12 Mar 2018 14:00
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
THIS ANNOUNCEMENT AND THE INFORMATION IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
12 March 2018
HaloSource, Inc.
("HaloSource" or the "Company")
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 CREST system may be able to do so and should contact the Depository.
Following implementation of the Merger, the HaloSource Group's principal activities will continue to be the provision of clean water technology solutions to the growing issue of water stress with no material alteration, other than the jurisdiction of incorporation. Operations and employees previously in Washington will remain in Washington, and likewise international operations will be unaffected.
Details of the Proposals and Merger are set out in the Circular which will be sent to HaloSource Shareholders in due course and will be available on HaloSource's website at www.halosource.com.
Pursuant to the application for the admission of New HaloSource to trading on AIM, New HaloSource will shortly publish an AIM Schedule One announcement ("Schedule One Announcement") together with an Appendix to that announcement ("Appendix") which contains more information about the Proposals and New HaloSource. The Schedule One Announcement, together with the Appendix, will shortly be made available for viewing on HaloSource's website at www.halosource.com.
If the Proposals are implemented, the Company's registered office will change to Nerine Chambers, PO Box 905, Road Town, Tortola, British Virgin Islands.
Reasons for the re-domiciliation
Since 2010 the Company's shares have been listed for trading on AIM. As a United States corporation, the Company is subject to the Securities Act of 1933, the Securities Exchange Act of 1934, and the jurisdiction and rules of the US Securities Exchange Commission, and among those rules are Rule 144 and Regulation S that together require the Company to issue, in connection with any private offering to foreign purchasers, shares that bear restrictive legends requiring paper certificates, and the legend must be maintained for one year before dematerialisation, allowing electronic trading. For the purposes of US laws, the Company is a private, not a public, issuer. In 2015, the EU Regulation on Central Securities Depositories was implemented and as a result the AIM Rules for Companies were amended to require that all shares traded on AIM must be eligible for electronic settlement and not solely restricted to paper certificates.
Since the initial AIM IPO of the Company's shares as depositary receipts, purchasers of newly issued shares have been required to hold their shares either as paper certificates or in a restricted electronic trading line for at least one year, and in some cases indefinitely, limiting the Company's ability to easily conduct offerings and raise funds, as well as limiting liquidity in the trading of the Company's shares.
The Company's reasons for the Merger are specifically to remove what the Directors believe is an impediment to the Company raising additional capital. As a BVI company, HaloSource Corporation will have its listed shares fully tradable in electronic form, paper certificates will no longer be required for newly issued shares.
Notice of Special Meeting
In order to effect the Proposals, shareholders will be asked to vote on resolutions set out in the Circular which will shortly be posted to shareholders, at a Special Meeting of the Company to be held on 11 April 2018 at 9.30 a.m. Pacific daylight time, at the offices of the Company located at 1725 220th Street SE, Suite 103, Bothell, Washington 98021.
Expected timetable of principal events
Latest date for receipt of Forms of Instruction | 6 April 2018 |
Latest date for receipt of Forms of Proxy | 9 April 2018 |
Time and date of Shareholder Meeting to approve the Reverse Triangular Merger and Re-domicile Proposal | 9.30 a.m. PST on 11 April 2018 |
Last day of trading of HaloSource Inc on AIM | 12 April 2018 |
Effective Date of the Merger | 13 April 2018 |
Admission and commencement of dealings of New HaloSource Shares on AIM | 08:00 a.m. on 13 April 2018 |
CREST accounts expected to be credited by | 13 April 2018 |
Despatch of definitive share certificates by | 20 April 2018 |
Note: The times and dates may be subject to change. |
Admission Statistics
Number of New HaloSource Shares in issue on Admission | 563,005,776 |
Number of New HaloSource Shares under option on Admission | 7,277,860 |
Number of New HaloSource Shares on a fully diluted basis on Admission (1) | 570,283,636 |
TIDM | HALO, HAL |
International Securities Identification Number ("ISIN") | Restricted line: VGG425271126 Unrestricted line: VGG425271043
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Enquiries:
HaloSource, Inc. | |
James Thompson, Chief Executive Officer | +1 425 419 2258 |
Craig Crowell, Chief Financial Officer | +1 425 419 2248 |
Cantor Fitzgerald Europe (Nominated Adviser and Broker) | |
Andrew Craig, Richard Salmond, David Foreman | +44 207 894 7000 |
Unless otherwise stated, defined terms have the meaning given to them in the Schedule One and Schedule One Appendix which have been issued by the Company today.
About HaloSource
HaloSource, Inc. innovates and integrates technologies to deliver clean drinking water solutions to partners with trusted brands around the world. The Company works with scientists and industry experts across the globe in search of new ways to improve drinking water quality and has been awarded more than 30 patents for its ground-breaking chemistries, which provide safe drinking water for more than 10 million consumers globally. The Company's class-leading HaloPure® Drinking Water technology has the highest global certifications, including registration with the US EPA.
Founded in Seattle, Washington, HaloSource has grown to become an influential leader in drinking water purification. HaloSource is headquartered in the US with operations in China and in India. Learn more about the Company's research and development and future cutting edge technologies by visiting www.halosource.com.
The HaloPure® and astrea® brands are registered trademarks of HaloSource, Inc. All other trademarks, brand names or product names belong to their respective holders.