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25 Jun 2008 07:00
Not for release, publication or distribution, in whole or in part in, into or from the United States of America or any of its territories, Canada, or Japan, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.
25th June 2008
RECOMMENDED ACQUISITION
by
Hydrodec Group plc ("Hydrodec")
of
Virotec International plc ("Virotec")
Scheme of Arrangement becomes Effective
The scheme of arrangement under sections 895 to 901 of the Companies Act 2006 (the "Scheme") and the claim form to confirm the Reduction under section 137 of the 2006 Act to implement the recommended acquisition by Hydrodec of the entire issued and to be issued share capital of Virotec (other than the Excluded Shares) has now become effective in accordance with the terms of the Scheme and the Acquisition has been completed.
Under the terms of the Scheme, Virotec Shareholders are entitled to receive 1 New Hydrodec Share for every 3.75 Scheme Shares held in Virotec.
Dealings in Virotec Shares on AIM have been cancelled at Hydrodec's request, with effect from 7.00am today.
Settlement of the Cash Consideration in respect of the Virotec Shares will be effected within 14 days of today in accordance with the terms of the Scheme. Application has been made for the admission to trading on AIM of 64,689,227 New Hydrodec Shares. These New Hydrodec Shares, which will rank pari passu in all respects with the existing shares in issue, have been allotted. Admission and Commencement of dealings in the New Hydrodec Shares on AIM is expected to become effective on 25 June 2008.
For the purposes of the Financial Services Authority's Disclosure and Transparency Rules, the total number of ordinary shares of 0.5p each of Hydrodec in issue on the date of admission will be 268,718,839 with each share holding one voting right.
The above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company, under the Disclosure and Transparency Rules.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the scheme document dated 13 May 2008.
Enquires:
John Gunn
Hydrodec Group plc
+44 (0) 20 7621 5770
Anthony Richardson
Nick Westlake
Numis Securities Limited
+44 (0) 20 7260 1000
Emma Davis
Curve Public Relations
+44 (0) 20 8742 1597
Numis Securities Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Hydrodec and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hydrodec for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Acquisition or any other matter referred to herein.
Ludgate Investments Limited, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Hydrodec and no-one else in connection with the Acquisition and will not be responsible to anyone other than Hydrodec for providing the protections afforded to customers of Ludgate Investments Limited or for providing advice in relation to the Acquisition or any other matter referred to herein.
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