8 Apr 2020 14:26
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
For immediate release
8 April 2020
Amiad Water Systems Ltd.
("Amiad" or the "Company")
Launch of Open Offer
Further to the Company's announcements of 27 February 2020 and 7 April 2020 in respect of the proposed subscription of up to 7,652,174 new ordinary shares in the Company by FIMI Israel Opportunity ("FIMI"), Amiad (AIM: AFS), a leading global producer of water treatment and filtration solutions, announces an open offer (the "Open Offer") to raise up to approximately £2.0 million (before expenses) through the issue of up to an aggregate of 856,556 new ordinary shares in the Company (the "Open Offer Shares") at a price of 230 pence per share (the "Offer Price"). The Company is offering qualifying shareholders the opportunity to participate in the Open Offer in order to reduce the dilution in their existing shareholding by the subscription by FIMI.
Qualifying shareholders will be able to subscribe for an aggregate of 856,556 Open Offer Shares on the basis of 2 Open Offer Shares for every 53 existing ordinary shares at the Offer Price. The Offer Price represents an approximate 12.2 per cent. premium to the closing middle market price of 205 pence per existing ordinary share on 7 April 2020 (being the last practicable day prior to the publication of this announcement). As at the date of the subscription agreement with FIMI, being 26 February 2020, the closing middle market price was 240 pence per existing ordinary share, with the average closing middle market price for Q1 2020 being approximately 243 pence per existing ordinary share. The Offer Price is the same price at which FIMI will be investing in the subscription.
In addition, the Company has provided an excess application facility so that any Open Offer Shares not subscribed for by qualifying shareholders pursuant to the Open Offer will be available for subscription by other qualifying shareholders over and above their basic entitlement.
In order to ensure that the Company raises the full £2.0 million, FIMI has agreed, pursuant to the terms of its subscription agreement with the Company, to subscribe for the number of subscription shares equivalent to all of the Open Offer Shares offered under the Open Offer that are not otherwise taken up by qualifying shareholders.
The Open Offer is conditional upon completion of the subscription by FIMI and admission of the Open Offer Shares becoming effective at 8.00 a.m. on 1 May 2020 or such later date as determined by the Company (with a long stop date of 30 September 2020). The expected timetable of principal events is set out at the end of this announcement.
Further details on the Open Offer and associated matters can be found in the Circular that will be published tomorrow, 9 April 2020, on Amiad's website (www.amiad.com) by no later than 11.00 a.m. and will be posted to qualifying shareholders.
The Company announced its final results on 26 March 2020 and there has been no material change to its expectations since this date. The Company is keeping under review the extent of potential disruption to trade caused by the COVID-19 outbreak and, consequently, it is too early to assess the impact this factor will have on revenue and profitability.
Enquiries
Amiad Water Systems Ltd. |
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Dori Ivzori, Chief Executive Officer Avishay Afriat, Chief Financial Officer | +972 4 690 9500 |
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Stifel Nicolaus Europe Ltd. |
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Stewart Wallace, Ben Maddison | +44 20 7710 7600 |
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Luther Pendragon Ltd. |
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Harry Chathli, Claire Norbury, Rachel So | +44 20 7618 9100 |
About Amiad
Amiad Water Systems (AIM: AFS) is a leading global producer of automatic, self-cleaning water treatment and filtration products and systems. Through its engineering skills and ability to innovate, Amiad provides cost-effective "green" solutions for the irrigation and industrial purposes. In these markets, its unique and high-quality products are being integrated into the core of systems for filtration and water treatment, micro irrigation and membrane protection, wastewater and potable water treatment, cooling systems and sea water filtration.
Headquartered in Israel, Amiad provides these solutions through ten subsidiaries and a comprehensive network of distributors to customers in more than 80 countries.
For additional information or product details, please visit www.amiad.com.
Expected Timetable of Principal Events
Record Date for the Open Offer | 8.00 p.m. on 7 April 2020 |
Announcement of the Open Offer | 8 April 2020 |
Posting of the Circular and, to Qualifying Non-Depository Interest Holders only, the Application Form | 9 April 2020 |
Ex-entitlement date | 9 April 2020 |
Open Offer Entitlements credited to CREST stock accounts of Qualifying Depository Interest Holders | As soon as practicable on 14 April 2020 |
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST | 4.30 p.m. on 22 April 2020 |
Latest time for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 23 April 2020 |
Latest time and date for splitting Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 24 April 2020 |
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 28 April 2020 |
Expected date for announcement of the result of the Open Offer | 29 April 2020 |
Admission of the Open Offer Shares to trading on AIM | 8.00 a.m. on 1 May 2020 |
Expected date by which CREST stock accounts are to be credited for Capital Raising Shares in uncertificated form | As soon as practicable on 1 May 2020 |
Expected dispatch date of definitive share certificates | By 11 May 2020 |
Notes:
References to times in this announcement are to London, United Kingdom time unless otherwise stated.
The times and dates set out in the timetable above and mentioned throughout this announcement are indicative and may change, in which event details of the new times and dates will be notified by means of an announcement through a Regulatory Information Service together with those dates that are not set out above in full.