards nor, so far as Petards is aware, any person
acting in concert (within the meaning of the City Code) with
Petards, (a) has any short position (whether conditional or
absolute and whether in the money or otherwise) in respect of
relevant securities of Water Hall, including any short position
under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take
delivery, or (b) has borrowed or lent any relevant securities of
Water Hall (save for any borrowed shares which have been either
on-lent or sold).
For further information:
Petards Group plc www.petards.com
Andy Wonnacott, Finance Director Tel: 0191 420 3000
WH Ireland Limited www.wh-ireland.co.uk
Mike Coe /John Wakefield Tel: 0117 945 3470
IMPORTANT INFORMATION
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.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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