RNS12 Mar 2018 14:18
At last we are getting somewhere!!
http://www.lse.co.uk/share-regulatory-news.asp?shareprice=HAL&ArticleCode=frk4ipgs&ArticleHeadline=Proposed_ReDomicile_and_Change_of_Name
Proposed Re-Domicile to the British Virgin Islands,
Change of Name to HaloSource Corporation
and Notice of Special Meeting
HaloSource, Inc. (HAL.LN, HALO.LN), the global clean water technology company traded on the London Stock Exchange's AIM market, announces a proposed relocation of its corporate domicile from Washington State, USA, to the British Virgin Islands (BVI) and a change of name to HaloSource Corporation ("New HaloSource") (the "Proposals").
As part of the re-domicile, which will be effected by means of a reverse triangular reincorporation merger under Washington State law, shareholders and the number of outstanding shares will not change - each Company shareholder will receive 1 share of New HaloSource in exchange for each 1 Company share they hold. Immediately after the merger, New HaloSource will continue the business of the Company with no material alteration, other than the jurisdiction of incorporation. New HaloSource's shares will continue to be listed on AIM.
The Proposals are subject to approval by not less than two-thirds of the of the Company's outstanding Common Shares.
If the Re-domicile Proposal is approved by HaloSource Inc Shareholders, then:
� the Reverse Triangular Merger will occur and the Company will issue New HaloSource Shares to HaloSource Shareholders in exchange for their HaloSource Shares on a 1:1 basis, at which point HaloSource will become a wholly owned subsidiary of New HaloSource. Accordingly, immediately upon the Merger becoming effective, a HaloSource Shareholder will have the same proportionate interest in the profits, net assets and dividends of New HaloSource as they have in HaloSource immediately prior to Admission;
� New HaloSource will be admitted to trading on AIM, and contemporaneously HaloSource will be delisted from AIM and trading in its HaloSource Shares (represented by depositary interests) on AIM will be cancelled so that effectively New HaloSource will replace HaloSource as the AIM listed entity; and
� the existing depositary arrangements over the HaloSource Inc Shares will terminate and the Depository will issue DIs in respect of the underlying New HaloSource Shares. The DIs will be created and issued pursuant to the terms of a Deed Poll, which will govern the relationship between the Depository and the holders of DIs. DIs will be credited to the CREST accounts of Shareholders who submit a TTE instruction to Euroclear for those HaloSource Inc Shares that were enabled for settlement through CREST immediately prior to the Merger. Non receipt of instruction will result in the default issuance of a share certificate. Holders of New HaloSource Shares in certificated form who wish to hold DIs through the
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